UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
 (Amendment No. 8)

ValueVision Media, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of class of securities)

92047K-10-7

(CUSIP Number)

John W. Campo, Jr., Managing Director and General Counsel
GE Capital Equity Investments, Inc.
120 Long Ridge Road
Stamford, Connecticut 06927
(203) 357-4011

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 8, 2005

(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_].

-------------------------------------------------------              -------------------------------------------------------------
CUSIP NO. 92047K-10-7                                      13D                                                          Page 2
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-------------- ---------------------------------------- --------------------------------------------------------------------------
      1        NAME OF REPORTING PERSONS                         GE Capital Equity Investments, Inc.

               I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):     06-1468495
-------------- ----------------------------------------------------------------------------------------------------- -------------
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:                                                          (a) [_]
                                                                                                                          (b) [x]
-------------- -------------------------------------------------------------------------------------------------------------------
      3        SEC USE ONLY

-------------- ----------------------- -------------------------------------------------------------------------------------------
      4        SOURCE OF FUNDS:        Not applicable

-------------- ----------------------------------------------------------------------------------------------------- -------------
      5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):                        [_]
-------------- ----------------------------------------------------- -------------------------------------------------------------
      6        CITIZENSHIP OR PLACE OF ORGANIZATION:                 Delaware

----------------------- ----- -------------------------------------- -------------------------------------------------------------
      NUMBER OF          7    SOLE VOTING POWER:                     0
        SHARES
                        ----- -------------------------------------- -------------------------------------------------------------
     BENEFICIALLY        8    SHARED VOTING POWER:                   14,013,918
       OWNED BY
                        ----- -------------------------------------- -------------------------------------------------------------
         EACH            9    SOLE DISPOSITIVE POWER:                0
      REPORTING
                        ----- -------------------------------------- -------------------------------------------------------------
     PERSON WITH         10   SHARED DISPOSITIVE POWER:              14,013,918

-------------- -------------------------------------------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:  14,013,918

-------------- ----------------------------------------------------------------------------------------------------- -------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:                                         [_]

-------------- -------------------------------------------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 33.1%

-------------- ---------------------------------------- --------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON:                CO

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

         SEE INSTRUCTIONS BEFORE FILLING OUT!

                                       2	

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CUSIP NO. 92047K-10-7                                      13D                                                          Page 3
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-------------- ---------------------------------------- --------------------------------------------------------------------------
      1        NAME OF REPORTING PERSON:                         NBC Universal, Inc.

               I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):     14-1682529
-------------- ----------------------------------------------------------------------------------------------------- -------------
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:                                                          (a) [_]
                                                                                                                          (b) [x]
-------------- -------------------------------------------------------------------------------------------------------------------
      3        SEC USE ONLY

-------------- ----------------------- -------------------------------------------------------------------------------------------
      4        SOURCE OF FUNDS:        Not applicable

-------------- ----------------------------------------------------------------------------------------------------- -------------
      5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):                        [_]
-------------- ----------------------------------------------------- -------------------------------------------------------------
      6        CITIZENSHIP OR PLACE OF ORGANIZATION:                 Delaware

----------------------- ----- -------------------------------------- -------------------------------------------------------------
      NUMBER OF          7    SOLE VOTING POWER:                     7,584,977
        SHARES
                        ----- -------------------------------------- -------------------------------------------------------------
     BENEFICIALLY        8    SHARED VOTING POWER:                   14,013,918
       OWNED BY
                        ----- -------------------------------------- -------------------------------------------------------------
         EACH            9    SOLE DISPOSITIVE POWER:                7,584,977
      REPORTING
                        ----- -------------------------------------- -------------------------------------------------------------
     PERSON WITH         10   SHARED DISPOSITIVE POWER:              14,013,918

-------------- -------------------------------------------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:  21,598,895

-------------- ----------------------------------------------------------------------------------------------------- -------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:                                         [_]

-------------- -------------------------------------------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 43.4%

-------------- ---------------------------------------- --------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON:                CO

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

         SEE INSTRUCTIONS BEFORE FILLING OUT!

                                       3	

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CUSIP NO. 92047K-10-7                                      13D                                                          Page 4
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-------------- ---------------------------------------- --------------------------------------------------------------------------
      1        NAME OF REPORTING PERSON:                         General Electric Capital Corporation

               I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):     13-1500700
-------------- ----------------------------------------------------------------------------------------------------- -------------
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:                                                          (a) [_]
                                                                                                                          (b) [x]
-------------- -------------------------------------------------------------------------------------------------------------------
      3        SEC USE ONLY

-------------- ----------------------- -------------------------------------------------------------------------------------------
      4        SOURCE OF FUNDS:        Not applicable

-------------- ----------------------------------------------------------------------------------------------------- -------------
      5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):                        [_]
-------------- ----------------------------------------------------- -------------------------------------------------------------
      6        CITIZENSHIP OR PLACE OF ORGANIZATION:                 Delaware

----------------------- ----- -------------------------------------- -------------------------------------------------------------
      NUMBER OF          7    SOLE VOTING POWER:                     0
        SHARES
                        ----- -------------------------------------- -------------------------------------------------------------
     BENEFICIALLY        8    SHARED VOTING POWER:                   14,013,918
       OWNED BY
                        ----- -------------------------------------- -------------------------------------------------------------
         EACH            9    SOLE DISPOSITIVE POWER:                0
      REPORTING
                        ----- -------------------------------------- -------------------------------------------------------------
     PERSON WITH         10   SHARED DISPOSITIVE POWER:              14,013,918

-------------- -------------------------------------------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:  14,013,918

-------------- ----------------------------------------------------------------------------------------------------- -------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:                                         [_]

-------------- -------------------------------------------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 33.1%

-------------- ---------------------------------------- --------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON:                CO

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

         SEE INSTRUCTIONS BEFORE FILLING OUT!

                                       4	

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CUSIP NO. 92047K-10-7                                      13D                                                          Page 5
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-------------- ---------------------------------------- --------------------------------------------------------------------------
      1        NAME OF REPORTING PERSON:                         General Electric Capital Services, Inc.

               I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):     06-1109503
-------------- ----------------------------------------------------------------------------------------------------- -------------
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:                                                          (a) [_]
                                                                                                                          (b) [x]
-------------- -------------------------------------------------------------------------------------------------------------------
      3        SEC USE ONLY

-------------- ----------------------- -------------------------------------------------------------------------------------------
      4        SOURCE OF FUNDS:        Not applicable

-------------- ----------------------------------------------------------------------------------------------------- -------------
      5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):                        [ ]
-------------- ----------------------------------------------------- -------------------------------------------------------------
      6        CITIZENSHIP OR PLACE OF ORGANIZATION:                 Delaware

----------------------- ----- -------------------------------------- -------------------------------------------------------------
      NUMBER OF          7    SOLE VOTING POWER:                     Disclaimed (see 11 below)
        SHARES
                        ----- -------------------------------------- -------------------------------------------------------------
     BENEFICIALLY        8    SHARED VOTING POWER:                   0
       OWNED BY
                        ----- -------------------------------------- -------------------------------------------------------------
         EACH            9    SOLE DISPOSITIVE POWER:                Disclaimed (see 11 below)
      REPORTING
                        ----- -------------------------------------- -------------------------------------------------------------
     PERSON WITH         10   SHARED DISPOSITIVE POWER:              0

-------------- -------------------------------------------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:  Beneficial ownership of all shares disclaimed by
               General Electric Capital Services, Inc.

-------------- ----------------------------------------------------------------------------------------------------- -------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:                                         [_]

-------------- -------------------------------------------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): Not applicable (see 11 above)

-------------- ---------------------------------------- --------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON:                CO

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

         SEE INSTRUCTIONS BEFORE FILLING OUT!

                                       5	

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CUSIP NO. 92047K-10-7                                      13D                                                          Page 6
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-------------- ---------------------------------------- --------------------------------------------------------------------------
      1        NAME OF REPORTING PERSON:                         General Electric Company

               I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):     14-0689340
-------------- ----------------------------------------------------------------------------------------------------- -------------
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:                                                          (a) [_]
                                                                                                                          (b) [x]
-------------- -------------------------------------------------------------------------------------------------------------------
      3        SEC USE ONLY

-------------- ----------------------- -------------------------------------------------------------------------------------------
      4        SOURCE OF FUNDS:        Not applicable

-------------- ----------------------------------------------------------------------------------------------------- -------------
      5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):                        [x]
-------------- ----------------------------------------------------- -------------------------------------------------------------
      6        CITIZENSHIP OR PLACE OF ORGANIZATION:                 Delaware

----------------------- ----- -------------------------------------- -------------------------------------------------------------
      NUMBER OF          7    SOLE VOTING POWER:                     Disclaimed (see 11 below)
        SHARES
                        ----- -------------------------------------- -------------------------------------------------------------
     BENEFICIALLY        8    SHARED VOTING POWER:                   0
       OWNED BY
                        ----- -------------------------------------- -------------------------------------------------------------
         EACH            9    SOLE DISPOSITIVE POWER:                Disclaimed (see 11 below)
      REPORTING
                        ----- -------------------------------------- -------------------------------------------------------------
     PERSON WITH         10   SHARED DISPOSITIVE POWER:              0

-------------- -------------------------------------------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:  Beneficial ownership of all shares disclaimed by
               General Electric Company

-------------- ----------------------------------------------------------------------------------------------------- -------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:                                         [_]

-------------- -------------------------------------------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): Not applicable (see 11 above)

-------------- ---------------------------------------- --------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON:                CO

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

         SEE INSTRUCTIONS BEFORE FILLING OUT!

                                       6	

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CUSIP NO. 92047K-10-7                                      13D                                                          Page 7
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-------------- ---------------------------------------- --------------------------------------------------------------------------
      1        NAME OF REPORTING PERSON:                National Broadcasting Company Holdings, Inc.

               I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):  13-3448662
-------------- ----------------------------------------------------------------------------------------------------- -------------
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:                                                          (a) [_]
                                                                                                                          (b) [x]
-------------- -------------------------------------------------------------------------------------------------------------------
      3        SEC USE ONLY

-------------- ----------------------- -------------------------------------------------------------------------------------------
      4        SOURCE OF FUNDS:        Not applicable

-------------- ----------------------------------------------------------------------------------------------------- -------------
      5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                                                       [_]
               PURSUANT TO ITEM 2(d) OR 2(e):
-------------- ----------------------------------------------------- -------------------------------------------------------------
      6        CITIZENSHIP OR PLACE OF ORGANIZATION:                 Delaware

-------------------------- ------ ---------------------------------- -------------------------------------------------------------
        NUMBER OF            7    SOLE VOTING POWER:                 Disclaimed (see 11 below)
         SHARES
                           ------ ---------------------------------- -------------------------------------------------------------
      BENEFICIALLY           8    SHARED VOTING POWER:               0
        OWNED BY
                           ------ ---------------------------------- -------------------------------------------------------------
          EACH               9    SOLE DISPOSITIVE POWER:            Disclaimed (see 11 below)
        REPORTING
                           ------ ---------------------------------- -------------------------------------------------------------
       PERSON WITH          10    SHARED DISPOSITIVE POWER:          0

-------------- -------------------------------------------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:  Beneficial ownership of all shares disclaimed by
               National Broadcasting Company Holdings, Inc.

-------------- ----------------------------------------------------------------------------------------------------- -------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:                                         [_]

-------------- -------------------------------------------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):  Not applicable (see 11 above)

-------------- ---------------------------------------- --------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON:                CO
-------------- ---------------------------------------- --------------------------------------------------------------------------
         SEE INSTRUCTIONS BEFORE FILLING OUT!	

7
This Amendment No. 8 amends the Schedule 13D filed April 26, 1999, as amended (the "Schedule 13D"), and is filed by GE Capital Equity Investments, Inc. ("GECEI"), NBC Universal, Inc. (formerly known as National Broadcasting Company, Inc.) ("NBC"), General Electric Capital Corporation ("GE Capital"), General Electric Capital Services, Inc. ("GECS"), General Electric Company ("GE"), and National Broadcasting Company Holding, Inc. ("NBC Holding") (each a "Reporting Person" and collectively the "Reporting Persons"), with respect to the common stock, $0.01 par value per share (the "Common Stock"), of ValueVision Media, Inc. (the "Company"). Capitalized terms used herein but not defined shall have the meaning attributed to them in the Schedule 13D.
Item 2. Identity and Background.
Item 2 is supplemented as follows:
As of July 11, 2005, the name, business address, present principal occupation or employment, and citizenship of each director and executive officer of GECEI, NBC, GE Capital, GECS, GE and NBC Holding, are set forth on Schedules A, B, C, D, E and F respectively, attached hereto.
During the last five years, other than the SEC's Order Instituting Cease-and-Desist Proceedings, Making Findings, and Imposing a Cease-and-Desist Order Pursuant to Section 21C of the Securities Exchange Act of 1934, SEC Release No. 34-50426 (September 23, 2004) applicable to GE, none of the Reporting Persons, nor, to the best of their knowledge, any of their directors or executive officers, has been (i) convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.
This Amendment No. 8 is being filed while the Reporting Persons are in the process of verifying information required herein from their respective directors and executive officers. If the Reporting Persons obtain information concerning such individuals which would cause a material change in the disclosure contained herein, an amendment to this statement will be filed that will disclose such change.
Item 4. Purpose of Transaction.
Item 4 is supplemented as follows:
As stated in Item 6 of this Amendment No. 8, GECEI entered into agreements on July 8, 2005, to sell an aggregate of 2,604,932 shares of Common Stock in private negotiated transactions. The responses of the Reporting Persons to Item 6 of this Amendment No. 8 are incorporated herein by reference.
8
Item 5. Interest in Securities of the Issuer.
Because the pending sale of an aggregate of 2,604,932 shares of Common Stock by GECEI described in Items 4 and 6 of this Amendment No. 8 has not yet been consummated, the following statements in this Item 5 of Amendment No. 8 do not reflect any such reduction in beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934):
(a) The responses of the Reporting Persons to Rows (11) through (13) of the cover pages of this Amendment No. 8 are incorporated herein by reference. As of July 11, 2005, GECEI, GE Capital (by virtue of its ownership of all of the common stock of GECEI) and NBC may be deemed to share beneficial ownership of an aggregate of 14,013,918 shares of Common Stock composed of (i) 8,674,418 shares of outstanding Common Stock and (ii) 5,339,500 shares of Common Stock issuable upon the conversion of 5,339,500 shares of outstanding Preferred Stock. In addition, as of July 11, 2005, NBC had sole beneficial ownership of an aggregate of 7,584,977 shares of Common Stock composed of: (i) 101,509 shares of outstanding Common Stock; (ii) 1,125,000 shares of Common Stock issuable upon exercise of Distributor Warrants; (iii) 6,000,000 shares of Common Stock issuable upon exercise of Branding Warrants; (iv) 343,725 shares of Common Stock issuable upon exercise of First Performance Distributor Warrants; and (v) 14,743 shares of Common Stock issuable upon exercise of the New Performance Warrant (which excludes 22,115 shares subject to the New Performance Warrant that are not exercisable within 60 days).
Accordingly, as of July 11, 2005, GECEI and GE Capital (by virtue of its ownership of all of the common stock of GECEI) beneficially owned in the aggregate 14,013,918 shares of Common Stock, and NBC beneficially owned in the aggregate 21,598,895 shares of Common Stock, representing approximately 33.1% and 43.4%, respectively, of the shares of Common stock outstanding determined in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act (based on the number of shares outstanding as of June 7, 2005, as reported in the Company's Form 10-Q for the quarterly period ended April 30, 2005 (36,992,572 shares), plus the shares issuable to the relevant Reporting Person upon conversion and/or exercise of the preferred stock and/or warrants described above).
Except as disclosed in this Item 5(a), none of the Reporting Persons, nor, to the best of their knowledge, any of their directors or executive officers, beneficially owns any shares of Common Stock.
(b) The responses of the Reporting Persons to (i) Rows (7) through
(10) of the cover pages of this Amendment No. 8 and (ii) Item 5(a) hereof are incorporated herein by reference. GECEI and NBC have an arrangement with respect to the voting and disposition of the 5,339,500 shares of Preferred Stock issued to GECEI (and the Common Stock issuable upon the conversion thereof) and the shares of Common Stock that were issued to GECEI upon exercise of the Investment Warrant (currently representing a balance of 8,674,418 shares). Pursuant to the arrangement, GECEI and NBC have agreed to exercise jointly the power to vote and dispose of such securities and, accordingly may be deemed to share voting and dispositive power over such securities.
Except as disclosed in this Item 5(b), none of the Reporting Persons, nor to the best of their knowledge, any of their directors or executive officers, presently has the power to vote or direct the vote or to dispose or direct the disposition of any of the shares of Common Stock which they may be deemed to beneficially own.
9
(c) None of the Reporting Persons, nor, to the best of their knowledge, any of their directors or executive officers, has effected any transaction in the Common Stock during the past 60 days except as described in Item 6 to this Amendment No. 8.
(d) Not applicable, except see Item 6 of this Amendment No. 8.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect

