VALUEVISION MEDIA INC - 10-K Annual Report

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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED JANUARY 31, 2004

OR

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 0-20243
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VALUEVISION MEDIA, INC.
(Exact name of Registrant as Specified in Its Charter)

MINNESOTA 41-1673770
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)

6740 SHADY OAK ROAD, EDEN PRAIRIE, MN 55344-3433
"WWW.SHOPNBC.COM" (Zip Code)
(Address of Principal Executive Offices)

952-943-6000
(Registrant's Telephone Number, Including Area Code)

SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT: NONE

SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT: COMMON STOCK,
$0.01 PAR VALUE

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers in response to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [X] No [ ]

As of April 7, 2004, 36,670,138 shares of the registrant's Common Stock
were outstanding. The aggregate market value of the Common Stock held by
non-affiliates of the registrant on July 31, 2003, based upon the closing sale
price for the registrant's Common Stock as reported by the Nasdaq Stock Market
on July 31, 2003 was approximately $352,151,626. For purposes of determining
such aggregate market value, all officers and directors of the registrant are
considered to be affiliates of the registrant, as well as shareholders holding
10% or more of the outstanding Common Stock as reflected on Schedules 13D or 13G
filed with the registrant. This number is provided only for the purpose of this
Annual Report on Form 10-K and does not represent an admission by either the
registrant or any such person as to the status of such person.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive Proxy Statement to be filed with
the Securities and Exchange Commission pursuant to Regulation 14A not later than
120 days after the close of the registrant's fiscal year ended January 31, 2004
are incorporated by reference in Part III of this Annual Report on Form 10-K.
The Compensation Committee Report and the stock performance graph contained in
the registrant's Proxy Statement are expressly not incorporated by reference in
this Annual Report on Form 10-K.

VALUEVISION MEDIA, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED
JANUARY 31, 2004

TABLE OF CONTENTS

PART I

ITEM 1. BUSINESS

A. GENERAL

ValueVision Media, Inc. and its subsidiaries ("ValueVision" or the
"Company") is an integrated direct marketing company that markets its products
directly to consumers through various forms of electronic media. The Company's
operating strategy incorporates television home shopping, Internet e-commerce,
vendor programming sales and fulfillment services and outsourced e-commerce and
fulfillment solutions. The Company's principal electronic media activity is its
television home shopping business, which sells brand name merchandise and
proprietary/private label consumer products at competitive prices. The Company's
live 24-hour per day television home shopping programming is distributed
primarily through long-term cable and satellite affiliation agreements and the
purchase of month-to-month full- and part-time lease agreements of cable and
broadcast television time. In February 2003, the Company sold ten of its eleven
low power television ("LPTV") stations leaving only one remaining low power
station under its control. Beginning in April 2003, the Company's programming
became available full-time to homes in the Boston, Massachusetts market over the
air via a full-power television broadcast station that the Company acquired. The
Company also complements its television home shopping business by the sale of a
broad array of merchandise through its Internet shopping website
(www.shopnbc.com).

On November 16, 2000, the Company entered into an exclusive license
agreement with National Broadcasting Company, Inc. ("NBC") pursuant to which NBC
granted ValueVision worldwide use of an NBC-branded name and the Peacock image
for a ten-year period. The Company rebranded its television home shopping
network and companion Internet shopping website as "ShopNBC" and "ShopNBC.com",
respectively, in fiscal 2001. This rebranding was intended to position
ValueVision as a multimedia retailer, offering consumers an entertaining,
informative and interactive shopping experience, and as a leader in the evolving
convergence of television and the Internet.

The Company, through its wholly owned subsidiary, ValueVision Interactive,
Inc. maintains the ShopNBC.com website and manages the Company's Internet
e-commerce initiatives. The Company, through its wholly owned subsidiary, VVI
Fulfillment Center, Inc. ("VVIFC"), provides fulfillment, warehousing and
telemarketing services to Ralph Lauren Media, LLC ("RLM"), the NBC Experience
Store in New York City and direct to consumer products sold on NBC's website,
fulfillment of non-jewelry merchandise sold on the Company's television home
shopping program and Internet website and fulfillment to its FanBuzz, Inc.
subsidiary. Through its wholly owned subsidiary, FanBuzz, Inc. ("FanBuzz"), the
Company also provides e-commerce and fulfillment solutions to some of the most
recognized sports, media and other well-known entertainment and retail
companies.

Effective May 16, 2002, the Company changed its name to ValueVision Media,
Inc. from ValueVision International, Inc. The Company is a Minnesota corporation
with principal and executive offices located at 6740 Shady Oak Road, Eden
Prairie, Minnesota 55344-3433. The Company was incorporated in the state of
Minnesota on June 25, 1990 and its fiscal year ends on January 31. The fiscal
year ended January 31, 2004 is designated fiscal "2003", the fiscal year ended
January 31, 2003 is designated fiscal "2002" and the fiscal year ended January
31, 2002 is designated fiscal "2001".

Electronic Media

The Company's principal electronic media activity is its live 24-hour per
day television home shopping network program. The Company's home shopping
network is the third largest television home shopping retailer in the United
States. Through its continuous merchandise-focused television programming, the
Company sells a wide variety of products and services directly to consumers.
Sales from the Company's television home shopping and companion Internet website
business, inclusive of shipping and handling revenues, totaled $581,998,000 and
$529,682,000, representing 94% and 95% of net sales, for fiscal 2003 and 2002,
respectively. Products are presented by on-air television home shopping
personalities and guests; viewers can then call a toll-free telephone number and
place orders directly with the Company or enter an order on the

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ShopNBC.com website. The Company's television programming is produced at its
Eden Prairie, Minnesota facility and is transmitted nationally via satellite to
cable system operators, satellite dish owners and to the Company's owned full
power broadcast television station WWDP TV-46 in Boston.

Products and Product Mix. Products sold on the Company's television home
shopping network include jewelry, electronics, giftware, collectibles, apparel,
health and beauty aids, housewares, fitness products, seasonal items and other
merchandise. The Company devoted a significant amount of airtime to jewelry
merchandise during fiscal 2003 and fiscal 2002. Jewelry accounted for 69% of the
programming airtime during fiscal 2003 and 73% of the programming airtime in
fiscal 2002. Jewelry represents the network's largest single category of
merchandise, representing 65% of television home shopping net sales in fiscal
2003, 69% in fiscal 2002 and 67% in fiscal 2001. Product diversification is
important to growing the Company's business. In particular, the Company will
continue to develop product offerings in the home, apparel, cosmetics and
consumer electronic categories. The Company's on-going product strategy will
focus on (i) jewelry and gems for core customers; (ii) value products, including
closeouts and opportunistic buys; (iii) highly demonstratable products that
leverage the television medium; and (iv) unique offers that cannot be found
elsewhere.

Program Distribution. As of December 31, 2003, there were approximately
108 million homes in the United States with a television set. Of those, there
were approximately 73 million basic cable television subscribers, approximately
20 million direct-to-home satellite subscribers and approximately 500,000 homes
with satellite dish receivers. Homes that receive the Company's television home
shopping programming 24 hours per day are counted as one full-time equivalent
("FTE") each and homes that receive the Company's programming for any period
less than 24 hours are counted based upon an analysis of time of day and day of
week that programming is received. ValueVision has continued to experience
growth in the number of FTE subscriber homes that receive the Company's
programming. As of January 31, 2004, the Company served a total of 61.9 million
subscriber homes, or 55.6 million FTEs, compared with a total of 55.1 million
subscriber homes, or 50.5 million FTEs as of January 31, 2003. Approximately
49.0 million, 44.1 million and 36.0 million subscriber homes at January 31,
2004, 2003 and 2002, respectively, received the Company's television home
shopping programming on a full-time basis. As of January 31, 2004, the Company's
television home shopping programming was carried by 1,011 broadcasting systems
(compared to 821 on January 31, 2003) on a full-time basis and 121 broadcasting
systems (compared to 101 on January 31, 2003) on a part-time basis. The total
number of cable homes that presently receive the Company's television home
shopping programming represents approximately 57% of the total number of cable
subscribers in the United States. NBC has the exclusive right to negotiate on
behalf of the Company for the distribution of its television home shopping
service pursuant to the terms of the strategic alliance between the Company, NBC
and GE Capital Equity Investments, Inc. entered into in March 1999 (See NBC and
GE Strategic Alliance discussed below).

Satellite Service. The Company's programming is distributed to cable
systems, the full power television station in Boston and satellite dish owners
via a leased communications satellite transponder. In March 1994, the Company
entered into a 12-year satellite lease on Galaxy 1R Transponder 12 offering
signal transmission to the cable programming industry, including the Company.
Satellite service may be interrupted due to a variety of circumstances beyond
the Company's control, such as satellite transponder failure, satellite fuel
depletion, governmental action, preemption by the satellite lessor and service
failure. The Company has an agreement for preemptable back-up satellite service
and believes it could arrange for such back-up service, on a first-come
first-served basis, if satellite transmission is interrupted. However, there can
be no assurance that the Company will be able to maintain such arrangements and
in such event the Company may incur substantial additional costs to enter into
new arrangements and be unable to broadcast its signal for some period of time.
The Company is currently in negotiations for a new long-term satellite lease
agreement.

B. BUSINESS STRATEGY

The Company's mission is to be a leader in innovative multimedia retailing,
offering consumers an entertaining, informative and interactive shopping
experience. The following strategies are intended to continue the growth of the
Company's core television home shopping business and complimentary website: (i)
leverage the strong brand recognition of the NBC name and associated Peacock
symbol to achieve greater brand recognition with the ShopNBC television channel
and ShopNBC.com internet shopping website;

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(ii) diversify the types of products offered for sale; (iii) increase program
distribution in the United States via new or expanded broadcast agreements with
cable and satellite operators and other creative means for reaching consumers
such as webcasting on shopnbc.com; (iv) increase average net sales per home by
increasing penetration within the existing audience base and by attracting new
customers through a broadening of our merchandise mix and targeted marketing
efforts; (v) continue to grow the Company's profitable Internet business with
innovative use of marketing and technology, such as advanced search strategies,
personalization, video-on-demand, 3-D imaging and unique auction capabilities;
(vi) upgrade the overall quality of the Company's network, programming and
customer support infrastructure consistent with expectations associated with the
NBC brand name; and (vii) leverage the service capabilities implicit in our
existing production, broadcasting, distribution and customer care capabilities
to support strategic partners, including NBC, Ralph Lauren Media's Polo.com, the
National Hockey League, ESPN and the Weather Channel.

PROGRAMMING DISTRIBUTION:

Cable Affiliation Agreements

As of January 31, 2004, the Company had entered into long-term affiliation
agreements with approximately 70 cable system operators which require each
operator to offer the Company's television home shopping programming
substantially on a full-time basis over their systems. The stated terms of the
affiliation agreements typically range from three to twelve years. Under certain
circumstances, the television operators may cancel the agreements prior to their
expiration. There can be no assurance that such agreements will not be so
terminated, and that such termination will not materially or adversely affect
the Company's business or that the Company will be able to successfully
negotiate acceptable terms with respect to any renewal of such contracts. The
affiliation agreements provide that the Company will pay each operator a monthly
access fee and marketing support payments based upon the number of homes viewing
the Company's television home shopping programming. Certain of the affiliation
agreements also require payment of one-time initial launch fees, which are
capitalized and amortized on a straight-line basis over the term of the
agreements. The Company is seeking to enter into affiliation agreements with
additional television operators providing for full or part-time carriage of the
Company's television home shopping programming.

A significant number of cable operators have started to offer cable
programming on a digital basis. The use of digital compression technology
provides cable companies with greater channel capacity. While greater channel
capacity increases the opportunity for the Company to be distributed, it also
may adversely impact the Company's ability to compete for television viewers to
the extent it results in higher channel position, placement of the Company's
programming in separate programming tiers, or the broadcast of additional
competitive and other channels.

Direct Satellite Service Agreements

The Company's programming is carried on the direct-to-home ("DTH")
satellite services DIRECTV and DISH Network. Carriage on DIRECTV and DISH
Network is full-time under long-term distribution agreements. As of January 31,
2004, the Company's programming reached a total of approximately 20 million DTH
homes on a full-time basis.

Other Methods of Program Distribution

The Company's programming is also made available full-time to "C"-band
satellite dish owners nationwide and, beginning in April 2003, was made
available to homes in the Boston, Massachusetts market over the air via a
full-power television broadcast station that a subsidiary of the Company
acquired. In the past the Company used a number of LPTV stations for similar
purposes. In fiscal 2003 the Company's LPTV stations and "C"-Band satellite dish
transmissions were collectively responsible for not more than 5% of the
Company's sales. In February 2003, the Company completed the sale of ten of its
eleven LPTV stations for a total of $5 million. Management does not expect the
sale of these stations to have a significant impact on the ongoing operations of
the Company.

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Internet Website

The Company's website, ShopNBC.com, provides viewers with an opportunity to
purchase general merchandise offered on the Company's television home shopping
program, and other related merchandise as well as to bid and purchase items on
the auction portion of the website. The Internet site, using state-of-the-art
webcasting technology, provides consumers with the opportunity to view: (i) the
Company's television home shopping program on a real-time basis; (ii) an archive
of past programming; and (iii) new programming developed specifically for the
Internet. Internet sales for fiscal 2003 increased at a far greater percentage
than television home shopping sales over fiscal 2002. Sales from the Company's
Internet website business, inclusive of shipping and handling revenues, totaled
$111,449,000 and $94,481,000 representing 18% and 17% of consolidated net sales
for fiscal 2003 and 2002, respectively. The Company expects to see continuing
strong growth in its Internet business and believes that its e-commerce business
both complements the Company's base television home shopping business and
provides an additional growth vehicle.

The Company's e-commerce activities are subject to a number of general
business regulations and laws regarding taxation and online commerce. Although
to date the Internet has been subject to minimal regulation, due to the
increasing popularity and use of the Internet and other online services, a
variety of laws and regulations have been or may be enacted that affect the
Internet and online services, covering such issues as advertising, pricing,
content, copyrights and trademarks, access by persons with disabilities,
distribution, taxation, characteristics and quality of products and services and
user privacy and security, including liability for security incidents to victims
of identity theft. Such laws and regulations could increase the costs and
liabilities associated with the Company's e-commerce activities. A temporary
moratorium on taxation on Internet sales expired in November 2003, and although
legislation is pending that would re-institute the moratorium on either a
temporary or permanent basis, many states and companies oppose such legislation.
In addition, in November 2002, a number of states approved a multi-state
agreement to simplify state sales tax laws by establishing one uniform system to
administer and collect sales taxes on traditional retailers and electronic
commerce merchants. No prediction can be made as to whether a new Internet tax
moratorium will be enacted, or whether individual states will enact legislation
requiring retailers such as the Company to collect and remit sales taxes on
transactions that occur over the Internet. Adding sales tax to the Company's
Internet transactions could negatively impact consumer demand. The federal
Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003,
or the "CAN-SPAM Act of 2003", was signed by President Bush on December 16, 2003
and went into effect on January 1, 2004 (the "Can-Spam Act"). The Can-Spam Act
pre-empts similar laws passed by over thirty states, some of which contain
restrictions or requirements that are viewed as stricter than the Act. The
Can-Spam Act is primarily an "Opt-Out" type law, that is, prior permission to
send an e-mail to a recipient is not required unless a recipient has
affirmatively opted out of such solicitations. The Can-Spam Act requires e-mails
of a commercial nature to contain a prominent "unsubscribe" function that allows
recipients to alert the sender that they do not desire to receive future e-mail
messages. In addition, the Can-Spam Act requires that all commercial e-mail
messages include a postal address unless the sender obtains "prior affirmative
assent" from the recipient. The Can-Spam Act further requires, in general, that
each commercial e-mail message contain a clear and conspicuous identification
that the message is an advertisement or solicitation for goods or services. This
Act may impact the Company's ability to effectively or routinely communicate to
its current and prospective customers.

Changes in consumer protection laws also may impose additional burdens on
those companies conducting business online. The adoption of any additional laws
or regulations may decrease the growth of the Internet or other online services,
which could, in turn, decrease the demand for the Company's products and
services and increase its cost of doing business through the Internet. Moreover,
it is not clear how existing laws governing issues such as sales and other taxes
and personal privacy would apply to the Internet and online commerce.

In addition, as the Company's website is available over the Internet in all
states, and as it sells to numerous consumers residing in these states, these
jurisdictions may claim that the Company is required to qualify to do business
as a foreign corporation in each state, a requirement that could result in taxes
and penalties for the failure to qualify. Any new legislation or regulation, the
application of laws and regulations from jurisdictions whose laws do not
currently apply to the Company's business or the application of existing

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laws and regulations to the Internet and other online services could have an
adverse effect on the growth of the Company's business in this area.

C. STRATEGIC RELATIONSHIPS

NBC TRADEMARK LICENSE AGREEMENT

On November 16, 2000, the Company entered into a Trademark License
Agreement (the "License Agreement") with NBC pursuant to which NBC granted the
Company an exclusive, worldwide license (the "License") for a term of 10 years
to use certain NBC trademarks, service marks and domain names to rebrand the
Company's business and corporate name and companion Internet website. The
Company subsequently selected the names "ShopNBC" and "ShopNBC.com." In
connection with the License Agreement, the Company issued to NBC warrants (the
"License Warrants") to purchase 6,000,000 shares of the Company's Common Stock
(the "Common Stock"), with an exercise price of $17.375 per share. The License
Warrants have a five-year term from the date of vesting and vest in one-third
increments. As of January 31, 2004, all of the License Warrants were vested.
Additionally, in connection with the License Agreement, the Company agreed to
accelerate the vesting of warrants to purchase 1,450,000 shares of Common Stock
granted to NBC in connection with the March 1999 Distribution and Marketing
Agreement between NBC and the Company discussed below.

The Company has also agreed under the License Agreement, among other
things, to (i) certain restrictions on using any trademarks, service marks,
domain names, logos or other source indicators owned or controlled by NBC, (ii)
the loss of its rights under the License with respect to specific territories
outside of the United States in the event the Company fails to achieve and
maintain certain performance targets, (iii) not own, operate, acquire or expand
its business to include certain businesses without NBC's prior consent, (iv)
comply with NBC's privacy policies and standards and practices, and (v) not own,
operate, acquire or expand the Company's business such that one third or more of
the Company's revenues or its aggregate value is attributable to certain
services provided over the Internet. The License Agreement also grants to NBC
the right to terminate the License Agreement at any time upon certain changes of
control of the Company, the failure by NBC to own a certain minimum percentage
of the outstanding capital stock of the Company on a fully-diluted basis, the
failure of NBC and the Company to agree on new trademarks, service marks or
related intellectual property rights, and certain other related matters.

NBC AND GE EQUITY STRATEGIC ALLIANCE

In March 1999, the Company entered into a strategic alliance with NBC and
GE Capital Equity Investments, Inc. ("GE Equity"). Pursuant to the terms of the
transaction, NBC and GE Equity acquired 5,339,500 shares of the Company's Series
A Redeemable Convertible Preferred Stock between April 1999 to June 1999 (the
"Preferred Stock"), and NBC was issued a warrant to acquire 1,450,000 shares of
the Company's Common Stock (the "Distribution Warrants"), with an exercise price
of $8.29 per share, under a Distribution and Marketing Agreement discussed
below. The Preferred Stock was sold for aggregate consideration of $44,265,000
(or $8.29 per share). In addition, the Company issued to GE Equity a warrant
(the "Investment Warrant") to increase its potential aggregate equity stake
(together with its affiliates, including NBC) at the time of exercise to 39.9%.
The Preferred Stock is convertible into an equal number of shares of the
Company's Common Stock, subject to customary anti-dilution adjustments, has a
mandatory redemption on the 10th anniversary of its issuance or upon a "change
of control" at its stated value ($8.29 per share), participates in dividends on
the same basis as the Common Stock and has a liquidation preference over the
Common Stock and any other junior securities. On July 6, 1999, GE Equity
exercised the Investment Warrant and acquired an additional 10,674,000 shares of
the Company's Common Stock for an aggregate of $178,370,000, or $16.71 per
share. Following the exercise of the Investment Warrant, the combined ownership
of the Company by GE Equity and NBC on a diluted basis was and is currently
approximately 40%.

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Shareholder Agreement

Pursuant to the Investment Agreement, the Company and GE Equity entered
into a Shareholder Agreement (the "Shareholder Agreement"), which provides for
certain corporate governance and standstill matters. The Shareholder Agreement
(together with the Certificate of Designation of the Preferred Stock) initially
provided that GE Equity and NBC would be entitled to designate nominees for an
aggregate of 2 out of 7 board seats so long as their aggregate beneficial
ownership is at least equal to 50% of their initial beneficial ownership, and 1
out of 7 board seats so long as their aggregate beneficial ownership is at least
10% of the "adjusted outstanding shares of Common Stock." GE Equity and NBC have
also agreed to vote their shares of Common Stock in favor of the Company's
nominees to the Board in certain circumstances. Subject to certain exceptions,
all committees of the Board were to include a proportional number of directors
nominated by GE Equity and NBC. The Shareholder Agreement also requires the
consent of GE Equity prior to the Company entering into any substantial
agreements with certain restricted parties (broadcast networks and internet
portals in certain limited circumstances), as well as taking any actions over
certain thresholds, as detailed in the agreement, regarding the issuance of
voting shares over a 12-month period, the payment of quarterly dividends, the
repurchase of Common Stock, acquisitions (including investments and joint
ventures) or dispositions, and the incurrence of debt greater than $40.0 million
or 30% of the Company's total capitalization. The Company is also prohibited
from taking any action that would cause any ownership interest of certain
Federal Communication Commission ("FCC") regulated entities from being
attributable to GE Equity, NBC or their affiliates.

The Shareholder Agreement provides that during the Standstill Period (as
defined in the Shareholder Agreement), subject to certain limited exceptions, GE
Equity and NBC are prohibited from: (i) any asset/ business purchases from the
Company in excess of 10% of the total fair market value of the Company's assets,
(ii) increasing their beneficial ownership above 39.9% of the Company's shares,
(iii) making or in any way participating in any solicitation of proxies, (iv)
depositing any securities of the Company in a voting trust, (v) forming,
joining, or in any way becoming a member of a "13D Group" with respect to any
voting securities of the Company, (vi) arranging any financing for, or providing
any financing commitment specifically for, the purchase of any voting securities
of the Company, (vii) otherwise acting, whether alone or in concert with others,
to seek to propose to the Company any tender or exchange offer, merger, business
combination, restructuring, liquidation, recapitalization or similar transaction
involving the Company, or nominating any person as a director of the Company who
is not nominated by the then incumbent directors, or proposing any matter to be
voted upon by the shareholders of the Company. If during the Standstill Period
any inquiry has been made regarding a "takeover transaction" or "change in
control" which has not been rejected by the Board, or the Board pursues such a
transaction, or engages in negotiations or provides information to a third party
and the Board has not resolved to terminate such discussions, then GE Equity or
NBC may propose to the Company a tender offer or business combination proposal.

In addition, unless GE Equity and NBC beneficially own less than 5% or more
than 90% of the adjusted outstanding shares of Common Stock, GE Equity and NBC
shall not sell, transfer or otherwise dispose of any securities of the Company
except for transfers: (i) to certain affiliates who agree to be bound by the
provisions of the Shareholder Agreement, (ii) which have been consented to by
the Company, (iii) pursuant to a third party tender offer, (iv) pursuant to a
merger, consolidation or reorganization to which the Company is a party, (v) in
a bona fide public distribution or bona fide underwritten public offering, (vi)
pursuant to Rule 144 of the Securities Act of 1933, as amended (the "Securities
Act"), or (vii) in a private sale or pursuant to Rule 144A of the Securities
Act; provided that, in the case of any transfer pursuant to clause (v) or (vii),
such transfer does not result in, to the knowledge of the transferor after
reasonable inquiry, any other person acquiring, after giving effect to such
transfer, beneficial ownership, individually or in the aggregate with such
person's affiliates, of more than 10% of the adjusted outstanding shares of the
Common Stock.

The Standstill Period will terminate on the earliest to occur of (i) the 10
year anniversary of the Shareholder Agreement, (ii) the entering into by the
Company of an agreement that would result in a "change in control" (subject to
reinstatement), (iii) an actual "change in control," (iv) a third party tender
offer (subject to reinstatement), or (v) six months after GE Equity and NBC can
no longer designate any nominees to the Board. Following the expiration of the
Standstill Period pursuant to clause (i) or (v) above

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(indefinitely in the case of clause (i) and two years in the case of clause
(v)), GE Equity and NBC's beneficial ownership position may not exceed 39.9% of
the Company's diluted outstanding stock, except pursuant to issuance or exercise
of any warrants or pursuant to a 100% tender offer for the Company.

On March 19, 2004 the Company, NBC and GE Equity agreed to amend the
Shareholder Agreement as follows: (i) to increase the authorized size of the
Company's board of directors to 9 from 7; (ii) to permit NBC and GE Equity to
appoint an aggregate of 3 directors instead of 2 to the Company's board of
directors; and (iii) to reflect that NBC and GE Equity would no longer have the
right to have its director-nominees on the Audit, Compensation or
Nominating/Governance Committees, in the event the committees must be comprised
solely of "independent" directors under applicable laws or Nasdaq regulations.
Instead, NBC and GE Equity would have the right to have an observer attend all
of these committee meetings, to the extent permitted by applicable law.

Registration Rights Agreement

Pursuant to the Investment Agreement, as amended, ValueVision and GE Equity
entered into a Registration Rights Agreement providing GE Equity, NBC and their
affiliates and any transferees and assigns, an aggregate of five demand
registrations and unlimited piggy-back registration rights.

Distribution and Marketing Agreement

NBC and the Company entered into the Distribution and Marketing Agreement
dated March 8, 1999 (the "Distribution Agreement") which provides that NBC shall
have the exclusive right to negotiate on behalf of the Company for the
distribution of its home shopping television programming service. As
compensation for such services, the Company currently pays NBC an annual fee of
approximately $1.6 million (increasing no more than 5% annually) and issued NBC
the Distribution Warrants. The exercise price of the Distribution Warrants is
$8.29 per share. Of the aggregate 1,450,000 shares subject to the Distribution
Warrants, 200,000 shares vested immediately, with the remainder vesting 125,000
shares annually over the 10-year term of the Distribution Agreement. In
conjunction with the Company's November 2000 execution of the Trademark License
Agreement with NBC, the Company agreed to accelerate the vesting of the
remaining unvested Distribution Warrants. The Distribution Warrants are
exercisable for five years after vesting. Because NBC successfully delivered to
the Company 10 million FTE homes pursuant to the Distribution Agreement, NBC is
entitled to additional warrants to acquire Common Stock at the then current
market price. In fiscal 2001, the Company issued to NBC additional warrants to
purchase 343,725 shares of the Company's Common Stock at an exercise price of
$23.07. In the fourth quarter of fiscal 2002, the Company issued to NBC
additional warrants to purchase 36,858 shares of the Company's Common Stock at
an exercise price of $15.74 per share. These additional warrants were issued as
a result of NBC meeting its original performance target. NBC may terminate the
Distribution Agreement if the Company enters into certain "significant
affiliation" agreements or a transaction resulting in a "change of control." On
April 7, 2004, NBC exercised a portion of the Distribution Warrants in a
cashless exercise acquiring 101,509 shares of the Company's Common Stock.

POLO RALPH LAUREN/RALPH LAUREN MEDIA ELECTRONIC COMMERCE ALLIANCE

In February 2000, the Company entered into an electronic commerce strategic
alliance with Polo Ralph Lauren, NBC, NBCi and CNBC whereby the parties created
RLM, a joint venture. RLM is currently owned 50% by Polo Ralph Lauren, 37.5% by
NBC and its affiliates and 12.5% by the Company. In exchange for their ownership
interest in RLM, NBC agreed to contribute $110 million of television and online
advertising on NBC and CNBC properties, NBCi agreed to contribute $40 million in
online distribution and promotion and the Company agreed to contribute up to $50
million, all of which had been funded as of January 31, 2003. RLM's premier
initiative is Polo.com. Polo.com officially launched in November 2000 and
includes an assortment of men's, women's and children's products across the
Ralph Lauren family of brands as well as unique gift items. In connection with
the formation of RLM, the Company entered into various agreements setting forth
the manner in which certain aspects of the business of RLM are to be managed and
certain of the members' rights, duties and obligations with respect to RLM. In
the fourth quarter of fiscal 2002, the

7

Company wrote off its investment in RLM because it determined that the decline
in the value of its investment was other than temporary. The Company still
retains its 12.5% ownership interest in RLM.

Agreement for Services

As part of the strategic alliance with RLM, RLM and VVIFC entered into an
Agreement for Services under which VVIFC, a wholly owned subsidiary of the
Company, agreed to provide to RLM, on a cost plus basis, certain telemarketing
services, order and record services, and fulfillment and warehouse services. The
original term of this agreement continued until June 30, 2010, subject to
one-year renewal periods after 2010, under certain conditions.