to Securities of the Issuer.
On July 8, 2005, GECEI entered into four stock purchase and registration agreements, each dated as of July 8, 2005, pursuant to which GECEI agreed to sell an aggregate of 2,604,932 shares of Common Stock at $11 per share in private negotiated transactions to several purchasers. Pursuant to the agreements, the Company also agreed to file a registration statement with the Securities and Exchange Commission ("SEC") for the resales of such shares by the purchasers (and in so doing, the agreements incorporate certain terms of the Registration Rights Agreement, dated April 15, 1999, among GECEI, NBC and the Company). The agreements provide for the closings of GECEI's sales to occur on the earlier of (i) the second business day following the day on which such registration statement is declared effective by the SEC and (ii) September 15, 2005.
The number of shares of Common Stock sold to, and the identity of, each purchaser party to its respective agreement is set forth below:

Shares Sold                     Purchaser
-----------                     ---------

1,704,932         Janus Investment Fund on behalf of its series
                  Janus Venture Fund

  350,000         Caxton International Limited

  200,000         Magnetar Investment Management, LLC on behalf of a
                  managed account for which it acts as investment
                  manager

  159,600         RCG Ambrose Master Fund, Ltd.

   58,800         Starboard Value and Opportunity Fund, LLC

   47,600         Ramius Securities, LLC

   36,400         RCG Halifax Fund, Ltd.

   36,400         Ramius Master Fund, Ltd.

   11,200         Parche, LLC	

10
Copies of the stock purchase and registration agreements, dated as of July 8, 2005, are attached as Exhibits 21, 22, 23 and 24 hereto and hereby incorporated herein by reference.
Item 7. Materials to be filed as Exhibits.

Exhibit 21          Stock Purchase and Registration Agreement, dated as of July
                    8, 2005, between GE Capital Equity Investments, Inc. and
                    Janus Investment Fund on behalf of its series Janus Venture
                    Fund.

Exhibit 22          Stock Purchase and Registration Agreement, dated as of July
                    8, 2005, between GE Capital Equity Investments, Inc. and
                    Caxton International Limited.

Exhibit 23          Stock Purchase and Registration Agreement, dated as of July
                    8, 2005, between GE Capital Equity Investments, Inc. and
                    Magnetar Investment Management, LLC on behalf of a managed
                    account for which it acts as investment manager.

Exhibit 24          Stock Purchase and Registration Agreement, dated as of July
                    8, 2005, between GE Capital Equity Investments, Inc. and RCG
                    Ambrose Master Fund, Ltd., Starboard Value and Opportunity
                    Fund, LLC, Ramius Securities, LLC, RCG Halifax Fund, Ltd.,
                    Ramius Master Fund, Ltd., and Parche, LLC.

Exhibit 25          Power of Attorney (General Electric Capital Services, Inc.).

Exhibit 26          Power of Attorney (General Electric Company).	

11
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: July 12, 2005
GE CAPITAL EQUITY INVESTMENTS, INC.

By: /s/ Ronald J. Herman, Jr.
    ---------------------------------------
    Name:   Ronald J. Herman, Jr.
    Title:  President	

NBC UNIVERSAL, INC.

By: /s/ Elizabeth A. Newell
    ---------------------------------------
    Name:  Elizabeth A. Newell
    Title: Assistant Secretary	

GENERAL ELECTRIC CAPITAL CORPORATION

By:  /s/ Ronald J. Herman, Jr.
    ---------------------------------------
    Name:  Ronald J. Herman, Jr.
    Title: Vice President	

GENERAL ELECTRIC CAPITAL SERVICES, INC.

By:  /s/ Ronald J. Herman, Jr.
    ---------------------------------------
    Name:  Ronald J. Herman, Jr.
    Title: Attorney-in-fact	

GENERAL ELECTRIC COMPANY

By: /s/ Ronald J. Herman, Jr.
    ---------------------------------------
    Name:  Ronald J. Herman, Jr.
    Title: Attorney-in-fact	

NATIONAL BROADCASTING COMPANY
HOLDING, INC.

By:  /s/ Elizabeth A. Newell
    ---------------------------------------
    Name:  Elizabeth A. Newell
    Title: Assistant Secretary	

12
 
SCHEDULE A
GE CAPITAL EQUITY INVESTMENTS, INC.
DIRECTORS

      NAME                        PRESENT BUSINESS ADDRESS                        PRINCIPAL OCCUPATION
      ----                        ------------------------                        --------------------

Ronald J. Herman, Jr.           GE Capital Equity Investments, Inc.            President and  Chairman of the Board,
                                120 Long Ridge Road                            GE Capital Equity Investments, Inc.
                                Stamford, CT  06927

Citizenship:
All U.S.A.	

                       GE CAPITAL EQUITY INVESTMENTS, INC.
                               EXECUTIVE OFFICERS

      NAME                     PRESENT BUSINESS ADDRESS                      PRINCIPAL OCCUPATION
      ----                     ------------------------                      --------------------

Ronald J. Herman, Jr.        GE Capital Equity Investments, Inc.         President and Chairman of the Board, GE Capital Equity
                             120 Long Ridge Road                         Investments, Inc.
                             Stamford, CT  06927

Jack Campo                   GE Capital Equity Investments, Inc.         Senior Vice President, General Counsel and Secretary,
                             120 Long Ridge Road                         GE Capital Equity Investments, Inc.
                             Stamford, CT  06927

Frank Ertl                   GE Capital Equity Investments, Inc.         Senior Vice President, Chief Financial Officer and
                             120 Long Ridge Road                         Treasurer, GE Capital Equity Investments, Inc.
                             Stamford, CT  06927

Citizenship: All U.S.A.	

                                   SCHEDULE B
                                   ----------

                                NBC UNIVERSAL, INC.
                                    DIRECTORS

      NAME                     PRESENT BUSINESS ADDRESS                      PRINCIPAL OCCUPATION
      ----                     ------------------------                      --------------------

Jefrey R. Immelt               General Electric Company                  Chairman of the Board and Chief Executive Officer, General
                               3135 Easton Turnpike                      Electric Company
                               Fairfield, CT  06431

Robert C. Wright               NBC Universal, Inc.                       Vice Chairman of the Board and Executive Officer, General
                               30 Rockefeller Plaza                      Electric Company; Chairman and Chief Executive Officer, NBC
                               New York, NY  10112                       Universal, Inc.

Roy Brandon Burgess            NBC Universal, Inc.                       Executive Vice President, Digital Media, International
                               30 Rockefeller Plaza                      Channels & Business Development, NBC Universal, Inc.
                               New York, NY  10112

Lynn Calpeter                  NBC Universal, Inc.                       Executive Vice President and Chief Financial Officer, NBC
                               30 Rockefeller Plaza                      Universal, Inc.
                               New York, NY  10112

Robert De Metz                 Vivendi Universal S.A.                    Executive Vice President, Mergers and Acquisitions, Vivendi
                               42 Avenue de Friedland                    Universal S.A.
                               75380 Paris Cedex, 08
                               France

Dick Ebersol                   NBC Universal, Inc.                       Chairman, NBCU Sports & Olympics, NBC Universal, Inc.
                               30 Rockefeller Plaza
                               New York, NY  10112

Randy A. Falco                 NBC Universal, Inc.                       President, NBCU TV Networks Group, NBC Universal, Inc.
                               30 Rockefeller Plaza
                               New York, NY  10112

Jean-Rene Fourtou              Vivendi Universal S.A.                    Chairman, Chief Executive Officer, and Director, Vivendi
                               42 Avenue de Friedland                    Universal S.A.
                               75380 Paris Cedex, 08
                               France

Jay W. Ireland III             NBC Universal, Inc.                       President, NBCU TV Stations, NBC Universal, Inc.
                               30 Rockefeller Plaza
                               New York, NY  10112

Jean-Bernard Levy              Vivendi Universal S.A.                    Chief Operating Officer, Vivendi Universal S.A.
                               42 Avenue de Friedland
                               75380 Paris Cedex, 08
                               France	

      NAME                     PRESENT BUSINESS ADDRESS                      PRINCIPAL OCCUPATION
      ----                     ------------------------                      --------------------

Ron Meyer                      Universal Studios, Inc.                   President, Chief Operating Officer, and Director, Universal
                               100 Universal City Plaza                  Studios, Inc. and Vivendi Universal Entertainment LLP
                               Universal City, CA 91608

Keith S. Sherin                General Electric Company                  Senior Vice President--Finance and Chief Financial Officer,
                               3135 Easton Turnpike                      General Electric Company
                               Fairfield, CT  06431

Stacey Snider                  Universal Pictures Division               Chairman, Universal Pictures Group
                               100 Universal City Plaza
                               Universal City, CA 91608

Thomas L. Williams             Universal Studios Florida                 Chairman and Chief Executive Officer, Universal Parks &
                               1000 Universal Studios Plaza              Resorts Group
                               Orlando, FL 32819

Jeffrey Zucker                 NBC Universal, Inc.                       President - NBCU TV Group, NBC Universal, Inc.
                               30 Rockefeller Plaza
                               New York, NY  10112

Citizenship:
Robert De Metz - France
Jean-Rene Fourtou - France
Jean-Bernard Levy - France
All others - U.S.A.	

                               NBC UNIVERSAL, INC.
                               EXECUTIVE OFFICERS

      NAME                    PRESENT BUSINESS ADDRESS                          PRINCIPAL OCCUPATION
      ----                    ------------------------                          --------------------

Robert C. Wright                NBC Universal, Inc.                  Vice Chairman of the Board and Executive Officer, General
                                30 Rockefeller Plaza                 Electric Company; Chairman and Chief Executive Officer, NBC
                                New York, NY  10112                  Universal, Inc.

Lynn Calpeter                   NBC Universal, Inc.                  Executive Vice President, Chief Financial Officer and Treasurer
                                30 Rockefeller Plaza
                                New York, NY  10112

Roy Brandon Burgess             NBC Universal, Inc.                  Executive Vice President
                                30 Rockefeller Plaza
                                New York, NY  10112

Richard Cotton                  NBC Universal, Inc.                  Executive Vice President
                                30 Rockefeller Plaza
                                New York, NY  10112

Dick Ebersol                    NBC Universal, Inc.                  Executive Vice President
                                30 Rockefeller Plaza
                                New York, NY  10112

John W. Eck                     NBC Universal, Inc.                  Executive Vice President
                                30 Rockefeller Plaza
                                New York, NY  10112

Randy A. Falco                  NBC Universal, Inc.                  Executive Vice President
                                30 Rockefeller Plaza
                                New York, NY  10112

Jay W. Ireland III              NBC Universal, Inc.                  Executive Vice President
                                30 Rockefeller Plaza
                                New York, NY  10112

Anna Perez                      NBC Universal, Inc.                  Executive Vice President
                                30 Rockefeller Plaza
                                New York, NY  10112

Marc Saperstein                 NBC Universal, Inc.                  Executive Vice President
                                30 Rockefeller Plaza
                                New York, NY  10112

Neal Shapiro                    NBC Universal, Inc.                  Executive Vice President
                                30 Rockefeller Plaza
                                New York, NY 10112	

      NAME                    PRESENT BUSINESS ADDRESS                  PRINCIPAL OCCUPATION
      ----                    ------------------------                  --------------------

Pamela Thomas-Graham            NBC Universal, Inc.                  Executive Vice President
                                30 Rockefeller Plaza
                                New York, NY  10112

Eileen Whelley                  NBC Universal, Inc.                  Executive Vice President
                                30 Rockefeller Plaza
                                New York, NY  10112

David Zaslav                    NBC Universal, Inc.                  Executive Vice President
                                30 Rockefeller Plaza
                                New York, NY  10112

Jeffrey Zucker                  NBC Universal, Inc.                  Executive Vice President
                                30 Rockefeller Plaza
                                New York, NY  10112

Citizenship:  All U.S.A.	

SCHEDULE C
GENERAL ELECTRIC CAPITAL CORPORATION
DIRECTORS
All of the following individuals are employees of General Electric Company or one of its affiliates. All can be reached at the following address: c/o General Electric Capital Corporation, 260 Long Ridge Road, Stamford, CT 06927.
NAME

Charles E. Alexander
David L. Calhoun
James A. Colica
Pamela Daley
Dennis D. Dammerman
Brackett B. Denniston
Arthur H. Harper
Jeffrey R. Immelt
John H. Myers
Michael A. Neal
David R. Nissen
James A. Parke
Ronald R. Pressman
John M. Samuels
Keith S. Sherin
Robert C. Wright
Citizenship:
All U.S.A.
GENERAL ELECTRIC CAPITAL CORPORATION
EXECUTIVE OFFICERS
All of the following individuals are employees of General Electric Company or one of its affiliates. All can be reached at the following address: c/o General Electric Capital Corporation, 260 Long Ridge Road, Stamford, CT 06927.
NAME

Philip D. Ameen
Kathryn A. Cassidy
James A. Colica
Richard D'Avino
Arthur H. Harper
Brian T. McAnaney
Michael A. Neal
David R. Nissen
James A. Parke
Ronald R. Pressman
Citizenship:
All U.S.A.
SCHEDULE D
GENERAL ELECTRIC CAPITAL SERVICES, INC.
DIRECTORS
All of the following individuals are employees of General Electric Company or one of its affiliates. All can be reached at the following address: c/o General Electric Capital Services, 260 Long Ridge Road, Stamford, CT 06927.
NAME

Charles E. Alexander
David L. Calhoun
James A. Colica
Pamela Daley
Dennis D. Dammerman
Brackett B. Denniston
Arthur H. Harper
Jeffrey R. Immelt
John H. Myers
Michael A. Neal
David R. Nissen
James A. Parke
Ronald R. Pressman
John M. Samuels
Keith S. Sherin
Robert C. Wright
Citizenship:
All U.S.A.
GENERAL ELECTRIC CAPITAL SERVICES, INC.
EXECUTIVE OFFICERS
All of the following individuals are employees of General Electric Company or one of its affiliates. All can be reached at the following address: c/o General Electric Capital Services, 260 Long Ridge Road, Stamford, CT 06927.
NAME

Philip D. Ameen
Mark S. Barber
Jeffrey Bornstein
Kathryn A. Cassidy
James A. Colica
Richard D'Avino
Arthur H. Harper
Stephen F. Kluger
Brian T. McAnaney
Marc A. Meiches
Glen A. Messina
Michael A. Neal
David R. Nissen
James A. Parke
Ronald R. Pressman
Maive F. Scully
Dennis R. Sweeney
James Tremante
Citizenship:
All U.S.A.
 
SCHEDULE E
GENERAL ELECTRIC COMPANY
DIRECTORS

      NAME                  PRESENT BUSINESS ADDRESS                                        PRINCIPAL OCCUPATION
      ----                  ------------------------                                        --------------------

James I. Cash, Jr.              General Electric Company                            Retired James E. Robinson Professor of
                                3135 Easton Turnpike                                Business Administration, Harvard Graduate
                                Fairfield, CT  06828                                School of Business Administration

Sir William Castell             GE Healthcare                                       Vice Chairman of the Board and Executive
                                Pollards Wood, Nightingales Lane                    Officer, General Electric Company; Chairman,
                                Chalfont St. Giles                                  GE Healthcare
                                HP8 4SP Great Britain

Dennis D. Dammerman             General Electric Company                            Vice Chairman of the Board and Executive
                                3135 Easton Turnpike                                Officer, General Electric Company; Chairman,
                                Fairfield, CT  06828                                General Electric Capital Services, Inc.

Ann M. Fudge                    Young & Rubicam, Inc.                               Chairman and Chief Executive Officer, Young  &
                                285 Madison Avenue                                  Rubicam, Inc. (advertising and media services)
                                New York, New York  10017

Claudio X. Gonzalez             Kimberly-Clark de Mexico, S.A. de C.V.              Chairman of the Board and Chief Executive
                                Jose Luis Lagrange 103,                             Officer, Kimberly-Clark de Mexico, S.A. de C.V.
                                Tercero Piso                                        and Director, Kimberly-Clark Corporation
                                Colonia Los Morales                                 (consumer products)
                                Mexico, D.F. 11510, Mexico

Jeffrey R. Immelt               General Electric Company                            Chairman of the Board and Chief Executive
                                3135 Easton Turnpike                                Officer, General Electric Company
                                Fairfield, CT  06828

Andrea Jung                     Avon Products, Inc.                                 Chairman of the Board and Chief Executive
                                1345 Avenue of the Americas                         Officer, Avon Products, Inc. (cosmetics)
                                New York, New York  10105

Alan G. (A.G.) Lafley           The Procter & Gamble Company                        Chairman of the Board, President and Chief
                                1 Procter & Gamble Plaza                            Executive, The Procter & Gamble Company
                                Cincinnati, OH  45202-3315                          (household products)

Robert W. Lane                  Deere & Company                                     Chairman of the Board and Chief Executive
                                One John Deere Place                                Officer, Deere & Company
                                Moline, Illinois  61265                             (equipment manufacturer)	

      NAME                  PRESENT BUSINESS ADDRESS                                        PRINCIPAL OCCUPATION
      ----                  ------------------------                                        --------------------

Ralph S. Larsen                 Johnson & Johnson                                   Former Chairman of the Board and Chief Executive
                                100 Albany Street                                   Officer, Johnson & Johnson (pharmaceutical,
                                Suite 200                                           medical and consumer products)
                                New Brunswick, NJ  08901

Rochelle B.. Lazarus            Ogilvy & Mather Worldwide                           Chairman and Chief Executive Officer, Ogilvy &
                                309 West 49th Street                                Mather Worldwide (advertising)
                                New York, NY  10019-7316

Sam Nunn                        Nuclear Threat Initiative                           Co-Chairman and Chief Executive Officer,
                                1747 Pennsylvania Avenue NW, 7th Floor              Nuclear Threat Initiative
                                Washington D.C. 20006

Roger S. Penske                 Penske Corporation                                  Chairman of the Board, Penske Corporation,
                                2555 Telegraph Road                                 Penske Truck Leasing Corporation, and United
                                Bloomfield Hills, MI  48302-0954                    Auto Group, Inc. (transportation and automotive
                                                                                    services)

Robert J. Swieringa             S.C. Johnson Graduate School                        Dean and Professor of Accounting, S.C. Johnson
                                Cornell University                                  Graduate School of Management, Cornell
                                207 Sage Hall                                       University
                                Ithaca, NY  14853-6201

Douglas A. Warner III           J.P. Morgan Chase & Co.,                            Former Chairman of the Board, J.P. Morgan
                                The Chase Manhattan Bank and Morgan Guaranty        Chase & Co., The Chase Manhattan Bank and Morgan
                                Trust Co. of New York                               Guaranty Trust Co. of New York (investment
                                345 Park Avenue                                     banking)
                                New York, NY  10154

Robert C. Wright                NBC Universal, Inc.                                 Vice Chairman of the Board and Executive
                                30 Rockefeller Plaza                                Officer, General Electric Company; Chairman
                                New York, NY  10112                                 and Chief Executive Officer, NBC Universal, Inc.

Citizenship:
Sir William Castell - Great Britain
C.X. Gonzalez - Mexico
Andrea Jung - Canada
All others - U.S.A.	

                            GENERAL ELECTRIC COMPANY
                               EXECUTIVE OFFICERS

      NAME                      PRESENT BUSINESS ADDRESS                             PRINCIPAL OCCUPATION
      ----                      ------------------------                             --------------------

Jeffrey R. Immelt                General Electric Company                 Chairman of the Board and Chief Executive Officer,
                                 3135 Easton Turnpike                     General Electric Company
                                 Fairfield, CT  06828

Philip D. Ameen                  General Electric Company                 Vice President and Comptroller
                                 3135 Easton Turnpike
                                 Fairfield, CT  06828

Ferdinando Beccalli-Falco        General Electric Company                 Senior Vice President - GE International
                                 3135 Easton Turnpike
                                 Fairfield, CT  06828

Charlene T. Begley               General Electric Company                 President and CEO, Plastics - GE Industrial
                                 2901 East Lake Road
                                 Erie, PA 16531

David L. Calhoun                 General Electric Company                 President and CEO - GE Infrastructure
                                 1 Neumann Way
                                 Cincinnati, OH  05215

James P. Campbell                General Electric Company                 Senior Vice President - GE Consumer and Industrial,
                                 Appliance Park                           Americas
                                 Louisville, KY  40225

William H. Cary                  General Electric Company                 Vice President - Corporate Investor Relations
                                 3135 Easton Turnpike
                                 Fairfield, CT  06828

Kathryn A. Cassidy               General Electric Company                 Vice President and GE Treasurer
                                 201 High Ridge Road
                                 Stamford, CT  06905-3417

Sir William Castell              GE Healthcare                            Vice Chairman of the Board and Executive Officer,
                                 Pollards Wood, Nightingales Lane         General Electric Company; Chairman, GE
                                 Chalfont St. Giles                       Healthcare
                                 HP8 4SP Great Britain

William J. Conaty                General Electric Company                 Senior Vice President - Human Resources
                                 3135 Easton Turnpike
                                 Fairfield, CT  06828	

      NAME                      PRESENT BUSINESS ADDRESS                             PRINCIPAL OCCUPATION
      ----                      ------------------------                             --------------------

Pamela Daley                     General Electric Company                 Vice President - Corporate Business Development
                                 3135 Easton Turnpike
                                 Fairfield, CT  06828

Dennis D. Dammerman              General Electric Company                 Vice Chairman of the Board and Executive Officer,
                                 3135 Easton Turnpike                     General Electric Company
                                 Fairfield, CT  06828

Brackett B. Denniston            General Electric Company                 Vice President and General Counsel
                                 3135 Easton Turnpike
                                 Fairfield, CT  06828

Scott C. Donnelly                General Electric Company                 President and CEO, Aircraft & Engines - GE Infrastructure
                                 One Research Circle
                                 Niskayuna, NY  12309

Shane Fitzsimons                 General Electric Company                 Vice President - Financial Planning and Analysis
                                 3135 Easton Turnpike
                                 Fairfield, CT  06828

Yoshiaki Fujimori                General Electric Company                 Senior Vice President - GE Consumer Finance, Asia
                                 21 Mita 1-chome
                                 Meguro-ku 3d Floor Alto
                                 Tokyo, Japan  153-0062

Arthur H. Harper                 General Electric Company                 Senior Vice President - GE Equipment Services
                                 120 Long Ridge Road
                                 Stamford, CT  06927

Benjamin W. Heineman, Jr.        General Electric Company                 Senior Vice President, Law and Public Affairs
                                 3135 Easton Turnpike
                                 Fairfield, CT  06828

Joseph M. Hogan                  General Electric Company                 President and CEO - GE Healthcare
                                 P.O. Box 414
                                 Milwaukee, WI  53201

John Krenicki, Jr.               General Electric Company                 President and CEO, Energy - GE Infrastructure
                                 1 Plastics Avenue
                                 Pittsfield, MA  01201	

      NAME                      PRESENT BUSINESS ADDRESS                            PRINCIPAL OCCUPATION
      ----                      ------------------------                            --------------------

Michael A. Neal                  General Electric Company                President and CEO - GE Commercial Financial Services
                                 260 Long Ridge Road
                                 Stamford, CT  06927

David R. Nissen                  General Electric Company                Senior Vice President - GE Consumer Finance
                                 1600 Summer Street
                                 Stamford, CT  06905-3417

James A. Parke                   General Electric Company                Senior Vice President, General Electric Company;
                                 260 Long Ridge Road                     Chief Financial Officer, General Electric Capital
                                 Stamford, CT  06927                     Corporation

Ronald R. Pressman               General Electric Company                President and CEO, Insurance - GE Commercial Financial
                                 5200 Metcalf Avenue                                                    Services
                                 Overland Park, KS  66201

Gary M. Reiner                   General Electric Company                Senior Vice President and Chief Information Officer
                                 3135 Easton Turnpike
                                 Fairfield, CT  06828

John G. Rice                     General Electric Company                President and CEO - GE Industrial
                                 4200 Wildwood Parkway
                                 Atlanta, GA  30339

Keith S. Sherin                  General Electric Company                Senior Vice President - Finance and Chief Financial
                                 3135 Easton Turnpike                    Officer
                                 Fairfield, CT  06828

Lloyd G. Trotter                 General Electric Company                Senior Vice President - GE Consumer and Industrial
                                 Appliance Park
                                 Louisville, KY  40225

William A. Woodburn              General Electric Company                Senior Vice President, Strategy/Integration - GE Industrial
                                 187 Danbury Road
                                 Wilton, CT  06897

Robert C. Wright                 NBC Universal, Inc.                     Vice Chairman of the Board and Executive Officer,
                                 30 Rockefeller Plaza                    General Electric Company; Chairman and Chief Executive
                                 New York, NY  10112                     Officer, NBC Universal, Inc.

Citizenship:
Ferdinando Beccalli - Italy
Sir William Castell - Great Britain
Shane Fitzsimons - Ireland
Yoshiaki Fujimori - Japan
All others - U.S.A.	

                                   SCHEDULE F
                                   ----------

                   NATIONAL BROADCASTING COMPANY HOLDING, INC.
                                    DIRECTORS

      NAME                   PRESENT BUSINESS ADDRESS                           PRINCIPAL OCCUPATION
      ----                   ------------------------                           --------------------

James I. Cash, Jr.           General Electric Company                      Retired James E. Robinson Professor of Business
                             3135 Easton Turnpike                          Administration, Harvard Graduate School of Business
                             Fairfield, CT  06828

Sir William Castell          GE Healthcare                                 Vice Chairman of the Board and Executive Officer,
                             Pollards Wood, Nightingales Lane              General Electric Company; Chairman, GE Healthcare
                             Chalfont St. Giles
                             HP8 4SP Great Britain

Dennis D. Dammerman          General Electric Company                      Vice Chairman of the Board and Executive Officer,
                             3135 Easton Turnpike                          General Electric Company; Chairman, General Electric
                             Fairfield, CT  06828                          Capital Services, Inc.