In the fourth quarter of fiscal 2002, VVIFC agreed to amend its existing
customer care and fulfillment services agreement with RLM in exchange for an $11
million cash payment. The cash payment was made in consideration for VVIFC's
fixed asset impairment related to the underutilization of the fulfillment center
used by VVIFC to provide services to RLM, for early termination of its original
long term services agreement and for the change in terms of the agreement
through the end of the period in which services are to be provided. In
accordance with this amendment, RLM is permitted to negotiate with other parties
to provide it with customer care and fulfillment services. The Company continues
to provide the services to RLM at a flat cost per order. This agreement may be
terminated by either party on 90 days notice.

D. MARKETING AND MERCHANDISING

Electronic Media

The Company's television and Internet revenues are generated from sales of
merchandise and services offered through its television home shopping
programming. The Company's television home shopping business utilizes live
television 24 hours a day, seven days a week, to create an interactive and
entertaining atmosphere to effectively describe and demonstrate the Company's
merchandise. Selected customers participate through live conversations with
on-air hosts and occasional celebrity guests. The Company believes its customers
make purchases based primarily on convenience, value, quality of merchandise and
promotional offerings including financing. The Company supplements its studio
programming with occasional live on-location programs. The Company believes that
its customers are primarily women between the ages of 35 and 55, with annual
household income of approximately $50,000 to $75,000. ValueVision schedules
special programming at different times of the day and week to appeal to specific
viewer and customer profiles. The Company features frequent announced and
occasionally unannounced, special bargain, discount and inventory-clearance
sales in order to, among other reasons, encourage customer loyalty or add new
customers.

The Company's television home shopping merchandise is generally offered at
or below comparable retail prices. Jewelry accounted for approximately 65% of
the Company's television home shopping net sales in fiscal 2003, 69% in fiscal
2002 and 67% in fiscal 2001. Electronics (primarily computers), giftware, home
decor, collectibles and related merchandise, apparel, health and beauty aids,
housewares, fitness products, seasonal items and other merchandise comprise the
remaining product sales. The Company continually introduces new products on its
home shopping program. Inventory sources include manufacturers, wholesalers,
distributors, and importers. The Company intends to continue to promote private
label merchandise, which generally has higher than average margins.

ShopNBC Catalog

Starting in fiscal 2001, the Company initiated a new ShopNBC catalog
program. The ShopNBC catalog is mailed out on a targeted basis approximately
five times per year to the Company's premier and new customers. In fiscal 2003,
the Company again experienced favorable response rates with respect to its
ShopNBC catalog mailings.

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ShopNBC Private Label Credit Card

In October 2001, the Company launched a private label credit card program
using the ShopNBC name in partnership with Alliance Data Systems. The ShopNBC
credit card program provides a number of benefits to ShopNBC customers,
including providing a discount upon first use of their ShopNBC card, deferred
billing options and other special offers. During fiscal 2003, the Company issued
its two hundred thousandth ShopNBC credit card and customer use of the ShopNBC
card accounted for approximately 20% of the Company's sales. The Company
believes that the use of the ShopNBC credit card helps to further customer
loyalty and reduces the Company's overall bad debt exposure since the credit
card issuer bears the risk of bad debt on ShopNBC credit card transactions.

Favorable Purchasing Terms

The Company obtains products for its direct marketing businesses from
domestic and foreign manufacturers and suppliers and is often able to make
purchases on favorable terms based on the volume of products purchased or sold.
Many of the Company's purchasing arrangements with its television home shopping
vendors include inventory terms that allow for return privileges of a portion of
the order or stock balancing. The Company generally does not have long-term
commitments with its vendors and a variety of sources are available for each
category of merchandise sold. In fiscal 2003, products purchased from one vendor
accounted for approximately 14% of the Company's consolidated net sales. The
Company believes that they could find alternative sources for this vendor's
products if this vendor ceased supplying merchandise, however, the unanticipated
loss of any large supplier could impact the Company's sales and earnings on a
temporary basis.

E. ORDER ENTRY, FULFILLMENT AND CUSTOMER SERVICE

The Company's products are available for purchase via toll-free "800"
telephone numbers. Since 1999, the Company has maintained an agreement with West
Teleservices Corporation to provide the Company with telephone order entry
operators for taking of home shopping customer orders. West Teleservices
provides teleservices to the Company from a service site located in Baton Rouge,
Louisiana as well as through home agents. In fiscal 2002, the Company also
contracted with eTelecare International located in the Philippines to provide
additional order entry options, provide overnight support and to handle the
Company's additional call volume. The move was made to increase call capacity,
create redundant telecommunications paths and reduce operating expenses.

The Company owns a 262,000 square foot distribution facility in Bowling
Green, Kentucky, which the Company uses to fulfill its obligations under the
services agreement entered into with RLM. In 2001, the Company entered into an
agreement with NBC to provide fulfillment and support services for the NBC store
in New York and direct to consumer products sold for NBC on the ShopNBC.com
website from this facility. In addition to supporting RLM and the NBC store, the
Bowling Green fulfillment facility provides fulfillment support for NBC and
Telemundo direct response broadcast campaigns. The Company's Bowling Green
facility is also used for the fulfillment of non-jewelry merchandise sold on the
Company's television home shopping program and the ShopNBC website.
Additionally, this facility provides support services to another of the
Company's subsidiaries, FanBuzz, Inc. The Company distributes jewelry and other
smaller merchandise from its Eden Prairie, Minnesota fulfillment center.

The majority of customer purchases are paid by credit card and debit cards.
As discussed above, in fiscal 2001, the Company launched a private label credit
card program using the ShopNBC name. Purchases made with the ShopNBC credit card
are non-recourse to ValueVision. The Company also utilizes an installment
payment program called "ValuePay," (not currently available on the ShopNBC card)
which entitles television and Internet home shopping customers to pay via credit
card for certain merchandise offered in two to six equal monthly installments.
The Company intends to continue to sell merchandise using the ValuePay program
due to its significant promotional value. It does, however, create a credit
collection risk from the potential inability to collect outstanding balances.

The Company maintains a product inventory, which consists primarily of
consumer merchandise held for resale. The product inventory is valued
principally at the lower of average cost or realizable value, and the

9

Company reduces its balance by an allowance for excess and obsolete merchandise.
As of January 31, 2004 and 2003, the Company had inventory balances of
$67,620,000 and $61,246,000, respectively.

Merchandise is shipped to customers via the United States Postal Service
and Federal Express or other recognized carriers. The Company also has
arrangements with certain vendors who ship merchandise directly to its customers
after an approved customer order is processed.

In October 2002, the Company consolidated all of its in-house customer
service functions to its Brooklyn Center, Minnesota facility, a move that
increased customer service capabilities. In fiscal 2002, the Company also
contracted with RMH Teleservices, Inc. through its Thunder Bay, Canada call
center facility to handle order and return status and overflow customer service
inquiries.

The Company's television home shopping and Internet return policy allows a
standard 30-day refund period from the date of invoice for all customer
purchases. The Company's return rates on its television and Internet sales have
been approximately 34% to 36% over the past three fiscal years. Management
attributes the high return rate in part to the fact that it generally maintained
higher than average selling price points of over $200 in fiscal 2003 and fiscal
2002 and to the high percentage of sales attributable to jewelry products. The
Company is continuing to manage return rates by adjusting average selling price
points and product mix in an effort to reduce the overall return rate related to
its home shopping business.

F. COMPETITION

The direct marketing and retail businesses are highly competitive. In its
television home shopping and Internet (e-commerce) operations, the Company
competes for consumer expenditures with other forms of retail businesses,
including traditional "brick and mortar" department, discount, warehouse and
specialty stores, other mail order, catalog and television home shopping
companies, infomercial companies and other direct sellers.

The Company also competes with retailers who sell and market their products
through the highly competitive Internet medium. The number of companies
providing these types of services over the Internet is large. As the use of the
Internet and other online services increase, larger, well-established and
well-financed entities may continue to acquire, invest in or form joint ventures
with providers of e-commerce and direct marketing solutions, and existing
providers of e-commerce and direct marketing solutions may continue to
consolidate.

The television home shopping industry is highly competitive and is
dominated by two companies, QVC Network, Inc. ("QVC") and HSN, Inc. (formerly
known as Home Shopping Network, Inc. ("HSN")). The Company believes that the
home shopping industry is attractive to consumers, cable companies,
manufacturers and retailers. The industry offers consumers convenience, value
and entertainment, and offers manufacturers and retailers an opportunity to
test-market new products, increase brand awareness and access additional
channels of distribution. The Company believes the industry is well positioned
to compete with other forms of basic cable programming for cable airtime because
home shopping networks compensate basic cable television operators, whereas
other forms of cable programming typically receive compensation from cable
operators for carriage. The Company competes for cable distribution with all
other programmers, including other television home shopping networks such as
QVC, HSN, Shop at Home, Inc. ("SATH") and the American Collectibles Network
("ACN"). The Company currently competes for viewership and sales with QVC, HSN,
SATH and ACN in virtually all of its markets. The Company is at a competitive
disadvantage to QVC and HSN in attracting viewers due to the fact that the
Company's programming is not carried full time in all of its markets, and that
the Company may have less desirable cable channels in many markets. In 2002,
SATH and E.W. Scripps Company ("Scripps") announced the completion of a
transaction that resulted in Scripps owning a controlling interest in the SATH
television-retailing network. Scripps is a media company with interests in
newspaper publishing, broadcast television, national television networks and
interactive media. QVC is currently owned by Liberty Media Corp. HSN is a wholly
owned subsidiary of InterActiveCorp. Liberty Media, Scripps and InterActiveCorp
are larger, more diversified and have greater financial, marketing and
distribution resources than the Company.

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The Company expects increasing competition for viewers/customers and for
experienced home shopping personnel from major cable systems, television
networks, e-commerce and other retailers that may seek to enter the television
home shopping industry. The continued evolution and consolidation of retailers
on the Internet, together with strategic alliances being formed by other
television home shopping networks and Internet companies, will also result in
increased competition. The Company will also compete to lease cable television
time and enter into cable affiliation agreements. Entry and ultimate success in
the television home shopping industry is dependent upon several key factors, the
most significant of which is obtaining carriage on additional cable systems. The
Company believes that it is positioned to compete because of its established
relationships with cable operators and its strategic relationship with NBC and
GE Equity. No assurance can be given, however, that the Company will be able to
acquire additional cable carriage at prices favorable to the Company. In March
2002, a federal court invalidated certain FCC rules limiting the number of U.S.
multichannel subscribers that any cable or other television programming
distributor can serve and limiting the number of individual channels any cable
operator can carry that belong to affiliated companies; further industry
consolidation that might result from such legal decisions could adversely impact
the Company's ability to obtain carriage by cable providers. The FCC and
Congress have recently enacted new rules and laws concerning media ownership
(See Section G "Federal Regulation"). In addition, continued consolidation in
the cable and satellite industry may lead to higher costs for the Company's
programming over time.

G. FEDERAL REGULATION

The cable television industry and the broadcasting industry in general are
subject to extensive regulation by the FCC. The following does not purport to be
a complete summary of all of the provisions of the Communications Act of 1934,
as amended (the "Communications Act"), the Cable Television Consumer Protection
Act of 1992 (the "Cable Act"), the Telecommunications Act of 1996 (the
"Telecommunications Act") or other laws and FCC rules or policies that may
affect the operations of the Company.

Cable Television

The cable industry is regulated by the FCC under the Cable Act and FCC
regulations promulgated thereunder, as well as by local governments with respect
to certain franchising matters.

Must Carry. In general, the FCC's "must carry" rules under the Cable Act
entitle analog full power television stations to mandatory cable carriage of
their signals, at no charge, to all cable homes located within each station's
broadcast area provided that the signal is of adequate strength, and the cable
system has "must carry" designated channels available. FCC rules currently
extend similar cable "must carry" rights to the primary video and
programming-related material of new television stations that transmit only
digital television signals, and to existing television stations that return
their analog spectrum and convert to digital operations. The extent to which
cable providers may or may not be required to provide "must carry" rights to
full power television stations after the close of the transition to digital
television is discussed below in Advanced Television Systems. The FCC has also
been asked to reevaluate its 1993 extension of "must carry" rights to
predominantly home shopping television stations. It has yet to act on that
request, and there can be no assurance that home shopping television stations
will continue to have "must carry" rights. In addition, under the Cable Act,
cable systems may petition the FCC to determine that a station is ineligible for
"must carry" rights because of such station's lack of service to the community,
its previous noncarriage, or other factors. The unavailability of "must carry"
rights to the Company's existing or future stations would likely substantially
reduce the number of cable homes that could be reached by any full power
television station that the Company owns or may acquire or on which it might
provide programming.

Broadcast Television

General. The Company's acquisition and operation of television stations
are subject to FCC regulation under the Communications Act. The Communications
Act prohibits the operation of television broadcasting stations except under a
license issued by the FCC. The statute empowers the FCC, among other things, to
issue, revoke and modify broadcasting licenses, adopt regulations to carry out
the provisions of the

11

Communications Act and impose penalties for violation of such regulations. In
addition, FCC rules prohibit foreign governments, representatives of foreign
governments, aliens, representatives of aliens, and corporations and
partnerships organized under the laws of a foreign nation from holding broadcast
licenses. Aliens may own up to 20% of the capital stock of a licensee
corporation, or generally up to 25% of a U.S. corporation, which, in turn, has a
controlling interest in a licensee.

Full Power Television Stations. In April 2003, a wholly owned subsidiary
of the Company acquired a full-power television station serving the Boston,
Massachusetts market. The Company's license for its Boston, Massachusetts
television station will expire in April 2007, but will be renewed upon a showing
to the FCC that the station has served the public interest, and that there have
been no serious violations by the station of the FCC's rules and regulations.

Low Power Television Stations. In February 2003, the Company completed the
sale of ten of its eleven LPTV stations. Management believes that the sale of
these stations will not have a significant impact on the ongoing operations of
the Company.

Broadcast Multiple Ownership Limits. Many of the Company's existing and
potential competitors are larger and more diversified than the Company, or have
greater financial, marketing, merchandising and distribution resources. Changes
to the FCC's media ownership rules could permit increased consolidation in the
broadcast industry, making it more difficult for the Company to compete. On June
2, 2003, the FCC adopted new rules that significantly relax the limits and
restrictions on media ownership. Among other changes, the FCC increased the
percentage share of U.S. television households one television network owner can
reach from 35% to 45%. The FCC also significantly revised its rules governing
the common ownership of more than one television station in any given market. In
television markets (Designated Market Areas, or "DMAs") with five or more
television stations, a company may own two TV stations, but only one of these
stations can be among the top four in ratings. In DMAs with 18 or more
television stations, a company can own three television stations, but only one
of these stations can be among the top four in ratings. The FCC has also
announced a waiver process for markets with 11 or fewer television stations in
which two top-four stations seek to merge.

In January 2004, Congress passed legislation that would allow a television
a broadcaster to own local TV stations reaching 39% of the nation's households,
up from the current 35% limit but less than the 45% cap passed by the FCC last
year as part of a general relaxation of media ownership rules, as described
above. The practical effect of this legislation is that the Fox Broadcasting
Company and CBS-parent Viacom, Inc., which both own stations reaching about 38%
of viewers, can continue to own all of their respective television stations, and
that NBC-parent General Electric Company and ABC-parent Disney, Inc. can acquire
additional stations. The new legislation locks in the ownership cap, barring the
FCC from easing it further, but it also gives broadcasters two years to sell
stations if they exceed the limit. A federal appeals court has stayed certain of
the other new FCC rules described above while it reviews a number of pending
legal challenges.

Alternative Technologies

Alternative technologies could increase the types of systems on which the
Company may seek carriage. Four direct broadcast satellite systems ("DBS")
currently provide service to the public and the number of DBS subscribers has
increased to more than 20.4 million households as of June 2003. Congress has
enacted legislation designed to facilitate the delivery by DBS operators of
local broadcast signals and thereby to promote DBS competition with cable
systems.

Advanced Television Systems

Technological developments in television transmission will in the future
make it possible for the broadcast and nonbroadcast media to provide advanced
television services -- television services using digital or other advanced
technologies. The FCC in late 1996 approved a digital television ("DTV")
technical standard to be used by television broadcasters, television set
manufacturers, the computer industry and the motion picture industry. This DTV
standard allows the simultaneous transmission of multiple streams of digital
data on the bandwidth presently used by a normal analog channel. It is possible
to broadcast one "high definition" channel

12

("HDTV") with visual and sound quality superior to present-day television or
several "standard definition" channels ("SDTV") with digital sound and pictures
of a quality slightly better than present television; to provide interactive
data services, including visual or audio transmission, on multiple channels
simultaneously; or to provide some combination of these possibilities on the
multiple channels allowed by DTV.

While broadcasters currently do not have to pay to obtain digital channels,
the FCC has ruled that a television station that receives compensation from a
third party for the ancillary or supplementary use of its DTV spectrum (e.g.,
data transmission or paging services) must pay a fee of five percent of gross
revenues received. The FCC has rejected a proposal that fees be imposed when a
DTV broadcaster receives payment for transmitting home shopping programming,
although it left open the question whether interactive home shopping programming
might be treated differently.

It is not yet clear whether and how television broadcast stations will be
able to profit by the transition to DTV; the extent of any potential
interference with analog channels; whether viewing audiences will make choices
among services upon the basis of such differences; whether and how quickly the
viewing public will embrace the cost of the new digital television sets and
monitors; to what extent the DTV standard will be compatible with the digital
standards adopted by cable, DBS and other services; or whether significant
additional expensive equipment will be required for television stations to
provide digital service, including HDTV and supplemental or ancillary data
transmission services. In addition, it is unclear what rights television
broadcast stations will have to obtain carriage of their digital signals on
local cable systems. As noted above, the FCC's "must carry" rules generally
entitle analog full power television stations to mandatory cable carriage of
their signals, at no charge, to all cable homes located within each station's
ADI. Although FCC rules currently extend similar cable "must carry" rights to
the primary video and programming-related material of new television stations
that transmit only digital television signals, and to existing television
stations that return their analog spectrum and convert to digital operations,
the FCC has yet to determine what "must carry" rights, if any, will be available
to digital television stations at the close of the DTV transition.

As part of the nationwide transition from analog to digital broadcasting,
each full power television station has been granted a second channel by the FCC
on which to initiate digital operations. A federal statute requires that, after
December 31, 2006, or the date on which 85% of television households in a
television market are capable of receiving digital services, broadcasters must
surrender analog signals and broadcast only on their allotted digital frequency.
As part of this transition, the spectrum currently used by broadcasters
transmitting on channels 52-69 will be transitioned to use by new wireless and
public safety operators. Some broadcast stations, including the Company's
Boston, Massachusetts station, have been given a digital channel allocation
within this spectrum. Under FCC rules, although stations awarded digital
channels between channels 52 and 69 may use those channels during the digital
transition, by the December 2006 deadline they must either seek an alternative
digital channel below channel 52 on which to transmit their digital signal, or
transition their digital operations to their analog channel. There can be no
guarantee that the Company will be able to locate a suitable channel below
channel 52 on which to provide digital transmissions after the close of the
transition to digital television.

Telephone Companies' Provision of Programming Services

The Telecommunications Act eliminated the previous statutory restriction
forbidding the common ownership of a cable system and telephone company. The
Company cannot predict how many telephone companies will begin operation of open
video systems ("OVS") or otherwise seek to provide video programming services,
or whether such video providers will be likely to carry the Company's
programming. The FCC has adopted rules that impose on open video systems many of
the obligations imposed upon cable systems, including those pertaining to "must
carry" and retransmission consent. The FCC has certified a number of OVS
operators to offer OVS service; in addition, a number of local carriers are
planning to provide or are providing video programming as traditional cable
systems while other local exchange carriers are using VDSL (video digital
subscriber loop) technology to deliver video programming, high-speed Internet
access, and telephone service over existing copper telephone lines.

13

Regulations Affecting Multiple Payment Transactions

The announced antitrust settlement between MasterCard, VISA and
approximately 8 million retail merchants raises certain issues for retailers who
accept telephonic orders that involve consumer use of debit cards for multiple
or continuity payments. A condition of the settlement agreement provides that
the code numbers or other means of distinguishing between debit or credit cards
be made available to merchants by VISA and MasterCard; under certain Federal
Reserve Board regulations, this may require merchants to obtain consumers'
written consent for preauthorized transfers where the merchant is aware that the
method of payment is a debit card as opposed to a credit card. The Company
believes that debit cards are currently being offered as the payment vehicle in
approximately 25 percent of VISA and MasterCard transactions with the Company.
While the Company is working with industry associations and counsel to seek
clarification and develop appropriate procedures for transactions involving
debit cards for multiple or continuity payments, there can be no assurance that
(i) such procedures will be developed, (ii) that such procedures, if developed,
would not negatively impact the customer experience, or (iii) that the Company's
ability to accept debit cards for multiple or continuity payments in the future
will not be adversely affected which could lead to reduced sales.

H. SEASONALITY AND ECONOMIC SENSITIVITY

The Company's businesses are subject to seasonal fluctuation, with the
highest sales activity normally occurring during the Company's fourth fiscal
quarter of the year, November through January. Seasonal fluctuation in demand is
generally associated with fourth quarter seasonal holidays. The Company's
businesses are also sensitive to general economic conditions and business
conditions affecting consumer spending. Additionally, the Company's television
audience (and therefore sales revenue) can be significantly impacted by major
world or domestic events, which divert audience attention away from the
Company's programming.

I. EMPLOYEES

At January 31, 2004, the Company, including its wholly owned subsidiaries,
had approximately 990 employees, the majority of whom are employed in customer
service, order fulfillment and television production. Approximately 13% of the
Company's employees work part-time. The Company is not a party to any collective
bargaining agreement with respect to its employees. Management considers its
employee relations to be good.

J. EXECUTIVE OFFICERS OF THE REGISTRANT

Set forth below are the names, ages and titles of the persons serving as
executive officers of the Company.

William J. Lansing joined the Company as President and Chief Executive
Officer in December 2003 and is also a member of the Company's Board of
Directors. Mr. Lansing has more than fifteen years of senior management
experience, including positions as president and CEO at public companies in the
consumer direct marketing and Internet commerce arenas. Mr. Lansing joined
ValueVision from General Atlantic Partners, a global private equity firm, where
he was a partner from September 2001 to December 2003. Prior to joining

14

Global Atlantic Partners, Mr. Lansing served as CEO of NBC Internet, a
Nasdaq-listed company, from March 2000 to August 2001 and served as President
and later as CEO of Fingerhut Companies, then the nation's second largest
catalog retailer and a NYSE-listed company, from May 1998 to March 2000. Prior
to joining Fingerhut, from October 1996 to April 1998, Mr. Lansing was at
General Electric, where he served as Vice President of Business Development,
reporting to Chairman Jack Welch. From January 1996 to October 1996, Mr. Lansing
was Chief Operating Officer of Prodigy, Inc., where he launched the company's
flagship Prodigy Internet offering. Earlier in his career, Mr. Lansing was a
partner at McKinsey and Company. Mr. Lansing currently serves on the board of
directors of Digital River, Inc.

Richard D. Barnes joined the Company as Senior Vice President and Chief
Financial Officer in November 1999 and was appointed Executive Vice President in
December 2000 and Chief Operating Officer in July 2001. From 1996 to November
1999, Mr. Barnes was a key financial executive with Bell Canada in Toronto,
serving as Senior Vice President, Operations, and Financial Management. At Bell
Canada, a major telecommunications supplier, Barnes was also a Group Vice
President of Finance, Planning, and Strategy. From 1993 to 1996, Mr. Barnes was
Vice President & Controller at The Pillsbury Company, a consumer food product
manufacturer and marketer. His previous business experience was principally in
the consumer products industry, holding CFO and/or other key financial,
development and strategic management positions with Bristol-Myers Squibb, The
Drackett Company (a Bristol-Myers subsidiary), Bristol-Myers Products Canada
Inc., Bristol-Myers Pharmaceutical Group, and Procter & Gamble Inc.

Brenda Boehler joined the Company as Executive Vice President of
Merchandising in February 2004. Ms. Boehler has more than sixteen years of
merchandising, direct marketing and e-commerce experience. From July 2003 to
February 2004, Ms. Boehler was in product development and design at Target
Corporation, responsible for developing a comprehensive branding strategy for
the retailer's home business. Previously, from January 1990 to August 2002, she
served in a number of senior and executive positions at Fingerhut Companies, a
leading catalog and Internet retailer, serving most recently as Senior Vice
President of Merchandising from March 1999 to August 2002 and as Vice President
of Home and Apparel from February 1996 to March 1999. Ms. Boehler began her
merchandising career at CVN Companies in 1986, a television home shopping
business that was merged into QVC.

Scott Danielson joined the Company as Executive Vice President and
Executive Producer in February 2004. Mr. Danielson has more than twenty-two
years of experience in developing, producing and marketing consumer products and
services for companies such as AOL, ESPN, TNT and HBO. During his Emmy-award
winning career, he served as President and Chief Executive Officer of Squeezoom,
LLC from August 2000 until February 2004, President and Chief Executive Officer
of PlanetClick, Inc. from May 1999 to August 2000, Vice President and head of
product design for America Online, Inc. from November 1996 to April 1999, Senior
Vice President and General Manager at Prodigy, Inc. from May 1995 to October
1996 and cofounder and Managing Partner of PMcD Design, Inc. from January 1991
to May 1995.

Nathan E. Fagre joined the Company as Senior Vice President, General
Counsel and Secretary in May 2000. From 1996 to 2000, Mr. Fagre was Senior Vice
President and General Counsel of Occidental Oil and Gas Corporation in Los
Angeles, California, the oil and gas operating subsidiary of Occidental
Petroleum Corporation. At Occidental, an international oil exploration and
production company, Mr. Fagre was also a member of the Executive Committee. From
1995 to 1996, Mr. Fagre was Vice President and Deputy General Counsel of
Occidental International Exploration and Production Company. His previous legal
experience included corporate and securities law practice with the law firms of
Sullivan & Cromwell in New York and Gibson, Dunn & Crutcher in Washington, D.C.

W. Stann Leff joined the Company as Vice President -- Human Resources in
May 1999 and was appointed Senior Vice President in December 2000. From 1985
until joining the Company, Mr. Leff was senior Vice President of Human Resources
for four different divisions of May Department Stores in the cities of
Cleveland, St. Louis, Los Angeles, and Portland, respectively during that
period. Mr. Leff represents ValueVision Media as Vice Chairman of the Board of
Directors of the Minnesota Special Olympics.

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K. CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

Certain information contained herein and other materials filed by the
Company with the Securities and Exchange Commission (as well as information
included in oral statements or other written statements made or to be made by
the Company) contains certain "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements are based
on management's current expectations and are accordingly subject to uncertainty
and changes in circumstances. Actual results may vary materially from the
expectations contained herein due to various important factors, including (but
not limited to): consumer spending and debt levels; interest rates; competitive
pressures on sales; pricing and gross profit margins; the level of cable and
satellite distribution for the Company's programming and the fees associated
therewith; the success of the Company's e-commerce and branding initiatives; the
success of the Company's strategic alliances and relationships; the ability of
the Company to manage its operating expenses successfully; risks associated with
acquisitions; changes in governmental or regulatory requirements; litigation or
governmental proceedings affecting the Company's operations; and the ability of
the Company to obtain and retain key executives and employees. Investors are
cautioned that all forward-looking statements involve risk and uncertainty and
the Company is under no obligation (and expressly disclaims any such obligation
to) update or alter its forward-looking statements whether as a result of new
information, future events or otherwise.

L. RISK FACTORS

In addition to the general investment risks and those factors set forth
throughout this document (including those set forth under the caption
"Cautionary Statement Concerning Forward-Looking Information"), the following
risks should be considered regarding the Company.

THE COMPANY HAS A HISTORY OF LOSSES AND MAY NOT BE ABLE TO ACHIEVE OR MAINTAIN
PROFITABLE OPERATIONS IN THE FUTURE.

The Company experienced operating losses of approximately $5.5 million,
$10.5 million and $10.9 million in fiscal 2001, 2002 and 2003, respectively. The
Company reported a net loss per diluted share of $.78, $.25, $1.06 and $.32 in
fiscal 2000, 2001, 2002 and 2003, respectively. Net losses of approximately
$47.7 million, $11.3 million, $23.9 million and $1.7 million in fiscal 1999,
2000, 2001, 2002 and 2003, respectively, were derived from investment write
downs in fiscal 2000, 2001, 2002 and 2003. There is no assurance that the
Company will be able to achieve or maintain profitable operations in future
fiscal years.

THE COMPANY LICENSES THE "SHOPNBC" NAME AND CERTAIN LOGOS FROM NBC PURSUANT TO
AN AGREEMENT THAT IF TERMINATED WOULD CAUSE THE COMPANY TO PURSUE A NEW BRANDING
STRATEGY AT SIGNIFICANT EXPENSE.

As discussed above, in November 2000, the Company entered into a Trademark
License Agreement with NBC pursuant to which NBC granted the Company an
exclusive, worldwide license for a term of 10 years to use certain NBC
trademarks, service marks and domain names to effectively rebrand the Company's
business and corporate name and companion Internet website. Under the terms of
the agreement, the Company's television home shopping network, previously called
ValueVision, and companion Internet website was rebranded to ShopNBC and
ShopNBC.com, respectively. In addition, the License Agreement contains
significant restrictions on the Company's ability to use the rights granted to
it in connection with businesses other than certain specified "permitted
businesses." This restricts the ability of the Company to take advantage of
certain business opportunities. NBC has the right to terminate the License
Agreement at any time upon certain changes of control of the Company, the
failure by NBC to own a certain minimum percentage of the outstanding capital
stock of the Company on a fully diluted basis and certain other related matters.
In addition, the use of the NBC trademarks, service marks and domain names are
limited to the ten-year license term without automatic renewal. The non renewal
or termination of the License Agreement would require the Company to pursue a
new branding strategy, which would entail significant expense and time to create
and could have a negative impact on the Company's presence in the marketplace.
This may result in a material adverse effect on the Company's sales and results
of operations.

16

NBC, GE AND THEIR AFFILIATES, WHOSE INTERESTS MAY DIFFER FROM THOSE OF OTHER
SHAREHOLDERS, HAVE SIGNIFICANT INFLUENCE/CONTROL OVER THE COMPANY.

As a result of its equity ownership of the Company, NBC and GE Equity can
exert substantial influence over the election of directors and the management
and affairs of the Company. Accordingly, GE Equity may have sufficient voting
power to determine the outcome of various matters submitted to the Company's
shareholders for approval, including mergers, consolidations and the sale of all
or substantially all of the Company's assets. Such control may result in
decisions that are not in the best interests of the Company or its shareholders.
In addition, because NBC has the exclusive right to negotiate for the
distribution of the Company's television home shopping programming, a
termination of the strategic alliance with NBC could adversely affect the
Company's ability to increase the number of households receiving the Company's
television programming. The Preferred Stock issued to NBC and GE Equity may also
be redeemed upon certain "changes of control" of the Company and in any event,
must be redeemed upon the ten-year anniversary of its issuance. In the event of
any such redemption, the requirement of the Company to pay cash in connection
with such redemption may have a material impact on the Company's liquidity and
cash resources.

GOVERNMENT REGULATION OF THE INTERNET AND E-COMMERCE IS EVOLVING; UNFAVORABLE
CHANGES COULD ADVERSELY AFFECT THE COMPANY'S BUSINESS.

The Company has made material investments in anticipation of the growing
use of the Internet as an effective medium of commerce by merchants and
shoppers. The Company's sales over the Internet accounted for approximately 18%
of net sales during fiscal 2003. Additional laws and regulations may be adopted
with respect to the Internet or other online services, covering such issues as
user privacy, advertising, pricing, content, copyrights and trademarks, access
by persons with disabilities, distribution, taxation and characteristics and
quality of products and services. Such laws or regulations, if enacted, could
make it more difficult for the Company to conduct business online, which could,
in turn, decrease the demand for the Company's products and services and
increase its cost of doing business through the Internet. Inherent with the
Internet and e-commerce is the risk of unauthorized access to confidential data
including consumer credit card information, the risk of computer virus infection
or other unauthorized acts of electronic intrusion with the malicious intent to
do damage. Although the Company has taken precautionary steps to secure and
protect its data network from intrusion and acts of hostility, there can be no
assurance that unauthorized access to the Company's electronic systems will be
prevented entirely.

INTENSE COMPETITION IN THE GENERAL MERCHANDISE RETAILING INDUSTRY AND
PARTICULARLY LIVE HOME SHOPPING COULD LIMIT THE COMPANY'S GROWTH AND REDUCE ITS
PROFITABILITY.

As a general merchandise retailer, the Company competes for consumer
expenditures with other forms of retail businesses, including department,
discount, warehouse and specialty stores, television home shopping, mail order
and catalog companies and other direct sellers. The catalog and direct mail
industry includes a wide variety of specialty and general merchandise retailers
and is both highly fragmented and competitive. The Company also competes with
retailers who sell and market their products through the highly competitive
Internet. In addition, as the use of the Internet increases, larger,
well-established and well-financed entities may continue to acquire, invest in
or form joint ventures with providers of e-commerce and direct marketing
solutions, and existing providers of e-commerce and direct marketing solutions
may continue to consolidate. Any of these trends would increase the competition
with respect to the Company. The Company also competes with a wide variety of
department, discount and specialty stores, which have greater financial,
distribution and marketing resources than the Company. The home shopping
industry is also highly competitive and is dominated by two companies, HSN and
QVC. The Company's television home shopping programming also competes directly
with HSN, QVC, SATH and ACN for cable distribution in virtually all of the
Company's markets. The Company is at a competitive disadvantage in attracting
viewers due to the fact that the Company's programming is not carried full-time
in all of its markets, and the Company may have less desirable cable channels in
many markets. QVC and HSN are well-established and reach a significantly larger
percentage of United States television households than the Company's broadcast,
while offering home

17

shopping programming similar to the Company through cable systems, owned or
affiliated full and low power television stations and directly to satellite dish
owners. The television home shopping industry is also experiencing vertical
integration. QVC, HSN and SATH are all affiliated with cable operators or cable
networks serving significant numbers of subscribers nationwide. While the Cable
Television Consumer Protection and Competition Act of 1992 includes provisions
designed to prohibit coercion and discrimination in favor of such affiliated
programmers, the FCC has decided that it will rule on the scope and effect of
these provisions on a case-by-case basis. In 2004, SATH and Scripps announced
the completion of a transaction that resulted in Scripps obtaining a 100%
ownership interest in the SATH television-retailing network. Scripps is a media
company with interests in newspaper publishing, broadcast television, national
cable television networks and interactive media. QVC is owned by Liberty Media
Corp. HSN is a wholly owned subsidiary of InterActiveCorp. Liberty Media,
Scripps and InterActiveCorp are larger, more diversified and have greater
financial, marketing and distribution resources than the Company.

THE CONSOLIDATION OF CABLE AND SATELLITE TELEVISION SERVICE PROVIDERS COULD
LIMIT THE COMPANY'S PROGRAM DISTRIBUTION ALTERNATIVES AND RESTRICT THE COMPANY'S
ABILITY TO EXECUTE FAVORABLE CABLE AFFILIATION CONTRACTS IN THE FUTURE.

The television home shopping and cable television industries are undergoing
consolidation, with large, well-established enterprises acquiring less
well-established, less well-financed entities in the industry. The competitive
pressures arising as a result of this industry consolidation include greater
importance on increasing programming distributions and customer penetration. On
December 19, 2001, AT&T Corp. ("AT&T") and Comcast Corporation ("Comcast")
announced the execution of a definitive agreement to combine AT&T Broadband with
Comcast. The new company, called AT&T Comcast Corporation ("AT&T Comcast"), has
approximately 22 million subscribers. AT&T Comcast's assets consist of both
companies' cable TV systems, as well as AT&T's interests in cable television
joint ventures and its 25.5 percent interest in Time Warner Entertainment, E!
Entertainment, The Golf Channel, and other entertainment properties. The
continued consolidation of the television home shopping, cable television and
broadcasting industries may result in fewer alternatives for the Company's
programming distribution and may also restrict the Company's opportunity to
execute economically favorable cable affiliation contracts in the future.

A NUMBER OF THE COMPANY'S CABLE DISTRIBUTION AGREEMENTS MAY BE TERMINATED UPON
SHORT NOTICE OR NOT RENEWED UPON EXPIRATION, WHICH COULD ADVERSELY AFFECT SALES
GROWTH IN THE COMPANY'S HOME SHOPPING BUSINESS.

A number of the Company's cable television distribution agreements are
terminable by either party upon 30 days or less notice. The Company's television
home shopping business could be materially adversely affected in the event that
a significant number of its cable television distribution agreements are
terminated or not renewed on acceptable terms.

THE COMPANY MAY NOT BE ABLE TO MAINTAIN ITS SATELLITE SERVICES IN CERTAIN
UNCONTROLLABLE SITUATIONS, WHICH MAY CAUSE THE COMPANY'S PROGRAMMING TO GO OFF
THE AIR FOR A PERIOD OF TIME AND INCUR SUBSTANTIAL ADDITIONAL COSTS TO THE
COMPANY.

The Company's programming is presently distributed to cable systems, full
power television stations and satellite dish owners via a leased communications
satellite transponder, which expires in March of fiscal 2006. In the future,
satellite service may be interrupted due to a variety of circumstances beyond
the Company's control, such as satellite transponder failure, satellite fuel
depletion, governmental action, preemption by the satellite lessor and service
failure. The Company has an agreement for preemptable back-up satellite service
and believes it could arrange for such back-up service, on a first-come
first-serve basis, if satellite transmission is interrupted. However, there can
be no assurance that the Company will be able to maintain such arrangements and
the Company may incur substantial additional costs to enter into new
arrangements and be unable to broadcast its signal for some period of time. The
Company is currently in negotiations for a new long-term satellite lease
agreement.

18

THE COMPANY MAY BE SUBJECT TO PRODUCT LIABILITY CLAIMS FOR ON AIR
MISREPRESENTATIONS OR IF PEOPLE OR PROPERTIES ARE HARMED BY PRODUCTS SOLD BY THE
COMPANY.

Products sold by the Company and representations related to such products
may expose the Company to potential liability from claims by purchasers of such
products, subject to the Company's rights, in certain instances, to seek
indemnification against such liability from the manufacturers of such products.
In addition to potential claims of personal injury, wrongful death or damage to
personal property, the live unscripted nature of the Company's television
broadcasting may subject the Company to claims of misrepresentation by its
customers, the Federal Trade Commission and state attorneys general. The Company
has generally required the manufacturers and vendors of these products to carry
product liability and errors and omissions insurance, although in certain
instances the vendor may not be formally required to carry product liability
insurance. There can be no assurance that such parties will continue to maintain
this insurance or that this coverage will be adequate or even available with
respect to any particular claims. There can be no assurance that the Company
will be able to maintain such coverage or obtain additional coverage on
acceptable terms, or that such insurance will provide adequate coverage against
all potential claims or even available with respect to any particular claim.

THE COMPANY'S VALUEPAY INSTALLMENT PAYMENT PROGRAM COULD LEAD TO SIGNIFICANT
UNPLANNED CREDIT LOSSES IF THE COMPANY'S CREDIT LOSS RATE WAS TO DETERIORATE.

The Company utilizes an installment payment program called "ValuePay" which
entitles customers to purchase merchandise and generally pay for the merchandise
in two to six equal monthly installments. As of January 31, 2004 and 2003, the
Company had approximately $56,339,000 and $59,632,000, respectively, due from
customers under the ValuePay installment program. The Company maintains
allowances for doubtful accounts for estimated losses resulting from the
inability of its customers to make required payments. While credit losses have
historically been within the Company's estimates for such losses, there is no
guarantee that the Company will continue to experience the same credit loss rate
that it has in the past. A significant increase in the Company's credit losses
could result in a material adverse impact on the Company's financial
performance.

THE COMPANY PLACES A SIGNIFICANT RELIANCE ON TECHNOLOGY AND INFORMATION
MANAGEMENT TOOLS TO RUN ITS EXISTING BUSINESSES, THE FAILURE OF WHICH COULD
ADVERSELY IMPACT THE COMPANY'S OPERATIONS.

The Company's businesses are dependent, in part, on the use of
sophisticated technology, some of which is provided to the Company by third
parties. Such technologies include, but are not necessarily limited to,
satellite based transmission of the Company's programming, use of the Internet
in relation to the Company's on-line business, new digital technology used to
manage and supplement the Company's television broadcast operations and a
network of complex computer hardware and software to manage an ever increasing
need for information and information management tools. The failure of any such
technologies, or the Company's ability to have such technology supported,
updated, expanded or integrated into other technologies, could adversely impact
the operations of the Company. Although the Company has, when possible,
developed alternative sources of such technology and built redundancy into such
computer networks and tools, there can be no assurance that the Company's effort
to date would protect the Company against all potential issues or disaster
occurrences related to the loss of any such technologies or their use.

THE EXPANSION OF DIGITAL CABLE COMPRESSION TECHNOLOGY MAY ADVERSELY IMPACT THE
COMPANY'S ABILITY TO COMPETE FOR TELEVISION VIEWERS.

A significant number of cable operators have started to offer cable
programming on a digital basis. The use of digital compression technology
provides cable companies with greater channel capacity. While greater channel
capacity increases the opportunity for the Company to be more widely
distributed, it also may adversely impact the Company's ability to compete for
television viewers to the extent it results in (i) higher channel position; (ii)
placement of the Company's programming in separate programming tiers, or (iii)
an expanding universe of programming choices all competing for the same audience
viewership.

19

THE UNANTICIPATED LOSS OF ONE OF THE COMPANY'S LARGER VENDORS COULD IMPACT THE
COMPANY'S SALES ON A TEMPORARY BASIS.

The Company obtains products for its electronic direct marketing businesses
from domestic and foreign manufacturers and suppliers and is often able to make
purchases on favorable terms based on the volume of transactions. Many of the
Company's purchasing arrangements with its television home shopping vendors
include inventory terms that allow for return privileges of a portion of the
order or stock balancing. The Company has not historically entered into long
term supply arrangements that would require vendors to provide products on an
ongoing basis. In fiscal 2003, products purchased from one vendor accounted for
approximately 14% of the Company's consolidated net sales. The Company believes
that it could find alternative sources for this vendor's products if this vendor
ceased supplying merchandise, however, the unanticipated loss of any large
supplier could impact the Company's sales on a temporary basis. In addition,
certain general economic conditions, such as those experienced in 2003, may have
a material adverse impact on the financial strength of the Company's vendors and
suppliers, some of whom are focused on a limited range of product categories or
who are dependent on home shopping as a primary outlet for their merchandise
sales.

THE COMPANY'S INABILITY TO RECRUIT AND RETAIN KEY EMPLOYEES MAY ADVERSELY IMPACT
THE COMPANY'S ABILITY TO SUSTAIN GROWTH.

The Company's continued growth is contingent, in part, on its ability to
retain and recruit employees that have the unique skills necessary in a business
that demands knowledge of the general retail industry, television production,
direct-to-consumer marketing and fulfillment and the Internet. The marketplace
for such employees is very competitive and limited. The Company's growth may be
adversely impacted if the Company is unable to retain such key employees.

THE COMPANY'S GROWTH AND PROFITABILITY COULD BE ADVERSELY AFFECTED IF ITS SALES
VOLUME DOES NOT MEET EXPECTATIONS TO COVER THE COMPANY'S HIGH FIXED COST
INFRASTRUCTURE.

The Company's television home shopping business operates with a high fixed
cost base, which is primarily driven by fixed contractual fees paid to cable and
satellite operators to carry the Company's programming. In addition, the Company
is embarking on a series of new investment initiatives that will require
significant up-front investment. These new initiatives include: increased
marketing support, improved customer experience, enhanced on-air quality and
improved business intelligence. In order to attain profitability, the Company
must achieve sufficient volume via acquisition of new customers and increased
retention of existing customers to cover these high fixed costs and new spending
initiatives. The Company's growth and profitability could be adversely impacted
if sales volume does not meet expectations, as the Company will have limited
immediate capability to reduce its fixed operating expenses to mitigate any
potential sales shortfall.

THE COMPANY'S TELEVISION HOME SHOPPING AND INTERNET BUSINESSES ARE SENSITIVE TO
POOR ECONOMIC CONDITIONS AND MAJOR NEWS EVENTS, WHICH COULD ADVERSELY AFFECT
CONSUMER CONFIDENCE AND ULTIMATELY NET SALES.

The Company's television home shopping and e-commerce businesses are
sensitive to general economic conditions and business conditions affecting
consumer spending. The Company's two major categories of sales merchandise are
jewelry and computers, which due to their nature and relatively higher price
points are more economically sensitive to consumer demand than other product
categories. The recent general deterioration in economic conditions in the
United States and uncertainties associated with global events has led to reduced
consumer confidence, reduced disposable income and increased competitive
activity, as well as the business failure of companies in the retail and direct
marketing industries. Such economic conditions may lead to a reduction in
consumer spending generally and in home shopping specifically, and may lead to a
reduction in consumer spending on the types of merchandise the Company currently
offers on its television programming and over the Internet. Although the
Company's current plan and effort is to further diversify its product mix away
from primarily jewelry and computers, future revenue growth could be adversely
affected if overall

20

consumer spending or the demand for jewelry and computers decline. Additionally,
the Company's television audience and sales revenue can be significantly
impacted by major world or domestic events, which divert audience attention away
from the Company's programming. Economic conditions may also have a material
adverse impact on the financial strength of the Company's vendors and suppliers,
some of whom are focused on a limited range of product categories or who are
dependent on home shopping as a primary outlet for their sales.

M. AVAILABLE INFORMATION

Our annual report on Form 10-K, quarterly reports on Form 10-Q and current
reports on Form 8-K, and amendments to these reports if applicable are
available, without charge on the Company's website, as soon as reasonably
practicable after they are filed electronically with the Securities and Exchange
Commission. Copies are available, without charge, by contacting General Counsel,
ValueVision Media, Inc., 6740 Shady Oak Road, Eden Prairie, Minnesota
55344-3433.

Our Internet address is http://www.shopnbc.com.

ITEM 2. PROPERTIES

In February 2003, the Company purchased property and two commercial
buildings occupying approximately 209,000 square feet in Eden Prairie, Minnesota
(a suburb of Minneapolis). One of the buildings is used for corporate
administrative, television production, customer service and jewelry distribution
operations of the Company. The second building has approximately 70,000 square
feet of commercial rental space, which the Company utilizes for additional
office space. The Company owns a 262,000 square foot distribution facility on a
34-acre parcel of land and leases approximately 50,000 square feet of warehouse
space in Bowling Green, Kentucky. The Company also leases approximately 25,000
square feet of office space for a telephone call center in Brooklyn Center,
Minnesota, which the Company primarily uses to fulfill its service obligations
in connection with the Services Agreement entered into with RLM and its own
customer service operations. The Company leases approximately 30,000 square feet
of warehouse space in Hermitage, Pennsylvania and approximately 13,000 square
feet of office space in Minnetonka, Minnesota in connection with its wholly
owned subsidiary, FanBuzz. Additionally, the Company rents transmitter site and
studio locations in connection with its full power Boston television station.
The Company believes that its existing facilities are adequate to meet its
current needs and that suitable additional or alternative space will be
available as needed to accommodate expansion of operations.

ITEM 3. LEGAL PROCEEDINGS

The Company is involved from time to time in various claims and lawsuits in
the ordinary course of business. In the opinion of management, these claims and
suits individually and in the aggregate will not have a material adverse effect
on the Company's operations or consolidated financial statements.

The Company, including its wholly owned subsidiary FanBuzz, is subject to
Consent Agreements and Consent Decrees entered into with the Federal Trade
Commission ("FTC") in 2001 and 2003, relating to the substantiation of certain
claims made regarding health and beauty products during the Company's
programming and for the identification of fabrics as being imported or of
domestic origin. The Company has instituted and maintains a compliance program
for purposes of continued adherence to applicable FTC and other governmental
requirements.

In July 2001, a customer, Vincent Bounomo, a Florida resident, commenced a
purported class action against the Company in Hennepin County District Court,
Minneapolis, Minnesota, alleging that he had purchased a computer system from
the Company following a broadcast that had promised him free lifetime access to
the internet as part of the computer system. The customer alleged that the
Company had breached its alleged promise to provide him free lifetime access to
the Internet, breached certain warranties, and violated state consumer
protection statutes. The Company denied all liability. Following discovery, the
amendment of pleadings, and certain motion practice, the Company agreed to
settle this action on a classwide basis. Under the terms of the settlement, the
Company will: (i) provide 15 months of free dial-up access to

21

the internet to customers who purchased the computer systems at issue and who
file timely and complete claim forms; (ii) pay plaintiffs' attorneys' fees,
class representatives fees, costs, expenses, and disbursements as awarded by the
court, up to a maximum total amount of $950,000; and (iii) pay the costs of
notifying class members and administering the settlement. The court granted
final approval to the proposed settlement following a fairness hearing on March
30, 2004, and ordered that the action, and all claims that were or could have
been asserted therein, be dismissed with prejudice. The Company's insurer and
the vendor of the computer systems have agreed to both pay a portion of the
remaining cost of the settlement, after application of insurance proceeds. The
settlement costs will not have a material effect on the Company or its
consolidated financial statements.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to shareholders of the Company during the fourth
quarter ended January 31, 2004.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

MARKET INFORMATION FOR COMMON STOCK

The Company's Common Stock symbol is "VVTV" and is traded on the Nasdaq
National Market tier of the Nasdaq Stock Market. The following table sets forth
the range of high and low sales prices of the Common Stock as quoted by the
Nasdaq Stock Market for the periods indicated.

HOLDERS

As of April 7, 2004 the Company had approximately 480 shareholders of
record.

DIVIDENDS

The Company has never declared or paid any dividends with respect to its
capital stock. Pursuant to the Shareholder Agreement between the Company and GE
Equity, the Company is prohibited from paying dividends in excess of 5% of the
Company's market capitalization in any quarter. The Company currently expects to
retain its earnings for the development and expansion of its business and does
not anticipate paying cash dividends in the foreseeable future. Any future
determination by the Company to pay cash dividends will be at the discretion of
the board of directors and will be dependent upon the Company's results of
operations, financial condition, any contractual restrictions then existing, and
other factors deemed relevant at the time by the board of directors.

22

ITEM 6. SELECTED FINANCIAL DATA

The selected financial data for the five years ended January 31, 2004 have
been derived from the audited consolidated financial statements of the Company.
The selected financial data presented below are qualified in their entirety by,
and should be read in conjunction with, the financial statements and notes
thereto and other financial and statistical information referenced elsewhere
herein including the information referenced under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

23

- ---------------

(a) Results of operations for the year ended January 31, 2004 include the
operations of television station WWDP TV-46 from the effective date of its
acquisition, April 1, 2003. Results of operations for the year ended
January 31, 2004 also includes a charge of $4.6 million related to costs
associated with the Company's Chief Executive Officer transition and a $4.4
million gain on the sale of television stations. See Notes 3 and 4 of Notes
to Consolidated Financial Statements.

(b) Results of operations for the year ended January 31, 2003 include the
operations of FanBuzz, Inc. from the effective date of its acquisition,
March 8, 2002. See Note 4 of Notes to Consolidated Financial Statements.

(c) Results of operations for the year ended January 31, 2001 include a
write-off of $4.6 million relating to Montgomery Wards' bankruptcy filing
in December 2000.

(d) In the second half of fiscal 1999, the Company divested the catalog
operations of Catalog Ventures, Inc. and Beautiful Images, Inc.

(e) Income (loss) before income taxes and net income (loss) include a net
pre-tax loss of $1.7 million from the sale and holdings of investments and
other assets in fiscal 2003, a net pre-tax loss of $37.3 million from the
sale and holdings of investments and other assets in fiscal 2002, a net
pre-tax loss of $16.1 million from the sale and holdings of investments and
other assets in fiscal 2001, a net pre-tax loss of $59.0 million from the
sale and holdings of investments and other assets in fiscal 2000 and a net
pre-tax gain of $32.7 million from the sale and holdings of broadcast
properties and other assets in fiscal 1999.

(f) EBITDA represents operating income (loss) for the respective periods
excluding depreciation and amortization expense, other non-operating income
(expense) and income taxes. Management views EBITDA as an important
alternative operating performance measure because it is commonly used by
analysts and institutional investors in analyzing the financial performance
of companies in the broadcast and television home shopping sectors.
However, EBITDA should not be construed as an alternative to operating
income or to cash flows from operating activities (as determined in
accordance with generally accepted accounting principles) and should not be
construed as a measure of liquidity. EBITDA, as presented, may not be
comparable to similarly entitled measures reported by other companies.
Management uses EBITDA to evaluate operating performance and as a measure
of performance for incentive compensation purposes.

A reconciliation of EBITDA to its comparable GAAP measurement, net income
(loss) is as follows:

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

INTRODUCTION

The following discussion and analysis of financial condition and results of
operations is qualified by reference to and should be read in conjunction with
the financial statements and notes thereto included elsewhere herein.

24

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995

The following Management's Discussion and Analysis of Financial Condition
and Results of Operations and other materials filed by the Company with the
Securities and Exchange Commission (as well as information included in oral
statements or other written statements made or to be made by the Company)
contain certain "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are based on
management's current expectations and are accordingly subject to uncertainty and
changes in circumstances. Actual results may vary materially from the
expectations contained herein due to various important factors, including (but
not limited to): consumer spending and debt levels; interest rates; competitive
pressures on sales; pricing and gross profit margins; the level of cable and
satellite distribution for the Company's programming and the fees associated
therewith; the success of the Company's e-commerce and branding initiatives; the
success of the Company's strategic alliances and relationships; the ability of
the Company to manage its operating expenses successfully; risks associated with
acquisitions; changes in governmental or regulatory requirements; litigation or
governmental proceedings affecting the Company's operations; and the ability of
the Company to obtain and retain key executives and employees. Investors are
cautioned that all forward-looking statements involve risk and uncertainty and
the Company is under no obligation (and expressly disclaims any such obligation)
to update or alter its forward-looking statements whether as a result of new
information, future events or otherwise.

OVERVIEW

Company Description

ValueVision Media, Inc. is an integrated direct marketing company that
markets its products directly to consumers through various forms of electronic
media. The Company's principal lines of business incorporate television home
shopping, Internet e-commerce, vendor programming sales and fulfillment services
and outsourced e-commerce and fulfillment solutions. The Company's principal
electronic media activity is its television home shopping business ("ShopNBC")
and companion Internet shopping website ShopNBC.com, which sells brand name
merchandise and proprietary/private label consumer products at competitive
prices. The Company's live 24-hour per day television home shopping programming
is distributed primarily through long-term cable and satellite affiliation
agreements.

Products and Customers

Products sold on the Company's television home shopping network and
Internet shopping website include jewelry, electronics, giftware, collectibles,
apparel, health and beauty aids, housewares, fitness products, seasonal items
and other merchandise. Jewelry represents the network's largest single category
of merchandise, representing 65% of television home shopping net sales in fiscal
2003, 69% of net sales in fiscal 2002 and 67% of net sales in fiscal 2001. After
jewelry, the second largest product category of merchandise sold is computers
and electronics. Product diversification, to appeal to a broader segment of
potential customers, is important to growing the Company's business. The
Company's product diversification strategy is to continue to develop new product
offerings primarily in the home, apparel, cosmetics and consumer electronic
categories to supplement the existing jewelry business. The Company made
significant progress on its strategic objective of diversifying the merchandise
mix offered to consumers during fiscal 2003 growing product categories outside
of jewelry and personal computers from 13% to 18% of total television home
shopping and Internet sales from fiscal 2002 to fiscal 2003. The Company
believes that its customers are primarily women between the ages of 35 and 55
with annual household incomes between $50,000 and $75,000 and believes its
customers make purchases based primarily on convenience, value and quality of
merchandise.

Company Strategy

The Company's mission is to be a leader in innovative multimedia retailing,
offering consumers an entertaining, informative and interactive shopping
experience. The following business strategies are intended to continue the
growth of the Company's core television home shopping business and complementary
website:

25

(i) leverage the strong brand recognition of the NBC name and associated Peacock
symbol to achieve greater brand recognition; (ii) diversify the types of
products offered for sale; (iii) increase program distribution in the United
States via new or expanded broadcast agreements with cable and satellite
operators and other creative means; (iv) increase average net sales per home by
increasing penetration within the existing audience base and by attracting new
customers through a broadening of our merchandise mix and targeted marketing
efforts; (v) continue to grow the Company's profitable Internet business; (vi)
upgrade the overall quality of the Company's network, programming and customer
support infrastructure; and (vii) leverage the service capabilities implicit in
our existing production, broadcasting, distribution and customer care
capabilities to support the Company's strategic partners.

Immediate Challenge

The Company's television home shopping business operates with a high fixed
cost base, which is primarily driven by fixed contractual fees paid to cable and
satellite operators to carry the Company's programming. In addition, the Company
is embarking on a series of new investment initiatives intended to sustain
double-digit sales growth that will require significant up-front investment.
These new initiatives include: increased marketing support, improved customer
experience, enhanced on-air quality and improved business intelligence. In order
to attain profitability, the Company must achieve sufficient volume via
acquisition of new customers and increased retention of existing customers to
cover these high fixed costs and new spending initiatives. The Company's growth
and profitability could be adversely impacted if sales volume does not meet
expectations, as the Company will have limited immediate capability to reduce
its fixed operating expenses to mitigate any potential sales shortfall.