Ann M. Fudge                 Young & Rubicam, Inc.                         Chairman and Chief Executive Officer, Young & Rubicam,
                             285 Madison Avenue                            Inc.
                             New York, New York  10017

Jeffrey R. Immelt            General Electric Company                      Chairman of the Board and Chief Executive Officer,
                             3135 Easton Turnpike                          General Electric Company
                             Fairfield, CT  06828

Andrea Jung                  Avon Products, Inc.                           Chairman of the Board and Chief Executive Officer, Avon
                             1345 Avenue of the Americas                   Products, Inc.
                             New York, New York  10105

Alan G. (A.G.) Lafley        The Procter & Gamble Company                  Chairman of the Board, President and Chief Executive,
                             1 Procter & Gamble Plaza                      The Procter & Gamble Company
                             Cincinnati, OH  45202-3315

Ralph S. Larsen              Johnson & Johnson                             Former Chairman of the Board and Chief Executive Officer,
                             100 Albany Street                             Johnson & Johnson
                             Suite 200
                             New Brunswick, NJ  08901	

      NAME                   PRESENT BUSINESS ADDRESS                            PRINCIPAL OCCUPATION
      ----                   ------------------------                            --------------------

Rochelle B. Lazarus          Ogilvy & Mather Worldwide                      Chairman and Chief Executive Officer, Ogilvy & Mather
                             309 West 49th Street                           Worldwide
                             New York, NY  10019-7316

Sam Nunn                     Nuclear Threat Initiative                      Co-Chairman and Chief Executive Officer,
                             1747 Pennsylvania Avenue NW, 7th Floor         Nuclear Threat Initiative
                             Washington D.C. 20006

Roger S. Penske              Penske Corporation                             Chairman of the Board, Penske Corporation
                             2555 Telegraph Road
                             Bloomfield Hills, MI  48302-0954

Robert J. Swieringa          S.C. Johnson Graduate School                   Dean and Professor of Accounting, Johnson Graduate
                             Cornell University                             School of Management, Cornell University
                             207 Sage Hall
                             Ithaca, NY  14853-6201

Douglas A. Warner III        J.P. Morgan Chase & Co.,                       Former Chairman of the Board, J.P. Morgan Chase & Co.,
                             The Chase Manhattan Bank and Morgan            The Chase Manhattan Bank and Morgan Guaranty Trust Co.
                             Guaranty  Trust Co. of New York                of New York
                             345 Park Avenue
                             New York, NY  10154

Robert C. Wright             NBC Universal, Inc.                            Vice Chairman of the Board and Executive Officer,
                             30 Rockefeller Plaza                           General Electric Company; Chairman and Chief Executive
                             New York, NY  10112                            Officer, NBC Universal, Inc.

Citizenship:
Sir William Castell - Great Britain
Andrea Jung - Canada
All others - U.S.A.	

                   NATIONAL BROADCASTING COMPANY HOLDING, INC.
                               EXECUTIVE OFFICERS

      NAME                        PRESENT BUSINESS ADDRESS                            PRINCIPAL OCCUPATION
      ----                        ------------------------                            --------------------

Robert C. Wright                    NBC Universal, Inc.                           Chairman, Chief Executive Officer
                                    30 Rockefeller Plaza
                                    New York, NY 10112

Lynn Calpeter                       NBC Universal, Inc.                           Vice President, Treasurer
                                    30 Rockefeller Plaza
                                    New York, NY 10112

Todd Davis                          NBC Universal, Inc.                           Assistant Treasurer
                                    30 Rockefeller Plaza
                                    New York, NY 10112

Brian O'Leary                       NBC Universal, Inc.                           Assistant Treasurer
                                    30 Rockefeller Plaza
                                    New York, NY 10112

Benjamin W. Heineman, Jr.           General Electric Company                      Secretary
                                    3135 Easton Turnpike
                                    Fairfield, CT 06431

Eliza Fraser                        General Electric Company                      Assistant Secretary
                                    3135 Easton Turnpike
                                    Fairfield, CT 06431

Elizabeth Newell                    NBC Universal, Inc.                           Assistant Secretary
                                    30 Rockefeller Plaza
                                    New York, NY 10112

Citizenship:
All - U.S.A.	

EXHIBIT INDEX

Exhibit No.                         Description
-----------                         -----------

Exhibit 21          Stock Purchase and Registration Agreement, dated as of July
                    8, 2005, between GE Capital Equity Investments, Inc. and
                    Janus Investment Fund on behalf of its series Janus Venture
                    Fund.

Exhibit 22          Stock Purchase and Registration Agreement, dated as of July
                    8, 2005, between GE Capital Equity Investments, Inc. and
                    Caxton International Limited.

Exhibit 23          Stock Purchase and Registration Agreement, dated as of July
                    8, 2005, between GE Capital Equity Investments, Inc. and
                    Magnetar Investment Management, LLC on behalf of a managed
                    account for which it acts as investment manager.

Exhibit 24          Stock Purchase and Registration Agreement, dated as of July
                    8, 2005, between GE Capital Equity Investments, Inc. and RCG
                    Ambrose Master Fund, Ltd., Starboard Value and Opportunity
                    Fund, LLC, Ramius Securities, LLC, RCG Halifax Fund, Ltd.,
                    Ramius Master Fund, Ltd., and Parche, LLC.

Exhibit 25          Power of Attorney (General Electric Capital Services, Inc.).

Exhibit 26          Power of Attorney (General Electric Company).	

Exhibit 21
STOCK PURCHASE AND REGISTRATION AGREEMENT
THIS STOCK PURCHASE AND REGISTRATION AGREEMENT (this "Agreement") is entered into as of July 8, 2005, between GE Capital Equity Investments, Inc., a Delaware corporation ("Seller"), and Janus Investment Fund, a Massachusetts business trust, on behalf of its series Janus Venture Fund ("Purchaser").
WHEREAS, Seller is the beneficial owner of shares of common stock, par value $0.01 per share (the "Common Stock"), of ValueVision Media, Inc., a Minnesota corporation (the "Company"); and
WHEREAS, Seller wishes to sell to Purchaser, and Purchaser wishes to purchase from Seller, 1,704,932 shares of Common Stock (as may be adjusted equitably to reflect any stock dividends, recapitalizations, stock splits or similar transactions, the "Shares") on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, the parties hereby agree as follows:
ARTICLE I
Sale and Purchase of Shares
1.1 Sale and Purchase of Shares. At Closing (as defined below) and on the terms set forth herein, Seller shall sell and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all right, title, and interest of Seller in and to the Shares, free and clear of all mortgages, liens, pledges, security interests, charges, restrictions, and other encumbrances ("Liens"). The closing of the purchase and sale of the Shares shall take place on the earlier of (i) the second business day following the day on which the Registration Statement (as defined in Section 4.2 below) is declared effective by the Securities and Exchange Commission (the "SEC") and (ii) September 15, 2005 (each such date referred to as the "Closing Date") at the offices of the Seller in New York City ("Closing").
1.2 Purchase Price. At Closing, Purchaser shall pay to Seller an aggregate amount equal to $18,754,252 for the Shares (the "Purchase Price") by wire transfer of immediately available funds to a bank account designated in writing by Seller.
1.3 Deliveries. At Closing, (i) Seller shall deliver to Purchaser the certificate or certificates evidencing the Shares, together with a stock power or stock powers in the form of EXHIBIT A duly executed by Seller; and (ii) Purchaser shall deliver to Seller, the Purchase Price in accordance with Section 1.2.
ARTICLE II
Representations and Warranties of Seller
Seller hereby represents and warrants to Purchaser as of the date hereof and as of the Closing Date as follows:
2.1 Organization. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.
2.2 Authorization. Seller has the requisite corporate power to execute and deliver this Agreement and to perform the transactions contemplated hereby to be performed by it. The execution and delivery by Seller of this Agreement and the performance by it of the transactions contemplated hereby to be performed by it have been duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered by the duly authorized officer of Seller and, assuming the due execution and delivery of this Agreement by Purchaser, constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
2.3 Consents and Approvals. Except as set forth in Article IV, and filings that may be required under Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), no consent, approval, waiver, order, or authorization of, or registration, declaration, or filing with, or notice to, any federal, state, or foreign court or governmental agency, authority, or body or any instrumentality or political subdivision thereof ("Governmental Entity") or any other person or entity is required to be obtained or made by Seller in connection with the execution and delivery of this Agreement by Seller, the performance by Seller of the transactions contemplated hereby to be performed by it, or the consummation of the transactions contemplated hereby.
2.4 No Conflicts. The execution and delivery of this Agreement does not, and neither the performance by Seller of the transactions contemplated hereby to be performed by it, nor the consummation of the transactions contemplated hereby, will, (i) conflict with the certificate of incorporation or bylaws of Seller, (ii) conflict with, result in any violation of, or constitute a default under any agreement to which Seller is a party, (iii) violate any order, judgment, decree, writ, or injunction ("Order") of any Governmental Entity applicable to Seller, or (iv) violate any domestic or foreign law, statute, rule, or regulation ("Law") applicable to Seller.
2
2.5 Title to Shares. Seller has good and valid title to the Shares. Seller is the record and beneficial owner of the Shares, free and clear of all Liens except as set forth in a Shareholder Agreement, dated April 15, 1999, among NBC Universal, Inc. the Seller and the Company (the "Shareholders Agreement") (which agreement will not bind Purchaser). The delivery by Seller to Purchaser of the certificate or certificates representing the Shares in accordance with this Agreement will vest Purchaser with good and valid title to the Shares, free and clear of all Liens.
2.6 Exempt from Registration. Based in part on the representations of Purchaser contained in Section 3.5 and 3.6 of this Agreement, the sale of the Shares hereunder is exempt from registration under the Securities Act of 1933, as amended (the "Securities Act").
2.7 Information. In the course of discussions relating to this Agreement and the transaction contemplated hereby, Seller has not conveyed to Purchaser any material non-public information in respect of the Company and/or the Company's business, operations, pending transactions, financial condition, results of operations, or prospects (collectively, "Non-Public Information").
ARTICLE III
Representations and Warranties of Purchaser
Purchaser hereby represents and warrants to Seller as of the date hereof and as of the Closing Date as follows:
3.1 Organization. Purchaser is an organization of the type referred to in the first paragraph of this Agreement and is duly organized, validly existing, and in good standing under the applicable laws of the jurisdictions specified.
3.2 Authorization. Purchaser has the requisite power to execute and deliver this Agreement and to perform the transactions contemplated hereby to be performed by it. The execution and delivery by Purchaser of this Agreement and the performance by it of the transactions contemplated hereby to be performed by it have been duly authorized by all necessary action on the part of Purchaser. This Agreement has been duly executed and delivered by a duly authorized officer of Purchaser and, assuming the due execution and delivery of this Agreement by Seller, constitutes a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
3.3 Consents and Approvals. No consent, approval, waiver, order, or authorization of, or registration, declaration, or filing with, or notice to, any Governmental Entity is required to be obtained or made by Purchaser in connection with the execution and delivery of this Agreement by Purchaser, the performance by Purchaser of the transactions contemplated hereby to be performed by it, or the consummation of the transactions contemplated hereby, except for any filings that may be required under Section 13 of the Exchange Act.
3
3.4 No Conflicts. The execution and delivery of this Agreement does not, and neither the performance by Purchaser of the transactions contemplated hereby to be performed by it, nor the consummation of the transactions contemplated hereby, will, (i) conflict with the organizational documents of Purchaser, (ii) conflict with, result in any violation of, or constitute a default under any agreement to which Purchaser is a party, or (iii) violate any Order of any Governmental Entity or any Law applicable to Purchaser.
3.5 Securities Law Matters. Purchaser understands and acknowledges that as of the date hereof the Shares have not been registered under the Securities Act, or the securities laws of any state or foreign jurisdiction, and, unless so registered, may not be offered, sold, transferred, or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction. Purchaser acknowledges that appropriate legends restricting the transfer of the Shares as aforesaid shall be placed on the stock certificates representing such Shares. Purchaser is an "accredited investor" (as defined in Rule 501(a) of Regulation D under the Securities Act). Purchaser (i) has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of purchasing the Shares, and (ii) is able to bear the economic risk of an investment in the Shares for an indefinite period, including the risk of a complete loss of any such investment. The Shares were not offered to Purchaser in any form of general solicitation or general advertisement and Purchaser (i) is acquiring the Shares for investment for its own account, and not with a view to, or for sale in connection with, any distribution thereof, (ii) does not have any agreement or understanding, whether or not legally binding, with any other person or entity, to sell, pledge, engage in short sales or other hedging transactions, transfer, or otherwise distribute or dispose of the Shares or any interest therein; provided, however, that by making the representations herein, Purchaser does not agree to hold any of the shares for any minimum or specific term and reserves the right to offer and dispose of the Shares at any time in accordance with, or pursuant to, an effective registration statement or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or otherwise in compliance with applicable securities laws. Purchaser understands and acknowledges that Seller may be deemed an "affiliate" of the Company (as defined in Rule 144(a)(1) under the Securities Act).
3.6 Investigation. Purchaser believes that it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. Purchaser further represents that it has had an opportunity to ask questions and receive answers from officers and other personnel of the Company regarding the Company, its business and financial condition. Purchaser acknowledges that (i) it is a sophisticated financial institution engaged in the business of assessing and assuming investment risks in respect of securities, including securities such as the Shares and is hereby voluntarily assuming the risks relating to the transactions contemplated hereby, (ii) it is fully satisfied with the Purchase Price it is paying hereunder to Seller for the
4
Shares, (iii) Seller may in the future enter into discussions with holders of the Company's Common Stock regarding the sale of all or a portion of its other shares of the Company's Common Stock for consideration greater or lesser than or different from the Purchase Price, and/or on terms and conditions different from the terms and conditions set forth herein, (iv) Seller is consummating this transaction with Purchaser in reliance on Purchaser's acknowledgements and representations contained in this Agreement and with Purchaser's understanding and agreement that Seller is privy to Non-Public Information that may be material to a reasonable investor, such as Purchaser, and has not been provided to Purchaser by Seller or the Company, (v) Seller is under no duty or other obligation to disclose any Non-Public Information to Purchaser, and (vi) as of the date hereof, the Company has neither publicly announced its financial results for any period after April 30, 2005 nor filed any report for such period. Purchaser hereby waives and releases to the fullest extent permitted by applicable law any claim or potential claim it has or may have against Seller, the Company or their respective officers, directors, stockholders, partners, affiliates, successors, and assigns, relating to any such person's possession of Non-Public Information.
ARTICLE IV
Covenants of the Company
4.1 Stock Certificate Legend. Promptly following the Closing, the Company agrees to provide Purchaser with stock certificates representing the Shares such that the appropriate legends restricting the transfer of the Shares shall not reference the Shareholders Agreement. The Company shall take all reasonable action necessary (including providing appropriate opinions of counsel to its transfer agent, if necessary) to remove such legends with respect to Shares being sold by Purchaser pursuant to the Registration Statement.
4.2 Registration Statement. The Company hereby agrees that it shall prepare and file with the SEC as soon as practicable but in no event more than 21 business days following the date hereof, a registration statement on Form S-3 (or such other form as is available for the registration of the Shares if the Company does not meet the requirements for the use of Form S-3) (the "Registration Statement"), listing Purchaser as a selling stockholder therein, to enable the resale of the Shares by Purchaser from time to time and use all commercially reasonable efforts to cause such Registration Statement to be declared effective as promptly as possible after filing and to remain continuously effective until the earlier of (1) the second anniversary of the effective date of the Registration Statement, (2) the date on which all Shares purchased by Purchaser pursuant to this Agreement have been sold thereunder or
(3) the date on which the Shares can be sold by holders thereof pursuant to Rule 144(k) promulgated under the Securities Act (the "Registration Period"). Before filing the Registration Statement, or any amendment or supplement thereto, the Company shall furnish to Purchaser copies of all such documents proposed to be filed, which documents will be subject to review of Purchaser, and the Company will not file any such documents to which Purchaser shall reasonably object in writing within three (3) business days of receipt of such document. The Registration Statement shall register, pursuant to Rule 416(a) under the Securities Act, the Shares and any additional shares of Common Stock of the Company resulting from stock splits, stock dividends, or similar transactions
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with respect to the Shares. If the Company receives notification from the SEC that the Registration Statement will be subject to no action or review from the SEC, then the Company will use its commercially reasonable efforts to cause the Registration Statement to become effective within five (5) business days after such SEC notification. In the event that, following the date hereof and prior to the end of the Registration Period, the Company does not meet the requirements for the use of Form S-3, the Company shall use such other form as is available for the registration of the Shares and shall convert such other form into Form S-3, or file a replacement registration statement on Form S-3, promptly after the first date on which it meets such requirements. The covenants of the Company pursuant to this Section 4 shall survive the Closing.
4.3 Registration Procedures and Indemnification. The Company and Purchaser hereby agree that (i) the registration procedures relating and applicable to the Registration Statement shall be governed by Sections 5(b) through Section 5(q), the last two paragraphs of Section 5, and Section 6 of the Registration Rights Agreement, dated April 15, 1999 (the "Registration Rights Agreement"), by and among the Company, NBC Universal, Inc. and Seller, which sections are hereby incorporated herein by reference, provided that: (A) to the extent of any inconsistency between this Agreement and the Registration Rights Agreement, this Agreement shall control and (B) the aggregate number of days to which Purchaser shall be subject to Black-Out (as defined in the Registration Rights Agreement) shall not exceed ninety (90) days during any period of 12 consecutive months, and (ii) the Company will indemnify Purchaser and Purchaser will indemnify the Company for matters relating to, or arising out of, the Registration Statement as set forth in the Registration Rights Agreement and that the mutual indemnification obligations of the Company and Purchaser relating to, or arising out of, the Registration Statement shall be governed by
Section 7 of the Registration Rights Agreement, which section is hereby incorporated herein by reference, except with regard to the limitation on the Company's liability included in Section 7(a) based on a Holder's failure to deliver a prospectus, which shall be incorporated by reference herein, only to the extent such Holder is subject to prospectus delivery requirement under applicable securities laws. For purposes of this Section 4.3, the term "Holder" (as defined in the Registration Rights Agreement) shall be deemed to refer to Purchaser, the term "Registrable Securities" (as defined in the Registration Rights Agreement) shall be deemed to refer to the Shares and the term "Registration Statement" shall be deemed to refer to the Registration Statement (as defined in Section 4.2 hereof) to be filed pursuant to the provisions of this Agreement.
4.4 Information. In the course of discussions relating to this Agreement and the transactions contemplated hereby, the Company has not conveyed and will not convey to Purchaser any Non-Public Information.
4.5 Reports Under the Exchange Act. With a view to making available to Purchaser the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit Purchaser to sell securities of the Company to the public without registration, the Company agrees to use its commercially reasonable efforts to:
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(a) make available and keep current public information, within the meaning of Rule 144, at all times at which it is subject to the reporting requirement of the Exchange Act.
(b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act.
ARTICLE V
Securities Laws Compliance
Purchaser shall not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any Common Stock of the Company, nor will Purchaser engage in, or permit any party on behalf of Purchaser or for the benefit of Purchaser to engage in, any short sale or other hedging transaction that results, or may result, in a disposition of any of the Shares by Purchaser, except pursuant to an effective registration statement under the Securities Act or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction or otherwise in compliance with applicable securities laws.
ARTICLE VI
Miscellaneous
6.1 Binding Effect. Except as otherwise expressly provided herein, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
6.2 Counterparts. This Agreement may be executed in multiple counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.
6.3 Entire Agreement: Survival; Indemnity. This Agreement (including the Exhibits attached hereto) constitutes the entire agreement of the parties hereto in respect of the subject matter hereof, and supersedes all prior agreements or understandings between the parties hereto in respect of the subject matter hereof. The representations and warranties of the parties will survive the Closing. Seller and Purchaser will each indemnify the other against any loss, liability or expense arising out of any material breach of any of its representations and warranties in this Agreement, provided that total liability under this indemnity will not exceed the Purchase Price. A party intending to make a claim under this indemnity will provide the other party with prompt notice of its claim and, to the extent possible, the opportunity to defend and dispose of the claim.
6.4 Expenses. Except as otherwise expressly provided in this Agreement, each of Seller and Purchaser shall bear all of the expenses (including fees and disbursements of its counsel) incurred by or on behalf of it in connection with the preparation, negotiation, execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby.
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6.5 Further Assurances. Each party hereto shall execute and deliver all such further and additional instruments and agreements and shall take such further and additional actions, as may be reasonably requested by the other party in order to evidence or carry out the provisions of this Agreement or to consummate the transactions contemplated hereby.
6.6 Governing Law. This Agreement shall be enforced, governed, and construed in all respects in accordance with the laws of the State of New York applicable to contracts made and performed in such State.
6.7 Jurisdiction; Venue. Any action, suit, or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to, this Agreement or the transactions contemplated hereby can be brought exclusively in federal court sitting in the Southern District of New York or, if such court does not have jurisdiction, any district court sitting in the Borough of Manhattan, the County of New York, New York, and each of the parties hereto hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action, suit, or proceeding and irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any such action, suit, or proceeding in any such court or that any such action, suit, or proceeding that is brought in any such court has been brought in an inconvenient forum.
6.8 Notices. Any notice, request, demand, or other communication required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if sent by hand delivery, mail (first class, certified mail, postage prepaid), facsimile, or overnight courier if to any party hereto, at the address or facsimile number set forth below such party's name on the signature pages hereto or to such other address or facsimile number as such party shall have last designated by notice to the other parties hereto in accordance with this Section. Notices sent by hand delivery shall be deemed to have been given when received or delivery is refused; notices mailed in accordance with this Section shall be deemed to have been given three days after the date so mailed; notices sent by facsimile shall be deemed to have been given when electronically confirmed; and notices sent by overnight courier shall be deemed to have been given on the next business day after the date so sent.
6.9 Severability. If any provision of this Agreement or the application of such provision to any person or circumstance shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable under the applicable law of any jurisdiction, (i) the remainder of this Agreement or the application of such provision to other persons or circumstances or in other jurisdictions shall not be affected thereby, and (ii) such invalid, illegal, or unenforceable provision shall not affect the validity or enforceability of any other provision of this Agreement.
6.10 No Third-Party Beneficiaries. Nothing express or implied in this Agreement, is intended or shall be construed to confer upon or give any person other than the parties hereto and their respective successors and permitted assigns any right, benefit, or remedy under or by reason of this Agreement.
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6.11 WAIVER OF TRIAL BY JURY. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, EACH PARTY HERETO, HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT, OR PROCEEDING, DIRECTLY OR INDIRECTLY, AT ANY TIME ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
6.12 Independent Nature of Obligations. The obligations of Purchaser under this Agreement or any document ancillary hereto (collectively, the "Transaction Documents") are several and not joint with the obligations of any other purchaser of Seller's Common Stock, and Purchaser shall not be responsible in any way for the performance of the obligations of any other purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by Purchaser or any other purchaser of Seller's Common Stock pursuant hereto or thereto, shall be deemed to constitute the Purchaser and such other purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Purchaser and such other purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Purchaser confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other purchaser to be joined as an additional party in any proceeding for such purpose.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.
SELLER:
GE CAPITAL EQUITY INVESTMENTS, INC.