Company's Competition

The direct marketing and retail businesses are highly competitive. In its
television home shopping and Internet (e-commerce) operations, the Company
competes for consumer expenditures with other forms of retail businesses,
including traditional "brick and mortar" department, discount, warehouse and
specialty stores, other mail order, catalog and television home shopping
companies, infomercial companies and other direct sellers. The television home
shopping industry is highly competitive and is dominated by two companies, QVC
Network, Inc. and HSN, Inc., both of which are larger, more diversified and have
greater financial marketing and distribution resources than the Company. The
Company also competes with retailers who sell and market their products through
the highly competitive Internet medium. The number of companies providing these
types of services over the Internet is large. As the use of the Internet and
other online services increase, larger, well-established and well-financed
entities may continue to acquire, invest in or form joint ventures with
providers of e-commerce and direct marketing solutions, and existing providers
of e-commerce and direct marketing solutions may continue to consolidate. The
Company expects increasing competition for viewers/customers and for experienced
home shopping personnel from major cable systems, television networks,
e-commerce and other retailers that may seek to enter the television home
shopping industry. The continued evolution and consolidation of retailers on the
Internet, together with strategic alliances being formed by other television
home shopping networks and Internet companies, will also result in increased
competition. The Company will also compete to lease cable television time and
enter into cable affiliation agreements. Entry and ultimate success in the
television home shopping industry is dependent upon several key factors, the
most significant of which is obtaining carriage on additional cable systems. The
Company believes that it is positioned to compete because of its established
relationships with cable operators and its strategic relationship with NBC and
GE Equity.

Results for 2003 and Plans for 2004

Consolidated net sales in fiscal 2003 were $616,795,000 compared to
$554,926,000 in fiscal 2002, an 11% increase. The increase in consolidated net
sales is directly attributable to the continued improvement in and increased
sales from the Company's television home shopping and Internet operations. Net
sales attributed to the Company's television and Internet operations increased
17% to $529,682,000 in fiscal 2003 from $453,747,000 in fiscal 2002.
Consolidated gross margins were 35.9% in both fiscal 2003 and fiscal 2002. The

26

Company reported an operating loss of $10,924,000 and a net loss of $11,392,000
in fiscal 2003 compared to an operating loss of $10,487,000 and a net loss of
$39,110,000 in fiscal 2002. Operating expenses in fiscal 2003 included a
$4,625,000 charge relating to the Company's CEO transition, an additional
$2,100,000 charge for severance and hiring costs associated with senior
management organizational changes and a $4,417,000 gain on the sale of
television stations. Net losses included a $2,011,000 write down of a historical
Internet investment in fiscal 2003 and a $32,148,000 write down of the Company's
investment in RLM in fiscal 2002.

The Company's goal in fiscal 2004 is double-digit sales growth built on
high quality products at value prices, supported by increased marketing efforts,
presented to the consumer in a compelling way. The Company will continue to
build its position as a shopping destination of value-priced merchandise and
unique offerings across a range of product categories. The Company will invest
in new customer acquisition and retention initiatives, improved customer
service, enhanced on-air quality, and development of more sophisticated business
intelligence tools. Finally, the Company will continue to diversify the
merchandise mix on both the television and Internet channels, particularly in
home, apparel, cosmetics, and consumer electronics.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management's Discussion and Analysis of Financial Condition and Results of
Operations discusses ValueVision's consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting periods. On an on-going basis, management
evaluates its estimates and assumptions, including those related to the
realizability of long-term investments and intangible assets, accounts
receivable, inventory and product returns. Management bases its estimates and
assumptions on historical experience and on various other factors that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. There can be no assurance that
actual results will not differ from these estimates under different assumptions
or conditions.

Management believes the following critical accounting policies affect the
more significant assumptions and estimates used in the preparation of its
consolidated financial statements:

- Accounts receivable. The Company utilizes an installment payment program
called "ValuePay" which entitles customers to purchase merchandise and
generally pay for the merchandise in two to six equal monthly credit card
installments. As of January 31, 2004 and 2003, the Company had
approximately $56,339,000 and $59,632,000 respectively, due from
customers under the ValuePay installment program. The Company maintains
allowances for doubtful accounts for estimated losses resulting from the
inability of its customers to make required payments. Estimates are used
in determining the allowance for doubtful accounts and are based on
historical collection experience, current trends, credit policy and a
percentage of accounts receivable by aging category. In determining these
percentages, the Company reviews its historical write-off experience,
current trends in the credit quality of the customer base as well as
changes in credit policies. While credit losses have historically been
within the Company's expectations and the provisions established, there
is no guarantee that the Company will continue to experience the same
credit loss rate that it has in the past or that losses will be within
current provisions.

- Inventory. The Company values its inventory, which consists primarily of
consumer merchandise held for resale, principally at the lower of average
cost or realizable value, and reduces its balance by an allowance for
excess and obsolete merchandise. As of January 31, 2004 and 2003, the
Company had inventory balances of $67,620,000 and $61,246,000,
respectively. The Company regularly reviews inventory quantities on hand
and records a provision for excess and obsolete inventory based primarily
on a percentage of the inventory balance as determined by its age and
specific product category. In determining these percentages, the Company
looks at its historical write-off experience, the specific merchandise
categories on hand, its historic recovery percentages on liquidations,
forecasts of future

27

product television shows and the current market value of gold. If actual
recoveries or future demand or market conditions differ from the
Company's estimates and assumptions, additional inventory write-downs may
be required in future periods.

- Product returns. The Company records a reserve as a reduction of gross
sales for anticipated product returns at each month-end and must make
estimates of potential future product returns related to current period
product revenue. The Company's return rates on its television and
Internet sales have been approximately 34% to 36% over the past three
fiscal years. The Company estimates and evaluates the adequacy of its
returns reserve by analyzing historical returns by merchandise category,
looking at current economic trends and changes in customer demand and by
analyzing the acceptance of new product lines. Assumptions and estimates
are made and used in connection with establishing the sales returns
reserve in any accounting period. Material differences may result in the
amount and timing of revenue for any period if management's assumptions
and estimates were significantly different from actual product return
experiences.

- Long-term investments. As of January 31, 2004 and 2003, the Company had
equity investments totaling approximately $-0- and $6,713,000
respectively. At January 31, 2003, investments also included
approximately $4,702,000 related to equity investments made in companies
whose shares or underlying shares are traded on a public exchange and
other investments totaling $2,011,000, which are carried at the lower of
cost or net realizable value. The Company records an investment
impairment charge when it believes an investment has experienced a
decline in value that is deemed to be other than temporary. Future
adverse changes in market conditions, or continued poor operating results
of the underlying investments, could result in significant non-operating
losses or an inability to recover the carrying value of these investments
that may not be reflected in an investment's current carrying value,
thereby possibly requiring an impairment charge in the future. In the
fourth quarter of fiscal 2003, the Company recorded a pre-tax investment
loss of $2,011,000 relating to an investment in an Internet retailer
whose decline in fair value was determined by the Company to be other
than temporary. The decline in fair value of the Internet retailer was
driven by their continued reported operating losses, large accumulated
deficit and the inability of the company to make its original target plan
for revenue, gross profit and earnings. During 2002, the Company
evaluated the carrying value of its RLM investment and believed that
based on RLM's historic performance, future earnings and cash flow
outlook, fiscal 2002 services agreement amendment and valuation analysis,
an impairment had occurred and the decline in value was other than
temporary. As a result, the Company recorded a $31,078,000 write down of
its RLM investment in the fourth quarter of fiscal 2002. As of January
31, 2004, the Company no longer has long-term equity investments
recorded. While the Company believes that its estimates and assumptions
regarding the valuation of its investments are reasonable, different
assumptions could have materially affected the Company's evaluations.

- Goodwill and FCC broadcasting license asset. As of January 31, 2004 and
2003, the Company has recorded goodwill totaling $9,442,000 as a result
of its acquisition of FanBuzz, Inc in fiscal 2002. As of January 31, 2004
and 2003, the Company has recorded an intangible FCC broadcasting license
asset totaling $31,943,000 and $-0-, respectively, as a result of its
acquisition of Boston television station WWDP TV-46 in fiscal 2003.
Effective February 1, 2002, the Company adopted Statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible Assets".
Under this standard, goodwill and indefinite life intangible assets are
no longer amortized, but must be tested for impairment at least annually
or more frequently when factors indicating impairment are present. In
assessing the recoverability of its goodwill and FCC broadcasting license
asset, which the Company determined to have an indefinite life, the
Company must make assumptions regarding estimated projected cash flows
and other factors to determine the fair value of the respective asset,
and related reporting unit in the case of goodwill. The Company performed
impairment tests in the fourth quarter of fiscal 2003 and determined that
an impairment of goodwill and its FCC broadcasting license asset had not
occurred. With respect to goodwill, the fair value of the FanBuzz
reporting unit exceeded its carrying value. With respect to the FCC
broadcasting license asset, the fair value of the license exceeded its
carrying value. The fair value of the reporting unit and FCC broadcasting
license asset was

28

estimated using the present value of expected future cash flows and other
market comparables. If these estimates or related assumptions change in
the future, the Company may be required to record impairment charges for
goodwill and indefinite life intangibles in future periods. While the
Company believes that its estimates and assumptions regarding the
valuation of goodwill and its FCC broadcasting license asset are
reasonable, different assumptions or future events could materially
affect the Company's evaluations.

- Intangible assets. As of January 31, 2004 and 2003, the Company had
amortizable intangible assets totaling $27,020,000 and $31,724,000
respectively, recorded as a result of warrants issued by the Company in
connection with the Trademark License Agreement, the Distribution and
Marketing Agreement entered into with NBC and the acquisition of FanBuzz.
In assessing the recoverability of the Company's intangible assets, the
Company must make assumptions regarding estimated future cash flows and
other factors to determine the fair value of the respective assets and
reporting units. If these estimates or related assumptions change in the
future, the Company may be required to record impairment charges for
these assets in future periods. While the Company believes that its
estimates and assumptions regarding the valuation of these intangible
assets are reasonable, different assumptions or future events could
materially affect the Company's evaluations.

- Stock-based compensation. The Company accounts for stock-based
compensation issued to employees in accordance with Accounting Principles
Board ("APB") No. 25, "Accounting for Stock Issued to Employees". In
cases where exercise prices are less than the fair value of the
underlying stock as of the date of grant, compensation expense is
recognized over the vesting period. For stock-based compensation issued
to non-employees, the Company accounts for the grants in accordance with
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock Based Compensation". All options granted had an exercise price
equal to the fair market value of the underlying Common Stock on the date
of grant and accordingly, no compensation expense is reflected in net
losses for fiscal 2003, 2002 and 2001.

- Deferred taxes. The Company accounts for income taxes under the
liability method of accounting whereby income taxes are recognized during
the fiscal year in which transactions enter into the determination of
financial statement income (loss). Deferred tax assets and liabilities
are recognized for the expected future tax consequences of temporary
differences between the financial statement and tax basis of assets and
liabilities. Deferred tax assets and liabilities are adjusted for the
effects of changes in tax laws and rates on the date of the enactment of
such laws. The Company assesses the recoverability of its deferred tax
assets in accordance with the provisions of Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS No.
109"). In accordance with that standard, as of January 31, 2004 and 2003,
the Company recorded a valuation allowance of approximately $27,672,000
and $18,738,000, respectively, for its net deferred tax assets and net
operating and capital loss carryforwards. Based on the Company's recent
history of losses, a full valuation allowance was recorded in fiscal 2003
and 2002 and was calculated in accordance with the provisions of SFAS No.
109 which places primary importance on the Company's most recent
operating results when assessing the need for a valuation allowance.
Although management believes that the Company's recent operating losses
were heavily affected by a challenging retail economic environment and
slowdown in consumer spending experienced by the Company and other
merchandise retailers, the Company intends to maintain a full valuation
allowance for its net deferred tax assets and loss carryforwards until
sufficient positive evidence exists to support reversal of the allowance.

ACQUISITIONS AND DISPOSITIONS

On January 15, 2003, the Company announced that it entered into an
agreement with Norwell Television LLC to acquire full power television station
WWDP TV-46 in Boston, which reached approximately 1.8 million cable households.
The deal closed in the first quarter of fiscal 2003 on April 1, following FCC
approval. The Company made the investment in television station WWDP TV-46 in
order to build a long-term and cost effective distribution strategy in the
Boston, Massachusetts area. The purchase price of the

29

acquisition was $33,617,000, including professional fees, and has been accounted
for using the purchase method of accounting as stipulated by SFAS No. 141
"Business Combinations".

In February 2003, the Company entered into an agreement to purchase
property and two commercial buildings occupying approximately 209,000 square
feet in Eden Prairie, Minnesota for approximately $11,300,000. One building
purchased is where the Company currently maintains its corporate administrative,
television production and jewelry distribution operations. Included, as part of
the acquisition, was a second building of approximately 70,000 square feet of
commercial rental space, which the Company utilizes for additional office space.
As a result of this acquisition, the Company's long-term property lease has been
terminated.

In February 2003, the Company completed the sale of ten of its eleven LPTV
stations for a total of $5,000,000. The Company recorded a pre-tax operating
gain on the sale of these LPTV stations of $4,417,000 in the first quarter of
fiscal 2003. Management believes that the sale of these stations will not have a
significant impact on the ongoing operations of the Company.

On February 25, 2002, the Company announced it had signed a definitive
agreement to acquire Minneapolis-based FanBuzz, Inc., an e-commerce and
fulfillment solutions provider of affinity based merchandise to some of the most
recognized sports, media and other well known entertainment brands in the world,
including ESPN, the National Hockey League, the Weather Channel, numerous
amateur sports organizations affiliated with the Olympics, and many other
professional and college sports teams and leagues. FanBuzz, Inc. has focused its
business model of operating online product stores and providing fulfillment and
customer care solutions for already-established brands and destinations. The
purchase price of the acquisition, which closed on March 8, 2002, was
$14,100,000 and has been accounted for using the purchase method of accounting
as stipulated by SFAS No. 141, "Business Combinations".

CEO TRANSITION COSTS

On May 20, 2003, the Company announced that its Chairman and Chief
Executive Officer (CEO), Gene McCaffery, would be part of a transition process
to determine a successor as CEO of the Company. On December 1, 2003 the Company
announced that its board of directors had named William J. Lansing as President
and Chief Executive Officer of the Company, effective December 16, 2003. He also
has been appointed to the Company's board of directors. In conjunction with Mr.
McCaffery's resignation and the hiring of Mr. Lansing, the Company recorded a
charge to income of $4,625,000 in the fourth quarter of fiscal 2003 related to
the transition. CEO transition costs consisted primarily of contract severance
and hiring costs totaling $4,317,000, legal and other professional fees totaling
$247,000 and other direct transition costs totaling $61,000.

WRITE-DOWN OF INVESTMENTS

As of January 31, 2004 and 2003, the Company had long-term equity
investments totaling approximately $-0- and $6,713,000, respectively. The
Company's equity investments included minority interest holdings of companies
whose shares, or underlying shares in the case of warrant holdings, are traded
on a public exchange and are accounted for in accordance with the provisions of
Statement of Financial Accounting Standards No. 115 ("SFAS No. 115") for common
stock holdings and Statement of Financial Accounting Standards No. 133 ("SFAS
No. 133") for warrant holdings. The Company also held certain nonmarketable
equity investments of private enterprises, which were carried at the lower of
cost or net realizable value in the Company's financial statements. In the
fourth quarter of fiscal 2003, the Company recorded a pre-tax investment loss of
$2,011,000 relating to an investment in an Internet retailer whose decline in
fair value was determined by the Company to be other than temporary. The decline
in fair value of the Internet retailer was driven by its continued reported
operating losses, large cumulative deficit and the inability of the company to
make its original target plan for revenue, gross profit and earnings. In the
fourth quarter of fiscal 2002, the Company evaluated the carrying value of its
RLM investment. The RLM joint venture to date had incurred significant operating
losses since it commenced operations in November 2000 and the Company's
expectations regarding RLM's growth, earnings capability and ability to generate
future positive cash flows had severely

30

diminished. In addition, the Company substantially amended its existing
fulfillment and services agreement with RLM in the fourth quarter of fiscal
2002. The Company believed that based on RLM's historic performance, future
earnings and cash flow outlook, recent services agreement amendment and fourth
quarter valuation analysis, an impairment had occurred with respect to this
investment and the decline in value was determined to be other than temporary.
As a result, the Company recorded a $31,078,000 write down of its RLM investment
in the fourth quarter of fiscal 2002. In addition to the RLM write down, in
fiscal 2002 the Company also recorded pre-tax investment losses totaling
$1,070,000 relating primarily to an investment made in 1997. In fiscal 2001, the
Company recorded pre-tax investment losses totaling $7,567,000 of which
$6,006,000 related to the write-off of the Company's investment in Internet
company Wine.com in connection with its dissolution.

ENTERPRISE RESOURCE PLANNING ("ERP") SYSTEMS CONVERSION

In fiscal 2000, the Company launched an effort to fully replace its legacy
financial, transaction processing, order fulfillment and customer care computer
systems in an effort to further support the Company's growing television home
shopping and Internet businesses. The installation of the Company's financial
systems was successfully completed in midyear 2000. Additionally, a new show
scheduling and tracking system was successfully launched in October 2001. In the
second quarter of fiscal 2002, the Company implemented the remaining modules of
a new front-end ERP system to provide a long-term systems foundation for the
Company's future growth. The new front-end systems conversion included the
replacement of the Company's legacy order capture, inventory and customer
service support systems. The Company was adversely impacted primarily in the
second and third quarters of fiscal 2002 by unforeseen operational challenges
related to the implementation of this ERP system. A number of unplanned and
unexpected conversion issues led to delays and disruptions in the taking of
orders, credit processing, merchandise management, reporting, and in the
processing of shipments and other customer transactions, which had a negative
impact on net sales and gross margins during these quarters and directly
resulted in the Company incurring incremental expenses to cover customer
discounts, overtime, additional talk time in the call centers, temporary labor,
additional long distance costs, bad debt, credit card chargebacks and various
outbound customer communications. These difficulties adversely impacted the
Company's financial results primarily during the second and third quarters of
fiscal 2002 in the form of reduced net sales, reduced gross profits and
incremental unplanned operating expenses. The majority of the implementation
problems associated with the ERP system conversion can be attributed to certain
aspects of the software not functioning as promised or expected. The Company
made significant progress in stabilizing all aspects of the operating systems
and was able to handle its highest volume quarter with minimal disruption to the
flow of business. The Company's television home shopping and Internet
businesses, which are significantly dependent on these systems, could be
materially adversely affected in the event of additional errors or omissions in
the installed applications, or errors, which would prevent or delay the new
systems from performing as intended or its stabilization. The Company has taken
specific measures to ensure adequate functionality and stability for these
systems; however, there can be no assurances that all systems will continue to
perform as expected or that additional expenses will not be incurred.
Additionally, due to the disruptions experienced by customers during that time
period, there can be no assurances that customers will choose to continue to
shop with the Company.

NBC TRADEMARK LICENSE AGREEMENT

On November 16, 2000, the Company entered into a Trademark License
Agreement with National Broadcasting Company, Inc. pursuant to which NBC granted
the Company an exclusive, worldwide license for a term of 10 years to use
certain NBC trademarks, service marks and domain names to rebrand the Company's
business and corporate name and companion Internet website on the terms and
conditions set forth in the License Agreement. The Company subsequently selected
the names "ShopNBC" and "ShopNBC.com." The new names were promoted as part of a
wide-ranging marketing campaign that the Company launched in the second half of
2001. In connection with the License Agreement, the Company issued to NBC
warrants to purchase 6,000,000 shares of the Company's Common Stock, with an
exercise price of $17.375 per share. The agreement also includes a provision for
a potential cashless exercise of the License Warrants under certain
circumstances. The License Warrants have a five year term from the date of

31

vesting and vest in one-third increments, with one-third exercisable commencing
November 16, 2000, and the remaining License Warrants vesting in equal amounts
on each of the first two anniversaries of the License Agreement. As of January
31, 2004, the License warrants were fully vested. Additionally, in connection
with the License Agreement, the Company agreed to accelerate the vesting of
warrants to purchase 1,450,000 shares of Common Stock granted to NBC in
connection with the Distribution and Marketing Agreement dated March 1999
between NBC and the Company. See Item 1 -- Business Section under "Strategic
Relationships" for a detailed discussion of the License Agreement.

NBC AND GE EQUITY STRATEGIC ALLIANCE

In March 1999, the Company entered into a strategic alliance with NBC and
GE Equity. Pursuant to the terms of the transaction, NBC and GE Equity acquired
5,339,500 shares of the Company's Series A Redeemable Convertible Preferred
Stock between April 1999 to June 1999, and NBC was issued a warrant to acquire
1,450,000 shares of the Company's Common Stock under a Distribution and
Marketing Agreement. The Preferred Stock was sold for aggregate consideration of
$44,265,000 and the Company may receive an additional payment of approximately
$12.0 million upon the exercise of the Distribution Warrants. In addition, the
Company issued to GE Equity a warrant to increase its potential aggregate equity
stake (together with the Distribution Warrants issued to NBC) to 39.9%. NBC also
has the exclusive right to negotiate on behalf of the Company for the
distribution of its television home shopping service. On July 6, 1999, GE Equity
exercised the Investment Warrant acquiring an additional 10,674,000 shares of
the Company's Common Stock for an aggregate of $178,370,000, or $16.71 per
share, representing the 45-day average closing price of the underlying Common
Stock ending on the trading day prior to exercise. Proceeds received from the
issuance of the Preferred Stock and the Investment Warrant (and to be received
from the exercise of the Distribution Warrants) are for general corporate
purposes. Following the exercise of the Investment Warrant, the combined
ownership of the Company by GE Equity and NBC was and is currently approximately
40%. See Item 1 -- Business Section under "Strategic Relationships" for a
detailed discussion of the NBC and GE Equity strategic alliance.

POLO RALPH LAUREN/RALPH LAUREN MEDIA ELECTRONIC COMMERCE ALLIANCE

In February 2000, the Company entered into an electronic commerce strategic
alliance with Polo Ralph Lauren Corporation, NBC, NBCi and CNBC.com LLC whereby
the parties created Ralph Lauren Media, LLC ("RLM"), a joint venture. RLM is
currently owned 50% by Polo Ralph Lauren, 37.5% by NBC and its affiliates and
12.5% by the Company. In exchange for their interest in RLM, NBC agreed to
contribute $110 million of television and online advertising on NBC and CNBC
properties, which has subsequently been amended, NBCi agreed to contribute $40
million in online distribution and promotion and the Company has contributed a
cash funding commitment of up to $50 million, of which all of the Company's
commitment had been funded at January 31, 2003. RLM's premier initiative is
Polo.com, an Internet website dedicated to the American lifestyle that includes
original content, commerce and a strong community component. Polo.com was
officially launched in November 2000 and includes an assortment of men's,
women's and children's products across the Ralph Lauren family of brands as well
as unique gift items. In the fourth quarter of fiscal 2002, the Company wrote
off its investment in RLM because it determined that the decline in the value of
its investment was other than temporary. In connection with the formation of
RLM, the Company entered into various agreements setting forth the manner in
which certain aspects of the business of RLM are to be managed and certain of
the members' rights, duties and obligations with respect to RLM. As part of the
strategic alliance with RLM, RLM and VVI Fulfillment Center, Inc., a wholly
owned subsidiary of the Company, entered into an Agreement for Services under
which VVIFC agreed to provide all telemarketing, fulfillment and distribution
services to RLM.

In the fourth quarter of fiscal 2002, VVIFC agreed to amend its existing
customer care and fulfillment services agreement with RLM in exchange for an $11
million cash payment. The cash payment was made in consideration for VVIFC's
fixed asset impairment incurred by the overbuild of the fulfillment center
utilized by VVIFC to provide services to RLM, for early termination of its
original long term services agreement and for the change in terms of the
agreement through the end of the period in which services are to be provided. In

32

accordance with this amendment, RLM will be permitted to negotiate with other
parties to provide it with customer care and fulfillment services. The Company
will continue to provide the services it currently provides to RLM at a flat
cost per order and will have the right to match any bona fide third party offer
received by RLM for customer care and fulfillment services. Of the $11,000,000
cash received, $2,600,000 relates to a prepayment for a portion of the ongoing
services the Company is obligated to provide through December 31, 2003, and
therefore was recorded as deferred revenue. The Company also wrote off and
received cash consideration of $5,900,000 for fixed assets dedicated to the
arrangement with RLM that were deemed to be impaired as a result of the early
termination of the original services agreement. The effect of amending its RLM
services agreement was to increase fiscal 2002 operating income and net income
by $2,500,000, representing consideration received for the early termination of
the agreement.

RESULTS OF OPERATIONS

Results of operations for the year ended January 31, 2004, include the
operations of television station WWDP TV-46 from the effective date of its
acquisition, April 1, 2003. Results of operations for the year ended January 31,
2003 include the operations of FanBuzz, Inc. from the effective date of its
acquisition, March 8, 2002.

The following table sets forth, for the periods indicated, certain
statement of operations data expressed as a percentage of net sales.

SALES

Consolidated net sales, inclusive of shipping and handling revenue, for the
year ended January 31, 2004 (fiscal 2003) were $616,795,000 compared to
$554,926,000 for the year ended January 31, 2003 (fiscal 2002), an 11% increase.
The fourth quarter of fiscal 2003 was the largest revenue quarter in the
Company's history. The increase in consolidated net sales is directly
attributable to the continued improvement in and increased sales from the
Company's television home shopping and Internet operations. Net sales attributed
to the Company's television home shopping and Internet operations increased 10%
to $581,998,000 for the year ended January 31, 2004 from $529,682,000 for the
year ended January 31, 2003. The still challenging retail economic environment,
aggressive competition in the live home shopping industry and slowdown in
consumer spending experienced by the Company and other merchandise retailers
along with the distraction of continuing hostilities in Iraq has continued to
have an adverse affect on total net sales growth for the current

33

fiscal year as compared to the prior year. Also during the second half of fiscal
2003, the Company made significant progress on its dual strategic objectives of
diversifying the merchandise mix offered to consumers and of lowering its
average price points. In addition during the current fiscal year, the Company
chose not to repeat an aggressive, yet unprofitable Internet sales promotion
that was run during the third quarter of fiscal 2002, which contributed to the
lower Internet sales growth percentage for the current year of 18% versus prior
year's sales growth percentage of 52%. Notwithstanding the challenging economic
situation, the continued growth in home shopping net sales is primarily
attributable to the growth in full-time equivalent ("FTE") homes receiving the
Company's television programming. During fiscal 2003, the Company added
approximately 5.1 million FTE subscriber homes, an increase of 10%, going from
50.5 million FTE subscriber homes at January 31, 2003 to 55.6 million FTE
subscriber homes at January 31, 2004. However, the complete net sales impact and
productivity from these additional homes is still to be realized as these
additional new homes have yet to completely mature. The average number of FTE
subscriber homes was 53.2 million for fiscal 2003 and 46.7 million for fiscal
2002, a 14% increase. In addition to new FTE subscriber homes, television home
shopping and Internet sales increased due to the continued addition of new
customers from households already receiving the Company's television home
shopping programming and an 18% year-to-date increase in Internet sales over
fiscal 2002, which was offset by a decrease in the average order size. In
addition, total net sales increased from fiscal 2002 resulting from a 75%
year-to-date increase in net sales from FanBuzz driven by growth in the business
and as a result of the Company reflecting a full year of FanBuzz net sales in
fiscal 2003. The Company intends to continue to develop its merchandising and
programming strategies, including the continuation of its strategy of category
diversification, lower average price points and increased marketing spending
with the goal of improving its television home shopping and Internet sales
results. While the Company is optimistic that television home shopping and
Internet sales results will continue to improve, there can be no assurance that
such changes in strategy will achieve the intended results.

Consolidated net sales for the year ended January 31, 2003 were
$554,926,000 compared to $462,322,000 for the year ended January 31, 2002, a 20%
increase. The increase in consolidated net sales is directly attributable to the
continued improvement in and increased sales from the Company's television home
shopping and Internet operations and incremental sales associated with the
FanBuzz acquisition. Net sales attributed to the Company's television home
shopping and Internet operations increased 17% to $529,682,000 for the year
ended January 31, 2003 from $453,747,000 for the year ended January 31, 2002.
The challenging retail economic environment and slowdown in consumer spending
experienced by the Company and other merchandise retailers along with
uncertainties associated with global events had an adverse effect on total net
sales growth during fiscal 2002. In addition, as a result of a company-wide
systems conversion initiated in the second quarter of fiscal 2002, a number of
unplanned and unexpected conversion issues led to delays in processing shipments
and other customer transactions, which reduced reported net sales in both the
second and third quarters of fiscal 2002. Notwithstanding the challenging
economic situation and the systems conversion, the continued growth in home
shopping net sales is primarily attributable to the growth in FTE homes
receiving the Company's television programming. During fiscal 2002, the Company
added approximately 6.5 million FTE subscriber homes (2.3 million FTEs in the
fourth quarter alone), an increase of 15%, going from 44.0 million FTE
subscriber homes at January 31, 2002 to 50.5 million FTE subscriber homes at
January 31, 2003. The average number of FTE subscriber homes was 46.7 million
for fiscal 2002 and 39.3 million for fiscal 2001, a 19% increase. In addition to
new FTE subscriber homes, television home shopping and Internet sales increased
due to the continued addition of new customers from households already receiving
the Company's television home shopping programming, an increase in the average
order size and a 52% increase in Internet sales over fiscal 2001. In addition,
total net sales increased over fiscal 2001 as a result of the Company's
acquisition of FanBuzz in March 2002.

The Company records a reserve as a reduction of gross sales for anticipated
product returns at each month-end based upon historical product return
experience. The return rates for the Company's television home shopping and
Internet operations have been approximately 34% to 36% over the past three
fiscal years. The return rate for the television home shopping operations has
increased over the past fiscal years and is attributable in part to a continued
slowing of the economy over the last two fiscal years and its effect on consumer
purchasing decisions and generally higher average unit television home shopping
selling price points for the Company (over $200 in fiscal 2003 and fiscal 2002),
which typically result in higher return rates.

34

Return rates in fiscal 2002 were also impacted by disruptions associated with
the Company's ERP systems conversion. The Company is continuing to manage return
rates and is adjusting average selling price points and product mix in an effort
to reduce the overall return rate related to its home shopping business.

GROSS PROFIT

Gross profits for fiscal 2003 and 2002 were $221,233,000 and $199,347,000,
respectively, an increase of $21,886,000 or 11%. Gross margins for fiscal 2003
were 35.9% compared to 35.9% for fiscal 2002. The principal reason for the
increase in gross profits was the increased sales volume from the Company's
television home shopping and Internet businesses. In addition, gross profit for
fiscal 2003 included positive contributions from its FanBuzz business.
Television home shopping and Internet gross margins for fiscal 2003 and 2002
were 35.1% and 35.3%, respectively. Television and Internet gross margins for
fiscal 2003 slightly decreased as compared to fiscal 2002 partly due to the
highly promotional nature of the retail environment throughout 2003 as well as
an increase in the mix of lower margin non-jewelry product offerings sold during
the year as the Company continues its effort to diversify its product mix
offerings. In fiscal 2003, particularly in the second half, one of the Company's
main priorities was to diversify its merchandise mix, focusing on home,
cosmetics, fitness products and consumer electronics categories, and at the same
time be more productive with its jewelry airtime in order to effectively build
these new product categories to provide incremental sales and margin. In
addition, television and Internet gross margins for fiscal 2003 were negatively
impacted by first quarter promotional activity in the form of discounting and
shipping and handling promotions which were implemented by the Company in an
effort to maintain sales levels during the Iraq conflict when viewership was
decreased and general uncertainty had an adverse impact on retail merchants.

Gross profits for fiscal 2002 and 2001 were $199,347,000 and $171,973,000,
respectively, an increase of $27,374,000 or 16%. Gross margins for fiscal 2002
were 35.9% compared to 37.2% for fiscal 2001. The principal reason for the
increase in gross profit dollars was the increased sales volume from the
Company's television home shopping and Internet businesses. In addition, gross
profit for fiscal 2002 included positive contributions as a result of the
Company's acquisition of FanBuzz. Television home shopping and Internet gross
margins for fiscal 2002 and 2001 were 35.3% and 37.0%, respectively. Television
and Internet gross margins for fiscal 2002 decreased as compared to fiscal 2001
partly as a result of a decrease in gross margin percentages experienced on
computers sold during fiscal 2002. Significant factors also contributing to the
decrease in television and Internet gross margin performance in fiscal 2002
include customer service actions taken by the Company attributable to the
overall software conversion problems experienced in the second and third
quarters of fiscal 2002, a heavy promotional environment generally in the retail
industry in response to a sluggish economy, additional promotional discounts
resulting from customers' increased usage of the Company's ShopNBC private label
credit card and a fiscal 2002 third quarter write down in inventory as a result
of the Company's first post ERP systems conversion physical inventory. The
inability to service customers effectively caused the Company to implement a
series of customer amends and promotional programs to compensate customers for
inconveniences and reinforce long-term loyalty. These programs included free
shipping and handling offerings and the issuance of discounts to customers to
make up for shipment and other customer processing delays all of which affected
gross margin during fiscal 2002.

OPERATING EXPENSES

Total operating expenses were $232,157,000, $209,834,000 and $177,448,000
for the years ended January 31, 2004, 2003 and 2002, respectively, representing
an increase of $22,323,000 or 11% from fiscal 2002 to fiscal 2003, and an
increase of $32,386,000 or 18% from fiscal 2001 to fiscal 2002. For fiscal 2003,
total operating expense includes a $4,625,000 charge related to costs associated
with the Company's chief executive officer transition. These costs consisted
primarily of contract severance and hiring costs totaling $4,317,000, legal and
other professional fees totaling $247,000 and other direct transition costs
totaling $61,000. During fiscal 2003, the Company also incurred an additional
$2,100,000 of severance and hiring costs relating to organizational changes in
its senior management team. In addition, during fiscal 2003, the Company
recorded a $4,417,000 gain related to the sale of its ten low power television
stations, which reduced total operating expenses in fiscal 2003.

35

Distribution and selling expense for fiscal 2003 increased $16,885,000 or
9% to $194,697,000 or 32% of net sales compared to $177,812,000 or 32% of net
sales in fiscal 2002. Distribution and selling expense increased primarily as a
result of increases in net cable access fees due to a 14% increase in the number
of average FTE subscribers over the prior year, increased costs associated with
new merchandising personnel hired to develop new product categories, additional
costs associated with the Company's test broadcasting launch of the Shop & Style
program, in conjunction with NBC and certain NBC owned and operated television
station affiliates, additional distribution and selling costs associated with
FanBuzz resulting from its partnership with the National Hockey League,
additional costs associated with closed captioning and increased customer
service costs associated with the Company's commitment to improve its customer
care service, offset by decreased bad debt expense resulting from increased
customer usage of the ShopNBC credit card and decreased telemarketing costs from
the prior year relating to efficiencies realized.

Distribution and selling expense for fiscal 2002 increased $27,364,000 or
18% to $177,812,000 or 32% of net sales compared to $150,448,000 or 33% of net
sales in fiscal 2001. Distribution and selling expense increased primarily as a
result of increases in net cable access fees due to a 19% increase in the number
of average FTE subscribers over the prior year, additional costs associated with
the fulfillment and support for the NBC Experience Store in New York City and
direct-to-consumer products sold on NBC's website, increased costs associated
with new celebrities, additional distribution and selling costs associated with
the acquisition of FanBuzz and increased costs associated with credit card
processing resulting from increased sales. In addition, as a result of the
Company's ERP systems conversion, which included the replacement of the
Company's legacy order capture, inventory and customer service support systems,
a number of unplanned and unexpected conversion issues led to delays in the
screening and processing of shipments and other customer transactions including
collection efforts and as a direct result the Company experienced an increase in
bad debt and chargebacks during the year. The Company also incurred additional
operating expenses during fiscal 2002 to cover overtime, additional talk time in
the call centers, long distance charges, temporary labor and various outbound
customer communications relating to the delays in shipment processing.

General and administrative expense for fiscal 2003 increased $3,321,000 or
21% to $19,406,000 or 3% of net sales compared to $16,085,000 or 3% of net sales
in fiscal 2002. General and administrative expense increased over prior year
primarily as a result of increased consulting, salaries and maintenance fees
totaling $2,028,000 associated with the Company's systems conversion effort, the
establishment of a $470,000 net reserve in fiscal 2003 for a pending litigation
settlement, the write-off of approximately $500,000 of legal fees in the first
quarter of fiscal 2003 incurred in connection with a discontinued business
development initiative and additional expense incurred in connection with the
hiring of two new executive officers. These increases were offset by a decrease
in rent expense, which resulted from the termination of the Company's long-term
property lease following the Company's acquisition of the leased property in the
first quarter of fiscal 2003.

General and administrative expense for fiscal 2002 increased $1,426,000 or
10% to $16,085,000 or 3% of net sales compared to $14,659,000 or 3% of net sales
in fiscal 2001. General and administrative expense increased over fiscal 2001
primarily as a result of increases in general and administrative costs as a
result of the acquisition of FanBuzz, increased consulting fees associated with
the Company's systems conversion effort and the settlement of a vendor
litigation dispute. These increases were offset by a decrease in accrued bonuses
and management's efforts to control overall spending which resulted in decreases
in personnel costs, travel and placement fees.

Depreciation and amortization expense was $17,846,000, $15,937,000 and
$12,341,000 for the years ended January 31, 2004, 2003 and 2002, respectively,
representing an increase of $1,909,000 or 12% from fiscal 2002 to fiscal 2003
and an increase of $3,596,000 or 29% from fiscal 2001 to fiscal 2002.
Depreciation and amortization expense as a percentage of net sales was 3% for
fiscal 2003, 2002 and 2001. The dollar increase from fiscal 2002 to fiscal 2003
is primarily due to increased depreciation and amortization as a result of
assets placed in service in connection with the Company's ERP systems conversion
and implementation, depreciation on the two commercial buildings purchased by
the Company in February 2003 and increased depreciation associated with the
Company's acquisition of television station WWDP TV-46 in April 2003, offset by
decreased depreciation associated with VVIFC fixed assets which were written
down in the fourth quarter of fiscal 2002 following the Company's restructuring
of its customer care and fulfillment services agreement with

36

RLM and decreased depreciation as a result of the Company's sale of ten low
power television stations in February 2003. The dollar increase from fiscal 2001
to fiscal 2002 is primarily due to increased depreciation and amortization
incurred during fiscal 2002 associated with the Company's acquisition of
FanBuzz, Inc. in March 2002 and as a result of assets placed in service in
connection with the Company's ERP systems conversion and implementation.

OPERATING LOSS

The Company reported an operating loss of $10,924,000 for the year ended
January 31, 2004 compared with an operating loss of $10,487,000 for the year
ended January 31, 2003, an increase of $437,000. Operating loss for fiscal 2003
increased from prior year primarily as a result of increases in distribution and
selling expenses, particularly cable access fees for which the expense of adding
approximately 5.1 million new FTE homes since January 2003 is being incurred but
the future revenue benefit and productivity of these additional homes is yet to
be fully realized and increased costs associated with new merchandising
personnel hired to develop new product categories, increased general and
administrative expenses recorded in connection with pending litigation,
additional consulting, salary and maintenance fees, the write off of capitalized
legal fees associated with a discontinued business development initiative and
increases in depreciation and amortization as a result of assets placed in
service in connection with the Company's ERP systems conversion and
implementation and fiscal 2003 building purchases. In addition, operating
results were reduced in fiscal 2003 as a result of a $4,625,000 charge related
to costs incurred associated with the Company's chief executive officer
transition. These expense increases were offset by the increase in net sales and
gross profits reported by the Company's television home shopping, Internet and
other businesses during fiscal 2003 and the recording of a $4,417,000 pre-tax
gain following the sale of ten low power television stations in the first
quarter of fiscal 2003.

The Company reported an operating loss of $10,487,000 for the year ended
January 31, 2003 compared with an operating loss of $5,475,000 for the year
ended January 31, 2002, an increase of $5,012,000. Operating loss for fiscal
2002 increased from fiscal 2001 primarily as a result of the Company
experiencing a gross margin shortfall, which was due partly as a result of a
decrease in gross margin percentages experienced on computers sold during fiscal
2002, the impact of a number of customer amends and promotional programs
initiated to compensate customers for inconveniences experienced following the
systems conversion and to reinforce long-term loyalty, the general promotional
retail environment and an inventory write down recorded following the Company's
first post ERP systems conversion physical inventory in the third quarter of
fiscal 2002. Also contributing to the increase in operating losses were
increases in distribution and selling expense, particularly net cable access
fees for which the expense of adding approximately 7 million new FTE homes since
January 2002 is being incurred but the future revenue benefit and productivity
of these additional homes was not fully realized and increases in depreciation
and amortization as a result of the FanBuzz acquisition. In addition, operating
results were reduced further due to additional operating expenses and
amortization expense incurred as a result of the company-wide ERP systems
conversion and implementation. These expense increases were somewhat offset by
the increase in net sales and gross profits reported by the Company's television
home shopping and Internet businesses.

OTHER INCOME (EXPENSE)

Total other income (expense) was $(288,000) in fiscal 2003, $(34,162,000)
in fiscal 2002 and $(7,543,000) in fiscal 2001. Total other expense for fiscal
2003 included the following: pre-tax investment write-offs totaling $2,011,000
relating to an investment in an Internet retailer whose decline in fair value
was determined by the Company to be other than temporary; pre-tax gains of
$361,000 recorded on the sale of security investments; and interest income of
$1,362,000. Total other expense for fiscal 2002 included the following: pre-tax
investment write-offs totaling $32,148,000 of which $31,078,000 related to the
write-off of the Company's investment in RLM, whose decline in fair value was
determined by the Company to be other than temporary; a pre-tax loss of
$5,669,000 related to the Company's equity share of losses in RLM; net pre-tax
gains of $488,000 recorded on the sale, conversion and holdings of security
investments; and interest income of $3,167,000. Total other expense for fiscal
2001 included the following: pre-tax investment write-offs

37

totaling $7,567,000 of which $6,006,000 related to write-off of the Company's
investment in Internet company Wine.com pursuant to its dissolution. The
declines in fair value of these investments were determined by the Company to be
other than temporary; a pre-tax loss of $8,838,000 related to the Company's
equity share of losses in RLM; net pre-tax gains of $277,000 recorded on the
sale and holdings of security investments; and interest income of $8,585,000.

NET LOSS

Net loss available to common shareholders was $11,675,000 or $.32 per basic
and diluted share for the year ended January 31, 2004. Net loss available to
common shareholders was $39,392,000 or $1.06 per basic and diluted share for the
year ended January 31, 2003. Net loss available to common shareholders was
$9,769,000 or $.25 per basic and diluted share for the year ended January 31,
2002. For the years ended January 31, 2004, 2003 and 2002, respectively, the
Company had approximately 35,934,000, 37,173,000 and 38,336,000 basic and
diluted weighted average common shares outstanding.

For the years ended January 31, 2004, 2003 and 2002, net loss reflects an
income tax provision (benefit) of $180,000, $(5,539,000) and $(3,858,000),
respectively, which resulted in a recorded effective tax rate of 2% in fiscal
2003, 12% in fiscal 2002 and 30% in fiscal 2001. The Company recorded an income
tax provision during fiscal 2003, relating to state income taxes payable on
certain income for which there was no loss carryforward benefit available. The
Company has not recorded any additional tax provision in fiscal 2003 as such
provision is offset fully by the income tax valuation allowance recorded against
loss carryforwards in fiscal 2002. The Company's effective tax rate for fiscal
2003 and fiscal 2002 is lower than its historical effective tax rate as a result
of the Company recording a valuation allowance against its net deferred tax
assets and net operating and capital loss carryforwards. Based on the Company's
recent history of losses, a full valuation allowance was recorded in the fourth
quarter of fiscal 2002 and was calculated in accordance with the provisions of
SFAS No. 109 which places primary importance on the Company's most recent
operating results when assessing the need for a valuation allowance. Although
management believes that the Company's recent operating losses were heavily
affected by growth in cable distribution with its large fixed cost investment, a
challenging retail economic environment and slowdown in consumer spending
experienced by the Company and other merchandise retailers, the Company intends
to maintain a full valuation allowance for its net deferred tax assets and loss
carryforwards until sufficient positive evidence exists to support reversal of
the reserve. The Company's effective tax rate for fiscal 2001 was lower than its
historical effective tax rate as a result of the uncertainty of future tax
benefits relating to certain investments written down during that year and an
increase in the mix of interest income generated from tax-free, short-term
investments in fiscal 2001.

PROGRAM DISTRIBUTION

The Company's television home shopping program was available to
approximately 61.9 million homes as of January 31, 2004 as compared to 55.1
million homes as of January 31, 2003 and to 51.9 million homes as of January 31,
2002. The Company's programming is currently available through affiliation and
time-block purchase agreements with approximately 1,130 cable and or satellite
systems. Beginning in April 2003, the Company's programming has also been made
available full-time to homes in the Boston, Massachusetts market over the air
via a full-power television broadcast station that the Company acquired. As of
January 31, 2004, 2003 and 2002, the Company's programming was available to
approximately 55.6 million, 50.5 million and 44.0 million FTE households,
respectively. Approximately 49.0 million, 44.1 million and 36.0 million
households at January 31, 2004, 2003 and 2002, respectively, received the
Company's programming on a full-time basis. Homes that receive the Company's
programming 24 hours a day are counted as one FTE each and homes that receive
the Company's television home shopping programming for any period less than 24
hours are counted based upon an analysis of time of day and day of week that
programming is received. In March 2003, the Company completed the sale of ten of
its eleven LPTV stations. Management believes that the sale of these stations
will not have a significant impact on the ongoing operations of the Company.

38

QUARTERLY RESULTS

The following summarized unaudited results of operations for the quarters
in the fiscal years ended January 31, 2004 and 2003 have been prepared on the
same basis as the annual financial statements and reflect adjustments
(consisting of normal recurring adjustments), which the Company considers
necessary for a fair presentation of results of operations for the periods
presented. The Company's results of operations have varied and may continue to
fluctuate significantly from quarter to quarter. Results of operations in any
period should not be considered indicative of the results to be expected for any
future period.

- ---------------

(a) The sum of quarterly per share amounts does not equal the annual amount due
to changes in the calculation of average common and dilutive shares
outstanding required under Statement of Financial Accounting Standards No.
128, "Earnings per Share".

39

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

As of January 31, 2004 and 2003, cash and cash equivalents and short-term
investments were $127,181,000 and $168,634,000, respectively, a $41,453,000
decrease primarily related to the Company's acquisition of television station
WWDP TV-46 in Boston, Massachusetts for $33,617,000. For the year ended January
31, 2004 working capital decreased $40,419,000 to $186,147,000 compared to
working capital of $226,566,000 for the year ended January 31, 2003. The current
ratio was 3.2 at January 31, 2004 compared to 3.6 at January 31, 2003.

SOURCES OF LIQUIDITY

The Company's principal source of liquidity is its available cash, cash
equivalents and short-term investments, accrued interest earned from its
short-term investments and its operating cash flow, which is primarily generated
from credit card receipts from sales transactions and the collection of
outstanding customer accounts receivable. The timing of customer collections
made pursuant to the Company's ValuePay installment program and the extent to
which the Company extends credit to its customers is important to the Company's
short-term liquidity and cash resources. In addition, a significant increase in
the Company's accounts receivable aging or credit losses could negatively impact
the Company's source of cash from operations in the short term. While credit
losses have historically been within the Company's estimates for such losses,
there is no guarantee that the Company will continue to experience the same
credit loss rate that it has in the past. Historically, the Company has also
been able to generate additional cash sources from the proceeds of stock option
exercises and from the sale of its equity investments and other properties;
however, these sources of cash are neither relied upon nor controllable by the
Company. The Company has no long-term debt other than fixed capital lease
obligations and believes it has the ability to obtain additional financing if
necessary. At January 31, 2004 and 2003, all short-term investments and cash
equivalents were invested primarily in money market funds, high quality
commercial paper with original maturity dates of less than 270 days and
investment grade corporate and municipal bonds and other tax advantaged
certificates with tender option terms ranging from one month to one year.
Although management believes the Company's short-term investment policy is
conservative in nature, certain short-term investments in commercial paper can
be exposed to the credit risk of the underlying companies to which they relate
and interest earned on these investments are subject to interest rate market
fluctuations. The average maturity of the Company's investment portfolio ranges
from 30-60 days.

CASH REQUIREMENTS

The Company's principal use of cash is to fund its business operations,
which consist primarily of purchasing inventory for resale, funding operating
expenses, particularly the Company's contractual commitments for cable and
satellite programming and the funding of capital expenditures. During fiscal
2003 and 2002, the Company made a significant investment of cash in connection
with the acquisition of television station WWDP TV-46, its FanBuzz subsidiary
and two commercial buildings where the Company maintains its corporate
administrative, television production and jewelry distribution operations. Other
expenditures made for property and equipment in fiscal 2003 and 2002 and for
expected future capital expenditures include the upgrade, stabilization and
replacement of computer software and front-end merchandising systems and
business processes, continued improvements/modifications to the Company's owned
headquarter buildings, the upgrade and digitalization of television production
and transmission equipment and related computer equipment associated with the
expansion of the Company's home shopping business and e-commerce initiatives.
Historically, the Company has also used its cash resources for various strategic
investments and for the repurchase of stock under the Company's Common Stock
repurchase program but is under no obligation to continue doing so if protection
of liquidity is desired. The Company has the discretion in the future to
continue its stock repurchase program and will make strategic investments as
opportunities present themselves or when cash investments are determined to be
beneficial to the long-term interests of its shareholders. There are no
significant commitments for capital expenditures. Management believes that funds
currently held and sourced by the Company should be sufficient to fund the
Company's operations, anticipated capital expenditures or strategic investments
and cable launch fees through at least fiscal 2004.

40

Total assets at January 31, 2004 were $396,591,000 compared to $406,274,000
at January 31, 2003. Shareholders' equity was $267,007,000 at January 31, 2004,
compared to $274,646,000 at January 31, 2003, a decrease of $7,639,000. The
decrease in shareholders' equity from fiscal 2002 to fiscal 2003 resulted
primarily from the net loss of $11,392,000 recorded during the year, the
repurchase of 586,000 common shares totaling $6,429,000 under the Company's
authorized stock repurchase plan, $60,000 relating to accrued interest on a note
receivable from a former officer and accretion on redeemable preferred stock of
$283,000. These decreases were offset by increases in shareholders' equity of
$7,163,000 from proceeds received related to the exercise of stock options,
unrealized gains on investments classified as "available-for-sale" totaling
$2,517,000 and vesting of deferred compensation of $845,000. As of January 31,
2004, the Company had long-term debt obligations totaling $2,002,000 related to
assets purchased under capital lease arrangements. The decrease in shareholders'
equity from fiscal 2001 to fiscal 2002 resulted primarily from the repurchase of
2,257,000 common shares totaling $33,806,000 under the Company's authorized
stock repurchase plans and as a result of recording a $39,110,000 net loss in
fiscal 2002 primarily attributable to the write down of the Company's investment
in RLM. In addition, shareholders' equity also decreased as a result of
recording net unrealized losses on investments classified as
"available-for-sale" totaling $1,472,000, accrued interest on a note receivable
from an officer totaling $92,000 and accretion on redeemable preferred stock of
$282,000. These decreases were offset by increases in shareholders' equity
relating to the issuance of 36,858 common stock purchase warrants valued at
$172,000 to NBC issued in connection with the NBC Distribution Agreement and by
proceeds received of $4,416,000 related to the exercise of stock options. As of
January 31, 2003, the Company had long-term debt obligations totaling $1,669,000
related to assets purchased under capital lease arrangements.

For fiscal 2003, net cash provided by operating activities totaled
$3,368,000 compared to $3,666,000 in fiscal 2002 and net cash provided by
operating activities of $19,007,000 in fiscal 2001. Net cash provided by
operating activities for fiscal 2003 reflects a net loss, as adjusted for
depreciation and amortization, common stock issued to employees, vesting of
deferred compensation, gain on sale of television stations, gain on sale and
conversion of investments and write-down of investments. In addition, net cash
provided by operating activities for fiscal 2003 reflects a decrease in accounts
receivable and prepaid expenses offset by an increase in inventories and a
decrease in accounts payable and accrued liabilities and taxes payable. Accounts
receivable decreased primarily due to the first quarter receipt of $11.0 million
from RLM resulting from VVIFC's agreement to amend the RLM customer care and
fulfillment services agreement in fiscal 2002. Receivables also decreased as a
result of the timing of customer collections made pursuant to the "ValuePay"
installment program and an increase in the percentage of sales made using the
ShopNBC credit card, which is non-recourse to the Company. These decreases were
offset by an increase in credit card receivables as a result of increased sales.
Inventories increased from fiscal 2002 primarily to support increased sales
volume during the fiscal 2003 holiday season and as a direct result of the
Company's effort to diversify its product mix offerings and the timing of
merchandise receipts. Although the Company believes it will be able to maintain
inventory quantities at appropriate levels, there remains the risk of inventory
obsolescence and/or markdowns should this prove unsuccessful. Prepaid expenses
decreased primarily as a result of the timing of long-term cable access fee
payments and decreases in prepaid rent, deferred advertising and postage. The
decrease in accounts payable and accrued liabilities is primarily due to the
timing of vendor payments and a decrease in amounts due to customers for
merchandise returns over fiscal 2002.

Net cash provided by operating activities for fiscal 2002 reflects a net
loss, as adjusted for depreciation and amortization, the write-down of
investments, deferred taxes, unrealized gains on security holdings, equity in
losses of affiliates and losses on the sale and conversion of investments. In
addition, net cash provided by operating activities for fiscal 2002 reflects
increases in accounts receivable, inventories and prepaid expenses, offset by an
increase in accounts payable and accrued liabilities and taxes payable. Accounts
receivable increased primarily due to an increase in sales made utilizing
extended payment terms and the timing of customer collections made pursuant to
the "ValuePay" installment program and increased credit card sales, offset by
decreases in vendor receivables and accrued interest due to lower cash and short
term investment balances. Inventories increased from fiscal 2001 primarily to
support increased sales volumes and due to the residual effect of the Company's
front-end ERP systems conversion where unexpected implementation issues caused
significant delays in the processing of transactions including shipments to
customers and returns to

41

vendors. These system-related delays caused a significant increase in inventory
on hand over prior year though progress was made in returning inventory
quantities to more normal historic levels in the last two quarters of the year.
Inventories also increased due to a significant reduction in "advance order"
selling over prior year in an effort to improve customer satisfaction through
fewer stockouts and faster order fulfillment, to support continued sales growth,
the acquisition of FanBuzz in March 2002 and the timing of merchandise receipts.
These increases were mitigated by aggressive management efforts to reduce
inventory levels in the second half of fiscal 2002. Prepaid expenses increased
primarily as a result of the timing of long-term cable launch fee extension
renewals, increases in deferred advertising, prepaid shipping supplies and
insurance premium increases following the Company's annual insurance renewal.
The increase in accounts payable and accrued liabilities is a direct result of
the increase in inventory levels, the timing of cable and satellite affiliation
vendor payments and the acquisition of FanBuzz.

Net cash provided by operating activities for fiscal 2001 reflects a net
loss, as adjusted for depreciation and amortization, the write-down of
investments, unrealized gains on security holdings and equity in losses of
affiliates, the cumulative effect of adopting SFAS No. 133 and losses on the
sale and conversion of investments. In addition, net cash provided by operating
activities for fiscal 2001 reflects decreases in accounts receivable, income
taxes receivable and prepaid expenses, offset by an increase in inventories and
a decrease in accounts payable and accrued liabilities. Accounts receivable
decreased primarily due to a reduction in sales made utilizing extended payment
terms, decreased vendor airtime receivables, decreased interest receivable
resulting from lower interest rates driven by reductions in federal funds rates
and the timing of customer collections made pursuant to the "ValuePay"
installment program, offset by increased receivables related to the Company's
new ShopNBC private label credit card. Inventories increased from fiscal 2000
primarily to support increased sales volumes and as a result of the timing of
merchandise receipts. The decrease in accounts payable and accrued liabilities
is primarily due to the timing of vendor payments. The decrease in income taxes
receivable relates to tax refunds received during fiscal 2001 resulting from the
net loss recorded in fiscal 2000 and other tax benefits recorded in connection
with the exercise of employee stock options in the prior year.

The Company utilizes an installment payment program called "ValuePay" which
entitles customers to purchase merchandise and generally pay for the merchandise
in two to six equal monthly credit card installments. As of January 31, 2004,
the Company had approximately $56,339,000 due from customers under the ValuePay
installment program, compared to $59,632,000 at January 31, 2003. The decrease
in ValuePay receivables from fiscal 2002 is primarily the result of decreased
sales made utilizing extended payment terms over prior year and by the net
effect of increased usage of the Company's ShopNBC private label credit card.
The credit card provider assumes the risk associated with consumer payments on
the ShopNBC credit card. ValuePay was introduced many years ago to increase
sales and to respond to similar competitive programs while at the same time
reducing return rates on merchandise with above average selling prices. The
Company records a reserve for uncollectible accounts in its financial statements
in connection with ValuePay installment sales and intends to continue to sell
merchandise using the ValuePay program. Receivables generated from the ValuePay
program will be funded in fiscal 2004 from the Company's present capital
resources and future operating cash flows.