By:     /s/ Ronald J. Herman, Jr.
       ------------------------------------
Name:  Ronald J. Herman, Jr.
Title: President	

Address:     120 Long Ridge Road
             Stamford, CT  06927
             Facsimile No.:  (203) 357-6527
             Attention: General Counsel	

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PURCHASER:
Janus Investment Fund on behalf of its
series Janus Venture Fund

By:    /s/ William Bales
       ------------------------------------
Name:  William Bales
Title: Portfolio Manager	

Address:     151 Detroit Street
             Denver, CO 80206
             Facsimile No.: (303) 394-7714
             Attention:  William Bales
                         Kelly Hagg	

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We hereby (i) consent to the transactions contemplated by this Agreement and agree in consideration of the benefits that will accrue to the Company by virtue of such transactions, to the provisions of Article IV of this Agreement, and (ii) confirm that Purchaser shall not become a party to, or be bound by the provisions of the Shareholders Agreement by virtue of acquiring the Shares pursuant to this Agreement.
VALUEVISION MEDIA, INC.

By:     /s/ Nathan Fagre
        --------------------------------
Name:   Nathan Fagre
Title:  Senior Vice President and
        General Counsel	

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EXHIBIT A
STOCK POWER
FOR VALUE RECEIVED, GE Capital Equity Investments, Inc., a Delaware corporation, does hereby sell, assign, and transfer to Janus Investment Fund on behalf of its series Janus Venture Fund, an aggregate of 1,704,932 shares of Common Stock, par value $0.01 per share (the "Shares"), of ValueVision Media, Inc., a Minnesota corporation (the "Company"), standing in its name on the books of the Company, represented by Certificate No. ___ herewith, and does hereby irrevocably constitute and appoint __________________ attorney to transfer the Shares on the books of the Company with full power of substitution in the premises.
Dated: ____________, 2005
GE CAPITAL EQUITY INVESTMENTS, INC.
By:_____________________________________
Name:
Title:
 