Net cash provided by investing activities totaled $23,003,000 in fiscal
2003, compared to net cash provided by investing activities of $19,185,000 in
fiscal 2002 and net cash used for investing activities of $80,079,000 in fiscal
2001. Expenditures for property and equipment were $23,489,000 in fiscal 2003
compared to $16,332,000 in fiscal 2002 and $12,525,000 in fiscal 2001.
Expenditures for property during fiscal 2003 included the Company's $11,300,000
property and commercial building purchase in February 2003 where the Company
maintains its corporate administrative, television production and jewelry
distribution operations. Included as part of the acquisition was a second
commercial building, which the Company utilizes for additional office space.
Other expenditures for property and equipment in fiscal 2003 and 2002 primarily
include capital expenditures made for the upgrade, stabilization and replacement
of computer software and front-end ERP, customer care management and
merchandising systems, related computer equipment and other office equipment,
warehouse equipment, digital broadcasting equipment and other production
equipment and expenditures on leasehold improvements. Increases in property and
equipment in fiscal 2002 were offset

42

by a decrease of approximately $5,900,000 related to the write off of fixed
assets dedicated to the arrangement with RLM that were deemed impaired as a
result of the early termination of the Company's original services agreement
with RLM. Principal future capital expenditures include the upgrade,
stabilization and replacement of computer software and front-end merchandising
systems and business processes, continued improvements/modifications to the
Company's owned headquarter buildings, the upgrade and digitalization of
television production and transmission equipment and related computer equipment
associated with the expansion of the Company's home shopping business and
e-commerce initiatives. During fiscal 2003, the Company invested $72,969,000 in
various short-term investments, received proceeds of $140,346,000 from the sale
of short-term investments and received proceeds of $5,000,000 in connection with
the sale of ten low power television stations. Also during fiscal 2003, the
Company invested $33,466,000, net of cash acquired, in connection with the
acquisition of television station WWDP TV-46 in Boston, Massachusetts and
received proceeds of $7,581,000 from the sale of common stock investments.

During fiscal 2002, the Company invested $121,093,000 in various short-term
investments, received proceeds of $173,290,000 from the sale of short-term
investments, received proceeds of $2,000 from the sale of property and
investments and made disbursements of $4,375,000 for certain investments and
other long-term assets primarily related to the Company's equity interest in
RLM. Also during fiscal 2002, the Company invested $12,307,000, net of cash
acquired, in connection with the acquisition of FanBuzz, Inc.

During fiscal 2001, the Company invested $277,933,000 in various short-term
investments, received proceeds of $220,888,000 from the sale of short-term
investments, received proceeds of $1,148,000 from the sale of property and
investments and made disbursements of $11,657,000 for certain investments and
other long-term assets primarily related to the Company's equity interest in
RLM.

Net cash used for financing activities totaled $447,000 in fiscal 2003 and
related primarily to payments made of $6,429,000 in conjunction with the
repurchase of 586,000 shares of the Company's Common Stock at an average price
of $10.97 per share and payments of long-term capital lease obligations of
$1,155,000, offset by cash proceeds received of $7,137,000 from the exercise of
stock options. Net cash used for financing activities totaled $29,850,000 in
fiscal 2002 and related primarily to payments made of $33,806,000 in conjunction
with the repurchase of 2,257,000 shares of the Company's Common Stock at an
average price of $14.93 per share and payments of long-term capital lease
obligations of $436,000, offset by cash proceeds received of $4,392,000 from the
exercise of stock options. Net cash used for financing activities totaled
$12,865,000 in fiscal 2001 and related primarily to payments made of $15,702,000
in conjunction with the repurchase of 1,092,000 shares of the Company's Common
Stock at an average price of $14.60 per share and payments of long-term capital
lease obligations of $61,000, offset by cash proceeds received totaling
$2,898,000 from the exercise of stock options.

CONTRACTUAL CASH OBLIGATIONS AND COMMITMENTS

The following table summarizes the Company's obligations and commitments as
of January 31, 2004, and the effect such obligations and commitments are
expected to have on the liquidity and cash flow of the Company in future
periods:

43

- ---------------

(a) Future cable and satellite payment commitments are based on subscriber
levels as of January 31, 2004 and future payment commitment amounts could
increase or decrease as the number of cable and satellite subscribers
increase or decrease. Under certain circumstances, operators may cancel
their agreements prior to expiration.

IMPACT OF INFLATION

The Company believes that inflation has not had a material impact on its
results of operations for each of the fiscal years in the three-year period
ended January 31, 2004. The Company cannot assure that inflation will not have
an adverse impact on its operating results and financial condition in future
periods.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 2002, the FASB issued Statement of Financial Accounting Standards
No. 146, "Accounting for Costs Associated with Exit or Disposal Activities"
("SFAS No. 146"). SFAS No. 146 addresses financial accounting and reporting for
costs associated with exit or disposal activities and nullifies EITF Issue No.
94-3. The Company will be required to adopt SFAS No. 146 effective for any exit
or disposal activities that are initiated after December 31, 2002. The adoption
of SFAS No. 146 did not have a material impact on the Company's consolidated
balance sheet or results of operations.

In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" ("FIN No. 45"). FIN No. 45 clarifies the
requirements for a guarantor's accounting for and disclosure of certain issued
and outstanding guarantees. The initial recognition and initial measurement
provisions of FIN No. 45 are applicable to guarantees issued or modified after
December 31, 2002. The disclosure requirements of FIN No. 45 were effective for
financial statements of interim or annual periods ending after December 15,
2002. The adoption of FIN No. 45 did not have a material impact on the Company's
consolidated balance sheet or results of operations.

In December 2002, the FASB issued Statement of Financial Accounting
Standards No. 148. "Accounting for Stock-Based Compensation -- Transition and
Disclosure" ("SFAS No. 148"), which amends Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123").
SFAS No. 148 provides alternative methods of transition for a voluntary change
to the fair value based method of accounting for stock-based employee
compensation. In addition, SFAS No. 148 amends the disclosure requirements of
SFAS No. 123 to require more prominent and more frequent disclosures in
financial statements of the effects of stock-based compensation. The transition
guidance and annual disclosure provisions of SFAS No. 148 are effective for
fiscal years ending after December 15, 2002. The interim disclosure provisions
are effective for financial reports containing condensed financial statements
for interim periods beginning after December 15, 2002. The adoption of SFAS No.
148 did not have a material impact on the Company's consolidated balance sheet
or results of operations.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity (SFAS No. 150).
SFAS No. 150 establishes standards for issuer classification and measurement of
certain financial instruments with characteristics of both liabilities and
equity. Instruments that fall within the scope of SFAS No. 150 must be
classified as a liability. SFAS No. 150 became effective for financial
instruments entered into or modified after May 31, 2003. For financial
instruments issued prior to June 1, 2003, SFAS No. 150 became effective for the
Company in the third quarter of fiscal year 2003. The Company adopted SFAS No.
150, which did not have an impact on the Company's consolidated balance sheet or
results of operations.

In December 2003, the FASB issued FASB Interpretation No. 46R ,
"Consolidation of Variable Interest Entities" ("FIN 46R"), which served to
clarify guidance in Financial Interpretation No. 46 ("FIN 46"), and provided
additional guidance surrounding the application of FIN 46. The Company will
adopt the provisions of FIN 46R related to non-special purpose entities in the
first quarter of fiscal 2004, in accordance with the

44

provisions of FIN 46R. Management is currently assessing the impact that FIN 46R
may have on the Company's financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company does not enter into financial instruments for trading or
speculative purposes and does not currently utilize derivative financial
instruments as a hedge to offset market risk. The Company has held certain
equity investments in the form of common stock purchase warrants in public
companies and accounted for these investments in accordance with the provisions
of SFAS No. 133. As of January 31, 2003, the Company no longer had investments
in the form of common stock purchase warrants. The operations of the Company are
conducted primarily in the United States and as such are not subject to foreign
currency exchange rate risk. However, some of the Company's products are sourced
internationally and may fluctuate in cost as a result of foreign currency
swings. The Company has no long-term debt other than fixed capital lease
obligations, and accordingly, is not significantly exposed to interest rate
risk, although changes in market interest rates do impact the level of interest
income earned on the Company's substantial cash and short-term investment
portfolio.

45

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
OF VALUEVISION MEDIA, INC.
AND SUBSIDIARIES

46

INDEPENDENT AUDITORS' REPORT

To the Shareholders and Board of Directors of ValueVision Media, Inc. and
Subsidiaries:

We have audited the accompanying consolidated balance sheets of ValueVision
Media, Inc. and Subsidiaries (the Company) as of January 31, 2004 and 2003 and
the related consolidated statements of operations, shareholders' equity and cash
flows for the years then ended. Our audits also included Schedule II: Valuation
and Qualifying Accounts for the years ended January 31, 2004 and 2003, included
in Item 15b. These consolidated financial statements and financial statement
schedules are the responsibility of the Company's management. Our responsibility
is to express an opinion on these consolidated financial statements and
financial statement schedules based on our audits. The consolidated statements
of operations, shareholders' equity and cash flows and financial statement
schedule of the Company for the year ended January 31, 2002 were audited by
other auditors who have ceased operations. Those auditors expressed an
unqualified opinion on those consolidated financial statements and financial
statement schedule in their report dated March 6, 2002.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements as of and for the
years ended January 31, 2004 and 2003 present fairly, in all material respects,
the consolidated financial position of ValueVision Media, Inc. and Subsidiaries
at January 31, 2004 and 2003 and the results of its operations and its cash
flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America. Also, in our opinion, the
January 31, 2004 and 2003 financial statement schedules, when considered in
relation to the basic consolidated financial statements taken as a whole,
present fairly in all material respects the information set forth therein.

/s/ DELOITTE & TOUCHE LLP

Minneapolis, Minnesota,
April 5, 2004

47

THE FOLLOWING REPORT IS A COPY OF A REPORT PREVIOUSLY ISSUED BY ARTHUR ANDERSEN
LLP AND HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To ValueVision International, Inc.:

We have audited the accompanying consolidated balance sheets of ValueVision
International, Inc. (a Minnesota corporation) and Subsidiaries as of January 31,
2002 and 2001, and the related consolidated statements of operations,
shareholders' equity and cash flows for each of the three years in the period
ended January 31, 2002. These financial statements and the schedule referred to
below are the responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements and schedule based on our
audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of ValueVision International,
Inc. and Subsidiaries as of January 31, 2002 and 2001, and the results of their
operations and their cash flows for each of the three years in the period ended
January 31, 2002 in conformity with accounting principles generally accepted in
the United States.

Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the index to the
consolidated financial statements is presented for purposes of complying with
the Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in our audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.

/s/ ARTHUR ANDERSEN LLP

Minneapolis, Minnesota,
March 6, 2002

48

VALUEVISION MEDIA, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these consolidated financial
statements.

49

VALUEVISION MEDIA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these consolidated financial
statements.

50

VALUEVISION MEDIA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

FOR THE YEARS ENDED JANUARY 31, 2004, 2003 AND 2002

The accompanying notes are an integral part of these consolidated financial
statements.

51

VALUEVISION MEDIA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these consolidated financial
statements.

52

VALUEVISION MEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JANUARY 31, 2004, 2003 AND 2002

1. THE COMPANY:

ValueVision Media, Inc. and Subsidiaries ("ValueVision" or the "Company")
is an integrated direct marketing company that markets, sells and distributes
its products directly to consumers through various forms of electronic media.
The Company's operating strategy incorporates television home shopping, Internet
e-commerce, vendor programming sales, fulfillment services and outsourced
e-commerce and fulfillment solutions. Effective May 16, 2002, the Company
changed its name to ValueVision Media, Inc. from ValueVision International, Inc.

The Company's television home shopping business uses on-air personalities
to market brand name merchandise and proprietary/private label consumer products
at competitive prices. The Company's live 24-hour per day television home
shopping programming is distributed primarily through long-term cable and
satellite affiliation agreements and the purchase of month-to-month full and
part-time block lease agreements of cable and broadcast television time. In
addition, the Company distributes its programming through one Company-owned full
power television station in Boston, Massachusetts and one low power television
station in Atlanta, Georgia. The Company also complements its television home
shopping business by the sale of a broad array of merchandise through its
Internet shopping website (www.shopnbc.com).

On November 16, 2000, the Company entered into an exclusive license
agreement with National Broadcasting Company, Inc. ("NBC") pursuant to which NBC
granted ValueVision worldwide use of an NBC-branded name and the Peacock image
for a ten-year period. The Company rebranded its television home shopping
network and companion Internet shopping website as "ShopNBC" and "ShopNBC.com",
respectively, in fiscal 2001. This rebranding was intended to position
ValueVision as a multimedia retailer, offering consumers an entertaining,
informative and interactive shopping experience, and position the Company as a
leader in the evolving convergence of television and the Internet.

The Company, through its wholly owned subsidiary, ValueVision Interactive,
Inc. maintains the ShopNBC.com website and manages the Company's Internet
e-commerce initiatives. The Company, through its wholly owned subsidiary, VVI
Fulfillment Center, Inc. ("VVIFC"), provides fulfillment, warehousing and
telemarketing services to Ralph Lauren Media, LLC ("RLM"), the NBC Experience
Store in New York City and direct to consumer products sold on NBC's website,
fulfillment of non-jewelry merchandise sold on the Company's television home
shopping program and Internet website and fulfillment to its FanBuzz, Inc.
subsidiary. Through its wholly owned subsidiary, FanBuzz, Inc. ("FanBuzz"), the
Company also provides e-commerce and fulfillment solutions to some of the most
recognized sports, media and other well-known entertainment and retail
companies.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of
ValueVision and its wholly owned subsidiaries. Intercompany accounts and
transactions have been eliminated in consolidation. The accompanying
consolidated results of operations for the year ended January 31, 2004, include
the operations of television station WWDP TV-46 as of the effective date of its
acquisition, April 1, 2003. The accompanying consolidated results of operations
for the year ended January 31, 2003, include the operations of FanBuzz as of the
effective date of its acquisition, March 8, 2002.

FISCAL YEAR

The Company's fiscal year ends on January 31. The year ended January 31,
2004 is designated fiscal "2003", the year ended January 31, 2003 is designated
fiscal "2002" and the year ended January 31, 2002 is designated fiscal "2001".

53

VALUEVISION MEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

REVENUE RECOGNITION AND ACCOUNTS RECEIVABLE

Revenue is recognized at the time merchandise is shipped or when services
are provided. Shipping and handling fees collected from customers are recognized
as merchandise is shipped and are classified as revenue in the accompanying
statements of operations in accordance with Emerging Issues Task Force ("EITF")
Issue No. 00-10, "Accounting for Shipping and Handling Fees and Cost" ("EITF
00-10"). The Company classifies shipping and handling costs in the accompanying
statements of operations as a component of cost of sales. Returns are estimated
and provided for at the time of sale based on historical experience. Payments
received for unfilled orders are reflected as a component of accrued
liabilities.

Accounts receivable consist primarily of amounts due from customers for
merchandise sales and from credit card companies, and are reflected net of
reserves for estimated uncollectible amounts of $2,054,000 at January 31, 2004
and $3,500,000 at January 31, 2003.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of cash, money market funds and
commercial paper with an original maturity of 90 days or less. The Company
maintains its cash balances at financial institutions in investment accounts
that are not federally insured. The Company has never experienced any losses in
such accounts and believes it is not exposed to any significant credit risk on
its cash and cash equivalents.

SHORT-TERM INVESTMENTS

Short-term investments consist principally of high quality commercial paper
with original maturity dates of less than 270 days and investment grade
corporate and municipal bonds and other tax advantaged certificates with tender
option terms ranging from one month to one year. These investments are stated at
cost, which approximates market value due to the short maturities of these
instruments. The average maturity of the Company's short-term investment
portfolio is approximately 30-60 days. The Company maintains its short-term
investments at financial institutions in investment accounts that are not
federally insured. Although the Company's short-term investment policy is
conservative in nature, certain short-term investments in commercial paper can
be exposed to the credit risk of the underlying companies to which they relate.
The Company has never experienced any losses in such accounts and believes it is
not exposed to any significant credit risk on its short-term investments.

INVESTMENTS IN EQUITY SECURITIES

The Company has classified certain long-term investments in equity
securities as "available-for-sale" under the provisions of Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities" ("SFAS No. 115"), and reports these investments at
fair value. Under SFAS No. 115, unrealized holding gains and losses on
available-for-sale securities are excluded from income and are reported as a
separate component of shareholders' equity. Realized gains and losses from
securities classified as available-for-sale are included in income and are
determined using the average cost method for ascertaining the cost of securities
sold. As of January 31, 2004 and 2003, accumulated unrealized holding losses on
available-for-sale securities excluded from income and reported as a separate
component of shareholders' equity totaled $-0- and $(2,517,000), respectively.
As of January 31, 2004, the Company no longer has long-term equity investment
securities.

Statement of Financial Accounting Standards No. 133 (" SFAS No. 133"),
"Accounting for Derivative Instruments and Hedging Activities", establishes
accounting and reporting standards requiring that derivative instruments, as
defined in the standard, be recorded in the balance sheet as either an asset or
liability measured at its fair value. SFAS No. 133 requires changes in the
derivative's fair value to be recognized currently in earnings unless specific
hedge accounting criteria are met. The Company adopted the provisions

54

VALUEVISION MEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

of SFAS No. 133, as amended, effective February 1, 2001. The impact of the
initial adoption of SFAS No. 133 was a loss of $329,000 related to warrants held
as investments and is reflected in the fiscal 2001 consolidated statement of
operations as a cumulative effect of change in accounting principle. For the
years ended January 31, 2003 and 2002, the Company also recorded in the
consolidated statement of operations unrealized gains on security holdings of
$1,021,000 and $346,000, respectively, relating to fair value adjustments made
with respect to derivative common stock purchase warrants held by the Company.
In the second quarter of fiscal 2002, the Company, in a cashless transaction,
exchanged its warrants to purchase a total of 438,356 shares of common stock of
iDine Rewards Network, Inc. ("iDine"; formerly Transmedia Network, Inc.) for
170,532 shares of the common stock of iDine and recorded a loss of $526,000 on
the exchange. In the second quarter of fiscal 2003, the Company recorded a net
pre-tax investment gain of $361,000 relating to the sale of its common stock
investments of Paxson Communications, Inc. and iDine. As of January 31, 2003,
the Company no longer had derivative warrant investments.

Information regarding the Company's investments in available-for-sale and
SFAS No. 133 equity securities is as follows:

As of January 31, 2003 all available-for-sale and SFAS No. 133 equity
securities were classified as long-term investments in the accompanying
consolidated balance sheets. Also see "Investments and Other Assets."

Proceeds from sales of investment securities were $7,581,000, $-0- and
$821,000 in fiscal 2003, 2002 and 2001, respectively, and related gross realized
gains (losses) included in income were $361,000, $-0- and $(277,000) in fiscal
2003, 2002 and 2001, respectively.

As of January 31, 2004 and 2003, respectively, the Company had no
investments classified as trading securities in the accompanying consolidated
balance sheets.

INVENTORIES

Inventories, which consist primarily of consumer merchandise held for
resale, are stated principally at the lower of average cost or realizable value
and are reflected net of obsolescence write-downs of $5,224,000 at January 31,
2004 and $3,048,000 at January 31, 2003.

ADVERTISING COSTS

Promotional advertising expenditures are expensed in the period the
advertising initially takes place. Direct response advertising costs, consisting
primarily of catalog preparation, printing and postage expenditures, are
capitalized and amortized over the period during which the benefits are
expected, generally one to three months. Advertising costs of $10,993,000,
$10,619,000 and $15,134,000 for the years ended January 31, 2004, 2003 and 2002,
respectively, are included in the accompanying consolidated statements of
operations and consist primarily of contractual marketing fees paid to certain
cable operators for cross channel promotions. Prepaid expenses and other
includes deferred advertising costs in the form of television advertising
credits from NBC of $2,035,000 at January 31, 2004 and $2,223,000 at January 31,
2003, which will be reflected as an expense during the quarterly period of
benefit.

55

VALUEVISION MEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Improvements and renewals that
extend the life of an asset are capitalized and depreciated. Repairs and
maintenance are charged to expense as incurred. The cost and accumulated
depreciation of property and equipment retired or otherwise disposed of are
removed from the related accounts, and any residual values are charged or
credited to operations. Depreciation and amortization for financial reporting
purposes are provided on the straight-line method based upon estimated useful
lives.

Property and equipment consisted of the following at January 31:

NBC TRADEMARK LICENSE AGREEMENT

As discussed further in Note 15, in November 2000, the Company entered into
a Trademark License Agreement with NBC pursuant to which NBC granted the Company
an exclusive, worldwide license for a term of 10 years to use certain NBC
trademarks, service marks and domain names to rebrand the Company's business and
corporate name on the terms and conditions set forth in the License Agreement.
In connection with the License Agreement, the Company issued to NBC warrants to
purchase 6,000,000 shares of the Company's Common Stock at an exercise price of
$17.375 per share. The original fair value assigned to the NBC License Agreement
and related warrants was determined pursuant to an independent appraisal. At the
date of the agreement, a measurement date had not yet been established and the
Company revalued the Trademark License and warrants to $59,629,000, the
warrants' estimated fair value as of January 31, 2001, including professional
fees. In March 2001, the Company established a measurement date with respect to
the NBC Trademark License Agreement by amending the agreement, and fixed the
fair value of the Trademark License asset at $32,837,000, which is being
amortized over the remaining ten-year term of the Trademark License Agreement.
As of January 31, 2004 and 2003, accumulated amortization related to this asset
totaled $10,923,000 and $7,696,000, respectively.

CABLE DISTRIBUTION AND MARKETING AGREEMENT

As discussed further in Note 13, in March 1999, the Company entered into a
Distribution and Marketing Agreement with NBC, which provides that NBC shall
have the exclusive right to negotiate on behalf of the Company for the
distribution of its home shopping television service. Under the ten-year
agreement, NBC had committed to deliver 10 million full-time equivalent ("FTE")
subscribers over a forty-two month period. In compensation for these services,
the Company currently pays NBC an annual fee of approximately $1.6 million and
issued NBC a Distribution Warrant to purchase 1,450,000 shares of the Company's
Common Stock at an exercise price of $8.29 per share. The value assigned to the
Distribution and Marketing Agreement and related warrant of $6,931,000 was
determined pursuant to an independent appraisal and is being amortized

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

on a straight-line basis over the term of the agreement. As of January 31, 2004
and 2003, accumulated amortization related to this asset totaled $3,309,000 and
$2,616,000, respectively.

In fiscal 2001, the Company issued to NBC additional warrants to purchase
343,725 shares of the Company's Common Stock at an exercise price of $23.07 per
share. The warrants were assigned a fair value of $1,175,000, are immediately
exercisable, and have a term of five years. In the fourth quarter of fiscal
2002, the Company issued to NBC additional warrants to purchase 36,858 shares of
the Company's Common Stock at an exercise price of $15.74 per share. The
warrants were assigned a fair value of $172,000, vest over five years and have a
five-year term from the date of vesting. These warrants were issued in
connection with the NBC Distribution and Marketing Agreement which provides that
additional warrants are to be granted at current market prices upon the
achievement of specific goals associated with the distribution of the Company's
television programming with respect to FTE subscriber homes. The fair value
assigned to these distribution warrants were determined using the Black Scholes
valuation model and are being amortized over the weighted average term of the
new distribution agreements which range from five to seven years. As of January
31, 2004 and 2003, total accumulated amortization related to these assets
totaled $523,000 and $321,000, respectively.

GOODWILL AND OTHER INTANGIBLE ASSETS

In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets," which addresses the financial accounting and reporting standards for
the acquisition of intangible assets outside of a business combination and for
goodwill and other intangible assets subsequent to their acquisition. This
accounting standard requires that goodwill be separately disclosed from other
intangible assets in the statement of financial position, and no longer be
amortized but tested for impairment on a periodic basis. These impairment tests
are required to be performed at adoption and at least annually thereafter. The
Company's adoption of SFAS No. 142 in fiscal 2002 did not have a material effect
on its financial position or results of operations. In connection with its
acquisition of FanBuzz in the first quarter of fiscal 2002, the Company recorded
goodwill of $7,442,000. In the fourth quarter of fiscal 2002, the Company
finalized the purchase accounting related to its acquisition of FanBuzz, which
resulted in a $2,000,000 increase in goodwill. The Company performed its annual
impairment test in the fourth quarter of fiscal 2003 and determined that an
impairment of goodwill had not occurred as the fair value of the FanBuzz
reporting unit exceeded its carrying value. The fair value of the reporting unit
was estimated using the present value of expected future cash flows.

Changes in the carrying amount of goodwill for the years ended January 31
are as follows:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Intangible assets have been recorded by the Company as a result of the
acquisition of FanBuzz in the first quarter of fiscal 2002 and television
station WWDP TV-46 in the first quarter of fiscal 2003. The components of
amortized and unamortized intangible assets in the accompanying consolidated
balance sheets consisted of the following:

Amortization expense for intangible assets for the years ended January 31,
2004 and 2003 was $581,000 and $758,000, respectively. Estimated amortization
expense for the succeeding five years is as follows: $436,000 in fiscal 2004,
$84,000 in fiscal 2005, $15,000 in fiscal 2006, $15,000 in fiscal 2007 and
$15,000 in fiscal 2008.

INVESTMENTS AND OTHER ASSETS

Investments and other assets consisted of the following at January 31:

As of January 31, 2004 and 2003, the Company had long-term equity
investments totaling approximately $-0- and $6,713,000, respectively. At January
31, 2003, investments in the accompanying consolidated balance sheets included
approximately $4,702,000 related to equity investments made in companies whose
shares are traded on a public exchange. As discussed above, investments in
common stock are classified as "available-for-sale" investments and are
accounted for under the provisions of SFAS No. 115. Investments held in the form
of stock purchase warrants are accounted for under the provisions of SFAS No.
133. In addition, investments at January 31, 2003 included certain other
nonmarketable equity investments in private and other enterprises totaling
approximately $2,011,000, which were carried at the lower of cost or net
realizable value and written off in fiscal 2003.

As further discussed in Note 14, in February 2000, the Company entered into
a strategic alliance with Polo Ralph Lauren, NBC, NBCi and CNBC.com and created
RLM, a joint venture formed for the purpose of bringing the Polo Ralph Lauren
American lifestyle experience to consumers via multiple platforms, including the
Internet, broadcast, cable and print. The Company owns a 12.5% interest in RLM.
In connection with forming this strategic alliance, the Company had committed to
provide an equity investment of $50 million of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

cash for purposes of financing RLM's operating activities of which the entire
commitment had been funded through January 31, 2003. The Company, through VVIFC
also entered into an agreement to provide certain fulfillment and customer care
services to RLM.

In the fourth quarter of fiscal 2002, VVIFC amended, effective February 1,
2003, its existing customer care and fulfillment services agreement with RLM in
exchange for an $11 million cash payment. The cash payment was made in
consideration for VVIFC's fixed asset impairment incurred by the overbuild of
the fulfillment center utilized by VVIFC to provide services to RLM and for
early termination of its original long-term services agreement. In accordance
with this amendment, RLM will be permitted to negotiate with other parties to
provide it with fulfillment services. The Company will continue to provide the
services it currently provides to RLM at a flat cost per order and will have the
right to match any bona fide third party offer received by RLM for fulfillment
services. Of the $11,000,000 cash received, $2,600,000 related to a prepayment
for a portion of the ongoing services the Company is obligated to provide
through December 31, 2003, and therefore was recorded as deferred revenue. The
Company also wrote off and received cash consideration of $5,900,000 for fixed
assets dedicated to the arrangement with RLM that were deemed to be impaired as
a result of the early termination of the original services agreement. The effect
of amending its RLM services agreement was to increase fourth quarter 2002
operating income and net income by $2,500,000, representing consideration
received for the early termination of the agreement.

The Company accounted for its ownership interest in RLM under the equity
method of accounting and adjusted its investment balance for its share of RLM
losses each reporting period. The Company's equity share of RLM losses was
$-0-in fiscal 2003, $5,669,000 in fiscal 2002 and $8,838,000 in fiscal 2001. In
the fourth quarter of fiscal 2002, the Company evaluated the carrying value of
its RLM investment by evaluating the current and forecasted financial condition
of the entity, its liquidity prospects, its cash flow forecasts and by comparing
its historical operational results to plan. The RLM joint venture to date had
incurred significant operating losses since it commenced operations in November
2000 and the Company's expectations regarding RLM's growth, earnings capability
and ability to generate future positive cash flows had severely diminished. In
addition, as discussed above, the Company substantially amended its existing
fulfillment and services agreement with RLM in the fourth quarter of fiscal
2002. The Company believed that based on RLM's historic performance, future
earnings and cash flow outlook, recent services agreement amendment and fourth
quarter valuation analysis, an impairment had occurred with respect to this
investment and the decline in value was determined to be other than temporary
whereby the Company would not be able to recover the carrying amount of its
investment. As a result, the Company recorded a $31,078,000 write down of its
remaining RLM investment in the fourth quarter of fiscal 2002.

The Company evaluates the carrying values of its other investments using
recent financing and securities transactions, present value and other pricing
models, as well as by evaluating available information on financial condition,
liquidity prospects, cash flow forecasts and comparing operating results to
plan. Impairment losses are recorded if events or circumstances indicate that
such investments may be impaired and the decline in value is other than
temporary. In the fourth quarter of fiscal 2003, the Company recorded a pre-tax
investment loss of $2,011,000 relating to a 1999 investment in an Internet
retailer whose decline in fair value was determined by the Company to be other
than temporary. The decline in fair value of the Internet retailer was driven by
their continued reported operating losses, large accumulated deficit and the
inability of the company to make its original target plan for revenue, gross
profit and earnings. During fiscal 2002, in addition to the RLM write off, the
Company recorded pre-tax investment losses totaling $1,070,000 relating
primarily to an investment made in 1997. During fiscal 2001, the Company
recorded pre-tax investment losses totaling $7,567,000 of which $6,006,000
related to the write off of the Company's investment in Internet company
Wine.com pursuant to its announced employee layoff, sale of assets to
eVineyard.com and subsequent dissolution. The declines in fair value were
determined by the Company to be other than temporary.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Prepaid launch fees represent prepaid satellite transponder launch fees and
amounts paid to cable operators upon entering into cable affiliation agreements.
These fees are capitalized and amortized over the lives of the related
affiliation contracts, which range from 4-8 years.

Other assets consist principally of deferred acquisition costs, long-term
deposits and Federal Communication Commission License fees, all of which are
carried at cost, net of accumulated amortization. Costs are amortized on a
straight-line basis over the estimated useful lives of the assets, ranging from
5 to 25 years.

ACCRUED LIABILITIES

Accrued liabilities consisted of the following:

INCOME TAXES

The Company accounts for income taxes under the liability method of
accounting in accordance with the provisions of Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS No. 109")
whereby deferred tax assets and liabilities are recognized for the expected
future tax consequences of temporary differences between financial statement and
tax basis of assets and liabilities. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of the
enactment of such laws. The Company assesses the recoverability of its deferred
tax assets in accordance with the provisions of SFAS No. 109. In accordance with
that standard, as of January 31, 2004 and 2003, the Company recorded a valuation
allowance of approximately $27,672,000 and $18,738,000, respectively, for its
net deferred tax assets including net operating and capital loss carryforwards.
Based on the Company's recent history of losses, a full valuation allowance was
recorded in fiscal 2003 and fiscal 2002 and was calculated in accordance with
the provisions of SFAS No. 109 which places primary importance on the Company's
most recent operating results when assessing the need for a valuation allowance.
Although management believes that the Company's recent operating losses were
heavily affected by the attendant fixed costs associated with a significant
expansion of cable homes, a challenging retail economic environment and a
slowdown in consumer spending experienced by the Company and other merchandise
retailers, the Company intends to maintain a full valuation allowance for its
net deferred tax assets and loss carryforwards until sufficient positive
evidence exists to support reversal of the reserve. See Note 7 for additional
information regarding income taxes.

NET LOSS PER COMMON SHARE

The Company calculates earnings per share ("EPS") in accordance with the
provisions of Statement of Financial Accounting Standards No. 128, "Earnings per
Share" ("SFAS No. 128"). Basic EPS is computed by dividing reported earnings by
the weighted average number of common shares outstanding for the reported
periods. Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock of the Company during reported periods.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

A reconciliation of EPS calculations under SFAS No. 128 is as follows:

For the years ended January 31, 2004, 2003 and 2002, approximately
6,979,000, 7,499,000 and 7,815,000, respectively, in-the-money dilutive common
shares have been excluded from the computation of diluted earnings per share, as
required under SFAS No. 128, as the effect of their inclusion would be
anti-dilutive.

COMPREHENSIVE LOSS

The Company reports comprehensive loss in accordance with Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS
No. 130"). SFAS No. 130 establishes standards for reporting in the financial
statements all changes in equity during a period, except those resulting from
investments by and distributions to owners. For the Company, comprehensive loss
includes net loss and other comprehensive loss, which consists of unrealized
holding gains and losses on securities classified as "available-for-sale." Total
comprehensive loss was $(8,875,000), $(40,582,000) and $(9,721,000) for the
years ended January 31, 2004, 2003 and 2002, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

STOCK-BASED COMPENSATION

At January 31, 2004, the Company has stock-based compensation plans, which
are described more fully in Note 6. The Company accounts for these plans under
the recognition and measurement principles of APB Opinion No. 25, "Accounting
for Stock Issued to Employees," and related Interpretations. No stock-based
employee compensation cost is reflected in net loss, as all options granted
under those plans had an exercise price equal to the market value of the
underlying common stock on the date of grant. The following table illustrates
the effect on net loss and loss per share if the Company had applied the fair
value recognition provisions of Statement of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation" ("SFAS No. 123"), to stock-based
employee compensation:

The weighted average fair values of options granted were as follows:

The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option pricing model with the following weighted-average
assumptions used for grants in fiscal 2003, 2002 and 2001, respectively:
risk-free interest rates of 3.5, 3.3 and 4.5 percent; expected volatility of 36,
45 and 51 percent; and expected lives of 6 to 7.5 years. Dividend yields were
not used in the fair value computations as the Company has never declared or
paid dividends on its Common Stock and currently intends to retain earnings for
use in operations.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No. 107, "Disclosures about
Fair Value of Financial Instruments" ("SFAS No. 107"), requires disclosures of
fair value information about financial instruments for which it is practicable
to estimate that value. In cases where quoted market prices are not available,
fair values are based on estimates using present value or other valuation
techniques. Those techniques are

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

significantly affected by the assumptions used, including discount rate and
estimates of future cash flows. In that regard, the derived fair value estimates
cannot be substantiated by comparison to independent markets and, in many cases,
could not be realized in immediate settlement of the instrument. SFAS No. 107
excludes certain financial instruments and all non-financial instruments from
its disclosure requirements. Accordingly, the aggregate fair value amounts
presented do not represent the underlying value of the Company.

The Company in estimating its fair values for financial instruments used
the following methods and assumptions:

The carrying amounts reported in the accompanying consolidated balance
sheets approximate the fair value for cash and cash equivalents, short-term
investments, accounts receivable, accounts payable and accrued liabilities, due
to the short maturities of those instruments.

Fair values for long-term investments are based on quoted market prices,
where available. For equity securities not actively traded, fair values are
estimated by using quoted market prices of comparable instruments or, if there
are no relevant comparables, on pricing models, formulas or cash flow
forecasting models using current assumptions.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities as
of the date of the financial statements and the reported amounts of revenues and
expenses during reporting periods. These estimates relate primarily to the
carrying amounts of accounts receivable and inventories, the realizability of
certain long-term assets and the recorded balances of certain accrued
liabilities and reserves. Ultimate results could differ from these estimates.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 2002, the FASB issued Statement of Financial Accounting Standards
No. 146, "Accounting for Costs Associated with Exit or Disposal Activities"
("SFAS No. 146"). SFAS No. 146 addresses financial accounting and reporting for
costs associated with exit or disposal activities and nullifies EITF Issue No.
94-3. The Company is required to adopt SFAS No. 146 effective for any exit or
disposal activities that are initiated after December 31, 2002. The adoption of
SFAS No. 146 did not have a material impact on the Company's consolidated
balance sheet or results of operations.

In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 clarifies the
requirements for a guarantor's accounting for and disclosure of certain issued
and outstanding guarantees. The initial recognition and initial measurement
provisions of FIN 45 are applicable to guarantees issued or modified after
December 31, 2002. The disclosure requirements of FIN 45 were effective for
financial statements of interim or annual periods ending after December 15,
2002. The adoption of FIN 45 did not have a material impact on the Company's
consolidated balance sheet or results of operations.

In December 2002, the FASB issued Statement of Financial Accounting
Standards No. 148. "Accounting for Stock-Based Compensation -- Transition and
Disclosure" ("SFAS No. 148"), which amends Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123").
SFAS No. 148 provides alternative methods of transition for a voluntary change
to the fair value based method of accounting for stock-based employee
compensation. In addition, SFAS No. 148 amends the disclosure requirements of
SFAS No. 123 to require more prominent and more frequent disclosures in
financial statements of the effects of stock-based compensation. The transition
guidance and

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

annual disclosure provisions of SFAS No. 148 are effective for fiscal years
ending after December 15, 2002. The interim disclosure provisions are effective
for financial reports containing condensed financial statements for interim
periods beginning after December 15, 2002. The adoption of SFAS No. 148 did not
have a material impact on the Company's consolidated balance sheet or results of
operations.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity (SFAS No. 150).
SFAS No. 150 establishes standards for issuer classification and measurement of
certain financial instruments with characteristics of both liabilities and
equity. Instruments that fall within the scope of SFAS No. 150 must be
classified as a liability. SFAS No. 150 became effective for financial
instruments entered into or modified after May 31, 2003. For financial
instruments issued prior to June 1, 2003, SFAS No. 150 became effective for the
Company in the third quarter of fiscal year 2003. The Company adopted SFAS No.
150 which did not have an impact on the Company's consolidated balance sheet or
results of operations.

In December 2003, the FASB issued FASB Interpretation No. 46R ,
"Consolidation of Variable Interest Entities" ("FIN 46R"), which served to
clarify guidance in Financial Interpretation No. 46 ("FIN 46"), and provided
additional guidance surrounding the application of FIN 46. The Company will
adopt the provisions of FIN 46R related to non-special purpose entities in the
fiscal 2004, in accordance with the provisions of FIN 46R. Management is
currently assessing the impact that FIN 46R may have on the Company's financial
statements.

3. CEO TRANSITION COSTS:

On May 20, 2003, the Company announced that its Chairman and Chief
Executive Officer (CEO), Gene McCaffery, would be part of a transition process
to determine a successor as CEO of the Company. On December 1, 2003 the Company
announced that its Board of Directors had named William J. Lansing as President
and Chief Executive Officer of the Company, effective December 16, 2003. Mr.
Lansing joins the Company with more than 15 years of senior management
experience, including positions as President and CEO at public companies in the
consumer direct marketing and Internet commerce arenas. He also has been
appointed to the Company's Board of Directors. In addition, the Board has
appointed Marshall S. Geller to serve as the non-executive Chairman of the
Board, following Mr. McCaffery's resignation from the Board.

In conjunction with Mr. McCaffery's resignation and the hiring of Mr.
Lansing, the Company recorded a charge to income of $4,625,000 in the fourth
quarter of fiscal 2003 related to the transition. CEO transition costs consisted
primarily of contract severance and hiring costs totaling $4,317,000, legal and
other professional fees totaling $247,000 and other direct transition costs
totaling $61,000. Documents relating to Mr. Lansing's employment with the
Company and Mr. McCaffery's separation from the Company were included in a
Report on Form 8-K filed on December 3, 2003.

4. ACQUISITIONS AND DISPOSITIONS:

On January 15, 2003, the Company announced that it entered into an
agreement with Norwell Television LLC to acquire full power television station
WWDP TV-46 in Boston, which reached approximately 1.8 million cable households.
The deal closed in the first quarter of fiscal 2003 on April 1, following FCC
approval. The Company made the investment in television station WWDP TV-46 in
order to build a long-term and cost effective distribution strategy in the
Boston, Massachusetts area. The purchase price of the acquisition was
$33,617,000, including professional fees, and has been accounted for using the
purchase method of accounting as stipulated by Statement of Financial Accounting
Standards No. 141, "Business Combinations" ("SFAS No. 141"). The results of
operations of the acquired television station have been included in the
accompanying condensed consolidated financial statements from April 1, 2003, the
date of acquisition. Pro-forma results of the Company, assuming the acquisition
had been made at the beginning of each period presented, would not be materially
different from the results reported.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following table summarizes the estimated fair values of the assets
acquired and liabilities assumed from television station WWDP TV-46 on the date
of acquisition:

Current assets.............................................. $ 176,000
Property and equipment...................................... 1,598,000
Other assets................................................ 5,000
FCC broadcasting license.................................... 31,943,000
-----------
Total assets acquired..................................... 33,722,000
Current liabilities......................................... 105,000
-----------
Net assets acquired....................................... $33,617,000
===========

The Company assigned $31,943,000 of the total acquisition price to
television station WWDP TV-46's Federal Communication Commission ("FCC")
broadcasting license, which is not subject to amortization as a result of its
indefinite useful life. The Company will test the FCC license asset for
impairment annually, or more frequently if events or changes in circumstances
indicate that the asset might be impaired.

In February 2003, the Company entered into an agreement to purchase
property and two commercial buildings occupying approximately 209,000 square
feet in Eden Prairie, Minnesota for approximately $11,300,000. One building
purchased is where the Company currently maintains its corporate administrative,
television production and jewelry distribution operations. Included, as part of
the acquisition, was a second building of approximately 70,000 square feet of
commercial space, which the Company utilizes for additional office space. As a
result of this acquisition, the Company's long-term property lease had been
terminated.

In February 2003, the Company completed the sale of ten of its eleven LPTV
stations for a total of $5,000,000. The Company recorded a pre-tax operating
gain on the sale of these LPTV stations of $4,417,000 in the first quarter of
fiscal 2003. Management believes that the sale of these stations will not have a
significant impact on the ongoing operations of the Company.

On February 25, 2002, the Company announced it had signed a definitive
agreement to acquire 100% of the outstanding shares of the parent of
Minneapolis-based FanBuzz. FanBuzz is an e-commerce and fulfillment solutions
provider of affinity based merchandise to some of the most recognized sports,
media and other well known entertainment brands in the world and many other
professional sports teams, leagues and colleges. The purchase price of the
acquisition, which closed on March 8, 2002, was $14,100,000 and was accounted
for using the purchase method of accounting as stipulated by SFAS No. 141. The
results of operations of FanBuzz have been included in the accompanying
consolidated financial statements as of March 8, 2002, the date of acquisition.
Pro-forma results of the Company, assuming the acquisition had been made at the
beginning of each period presented, would not be materially different from the
results reported.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following table summarizes the estimated fair values of the assets
acquired and liabilities assumed from FanBuzz on the date of acquisition:

Current assets.............................................. $ 3,965,000
Property and equipment...................................... 3,305,000
Other assets................................................ 78,000
Intangible assets........................................... 2,000,000
Goodwill.................................................... 9,442,000
-----------
Total assets acquired..................................... 18,790,000
-----------
Current liabilities......................................... 3,265,000
Capital lease obligations................................... 1,425,000
-----------
Total liabilities assumed................................. 4,690,000
-----------
Net assets acquired....................................... $14,100,000
===========

Total amortizable intangible assets acquired were $2,000,000 (4-year
weighted average useful life) and were assigned as follows: registered website
and URL address of $1,000,000 (3-year weighted average useful life), partnership
contracts of $280,000 (2-year weighted average useful life), non-compete
agreements of $230,000 (3-year weighted average useful life), favorable lease
contracts of $200,000 (13-year weighted average useful life) and other assets of
$290,000 (2-year weighted average useful life). Total goodwill recorded as a
result of the acquisition was $9,442,000, none of which is expected to be
deductible for tax purposes. The Company does not expect there to be any
significant residual value with respect to these acquired intangible assets.

5. LOW POWER TELEVISION STATIONS:

The FCC through the Communications Act of 1934 regulates the licensing of
LPTV stations' transmission authority. LPTV construction permits and the
licensing rights that result upon definitive FCC operating approval are awarded
solely at the discretion of the FCC and are subject to periodic renewal
requirements. As of January 31, 2004, the Company held licenses for one LPTV
station. See Note 4 regarding the Company's sale of LPTV television stations
during fiscal 2003. The Company is currently in negotiations to sell its
remaining LPTV station in Atlanta, Georgia.

6. SHAREHOLDERS' EQUITY AND REDEEMABLE PREFERRED STOCK:

COMMON STOCK

The Company currently has authorized 100,000,000 shares of undesignated
capital stock, of which approximately 36,488,000 shares were issued and
outstanding as Common Stock as of January 31, 2004. The Board of Directors can
establish new classes and series of capital stock by resolution without
shareholder approval.

REDEEMABLE PREFERRED STOCK

As discussed further in Note 13, in fiscal 1999, pursuant to an Investment
Agreement between the Company and GE Equity, the Company sold to GE Equity
5,339,500 shares of its Series A Redeemable Convertible Preferred Stock, $0.01
par value for aggregate proceeds of $44,265,000 less issuance costs of
$2,850,000. The Preferred Stock is convertible into an equal number of shares of
the Company's Common Stock and has a mandatory redemption after ten years from
date of issuance at $8.29 per share, its stated

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

value. The excess of the redemption value over the carrying value is being
accreted by periodic charges to equity over the ten-year redemption period.

WARRANTS

As discussed further in Notes 2 and 15, in November 2000, the Company
issued to NBC warrants to purchase 6,000,000 shares of the Company's Common
Stock at an exercise price of $17.375 per share. The warrants were issued in
connection with the Company's execution of a Trademark License Agreement
pursuant to which NBC granted the Company an exclusive, worldwide license to use
certain NBC trademarks, service marks and domain names to rebrand the Company's
business and corporate name for a term of ten years.

As discussed further in Note 13, in fiscal 1999, the Company issued to NBC
warrants to purchase 1,450,000 shares of the Company's Common Stock at an
exercise price of $8.29 per share. The warrants were issued in connection with
the Company's execution of a Distribution and Marketing Agreement with NBC. In
conjunction with the Company's November 2000 execution of the Trademark License
Agreement with NBC, the Company agreed to accelerate the vesting of these
warrants. In fiscal 2001, the Company issued to NBC warrants to purchase 343,725
shares of the Company's Common Stock at an exercise price of $23.07 per share.
The warrants are immediately exercisable, and have a term of 5 years. In fiscal
2002, the Company issued to NBC warrants to purchase 36,858 shares of the
Company's Common Stock at an exercise price of $15.74 per share. The warrants
vest over 5 years, and have a term of 5 years from the date of vesting. The
additional warrants were issued in connection with the Company's Distribution
and Marketing Agreement with NBC which provides that warrants will be granted at
current market prices upon the achievement of specific goals in connection with
distribution of the Company's television programming with respect to FTE
subscriber homes.

In fiscal 1999, and in conjunction with a previous electronic commerce
alliance, the Company issued to Xoom.com, Inc. ("Xoom") a warrant (the
"ValueVision Warrant") to acquire 404,760 shares of the Company's Common Stock
at an exercise price of $24.706 per share. In consideration, Xoom issued a
warrant (the "Xoom Warrant," and collectively with the ValueVision Warrant, the
"Warrants") to the Company to acquire 244,004 shares of Xoom's common stock,
$.0001 par value, at an exercise price of $40.983 per share. Both Warrants are
subject to customary anti-dilution features and have a five-year term. The
exchange of warrants was made pursuant to the Company's original rebranding and
strategic electronic commerce alliance with NBCi. In fiscal 1999, Xoom.com, Inc.
and Snap! LLC, along with several Internet assets of NBC, were merged into NBCi
and in fiscal 2001, NBCi was repurchased by NBC. As a result of the NBC
acquisition, the Company had the opportunity to exercise its Xoom.com warrant to
receive the merger consideration; the Company chose not to exercise its rights
due to the uneconomic terms and subsequently the warrant lapsed. In connection
with the issuance of the ValueVision Warrant to Xoom, the Company agreed to
provide Xoom certain customary piggyback registration rights with no demand
registration rights.

STOCK OPTIONS

In June 2001, the shareholders of the Company voted to approve the 2001
Omnibus Stock Plan (the "2001 Plan"), which provides for the issuance of up to
3,000,000 shares of the Company's Common Stock. The 2001 Plan is administered by
the Company's Compensation Committee (the "Committee") and has two basic
components, discretionary options for employees and consultants and options for
outside directors. All employees of the Company or its affiliates are eligible
to receive awards under the 2001 Plan. The Committee may also award nonstatutory
stock options under the 2001 Plan to individuals or entities who are not
employees but who provide services to the Company in capacities such as
advisors, directors and consultants. The types of awards that may be granted
under the 2001 Plan include restricted and unrestricted stock, incentive and
nonstatutory stock options, stock appreciation rights, performance units and
other stock-based

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awards. Incentive stock options may be granted to participants at such exercise
prices as the Committee may determine but not less than 100% of the fair market
value of the underlying stock as of the date of grant. With respect to incentive
stock options, no stock option may be granted more than ten years after the
effective date of the 2001 Plan or be exercisable more than ten years after the
date of grant. The 2001 Plan also provides for additional restrictions on
incentive stock options granted to an individual who beneficially owns 10% or
more of the outstanding shares of the Company. The 2001 Plan also provides for
option grants on an annual basis to each outside director of the Company. All
options granted to outside directors pursuant to the 2001 Plan are nonstatutory
stock options with an exercise price equal to 100% of the fair market value of
the underlying stock as of the date of grant. All options granted under the 2001
Plan are exercisable in whole or in installments, as determined by the
Committee, and are generally exercisable in annual installments of 33% to 50%.

Previous to the adoption of the 2001 Plan, the Company had in place an
incentive stock option plan (as amended, the "1990 Plan"), which provided for
the grant of options to employees to purchase up to 4,250,000 shares of the
Company's Common Stock. In addition to options granted under the 1990 Plan, the
Company has also granted non-qualified stock options to purchase shares of the
Company's Common Stock to current and former directors, and certain employees.
The Company also adopted an executive incentive stock option plan (the "1994
Executive Plan"), which provided for the grant of options to certain executives
to purchase up to 2,400,000 shares of the Company's Common Stock. Incentive
stock options granted to participants under these Plans were granted at such
exercise prices as the Committee determined but were not less than 100% of the
fair market value of the underlying stock as of the date of grant. The maximum
term for any options issued under either plan does not exceed 10 years from the
date of grant. All options granted are exercisable in whole or in installments,
as determined by the Committee, and are generally exercisable in annual
installments of 20% to 50%. The exercise price of the non-qualified stock
options equaled the market value of the Company's Common Stock at the date of
grant and the maximum term of such options does not exceed 10 years from the
date of grant.

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A summary of the status of the Company's stock option plans as of January
31, 2004, 2003 and 2002 and changes during the years then ended are presented
below:

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The following table summarizes information regarding stock options
outstanding at January 31, 2004:

STOCK OPTION TAX BENEFIT

The exercise of certain stock options granted under the Company's stock
option plans gives rise to compensation, which is includible in the taxable
income of the applicable employees and deductible by the Company for federal and
state income tax purposes. Such compensation results from increases in the fair
market value of the Company's Common Stock subsequent to the date of grant of
the applicable exercised stock options and is not recognized as an expense for
financial accounting purposes, as the options were originally granted at the
fair market value of the Company's Common Stock on the date of grant. The
related tax benefits are recorded as additional paid-in capital when realized,
and totaled $2,149,000, $851,000 and $2,778,000 in fiscal 2003, 2002 and 2001,
respectively. The Company has not recorded the tax benefit through paid in
capital in these fiscal years, as the related tax deductions were not taken due
to the losses incurred. These benefits will be recorded in the applicable future
periods.

RESTRICTED STOCK

On February 1, 2003, the Company awarded 114,170 shares of restricted stock
from the Company's 2001 Omnibus Stock Plan (as amended) to certain executive
officers. The stock vests one third on each of the next three anniversary dates
of the grant provided that the recipient is still employed with the Company. The
aggregate market value of the restricted stock at the date of award was
$1,491,000 and has been recorded as deferred compensation, a separate component
of shareholders' equity, and is being amortized as compensation expense over the
three-year vesting period.

COMMON STOCK REPURCHASE PROGRAM

In the second quarter of fiscal 2001, the Company's Board of Directors
authorized a $25 million Common Stock repurchase program whereby the Company may
repurchase shares of its Common Stock in the open market and through negotiated
transactions, at prices and times deemed to be beneficial to the long-term
interests of shareholders and the Company. In the second quarter of fiscal 2002,
the Company's Board of Directors authorized the repurchase of an additional $25
million of the Company's Common Stock. In November 2002, the Company's Board of
Directors authorized an additional $25 million for repurchases of

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the Company's Common Stock pursuant to its Common Stock repurchase program. As
of January 31, 2004, approximately $21 million remained under these stock
repurchase authorizations. The repurchase program is subject to applicable
securities laws and may be discontinued at any time without any obligation or
commitment by the Company to repurchase all or any portion of the shares covered
by the authorization. As of January 31, 2004, the Company had repurchased a
total of 3,820,000 shares of its Common Stock for a total net cost of
$54,322,000 at an average price of $14.22 per share. During the year ended
January 31, 2004, the Company had repurchased 586,000 shares of its Common Stock
at an average price of $10.97 per share. During the year ended January 31, 2003,
the Company had repurchased 2,257,000 shares of its Common Stock at an average
price of $14.93 per share. During the year ended January 31, 2002, the Company
had repurchased 977,000 shares of its Common Stock at an average price of $14.60
per share.

The Company had previously established a stock repurchase program whereby
the Company was able to repurchase shares of its Common Stock in the open market
up to a total of $26 million through negotiated transactions, at prices and
times deemed to be beneficial to the long-term interests of shareholders and the
Company. As of January 31, 2002, the Company had repurchased under the program
an aggregate of $26 million of its Common Stock. During fiscal 2001, the Company
repurchased 115,000 common shares under the program for a total net cost of
$1,443,000.

7. INCOME TAXES:

The Company records deferred taxes for differences between the financial
reporting and income tax bases of assets and liabilities, computed in accordance
with tax laws in effect at that time. The deferred taxes related to such
differences as of January 31, 2004 and 2003 were as follows:

The provision (benefit) from income taxes consisted of the following:

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A reconciliation of the statutory tax rates to the Company's effective tax
rate is as follows:

Based on the Company's recent history of losses and as discussed further in
Note 2, the Company has recorded a full valuation allowance for its net deferred
tax assets and loss carryforwards as of January 31, 2004 and 2003 in accordance
with the provisions of SFAS No. 109. The Company recorded a partial valuation
allowance at January 31, 2002 based on its assessment of the realizability of
specific deferred tax assets at that date. The ultimate realization of these
deferred tax assets depends on the ability of the Company to generate sufficient
taxable income and capital gains in the future. As of January 31, 2004, the
Company has net operating loss carryforwards of approximately $68.1 million and
capital loss carryforwards of approximately $700,000 that will begin to expire
in January 2022 and January 2007, respectively.

8. COMMITMENTS AND CONTINGENCIES:

CABLE AND SATELLITE AFFILIATION AGREEMENTS

As of January 31, 2004, the Company had entered into 3 to 12 year
affiliation agreements with approximately 70 cable system operators along with
the satellite companies DIRECTV and EchoStar (DISH Network) which require each
to offer the Company's television home shopping programming on a full-time basis
over their systems. Under certain circumstances, these television operators may
cancel their agreements prior to expiration. The affiliation agreements provide
that the Company will pay each operator a monthly access fee and marketing
support payment based upon the number of homes carrying the Company's television
home shopping programming. For the years ended January 31, 2004, 2003 and 2002,
the Company paid approximately $85,359,000, $79,542,000 and $65,710,000 under
these long-term affiliation agreements.

The Company has entered into, and will continue to enter into, affiliation
agreements with other television operators providing for full or part-time
carriage of the Company's television home shopping programming. Under certain
circumstances the Company may be required to pay the operator a one-time initial
launch fee, which is capitalized and amortized on a straight-line basis over the
term of the agreement.

EMPLOYMENT AGREEMENTS

On December 1, 2003, the Company entered into a three-year employment
agreement with its new Chief Executive Officer. The employment agreement
specifies, among other things, the term and duties of employment, compensation
and benefits, termination of employment, severance and non-compete restrictions.

On November 25, 2003, the Company entered into a Separation Agreement with
the then-serving chief executive officer whereby the executive resigned as
President, Chief Executive Officer and Chairman of the Board. In addition, the
agreement stipulated, among other things, the terms of separation including
severance payments, non-compete restrictions, and transition and continuing
employment. As a direct result of entering into this Separation Agreement, the
Company recorded a $3,530,000 charge to earnings in the fourth quarter of fiscal
2003, which has been included as part of CEO transition costs.

In addition, the Company has entered into employment and salary
continuation agreements with a number of officers and on-air hosts of the
Company and its subsidiaries for original terms ranging from 12 to

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36 months. These agreements specify, among other things, the term and duties of
employment, compensation and benefits, termination of employment (including for
cause, which would reduce the Company's total obligation under these
agreements), severance payments and non-disclosing and non-compete restrictions.
The aggregate commitment for future base compensation at January 31, 2004 was
approximately $13,013,000.

OPERATING LEASE COMMITMENTS

The Company leases certain property and equipment under non-cancelable
operating lease agreements. Property and equipment covered by such operating
lease agreements include offices and warehousing facilities at subsidiary
locations, satellite transponder, office equipment and certain tower site
locations.

Future minimum lease payments at January 31, 2004 were as follows:

Total rent expense under such agreements was approximately $3,953,000 in
fiscal 2003, $4,817,000 in fiscal 2002 and $4,465,000 in fiscal 2001.

CAPITAL LEASE COMMITMENTS

The Company leases certain computer equipment and warehouse space under
noncancelable capital leases and includes these assets in property and equipment
in the accompanying consolidated balance sheets. At January 31, 2004 and 2003,
the capitalized cost of leased assets was approximately $4,572,000 and
$2,518,000, respectively.