Exhibit 22
STOCK PURCHASE AND REGISTRATION AGREEMENT
THIS STOCK PURCHASE AND REGISTRATION AGREEMENT (this "Agreement") is entered into as of July 8, 2005, between GE Capital Equity Investments, Inc., a Delaware corporation ("Seller"), and Caxton International Limited, a British Virgin Island corporation ("Purchaser").
WHEREAS, Seller is the beneficial owner of shares of common stock, par value $0.01 per share (the "Common Stock"), of ValueVision Media, Inc., a Minnesota corporation (the "Company"); and
WHEREAS, Seller wishes to sell to Purchaser, and Purchaser wishes to purchase from Seller, 350,000 shares of Common Stock (as may be adjusted equitably to reflect any stock dividends, recapitalizations, stock splits or similar transactions, the "Shares") on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, the parties hereby agree as follows:
ARTICLE I
Sale and Purchase of Shares
1.1 Sale and Purchase of Shares. At Closing (as defined below) and on the terms set forth herein, Seller shall sell and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all right, title, and interest of Seller in and to the Shares, free and clear of all mortgages, liens, pledges, security interests, charges, restrictions, and other encumbrances ("Liens"). The closing of the purchase and sale of the Shares shall take place on the earlier of (i) the second business day following the day on which the Registration Statement (as defined in Section 4.2 below) is declared effective by the Securities and Exchange Commission (the "SEC") and (ii) September 15, 2005 (each such date referred to as the "Closing Date") at the offices of the Seller in New York City ("Closing").
1.2 Purchase Price. At Closing, Purchaser shall pay to Seller an aggregate amount equal to $3,850,000 for the Shares (the "Purchase Price") by wire transfer of immediately available funds to a bank account designated in writing by Seller.
1.3 Deliveries. At Closing, (i) Seller shall deliver to Purchaser the certificate or certificates evidencing the Shares, together with a stock power or stock powers in the form of EXHIBIT A duly executed by Seller; and (ii) Purchaser shall deliver to Seller, the Purchase Price in accordance with Section 1.2.
ARTICLE II
Representations and Warranties of Seller
Seller hereby represents and warrants to Purchaser as of the date hereof and as of the Closing Date as follows:
2.1 Organization. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.
2.2 Authorization. Seller has the requisite corporate power to execute and deliver this Agreement and to perform the transactions contemplated hereby to be performed by it. The execution and delivery by Seller of this Agreement and the performance by it of the transactions contemplated hereby to be performed by it have been duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered by the duly authorized officer of Seller and, assuming the due execution and delivery of this Agreement by Purchaser, constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
2.3 Consents and Approvals. Except as set forth in Article IV, and filings that may be required under Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), no consent, approval, waiver, order, or authorization of, or registration, declaration, or filing with, or notice to, any federal, state, or foreign court or governmental agency, authority, or body or any instrumentality or political subdivision thereof ("Governmental Entity") or any other person or entity is required to be obtained or made by Seller in connection with the execution and delivery of this Agreement by Seller, the performance by Seller of the transactions contemplated hereby to be performed by it, or the consummation of the transactions contemplated hereby.
2.4 No Conflicts. The execution and delivery of this Agreement does not, and neither the performance by Seller of the transactions contemplated hereby to be performed by it, nor the consummation of the transactions contemplated hereby, will, (i) conflict with the certificate of incorporation or bylaws of Seller, (ii) conflict with, result in any violation of, or constitute a default under any agreement to which Seller is a party, (iii) violate any order, judgment, decree, writ, or injunction ("Order") of any Governmental Entity applicable to Seller, or (iv) violate any domestic or foreign law, statute, rule, or regulation ("Law") applicable to Seller.
2.5 Title to Shares. Seller has good and valid title to the Shares. Seller is the record and beneficial owner of the Shares, free and clear of all Liens except as set forth in a Shareholder Agreement, dated April 15, 1999, among NBC Universal, Inc. the Seller and the Company (the "Shareholders Agreement") (which agreement will not bind Purchaser). The delivery by Seller to Purchaser of the certificate or certificates representing the Shares in accordance with this Agreement will vest Purchaser with good and valid title to the Shares, free and clear of all Liens.
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2.6 Exempt from Registration. Based in part on the representations of Purchaser contained in Section 3.5 and 3.6 of this Agreement, the sale of the Shares hereunder is exempt from registration under the Securities Act of 1933, as amended (the "Securities Act").
2.7 Information. In the course of discussions relating to this Agreement and the transaction contemplated hereby, Seller has not conveyed to Purchaser any material non-public information in respect of the Company and/or the Company's business, operations, pending transactions, financial condition, results of operations, or prospects (collectively, "Non-Public Information").
ARTICLE III
Representations and Warranties of Purchaser
Purchaser hereby represents and warrants to Seller as of the date hereof and as of the Closing Date as follows:
3.1 Organization. Purchaser is an organization of the type referred to in the first paragraph of this Agreement and is duly organized, validly existing, and in good standing under the applicable laws of the jurisdictions specified.
3.2 Authorization. Purchaser has the requisite power to execute and deliver this Agreement and to perform the transactions contemplated hereby to be performed by it. The execution and delivery by Purchaser of this Agreement and the performance by it of the transactions contemplated hereby to be performed by it have been duly authorized by all necessary action on the part of Purchaser. This Agreement has been duly executed and delivered by a duly authorized officer of Purchaser and, assuming the due execution and delivery of this Agreement by Seller, constitutes a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
3.3 Consents and Approvals. No consent, approval, waiver, order, or authorization of, or registration, declaration, or filing with, or notice to, any Governmental Entity is required to be obtained or made by Purchaser in connection with the execution and delivery of this Agreement by Purchaser, the performance by Purchaser of the transactions contemplated hereby to be performed by it, or the consummation of the transactions contemplated hereby, except for any filings that may be required under Section 13 of the Exchange Act.
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3.4 No Conflicts. The execution and delivery of this Agreement does not, and neither the performance by Purchaser of the transactions contemplated hereby to be performed by it, nor the consummation of the transactions contemplated hereby, will, (i) conflict with the organizational documents of Purchaser, (ii) conflict with, result in any violation of, or constitute a default under any agreement to which Purchaser is a party, or (iii) violate any Order of any Governmental Entity or any Law applicable to Purchaser.
3.5 Securities Law Matters. Purchaser understands and acknowledges that as of the date hereof the Shares have not been registered under the Securities Act, or the securities laws of any state or foreign jurisdiction, and, unless so registered, may not be offered, sold, transferred, or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction. Purchaser acknowledges that appropriate legends restricting the transfer of the Shares as aforesaid shall be placed on the stock certificates representing such Shares. Purchaser is an "accredited investor" (as defined in Rule 501(a) of Regulation D under the Securities Act). Purchaser (i) has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of purchasing the Shares, and (ii) is able to bear the economic risk of an investment in the Shares for an indefinite period, including the risk of a complete loss of any such investment. The Shares were not offered to Purchaser in any form of general solicitation or general advertisement and Purchaser (i) is acquiring the Shares for investment for its own account, and not with a view to, or for sale in connection with, any distribution thereof, (ii) does not have any agreement or understanding, whether or not legally binding, with any other person or entity, to sell, pledge, engage in short sales or other hedging transactions, transfer, or otherwise distribute or dispose of the Shares or any interest therein; provided, however, that by making the representations herein, Purchaser does not agree to hold any of the shares for any minimum or specific term and reserves the right to offer and dispose of the Shares at any time in accordance with, or pursuant to, an effective registration statement or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or otherwise in compliance with applicable securities laws. Purchaser understands and acknowledges that Seller may be deemed an "affiliate" of the Company (as defined in Rule 144(a)(1) under the Securities Act).
3.6 Investigation. Purchaser believes that it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. Purchaser further represents that it has had an opportunity to ask questions and receive answers from officers and other personnel of the Company regarding the Company, its business and financial condition. Purchaser acknowledges that (i) it is a sophisticated financial institution engaged in the business of assessing and assuming investment risks in respect of securities, including securities such as the Shares and is hereby voluntarily assuming the risks relating to the transactions contemplated hereby, (ii) it is fully satisfied with the Purchase Price it is paying hereunder to Seller for the Shares, (iii) Seller may in the future enter into discussions with holders of
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the Company's Common Stock regarding the sale of all or a portion of its other shares of the Company's Common Stock for consideration greater or lesser than or different from the Purchase Price, and/or on terms and conditions different from the terms and conditions set forth herein, (iv) Seller is consummating this transaction with Purchaser in reliance on Purchaser's acknowledgements and representations contained in this Agreement and with Purchaser's understanding and agreement that Seller is privy to Non-Public Information that may be material to a reasonable investor, such as Purchaser, and has not been provided to Purchaser by Seller or the Company, (v) Seller is under no duty or other obligation to disclose any Non-Public Information to Purchaser, and (vi) as of the date hereof, the Company has neither publicly announced its financial results for any period after April 30, 2005 nor filed any report for such period. Purchaser hereby waives and releases to the fullest extent permitted by applicable law any claim or potential claim it has or may have against Seller, the Company or their respective officers, directors, stockholders, partners, affiliates, successors, and assigns, relating to any such person's possession of Non-Public Information.
ARTICLE IV
Covenants of the Company
4.1 Stock Certificate Legend. Promptly following the Closing, the Company agrees to provide Purchaser with stock certificates representing the Shares such that the appropriate legends restricting the transfer of the Shares shall not reference the Shareholders Agreement. The Company shall take all reasonable action necessary (including providing appropriate opinions of counsel to its transfer agent, if necessary) to remove such legends with respect to Shares being sold by Purchaser pursuant to the Registration Statement.
4.2 Registration Statement. The Company hereby agrees that it shall prepare and file with the SEC as soon as practicable but in no event more than 21 business days following the date hereof, a registration statement on Form S-3 (or such other form as is available for the registration of the Shares if the Company does not meet the requirements for the use of Form S-3) (the "Registration Statement"), listing Purchaser as a selling stockholder therein, to enable the resale of the Shares by Purchaser from time to time and use all commercially reasonable efforts to cause such Registration Statement to be declared effective as promptly as possible after filing and to remain continuously effective until the earlier of (1) the second anniversary of the effective date of the Registration Statement, (2) the date on which all Shares purchased by Purchaser pursuant to this Agreement have been sold thereunder or
(3) the date on which the Shares can be sold by holders thereof pursuant to Rule 144(k) promulgated under the Securities Act (the "Registration Period"). Before filing the Registration Statement, or any amendment or supplement thereto, the Company shall furnish to Purchaser copies of all such documents proposed to be filed, which documents will be subject to review of Purchaser, and the Company will not file any such documents to which Purchaser shall reasonably object in writing within three (3) business days of receipt of such document. The Registration Statement shall register, pursuant to Rule 416(a) under the Securities Act, the Shares and any additional shares of Common Stock of the Company resulting from stock splits, stock dividends, or similar transactions
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with respect to the Shares. If the Company receives notification from the SEC that the Registration Statement will be subject to no action or review from the SEC, then the Company will use its commercially reasonable efforts to cause the Registration Statement to become effective within five (5) business days after such SEC notification. In the event that, following the date hereof and prior to the end of the Registration Period, the Company does not meet the requirements for the use of Form S-3, the Company shall use such other form as is available for the registration of the Shares and shall convert such other form into Form S-3, or file a replacement registration statement on Form S-3, promptly after the first date on which it meets such requirements. The covenants of the Company pursuant to this Section 4 shall survive the Closing.
4.3 Registration Procedures and Indemnification. The Company and Purchaser hereby agree that (i) the registration procedures relating and applicable to the Registration Statement shall be governed by Sections 5(b) through Section 5(q), the last two paragraphs of Section 5, and Section 6 of the Registration Rights Agreement, dated April 15, 1999 (the "Registration Rights Agreement"), by and among the Company, NBC Universal, Inc. and Seller, which sections are hereby incorporated herein by reference, provided that: (A) to the extent of any inconsistency between this Agreement and the Registration Rights Agreement, this Agreement shall control and (B) the aggregate number of days to which Purchaser shall be subject to Black-Out (as defined in the Registration Rights Agreement) shall not exceed ninety (90) days during any period of 12 consecutive months, and (ii) the Company will indemnify Purchaser and Purchaser will indemnify the Company for matters relating to, or arising out of, the Registration Statement as set forth in the Registration Rights Agreement and that the mutual indemnification obligations of the Company and Purchaser relating to, or arising out of, the Registration Statement shall be governed by
Section 7 of the Registration Rights Agreement, which section is hereby incorporated herein by reference, except with regard to the limitation on the Company's liability included in Section 7(a) based on a Holder's failure to deliver a prospectus, which shall be incorporated by reference herein, only to the extent such Holder is subject to prospectus delivery requirement under applicable securities laws. For purposes of this Section 4.3, the term "Holder" (as defined in the Registration Rights Agreement) shall be deemed to refer to Purchaser, the term "Registrable Securities" (as defined in the Registration Rights Agreement) shall be deemed to refer to the Shares and the term "Registration Statement" shall be deemed to refer to the Registration Statement (as defined in Section 4.2 hereof) to be filed pursuant to the provisions of this Agreement.
4.4 Information. In the course of discussions relating to this Agreement and the transactions contemplated hereby, the Company has not conveyed and will not convey to Purchaser any Non-Public Information.
4.5 Reports Under the Exchange Act. With a view to making available to Purchaser the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit Purchaser to sell securities of the Company to the public without registration, the Company agrees to use its commercially reasonable efforts to:
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(a) make available and keep current public information, within the meaning of Rule 144, at all times at which it is subject to the reporting requirement of the Exchange Act.
(b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act.
ARTICLE V
Securities Laws Compliance
Purchaser shall not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any Common Stock of the Company, nor will Purchaser engage in, or permit any party on behalf of Purchaser or for the benefit of Purchaser to engage in, any short sale or other hedging transaction that results, or may result, in a disposition of any of the Shares by Purchaser, except pursuant to an effective registration statement under the Securities Act or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction or otherwise in compliance with applicable securities laws.
ARTICLE VI
Miscellaneous
6.1 Binding Effect. Except as otherwise expressly provided herein, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
6.2 Counterparts. This Agreement may be executed in multiple counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.
6.3 Entire Agreement: Survival; Indemnity. This Agreement (including the Exhibits attached hereto) constitutes the entire agreement of the parties hereto in respect of the subject matter hereof, and supersedes all prior agreements or understandings between the parties hereto in respect of the subject matter hereof. The representations and warranties of the parties will survive the Closing. Seller and Purchaser will each indemnify the other against any loss, liability or expense arising out of any material breach of any of its representations and warranties in this Agreement, provided that total liability under this indemnity will not exceed the Purchase Price. A party intending to make a claim under this indemnity will provide the other party with prompt notice of its claim and, to the extent possible, the opportunity to defend and dispose of the claim.
6.4 Expenses. Except as otherwise expressly provided in this Agreement, each of Seller and Purchaser shall bear all of the expenses (including fees and disbursements of its counsel) incurred by or on behalf of it in connection with the preparation, negotiation, execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby.
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6.5 Further Assurances. Each party hereto shall execute and deliver all such further and additional instruments and agreements and shall take such further and additional actions, as may be reasonably requested by the other party in order to evidence or carry out the provisions of this Agreement or to consummate the transactions contemplated hereby.
6.6 Governing Law. This Agreement shall be enforced, governed, and construed in all respects in accordance with the laws of the State of New York applicable to contracts made and performed in such State.
6.7 Jurisdiction; Venue. Any action, suit, or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to, this Agreement or the transactions contemplated hereby can be brought exclusively in federal court sitting in the Southern District of New York or, if such court does not have jurisdiction, any district court sitting in the Borough of Manhattan, the County of New York, New York, and each of the parties hereto hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action, suit, or proceeding and irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any such action, suit, or proceeding in any such court or that any such action, suit, or proceeding that is brought in any such court has been brought in an inconvenient forum.
6.8 Notices. Any notice, request, demand, or other communication required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if sent by hand delivery, mail (first class, certified mail, postage prepaid), facsimile, or overnight courier if to any party hereto, at the address or facsimile number set forth below such party's name on the signature pages hereto or to such other address or facsimile number as such party shall have last designated by notice to the other parties hereto in accordance with this Section. Notices sent by hand delivery shall be deemed to have been given when received or delivery is refused; notices mailed in accordance with this Section shall be deemed to have been given three days after the date so mailed; notices sent by facsimile shall be deemed to have been given when electronically confirmed; and notices sent by overnight courier shall be deemed to have been given on the next business day after the date so sent.
6.9 Severability. If any provision of this Agreement or the application of such provision to any person or circumstance shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable under the applicable law of any jurisdiction, (i) the remainder of this Agreement or the application of such provision to other persons or circumstances or in other jurisdictions shall not be affected thereby, and (ii) such invalid, illegal, or unenforceable provision shall not affect the validity or enforceability of any other provision of this Agreement.
6.10 No Third-Party Beneficiaries. Nothing express or implied in this Agreement, is intended or shall be construed to confer upon or give any person other than the parties hereto and their respective successors and permitted assigns any right, benefit, or remedy under or by reason of this Agreement.
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6.11 WAIVER OF TRIAL BY JURY. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, EACH PARTY HERETO, HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT, OR PROCEEDING, DIRECTLY OR INDIRECTLY, AT ANY TIME ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
6.12 Independent Nature of Obligations. The obligations of Purchaser under this Agreement or any document ancillary hereto (collectively, the "Transaction Documents") are several and not joint with the obligations of any other purchaser of Seller's Common Stock, and Purchaser shall not be responsible in any way for the performance of the obligations of any other purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by Purchaser or any other purchaser of Seller's Common Stock pursuant hereto or thereto, shall be deemed to constitute the Purchaser and such other purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Purchaser and such other purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Purchaser confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other purchaser to be joined as an additional party in any proceeding for such purpose.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.
SELLER:
GE CAPITAL EQUITY INVESTMENTS, INC.

By:     /s/ Ronald J. Herman, Jr.
        --------------------------------
Name:   Ronald J. Herman, Jr.
Title:  President	

Address: 120 Long Ridge Road Stamford, CT 06927 Facsimile No.: (203) 357-6527 Attention: General Counsel
PURCHASER:
Caxton International Limited

By:    /s/ Joeseph Kelly
       --------------------------------
Name:  Joeseph Kelly
Title: VP & Treasurer

By:    /s/ Maxwell Quin
       --------------------------------
Name:  Maxwell Quin
Title: VP & Secretary	

Address: c/o Prime Management Limited Mechanics Building, 12 Church Street Hamilton HM11 Bermuda Facsimile No.: (441) 295-1908 Attention: Joseph Kelly
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We hereby (i) consent to the transactions contemplated by this Agreement and agree in consideration of the benefits that will accrue to the Company by virtue of such transactions, to the provisions of Article IV of this Agreement, and (ii) confirm that Purchaser shall not become a party to, or be bound by the provisions of the Shareholders Agreement by virtue of acquiring the Shares pursuant to this Agreement.
VALUEVISION MEDIA, INC.