Future minimum lease payments for assets under capital leases at January
31, 2004 are as follows:

RETIREMENT AND SAVINGS PLAN

The Company maintains a qualified 401(k) retirement savings plan covering
substantially all employees. The plan allows the Company's employees to make
voluntary contributions to the plan. The Company's contribution, if any, is
determined annually at the discretion of the Board of Directors. Starting in
January 1999, the Company elected to make matching contributions to the plan.
The Company matches $.25 for every

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$1.00 contributed by eligible participants up to a maximum of 6% of eligible
compensation. The Company made plan contributions totaling approximately
$263,000, $226,000 and $140,000 during fiscal 2003, 2002 and 2001, respectively.

9. LITIGATION:

The Company is involved from time to time in various claims and lawsuits in
the ordinary course of business. In the opinion of management, the claims and
suits individually and in the aggregate will not have a material adverse effect
on the Company's operations or consolidated financial statements.

In August 2001, the Company entered into a Consent Agreement and Order with
the Federal Trade Commission ("FTC") regarding the substantiation of certain
claims for health and beauty products made on-air during the Company's TV
programming and on the Company's Internet web site. To ensure that it remains in
compliance with the Consent Agreement and Order and with generally applicable
FTC advertising standards, the Company has implemented a Compliance Program
applicable to health and beauty products offered through ShopNBC. Under the
terms of the Consent Order, the Company must ensure that it has scientific
evidence to back up any claims it might make regarding the health benefits of
any food, drug, dietary supplement, cellulite-treatment product or weight-loss
program in connection with the advertisement or sale of such products. In the
event of noncompliance with the Consent Order, the Company could be subject to
civil penalties. The Company's execution of the Consent Agreement and Order with
the FTC did not have a material impact on the Company's operations or
consolidated financial statements. During fiscal year 2002, the FTC made
inquiries of the Company regarding certain statements made while a guest on-air
spokesperson was appearing for a multi-vitamin product called Physicians RX. The
FTC alleged that claims did not meet the applicable requirements set forth in
the Consent Agreement and Order, which was disputed by the Company. The Company,
without any admission of wrongdoing, entered into a Consent Decree on April 17,
2003 and agreed to pay a penalty of $215,000. The Company has the right to
indemnification from the vendor who provided the product and the on-air
spokesman. The Consent Decree and penalty did not have a material effect on the
Company's operations or consolidated financial statements.

In July 2001, a customer, Vincent Bounomo, a Florida resident, commenced a
purported class action against the Company in Hennepin County District Court,
Minneapolis, Minnesota, alleging that he had purchased a computer system from
the Company following a broadcast that had promised him free lifetime access to
the internet as part of the computer system. The customer alleged that the
Company had breached its alleged promise to provide him free lifetime access to
the Internet, breached certain warranties, and violated state consumer
protection statutes. The Company denied all liability. Following discovery, the
amendment of pleadings, and certain motion practice, the Company agreed to
settle this action on a classwide basis. Under the terms of the settlement, the
Company will: (i) provide 15 months of free dial-up access to the internet to
customers who purchased the computer systems at issue and who file timely and
complete claim forms; (ii) pay plaintiffs' attorneys' fees, class
representatives fees, costs, expenses, and disbursements as awarded by the
court, up to a maximum total amount of $950,000; and (iii) pay the costs of
notifying class members and administering the settlement. The court granted
final approval to the proposed settlement following a fairness hearing on March
30, 2004, and ordered that the action, and all claims that were or could have
been asserted therein, be dismissed with prejudice. The Company's insurer and
the vendor of the computer systems have agreed to both pay a portion of the
remaining cost of the settlement, after application of insurance proceeds. The
Company's portion of the settlement cost is estimated to be approximately
$470,000.

10. RELATED PARTY TRANSACTIONS:

At January 31, 2004 the Company held a note receivable totaling $4,158,000,
including accrued interest (the "Note"), from a former executive officer of the
Company for a loan made in 2000 in connection with

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loan provisions as stipulated in the officer's employment agreement. The Note is
reflected as a reduction of shareholders' equity in the accompanying
consolidated balance sheet as the Note is collateralized by a security interest
in vested stock options and in shares of the Company's Common Stock to be
acquired by the officer upon the exercise of such vested stock options.

11. SUPPLEMENTAL CASH FLOW INFORMATION:

Supplemental cash flow information and noncash investing and financing
activities were as follows:

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12. SEGMENT DISCLOSURES AND RELATED INFORMATION:

Statement of Financial Accounting Standards No. 131, "Disclosures about
Segments of an Enterprise and Related Information" ("SFAS No. 131"), requires
the disclosure of certain information about operating segments in financial
statements. The Company's reportable segments are based on the Company's method
of internal reporting. The Company's primary business segment is its electronic
media segment, which consists primarily of the Company's television home
shopping business and Internet shopping website business. Management has
reviewed the provisions of SFAS No. 131 and has determined that the Company's
television and internet home shopping businesses meet the aggregation criteria
as outlined in the Statement since these two business units have similar
customers, products, economic characteristics and sales processes. Products sold
through the Company's electronic media segment primarily include jewelry,
computers and other electronics, housewares, apparel, health and beauty aids,
seasonal items and other merchandise. The Company's segments primarily operate
in the United States and no one customer represents more than 5% of the
Company's overall revenue. The accounting policies of the Company's segments are
the same as those described in the summary of significant accounting policies in
Note 2. There are no material intersegment product sales. Segment information
included in the accompanying consolidated balance sheets as of January 31 and
included in the consolidated statements of operations for the years then ended
is as follows:

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- ---------------

(a) Revenue from segments below quantitative thresholds are attributable to
FanBuzz, Inc. in fiscal 2003 and 2002, which provides e-commerce and
fulfillment solutions to sports, media and entertainment companies and
VVIFC in fiscal 2003, 2002 and 2001, which provides fulfillment,
warehousing and telemarketing services primarily to RLM, the Company and
the NBC Experience Store.

(b) Corporate assets consist of long-term investments not directly assignable
to a business segment.

13. NBC AND GE EQUITY STRATEGIC ALLIANCE:

In March 1999, the Company entered into a strategic alliance with NBC and
GE Capital Equity Investments, Inc. ("GE Equity"). Pursuant to the terms of the
transaction, NBC and GE Equity acquired 5,339,500 shares of the Company's Series
A Redeemable Convertible Preferred Stock (the "Preferred Stock"), and NBC was
issued a warrant to acquire 1,450,000 shares of the Company's Common Stock (the
"Distribution Warrants") under a Distribution and Marketing Agreement discussed
below. The Preferred Stock was sold for aggregate consideration of $44,265,000
(or approximately $8.29 per share) and the Company may receive an additional
payment of approximately $12.0 million upon exercise of the Distribution
Warrants. In addition, the Company agreed to issue to GE Equity a warrant (the
"Investment Warrant") to increase its potential aggregate equity stake (together
with its affiliates, including NBC) at the time of exercise to 39.9%. NBC also
has the exclusive right to negotiate on behalf of the Company for the
distribution of its television home shopping service. The sale of 3,739,500
shares of the Preferred Stock was completed on April 15, 1999. Final
consummation of the transaction regarding the sale of the remaining 1,600,000
Preferred Stock shares was completed on June 2, 1999. The Preferred Stock was
recorded at fair value on the date of issuance less issuance costs of
$2,850,000. The Preferred Stock is convertible into an equal number of shares of
the Company's Common Stock, subject to customary anti-dilution adjustments, has
a mandatory redemption on the 10th anniversary of its issuance or upon a "change
of control" at its stated value ($8.29 per share), participates in dividends on
the same basis as the Common Stock and has a liquidation preference over the
Common Stock and any other junior securities. The excess of the redemption value
over the carrying value is being accreted by periodic charges to equity over the
ten-year redemption period. On July 6, 1999, GE Equity exercised the Investment
Warrant and acquired an additional 10,674,000 shares of the Company's Common
Stock for an aggregate of $178,370,000, or $16.71 per share, representing the
45-day average closing price of the underlying Common Stock ending on the
trading day prior to exercise. Following the exercise of the Investment Warrant,
the combined ownership of the Company by GE Equity and NBC on a fully diluted
basis was and is currently approximately 40%.

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SHAREHOLDER AGREEMENT

Pursuant to the Investment Agreement, the Company and GE Equity entered
into a Shareholder Agreement (the "Shareholder Agreement"), which provides for
certain corporate governance and standstill matters. The Shareholder Agreement
(together with the Certificate of Designation of the Preferred Stock) initially
provided that GE Equity and NBC would be entitled to designate nominees for an
aggregate of 2 out of 7 board seats so long as their aggregate beneficial
ownership is at least equal to 50% of their initial beneficial ownership, and 1
out of 7 board seats so long as their aggregate beneficial ownership is at least
10% of the "adjusted outstanding shares of Common Stock." GE Equity and NBC have
also agreed to vote their shares of Common Stock in favor of the Company's
nominees to the Board in certain circumstances. Subject to certain exceptions,
all committees of the Board were to include a proportional number of directors
nominated by GE Equity and NBC. The Shareholder Agreement also requires the
consent of GE Equity prior to the Company entering into any substantial
agreements with certain restricted parties (broadcast networks and internet
portals in certain limited circumstances, as defined), as well as taking any
actions over certain thresholds, as detailed in the agreement, regarding the
issuance of voting shares over a 12-month period, the payment of quarterly
dividends, the repurchase of Common Stock, acquisitions (including investments
and joint ventures) or dispositions, and the incurrence of debt greater than
$40.0 million or 30% of the Company's total capitalization. The Company is also
prohibited from taking any action that would cause any ownership interest of
certain FCC regulated entities from being attributable to GE Equity, NBC or
their affiliates.

The Shareholder Agreement provides that during the Standstill Period (as
defined in the Shareholder Agreement), and subject to certain limited
exceptions, GE Equity and NBC are prohibited from: (i) any asset/business
purchases from the Company in excess of 10% of the total fair market value of
the Company's assets, (ii) increasing their beneficial ownership above 39.9% of
the Company's shares, (iii) making or in any way participating in any
solicitation of proxies, (iv) depositing any securities of the Company in a
voting trust, (v) forming, joining, or in any way becoming a member of a "13D
Group" with respect to any voting securities of the Company, (vi) arranging any
financing for, or providing any financing commitment specifically for, the
purchase of any voting securities of the Company, (vii) otherwise acting,
whether alone or in concert with others, to seek to propose to the Company any
tender or exchange offer, merger, business combination, restructuring,
liquidation, recapitalization or similar transaction involving the Company, or
nominating any person as a director of the Company who is not nominated by the
then incumbent directors, or proposing any matter to be voted upon by the
shareholders of the Company. If during the Standstill Period any inquiry has
been made regarding a "takeover transaction" or "change in control" which has
not been rejected by the Board, or the Board pursues such a transaction, or
engages in negotiations or provides information to a third party and the Board
has not resolved to terminate such discussions, then GE Equity or NBC may
propose to the Company a tender offer or business combination proposal.

In addition, unless GE Equity and NBC beneficially own less than 5% or more
than 90% of the adjusted outstanding shares of Common Stock, GE Equity and NBC
shall not sell, transfer or otherwise dispose of any securities of the Company
except for transfers: (i) to certain affiliates who agree to be bound by the
provisions of the Shareholder Agreement, (ii) which have been consented to by
the Company, (iii) pursuant to a third party tender offer, (iv) pursuant to a
merger, consolidation or reorganization to which the Company is a party, (v) in
a bona fide public distribution or bona fide underwritten public offering, (vi)
pursuant to Rule 144 of the Securities Act of 1933, as amended (the "Securities
Act"), or (vii) in a private sale or pursuant to Rule 144A of the Securities
Act; provided that, in the case of any transfer pursuant to clause (v) or (vii),
such transfer does not result in, to the knowledge of the transferor after
reasonable inquiry, any other person acquiring, after giving effect to such
transfer, beneficial ownership, individually or in the aggregate with such
person's affiliates, of more than 10% of the adjusted outstanding shares of the
Common Stock.

The Standstill Period will terminate on the earliest to occur of (i) the 10
year anniversary of the Shareholder Agreement, (ii) the entering into by the
Company of an agreement that would result in a

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"change in control" (subject to reinstatement), (iii) an actual "change in
control," (iv) a third party tender offer (subject to reinstatement), or (v) six
months after GE Equity and NBC can no longer designate any nominees to the
Board. Following the expiration of the Standstill Period pursuant to clause (i)
or (v) above (indefinitely in the case of clause (i) and two years in the case
of clause (v)), GE Equity and NBC's beneficial ownership position may not exceed
39.9% of the Company's fully-diluted outstanding stock, except pursuant to
issuance or exercise of any warrants or pursuant to a 100% tender offer for the
Company.

On March 19, 2004 the Company, NBC and GE Equity agreed to amend the
Shareholder Agreement as follows: (i) to increase the authorized size of the
Company's board of directors to 9 from 7, (ii) to permit NBC and GE Equity to
appoint an aggregate of 3 directors instead of 2 to the Company's board of
directors, and (iii) to reflect that NBC and GE Equity would no longer have the
right to have its director-nominees on the Audit, Compensation or
Nominating/Governance Committees, in the event the committees must be comprised
solely of "independent" directors under applicable laws or Nasdaq regulations.
Instead, NBC and GE Equity would have the right to have an observer attend all
of these committee meetings, to the extent permitted by applicable law.

REGISTRATION RIGHTS AGREEMENT

Pursuant to the Investment Agreement, ValueVision and GE Equity entered
into a Registration Rights Agreement providing GE Equity, NBC and their
affiliates and any transferees and assigns, an aggregate of four demand
registrations and unlimited piggy-back registration rights.

DISTRIBUTION AND MARKETING AGREEMENT

NBC and the Company entered into the Distribution and Marketing Agreement
dated March 8, 1999 (the "Distribution Agreement") which provides that NBC shall
have the exclusive right to negotiate on behalf of the Company for the
distribution of its home shopping television programming service. The agreement
has a 10-year term and NBC committed to delivering an additional 10 million FTE
subscribers over the first 42 months of the term. As compensation for such
services, the Company currently pays NBC an annual fee of approximately $1.6
million (increasing no more than 5% annually) and issued NBC the Distribution
Warrants. The exercise price of the Distribution Warrants is $8.29 per share. Of
the aggregate 1,450,000 shares subject to the Distribution Warrants, 200,000
shares vested immediately, with the remainder vesting 125,000 shares annually
over the 10-year term of the Distribution Agreement. In conjunction with the
Company's November 2000 execution of the Trademark License Agreement with NBC,
the Company agreed to accelerate the vesting of the remaining unvested
Distribution Warrants. The Distribution Warrants are exercisable for five years
after vesting. Because NBC successfully delivered to the Company 10 million FTE
homes pursuant to the Distribution Agreement, in fiscal 2001, the Company issued
to NBC additional warrants to purchase 343,725 shares of the Company's Common
Stock at an exercise price of $23.07 and in fiscal 2002, the Company issued to
NBC additional warrants to purchase 36,858 shares of the Company's Common Stock
at an exercise price of $15.74. On April 7, 2004, NBC exercised a portion of the
Distribution Warrants in a cashless exercise acquiring 101,509 shares of the
Company's Common Stock. The Company had a right to terminate the Distribution
Agreement after the twenty-fourth, thirty-sixth and forty-second month
anniversary if NBC was unable to meet the performance targets. In addition, the
Company would have been entitled to a $2.5 million payment from NBC if the
Company terminated the Distribution Agreement as a result of NBC's failure to
meet the 24-month performance target. NBC may terminate the Distribution
Agreement if the Company enters into certain "significant affiliation"
agreements or a transaction resulting in a "change of control."

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14. RALPH LAUREN MEDIA, LLC ELECTRONIC COMMERCE ALLIANCE:

In February 2000, the Company entered into an electronic commerce strategic
alliance with Polo Ralph Lauren Corporation ("Polo Ralph Lauren"), NBC, NBCi and
CNBC.com LLC ("CNBC") whereby the parties created Ralph Lauren Media, LLC
("RLM"), a joint venture formed for the purpose of bringing the Polo Ralph
Lauren American lifestyle experience to consumers via multiple media platforms,
including the Internet, broadcast, cable and print. RLM is currently owned 50%
by Polo Ralph Lauren, 37.5% by NBC and its affiliates and 12.5% by the Company.
In exchange for their ownership interest in RLM, NBC agreed to contribute $110
million of television and online advertising on NBC and CNBC properties, which
has subsequently been amended, NBCi agreed to contribute $40 million in online
distribution and promotion and the Company has contributed a cash funding
commitment of up to $50 million, of which all of the Company's commitment has
been funded through January 31, 2003. RLM's premier initiative is Polo.com, an
Internet website dedicated to the American lifestyle that includes original
content, commerce and a strong community component. Polo.com officially launched
in November 2000 and includes an assortment of men's, women's and children's
products across the Ralph Lauren family of brands as well as unique gift items.
As discussed in Note 2, the Company recorded a $31,078,000 write down of its
remaining RLM investment in the fourth quarter of fiscal 2002. In connection
with the formation of RLM, the Company entered into various agreements setting
forth the manner in which certain aspects of the business of RLM are to be
managed and certain of the members' rights, duties and obligations with respect
to RLM, including the Amended and Restated Limited Liability Company Agreement
(the "LLC Agreement"), pursuant to which certain terms and conditions regarding
operations of RLM and certain rights and obligations of its members are set
forth.

AGREEMENT FOR SERVICES

RLM and VVIFC entered into an Agreement for Services under which VVIFC
agreed to provide to RLM, on a cost plus basis, certain telemarketing services,
order and record services, and fulfillment and warehouse services. The
telemarketing services to be provided by VVIFC consist of receiving and
processing telephone orders and telephone inquiries regarding merchandise, and
developing and maintaining a related telemarketing system. The order and record
services to be provided by VVIFC consist of receiving and processing orders for
merchandise by telephone, mail, facsimile and electronic mail, providing records
of such orders and related customer-service functions, and developing and
maintaining a records system for such purposes. The merchandise and warehouse
services consist of receiving and shipping merchandise, providing warehousing
functions and fulfillment functions and developing a system for such purposes.
The original term of this agreement continued until June 30, 2010, subject to
one-year renewal periods, under certain conditions. In the fourth quarter of
fiscal 2002, VVIFC agreed to amend its existing customer care and fulfillment
services agreement with RLM in exchange for an $11 million cash payment. The
cash payment was made in consideration for VVIFC's fixed asset impairment
incurred by the overbuild of the fulfillment center utilized by VVIFC to provide
services to RLM, for early termination of its original long term services
agreement and for the change in terms of the agreement through the end of the
period in which services are to be provided. In accordance with this amendment,
RLM is permitted to negotiate with other parties to provide it with customer
care and fulfillment services. The Company continues to provide the services it
to RLM at a flat cost per order and will have the right to match any bona fide
third party offer received by RLM for customer care and fulfillment services
thereafter. This agreement may be terminated by either party upon 90 days
notice.

15. NBC TRADEMARK LICENSE AGREEMENT:

On November 16, 2000, the Company entered into a Trademark License
Agreement (the "License Agreement") with NBC pursuant to which NBC granted the
Company an exclusive, worldwide license (the "License") for a term of 10 years
to use certain NBC trademarks, service marks and domain names to rebrand the
Company's business and corporate name and companion Internet website on the
terms and conditions set forth in the License Agreement. The Company
subsequently selected the names "ShopNBC" and

80

VALUEVISION MEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

"ShopNBC.com," with the concurrence of NBC. The new names were promoted as part
of a marketing campaign that the Company launched in the second half of 2001. In
connection with the License Agreement, the Company issued to NBC warrants (the
"License Warrants") to purchase 6,000,000 shares of the Company's Common Stock,
par value $.01 per share, with an exercise price of $17.375 per share, the
closing price of a share of Common Stock on the Nasdaq National Market on
November 16, 2000. The agreement also includes a provision for a potential
cashless exercise of the License Warrants under certain circumstances. The
License Warrants have a five year term from the date of vesting and vest in
one-third increments, with one-third exercisable commencing November 16, 2000,
and the remaining License Warrants vesting in equal amounts on each of the first
two anniversaries of the License Agreement. As of January 31, 2003, all of the
License Warrants have vested. Additionally, the Company agreed to accelerate the
vesting of warrants to purchase 1,450,000 shares of Common Stock granted to NBC
in connection with the Distribution and Marketing Agreement dated March 1999
between NBC and the Company.

The Company has also agreed under the License Agreement to (i) restrictions
on using (including sublicensing) any trademarks, service marks, domain names,
logos or other source indicators owned or controlled by NBC or its affiliates in
connection with certain permitted businesses (the "Permitted Businesses"), as
defined in the License Agreement, before the agreement of NBC to such use, (ii)
the loss of its rights under the grant of the License with respect to specific
territories outside of the United States in the event the Company fails to
achieve and maintain certain performance targets, (iii) amend and restate the
current Registration Rights Agreement dated as of April 15, 1999 among the
Company, NBC and GE Equity so as to increase the demand rights held by NBC and
GE Equity from four to five, among other things, (iv) not, either directly or
indirectly, own, operate, acquire or expand its business to include any
businesses other than the Permitted Businesses without NBC's prior consent for
so long as the Company's corporate name includes the trademarks or service marks
owned or controlled by NBC, (v) strictly comply with NBC's privacy policies and
standards and practices, and (vi) until the earlier of the termination of the
License Agreement or the lapse of certain contractual restrictions on NBC,
either directly or indirectly, not own, operate, acquire or expand the Company's
business such that one third or more of the Company's revenues or its aggregate
value is attributable to certain services provided over the Internet. The
License Agreement also grants to NBC the right to terminate the License
Agreement at any time upon certain changes of control of the Company, the
failure by NBC to own a certain minimum percentage of the outstanding capital
stock of the Company on a fully-diluted basis, the failure of NBC and the
Company to agree on new trademarks, service marks or related intellectual
property rights, and certain other related matters. In certain events, the
termination by NBC of the License Agreement may result in the acceleration of
vesting of the License Warrants.

81

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

On April 24, 2002, the Board of Directors of the Company adopted
resolutions that formally dismissed Arthur Andersen LLP as its independent
auditor and formally engaged Deloitte & Touche LLP as its new independent
auditors. The Company filed a Current Report on Form 8-K with the Securities and
Exchange Commission on May 16, 2002 disclosing the information required by this
Item 9.

ITEM 9A. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, the Company conducted
an evaluation, under the supervision and with the participation of the Company's
Chief Executive Officer, William J. Lansing, and Chief Financial Officer,
Richard D. Barnes, of the Company's disclosure controls and procedures (as
defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the
"Exchange Act")). Based on this evaluation, the officers concluded that the
Company's disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in reports that it files or
furnishes under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms. There was no change in the Company's internal control over financial
reporting during the Company's most recently completed fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information in response to this Item with respect to certain information
relating to the Company's executive officers is contained in paragraph J of Item
I and with respect to other information relating to the Company's executive
officers and its directors is incorporated herein by reference to the Company's
definitive proxy statement to be filed pursuant to Regulation 14A within 120
days after the end of the fiscal year covered by this Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

Information in response to this Item is incorporated herein by reference to
the Company's definitive proxy statement to be filed pursuant to Regulation 14A
within 120 days after the end of the fiscal year covered by this Form 10-K.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED SHAREHOLDER MATTERS

Information in response to this Item is incorporated herein by reference to
the Company's definitive proxy statement to be filed pursuant to Regulation 14A
within 120 days after the end of the fiscal year covered by this Form 10-K.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information in response to this Item is incorporated herein by reference to
the Company's definitive proxy statement to be filed pursuant to Regulation 14A
within 120 days after the end of the fiscal year covered by this Form 10-K.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information in response to this Item is incorporated herein by reference to
the Company's definitive proxy statement to be filed pursuant to Regulation 14A
within 120 days after the end of the fiscal year covered by this Form 10-K.

82

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) Exhibits

EXHIBIT INDEX

- ---------------

(A) Incorporated herein by reference to Quantum Direct Corporation's
Registration Statement on Form S-4, filed on March 13, 1998, File No.
333-47979.

(B) Incorporated herein by reference to the Registrant's Quarterly Report on
Form 10-QSB for the quarter ended August 31, 1994, filed on September 13,
1994, File No. 0-20243.

(C) Incorporated herein by reference to the Registrant's Registration Statement
on Form S-3 filed on October 13, 1993, as amended, File No. 33-70256.

(D) Incorporated herein by reference to the Registrant's Proxy Statement in
connection with its annual meeting of shareholders held on August 17, 1994,
filed on July 19, 1994, File No. 0-20243.

(E) Incorporated herein by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended January 31, 1998, filed on April 30, 1998,
File No. 0-20243.

(F) Incorporated herein by reference to the Registrant's Current Report on Form
8-K dated March 8, 1999, filed on March 18, 1999, File No. 0-20243.

(G) Incorporated herein by reference to the Registrant's Current Report on Form
8-K dated April 15, 1999, filed on April 29, 1999, File No. 0-20243.

(H) Incorporated herein by reference to the Registrant's Registration Statement
on Form S-8, filed on September 25, 2000, File No. 333-46572.

(I) Incorporated herein by reference to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended July 31, 1999, filed on September 14, 1999,
File No. 0-20243.

(J) Incorporated herein by reference to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended October 31, 1999, filed on December 15,
1999, File No. 0-20243.

85

(K) Incorporated herein by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended January 31, 2000, File No. 0-20243.

(L) Incorporated herein by reference to the Registrant's Registration Statement
on Form S-8, filed on September 25, 2000, File No. 333-46576.

(M) Incorporated herein by reference to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended October 31, 2000, filed on December 14,
2000, File No. 0-20243.

(N) Incorporated herein by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended January 31, 2001, File No. 0-20243.

(O) Incorporated herein by reference to the Registrant's Registration Statement
on Form S-8 filed on January 25, 2002, File No. 333-81438.

(P) Incorporated herein by reference to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended April 30, 2001, filed on June 14, 2001,
File No. 0-20243.

(Q) Incorporated herein by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended January 31, 2002, File No. 0-20243.

(R) Incorporated herein by reference to the Registrant's Proxy Statement in
connection with its annual meeting of shareholders held on June 20, 2002,
filed on May 23, 2002, File No. 0-20243.

(S) Incorporated herein by reference to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended April 30, 2002, filed on June 14, 2002,
File No. 0-20243.

(T) Incorporated herein by reference to the Registrant's Current Report on Form
8-K Dated May 16, 2002, filed on May 17, 2002, File No. 0-20243.

(U) Incorporated herein by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended January 31, 2003, File No. 0-20243.

(V) Incorporated herein by reference to the Registrant's Current Report on Form
8-K dated December 1, 2003, filed on December 3, 2003, File No. 0-20243.

(W) Incorporated herein by reference to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended October 31, 2003, filed on December 15,
2003, File No. 0-20243.

(X) Incorporated herein by reference to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2003, filed on August 15, 2003,
File No. 0-20243.

(Y) Incorporated herein by reference to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended April 30, 2003, filed on June 16, 2003,
File No. 0-20243.

(Z) Incorporated herein by reference to the Registrant's Registration Statement
on Form S-8 filed on March 19, 2004, File No. 333-113736.

(AA) Filed herewith.

+ Management compensatory plan/arrangement

86

(b) Financial statement schedules

VALUEVISION MEDIA, INC. AND SUBSIDIARIES

SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS

- ---------------

(1) Write off of uncollectible receivables, net of recoveries.

(2) Refunds or credits on products returned.

(3) Increased through acquisitions.

(c) Reports on Form 8-K

(i) The Registrant filed a Current Report on Form 8-K on December 3,
2003 reporting under Item 5, the election of William Lansing to the
Registrant's Board of Directors and his appointment, effective December 16,
2003, as President and Chief Executive Officer of the Registrant, in
connection with the resignation of Gene McCaffery from the Registrant's
Board of Directors and as President and Chief Executive Officer of the
Registrant.

(ii) The Registrant filed a Current Report on Form 8-K on December 23,
2003 reporting under Item 5, the resignation of Mr. John Flannery from the
Registrant's Board of Directors and the election of Mr. Jay Ireland as a
new Director to fill the position formerly held by Mr. Flannery.

(iii) The Registrant filed a Current Report on Form 8-K on February 4,
2004 reporting under Item 5, its February 3, 2004 press release announcing
the hiring of two new Corporate Executive Vice Presidents.

(iii) The Registrant furnished a Current Report on Form 8-K on March
24, 2004 reporting under Item 12, that the Registrant issued a press
release dated March 22, 2004 disclosing its fourth quarter and annual
fiscal 2003 earnings and issued a press release dated March 23, 2004
announcing the appointment of three new board members.

87

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on April 15, 2004.

VALUEVISION MEDIA, INC.
(Registrant)

By: /s/ WILLIAM J. LANSING
------------------------------------
William J. Lansing
Chief Executive Officer and
President

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on April 15, 2004.