By:     /s/ Nathan Fagre
        --------------------------
Name:   Nathan Fagre
Title:  Senior Vice President and
        General Counsel	

12
EXHIBIT A
STOCK POWER
FOR VALUE RECEIVED, GE Capital Equity Investments, Inc., a Delaware corporation, does hereby sell, assign, and transfer to Caxton International Limited, an aggregate of 350,000 shares of Common Stock, par value $0.01 per share (the "Shares"), of ValueVision Media, Inc., a Minnesota corporation (the "Company"), standing in its name on the books of the Company, represented by Certificate No. ___ herewith, and does hereby irrevocably constitute and appoint __________________ attorney to transfer the Shares on the books of the Company with full power of substitution in the premises.
Dated: ____________, 2005
GE CAPITAL EQUITY INVESTMENTS, INC.
By: ________________________________________
Name:
Title:
 
Exhibit 23
STOCK PURCHASE AND REGISTRATION AGREEMENT
THIS STOCK PURCHASE AND REGISTRATION AGREEMENT (this "Agreement") is entered into as of July 8, 2005, between GE Capital Equity Investments, Inc., a Delaware corporation ("Seller"), and Magnetar Investment Management, LLC, a Delaware limited liability company, on behalf of a managed account for which it acts as investment manager ("Purchaser").
WHEREAS, Seller is the beneficial owner of shares of common stock, par value $0.01 per share (the "Common Stock"), of ValueVision Media, Inc., a Minnesota corporation (the "Company"); and
WHEREAS, Seller wishes to sell to Purchaser, and Purchaser wishes to purchase from Seller, 200,000 shares of Common Stock (as may be adjusted equitably to reflect any stock dividends, recapitalizations, stock splits or similar transactions, the "Shares") on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, the parties hereby agree as follows:
ARTICLE I
Sale and Purchase of Shares
1.1 Sale and Purchase of Shares. At Closing (as defined below) and on the terms set forth herein, Seller shall sell and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all right, title, and interest of Seller in and to the Shares, free and clear of all mortgages, liens, pledges, security interests, charges, restrictions, and other encumbrances ("Liens"). The closing of the purchase and sale of the Shares shall take place on the earlier of (i) the second business day following the day on which the Registration Statement (as defined in Section 4.2 below) is declared effective by the Securities and Exchange Commission (the "SEC") and (ii) September 15, 2005 (each such date referred to as the "Closing Date") at the offices of the Seller in New York City ("Closing").
1.2 Purchase Price. At Closing, Purchaser shall pay to Seller an aggregate amount equal to $2,200,000 for the Shares (the "Purchase Price") by wire transfer of immediately available funds to a bank account designated in writing by Seller.
1.3 Deliveries. At Closing, (i) Seller shall deliver to Purchaser the certificate or certificates evidencing the Shares, together with a stock power or stock powers in the form of EXHIBIT A duly executed by Seller; and (ii) Purchaser shall deliver to Seller, the Purchase Price in accordance with Section 1.2.
ARTICLE II
Representations and Warranties of Seller
Seller hereby represents and warrants to Purchaser as of the date hereof and as of the Closing Date as follows:
2.1 Organization. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.
2.2 Authorization. Seller has the requisite corporate power to execute and deliver this Agreement and to perform the transactions contemplated hereby to be performed by it. The execution and delivery by Seller of this Agreement and the performance by it of the transactions contemplated hereby to be performed by it have been duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered by the duly authorized officer of Seller and, assuming the due execution and delivery of this Agreement by Purchaser, constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
2.3 Consents and Approvals. Except as set forth in Article IV, and filings that may be required under Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), no consent, approval, waiver, order, or authorization of, or registration, declaration, or filing with, or notice to, any federal, state, or foreign court or governmental agency, authority, or body or any instrumentality or political subdivision thereof ("Governmental Entity") or any other person or entity is required to be obtained or made by Seller in connection with the execution and delivery of this Agreement by Seller, the performance by Seller of the transactions contemplated hereby to be performed by it, or the consummation of the transactions contemplated hereby.
2.4 No Conflicts. The execution and delivery of this Agreement does not, and neither the performance by Seller of the transactions contemplated hereby to be performed by it, nor the consummation of the transactions contemplated hereby, will, (i) conflict with the certificate of incorporation or bylaws of Seller, (ii) conflict with, result in any violation of, or constitute a default under any agreement to which Seller is a party, (iii) violate any order, judgment, decree, writ, or injunction ("Order") of any Governmental Entity applicable to Seller, or (iv) violate any domestic or foreign law, statute, rule, or regulation ("Law") applicable to Seller.
2
2.5 Title to Shares. Seller has good and valid title to the Shares. Seller is the record and beneficial owner of the Shares, free and clear of all Liens except as set forth in a Shareholder Agreement, dated April 15, 1999, among NBC Universal, Inc. the Seller and the Company (the "Shareholders Agreement") (which agreement will not bind Purchaser). The delivery by Seller to Purchaser of the certificate or certificates representing the Shares in accordance with this Agreement will vest Purchaser with good and valid title to the Shares, free and clear of all Liens.
2.6 Exempt from Registration. Based in part on the representations of Purchaser contained in Section 3.5 and 3.6 of this Agreement, the sale of the Shares hereunder is exempt from registration under the Securities Act of 1933, as amended (the "Securities Act").
2.7 Information. In the course of discussions relating to this Agreement and the transaction contemplated hereby, Seller has not conveyed to Purchaser any material non-public information in respect of the Company and/or the Company's business, operations, pending transactions, financial condition, results of operations, or prospects (collectively, "Non-Public Information").
ARTICLE III
Representations and Warranties of Purchaser
Purchaser hereby represents and warrants to Seller as of the date hereof and as of the Closing Date as follows:
3.1 Organization. Purchaser is an organization of the type referred to in the first paragraph of this Agreement and is duly organized, validly existing, and in good standing under the applicable laws of the jurisdictions specified.
3.2 Authorization. Purchaser has the requisite power to execute and deliver this Agreement and to perform the transactions contemplated hereby to be performed by it. The execution and delivery by Purchaser of this Agreement and the performance by it of the transactions contemplated hereby to be performed by it have been duly authorized by all necessary action on the part of Purchaser. This Agreement has been duly executed and delivered by a duly authorized officer of Purchaser and, assuming the due execution and delivery of this Agreement by Seller, constitutes a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
3.3 Consents and Approvals. No consent, approval, waiver, order, or authorization of, or registration, declaration, or filing with, or notice to, any Governmental Entity is required to be obtained or made by Purchaser in connection with the execution and delivery of this Agreement by Purchaser, the performance by Purchaser of the transactions contemplated hereby to be performed by it, or the consummation of the transactions contemplated hereby, except for any filings that may be required under Section 13 of the Exchange Act.
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3.4 No Conflicts. The execution and delivery of this Agreement does not, and neither the performance by Purchaser of the transactions contemplated hereby to be performed by it, nor the consummation of the transactions contemplated hereby, will, (i) conflict with the Certificate of Formation or Operating Agreement of Purchaser, (ii) conflict with, result in any violation of, or constitute a default under any agreement to which Purchaser is a party, or (iii) violate any Order of any Governmental Entity or any Law applicable to Purchaser.
3.5 Securities Law Matters. Purchaser understands and acknowledges that as of the date hereof the Shares have not been registered under the Securities Act, or the securities laws of any state or foreign jurisdiction, and, unless so registered, may not be offered, sold, transferred, or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction. Purchaser acknowledges that appropriate legends restricting the transfer of the Shares as aforesaid shall be placed on the stock certificates representing such Shares. Purchaser is an "accredited investor" (as defined in Rule 501(a) of Regulation D under the Securities Act). Purchaser (i) has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of purchasing the Shares, and (ii) is able to bear the economic risk of an investment in the Shares for an indefinite period, including the risk of a complete loss of any such investment. The Shares were not offered to Purchaser in any form of general solicitation or general advertisement and Purchaser (i) is acquiring the Shares for investment for an account of an "accredited investor" for which it acts as an investment manager, and not with a view to, or for sale in connection with, any distribution thereof, (ii) does not have any agreement or understanding, whether or not legally binding, with any other person or entity, to sell, pledge, engage in short sales or other hedging transactions, transfer, or otherwise distribute or dispose of the Shares or any interest therein; provided, however, that by making the representations herein, Purchaser does not agree to hold any of the shares for any minimum or specific term and reserves the right to offer and dispose of the Shares at any time in accordance with, or pursuant to, an effective registration statement or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or otherwise in compliance with applicable securities laws. Purchaser understands and acknowledges that Seller may be deemed an "affiliate" of the Company (as defined in Rule 144(a)(1) under the Securities Act).
3.6 Investigation. Purchaser believes that it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. Purchaser further represents that it has had an opportunity to ask questions and receive answers from officers and other personnel of the Company regarding the Company, its business and financial condition. Purchaser acknowledges that (i) it is a sophisticated financial institution engaged in the business of assessing and assuming investment risks in respect of securities, including securities such as the Shares and is hereby voluntarily assuming the risks relating to the transactions contemplated hereby, (ii) it is fully
4
satisfied with the Purchase Price it is paying hereunder to Seller for the Shares, (iii) Seller may in the future enter into discussions with holders of the Company's Common Stock regarding the sale of all or a portion of its other shares of the Company's Common Stock for consideration greater or lesser than or different from the Purchase Price, and/or on terms and conditions different from the terms and conditions set forth herein, (iv) Seller is consummating this transaction with Purchaser in reliance on Purchaser's acknowledgements and representations contained in this Agreement and with Purchaser's understanding and agreement that Seller is privy to Non-Public Information that may be material to a reasonable investor, such as Purchaser, and has not been provided to Purchaser by Seller or the Company, (v) Seller is under no duty or other obligation to disclose any Non-Public Information to Purchaser, and (vi) as of the date hereof, the Company has neither publicly announced its financial results for any period after April 30, 2005 nor filed any report for such period. Purchaser hereby waives and releases to the fullest extent permitted by applicable law any claim or potential claim it has or may have against Seller, the Company or their respective officers, directors, stockholders, partners, affiliates, successors, and assigns, relating to any such person's possession of Non-Public Information.
ARTICLE IV
Covenants of the Company
4.1 Stock Certificate Legend. Promptly following the Closing, the Company agrees to provide Purchaser with stock certificates representing the Shares such that the appropriate legends restricting the transfer of the Shares shall not reference the Shareholders Agreement. The Company shall take all reasonable action necessary (including providing appropriate opinions of counsel to its transfer agent, if necessary) to remove such legends with respect to Shares being sold by Purchaser pursuant to the Registration Statement.
4.2 Registration Statement. The Company hereby agrees that it shall prepare and file with the SEC as soon as practicable but in no event more than 21 business days following the date hereof, a registration statement on Form S-3 (or such other form as is available for the registration of the Shares if the Company does not meet the requirements for the use of Form S-3) (the "Registration Statement"), listing Purchaser as a selling stockholder therein, to enable the resale of the Shares by Purchaser from time to time and use all commercially reasonable efforts to cause such Registration Statement to be declared effective as promptly as possible after filing and to remain continuously effective until the earlier of (1) the second anniversary of the effective date of the Registration Statement, (2) the date on which all Shares purchased by Purchaser pursuant to this Agreement have been sold thereunder or
(3) the date on which the Shares can be sold by holders thereof pursuant to Rule 144(k) promulgated under the Securities Act (the "Registration Period"). Before filing the Registration Statement, or any amendment or supplement thereto, the Company shall furnish to Purchaser copies of all such documents proposed to be filed, which documents will be subject to review of Purchaser, and the Company will not file any such documents to which Purchaser shall reasonably object in writing within three (3) business days of receipt of such document. The Registration Statement shall register, pursuant to Rule 416(a) under the
5
Securities Act, the Shares and any additional shares of Common Stock of the Company resulting from stock splits, stock dividends, or similar transactions with respect to the Shares. If the Company receives notification from the SEC that the Registration Statement will be subject to no action or review from the SEC, then the Company will use its commercially reasonable efforts to cause the Registration Statement to become effective within five (5) business days after such SEC notification. In the event that, following the date hereof and prior to the end of the Registration Period, the Company does not meet the requirements for the use of Form S-3, the Company shall use such other form as is available for the registration of the Shares and shall convert such other form into Form S-3, or file a replacement registration statement on Form S-3, promptly after the first date on which it meets such requirements. The covenants of the Company pursuant to this Section 4 shall survive the Closing.
4.3 Registration Procedures and Indemnification. The Company and Purchaser hereby agree that (i) the registration procedures relating and applicable to the Registration Statement shall be governed by Sections 5(b) through Section 5(q), the last two paragraphs of Section 5, and Section 6 of the Registration Rights Agreement, dated April 15, 1999 (the "Registration Rights Agreement"), by and among the Company, NBC Universal, Inc. and Seller, which sections are hereby incorporated herein by reference, provided that: (A) to the extent of any inconsistency between this Agreement and the Registration Rights Agreement, this Agreement shall control and (B) the aggregate number of days to which Purchaser shall be subject to Black-Out (as defined in the Registration Rights Agreement) shall not exceed ninety (90) days during any period of 12 consecutive months, and (ii) the Company will indemnify Purchaser and Purchaser will indemnify the Company for matters relating to, or arising out of, the Registration Statement as set forth in the Registration Rights Agreement and that the mutual indemnification obligations of the Company and Purchaser relating to, or arising out of, the Registration Statement shall be governed by
Section 7 of the Registration Rights Agreement, which section is hereby incorporated herein by reference, except with regard to the limitation on the Company's liability included in Section 7(a) based on a Holder's failure to deliver a prospectus, which shall be incorporated by reference herein, only to the extent such Holder is subject to prospectus delivery requirement under applicable securities laws. For purposes of this Section 4.3, the term "Holder" (as defined in the Registration Rights Agreement) shall be deemed to refer to Purchaser, the term "Registrable Securities" (as defined in the Registration Rights Agreement) shall be deemed to refer to the Shares and the term "Registration Statement" shall be deemed to refer to the Registration Statement (as defined in Section 4.2 hereof) to be filed pursuant to the provisions of this Agreement.
4.4 Information. In the course of discussions relating to this Agreement and the transactions contemplated hereby, the Company has not conveyed and will not convey to Purchaser any Non-Public Information.
4.5 Reports Under the Exchange Act. With a view to making available to Purchaser the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit Purchaser to sell securities of the Company to the public without registration, the Company agrees to use its commercially reasonable efforts to:
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(a) make available and keep current public information, within the meaning of Rule 144, at all times at which it is subject to the reporting requirement of the Exchange Act.
(b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act.
ARTICLE V
Securities Laws Compliance
Purchaser shall not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any Common Stock of the Company, nor will Purchaser engage in, or permit any party on behalf of Purchaser or for the benefit of Purchaser to engage in, any short sale or other hedging transaction that results, or may result, in a disposition of any of the Shares by Purchaser, except pursuant to an effective registration statement under the Securities Act or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction or otherwise in compliance with applicable securities laws.
ARTICLE VI
Miscellaneous
6.1 Binding Effect. Except as otherwise expressly provided herein, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
6.2 Counterparts. This Agreement may be executed in multiple counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.
6.3 Entire Agreement: Survival; Indemnity. This Agreement (including the Exhibits attached hereto) constitutes the entire agreement of the parties hereto in respect of the subject matter hereof, and supersedes all prior agreements or understandings between the parties hereto in respect of the subject matter hereof. The representations and warranties of the parties will survive the Closing. Seller and Purchaser will each indemnify the other against any loss, liability or expense arising out of any material breach of any of its representations and warranties in this Agreement, provided that total liability under this indemnity will not exceed the Purchase Price. A party intending to make a claim under this indemnity will provide the other party with prompt notice of its claim and, to the extent possible, the opportunity to defend and dispose of the claim.
6.4 Expenses. Except as otherwise expressly provided in this Agreement, each of Seller and Purchaser shall bear all of the expenses (including fees and disbursements of its counsel) incurred by or on behalf of it in connection with the preparation, negotiation, execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby.
7
6.5 Further Assurances. Each party hereto shall execute and deliver all such further and additional instruments and agreements and shall take such further and additional actions, as may be reasonably requested by the other party in order to evidence or carry out the provisions of this Agreement or to consummate the transactions contemplated hereby.
6.6 Governing Law. This Agreement shall be enforced, governed, and construed in all respects in accordance with the laws of the State of New York applicable to contracts made and performed in such State.
6.7 Jurisdiction; Venue. Any action, suit, or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to, this Agreement or the transactions contemplated hereby can be brought exclusively in federal court sitting in the Southern District of New York or, if such court does not have jurisdiction, any district court sitting in the Borough of Manhattan, the County of New York, New York, and each of the parties hereto hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action, suit, or proceeding and irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any such action, suit, or proceeding in any such court or that any such action, suit, or proceeding that is brought in any such court has been brought in an inconvenient forum.
6.8 Notices. Any notice, request, demand, or other communication required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if sent by hand delivery, mail (first class, certified mail, postage prepaid), facsimile, or overnight courier if to any party hereto, at the address or facsimile number set forth below such party's name on the signature pages hereto or to such other address or facsimile number as such party shall have last designated by notice to the other parties hereto in accordance with this Section. Notices sent by hand delivery shall be deemed to have been given when received or delivery is refused; notices mailed in accordance with this Section shall be deemed to have been given three days after the date so mailed; notices sent by facsimile shall be deemed to have been given when electronically confirmed; and notices sent by overnight courier shall be deemed to have been given on the next business day after the date so sent.
6.9 Severability. If any provision of this Agreement or the application of such provision to any person or circumstance shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable under the applicable law of any jurisdiction, (i) the remainder of this Agreement or the application of such provision to other persons or circumstances or in other jurisdictions shall not be affected thereby, and (ii) such invalid, illegal, or unenforceable provision shall not affect the validity or enforceability of any other provision of this Agreement.
8
6.10 No Third-Party Beneficiaries. Nothing express or implied in this Agreement, is intended or shall be construed to confer upon or give any person other than the parties hereto and their respective successors and permitted assigns any right, benefit, or remedy under or by reason of this Agreement.
6.11 WAIVER OF TRIAL BY JURY. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, EACH PARTY HERETO, HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT, OR PROCEEDING, DIRECTLY OR INDIRECTLY, AT ANY TIME ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
6.12 Independent Nature of Obligations. The obligations of Purchaser under this Agreement or any document ancillary hereto (collectively, the "Transaction Documents") are several and not joint with the obligations of any other purchaser of Seller's Common Stock, and Purchaser shall not be responsible in any way for the performance of the obligations of any other purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by Purchaser or any other purchaser of Seller's Common Stock pursuant hereto or thereto, shall be deemed to constitute the Purchaser and such other purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Purchaser and such other purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Purchaser confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other purchaser to be joined as an additional party in any proceeding for such purpose.
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9
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.
SELLER:
GE CAPITAL EQUITY INVESTMENTS, INC.

By:   /s/ Ronald J. Herman, Jr.
      ----------------------------------------
Name:  Ronald J. Herman, Jr.
Title: President	

Address: 120 Long Ridge Road Stamford, CT 06927 Facsimile No.: (203) 357-6527 Attention: General Counsel
10
PURCHASER:
Magnetar Investment Management, LLC

By:    /s/ Michael P. Balkin
       ---------------------------------------
Name:  Michel P. Balkin
Title: Chief Investment Officer	

Address: 1603 Orrington Avenue, Suite 990 Evanston, IL 60201 Facsimile No.: (847) 869-2064 Attention: Michael Balkin, Chief Investment Officer
11
We hereby (i) consent to the transactions contemplated by this Agreement and agree in consideration of the benefits that will accrue to the Company by virtue of such transactions, to the provisions of Article IV of this Agreement, and (ii) confirm that Purchaser shall not become a party to, or be bound by the provisions of the Shareholders Agreement by virtue of acquiring the Shares pursuant to this Agreement.
VALUEVISION MEDIA, INC.

By:    /s/ Nathan Fagre
       -----------------------------------
Name:   Nathan Fagre
Title:  Senior Vice President and
        General Counsel	

12
EXHIBIT A
STOCK POWER
FOR VALUE RECEIVED, GE Capital Equity Investments, Inc., a Delaware corporation, does hereby sell, assign, and transfer to Magnetar Investment Management, LLC, an aggregate of 200,000 shares of Common Stock, par value $0.01 per share (the "Shares"), of ValueVision Media, Inc., a Minnesota corporation (the "Company"), standing in its name on the books of the Company, represented by Certificate No. ___ herewith, and does hereby irrevocably constitute and appoint __________________ attorney to transfer the Shares on the books of the Company with full power of substitution in the premises.
Dated: ____________, 2005
GE CAPITAL EQUITY INVESTMENTS, INC.
By:_____________________________________
Name:
Title:
 
Exhibit 24
STOCK PURCHASE AND REGISTRATION AGREEMENT
THIS STOCK PURCHASE AND REGISTRATION AGREEMENT (this "Agreement") is entered into as of July 8, 2005, between GE Capital Equity Investments, Inc., a Delaware corporation ("Seller"), and the purchasers listed on Schedule 1 hereto (each, a "Purchaser" and collectively, the "Purchasers").
WHEREAS, Seller is the beneficial owner of shares of common stock, par value $0.01 per share (the "Common Stock"), of ValueVision Media, Inc., a Minnesota corporation (the "Company"); and
WHEREAS, Seller wishes to sell to each Purchaser, and each Purchaser wishes to purchase from Seller, the number of shares of Common Stock set forth opposite the name of such Purchaser on Schedule 1 hereto (as may be adjusted equitably to reflect any stock dividends, recapitalizations, stock splits or similar transactions, the "Shares") on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, the parties hereby agree as follows:
ARTICLE I
Sale and Purchase of Shares
1.1 Sale and Purchase of Shares. At Closing (as defined below) and on the terms set forth herein, Seller shall sell and deliver to each Purchaser, and each Purchaser shall purchase and accept from Seller, all right, title, and interest of Seller in and to the Shares, free and clear of all mortgages, liens, pledges, security interests, charges, restrictions, and other encumbrances ("Liens"). The closing of the purchase and sale of the Shares shall take place on the earlier of (i) the second business day following the day on which the Registration Statement (as defined in Section 4.2 below) is declared effective by the Securities and Exchange Commission (the "SEC") and (ii) September 15, 2005 (each such date referred to as the "Closing Date") at the offices of the Seller in New York City ("Closing").
1.2 Purchase Price. At Closing, each Purchaser shall pay to Seller for the Shares the aggregate amount set forth opposite the name of such Purchaser on Schedule 1 hereto (the "Purchase Price") by wire transfer of immediately available funds to a bank account designated in writing by Seller.
1.3 Deliveries. At Closing, (i) Seller shall deliver to each Purchaser the certificate or certificates evidencing the Shares, together with a stock power or stock powers in the form of EXHIBIT A duly executed by Seller; and (ii) each Purchaser shall deliver to Seller, the Purchase Price in accordance with Section 1.2.
ARTICLE II
Representations and Warranties of Seller
Seller hereby represents and warrants to the Purchasers as of the date hereof and as of the Closing Date as follows:
2.1 Organization. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.
2.2 Authorization. Seller has the requisite corporate power to execute and deliver this Agreement and to perform the transactions contemplated hereby to be performed by it. The execution and delivery by Seller of this Agreement and the performance by it of the transactions contemplated hereby to be performed by it have been duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered by the duly authorized officer of Seller and, assuming the due execution and delivery of this Agreement by each Purchaser, constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
2.3 Consents and Approvals. Except as set forth in Article IV, and filings that may be required under Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), no consent, approval, waiver, order, or authorization of, or registration, declaration, or filing with, or notice to, any federal, state, or foreign court or governmental agency, authority, or body or any instrumentality or political subdivision thereof ("Governmental Entity") or any other person or entity is required to be obtained or made by Seller in connection with the execution and delivery of this Agreement by Seller, the performance by Seller of the transactions contemplated hereby to be performed by it, or the consummation of the transactions contemplated hereby.
2.4 No Conflicts. The execution and delivery of this Agreement does not, and neither the performance by Seller of the transactions contemplated hereby to be performed by it, nor the consummation of the transactions contemplated hereby, will, (i) conflict with the certificate of incorporation or bylaws of Seller, (ii) conflict with, result in any violation of, or constitute a default under any agreement to which Seller is a party, (iii) violate any order, judgment, decree, writ, or injunction ("Order") of any Governmental Entity applicable to Seller, or (iv) violate any domestic or foreign law, statute, rule, or regulation ("Law") applicable to Seller.
2.5 Title to Shares. Seller has good and valid title to the Shares. Seller is the record and beneficial owner of the Shares, free and clear of all Liens except as set forth in a Shareholder Agreement, dated April 15, 1999, among NBC Universal, Inc. the Seller and the Company (the "Shareholders Agreement") (which agreement will not bind the Purchasers). The delivery by Seller to the Purchasers of the certificate or certificates representing the Shares in accordance with this Agreement will vest each Purchaser with good and valid title to the Shares, free and clear of all Liens.
2.6 Exempt from Registration. Based in part on the representations of the Purchasers contained in Section 3.5 and 3.6 of this Agreement, the sale of the Shares hereunder is exempt from registration under the Securities Act of 1933, as amended (the "Securities Act").
2.7 Information. In the course of discussions relating to this Agreement and the transaction contemplated hereby, Seller has not conveyed to the Purchasers any material non-public information in respect of the Company and/or the Company's business, operations, pending transactions, financial condition, results of operations, or prospects (collectively, "Non-Public Information").
ARTICLE III
Representations and Warranties of the Purchasers
Each Purchaser hereby severally represents and warrants to Seller as of the date hereof and as of the Closing Date as follows:
3.1 Organization. Such Purchaser is an organization of the type referred to in Schedule 1 of this Agreement and is duly organized, validly existing, and in good standing under the applicable laws of the jurisdictions specified.
3.2 Authorization. Such Purchaser has the requisite power to execute and deliver this Agreement and to perform the transactions contemplated hereby to be performed by it. The execution and delivery by such Purchaser of this Agreement and the performance by it of the transactions contemplated hereby to be performed by it have been duly authorized by all necessary action on the part of such Purchaser. This Agreement has been duly executed and delivered by a duly authorized officer of such Purchaser and, assuming the due execution and delivery of this Agreement by Seller, constitutes a valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
3.3 Consents and Approvals. No consent, approval, waiver, order, or authorization of, or registration, declaration, or filing with, or notice to, any Governmental Entity is required to be obtained or made by such Purchaser in connection with the execution and delivery of this Agreement by such Purchaser, the performance by such Purchaser of the transactions contemplated hereby to be performed by it, or the consummation of the transactions contemplated hereby, except for any filings that may be required under Section 13 of the Exchange Act.
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3.4 No Conflicts. The execution and delivery of this Agreement does not, and neither the performance by such Purchaser of the transactions contemplated hereby to be performed by it, nor the consummation of the transactions contemplated hereby, will, (i) conflict with the organizational documents of such Purchaser, (ii) conflict with, result in any violation of, or constitute a default under any agreement to which such Purchaser is a party, or
(iii) violate any Order of any Governmental Entity or any Law applicable to such Purchaser.
3.5 Securities Law Matters. Such Purchaser understands and acknowledges that as of the date hereof the Shares have not been registered under the Securities Act, or the securities laws of any state or foreign jurisdiction, and, unless so registered, may not be offered, sold, transferred, or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction. Such Purchaser acknowledges that appropriate legends restricting the transfer of the Shares as aforesaid shall be placed on the stock certificates representing such Shares. Such Purchaser is an "accredited investor" (as defined in Rule 501(a) of Regulation D under the Securities Act). Such Purchaser (i) has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of purchasing the Shares, and (ii) is able to bear the economic risk of an investment in the Shares for an indefinite period, including the risk of a complete loss of any such investment. The Shares were not offered to such Purchaser in any form of general solicitation or general advertisement and such Purchaser (i) is acquiring the Shares for investment for its own account, and not with a view to, or for sale in connection with, any distribution thereof, (ii) does not have any agreement or understanding, whether or not legally binding, with any other person or entity, to sell, pledge, engage in short sales or other hedging transactions, transfer, or otherwise distribute or dispose of the Shares or any interest therein; provided, however, that by making the representations herein, such Purchaser does not agree to hold any of the Shares for any minimum or specific term and reserves the right to offer and dispose of the Shares at any time in accordance with, or pursuant to, an effective registration statement or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or otherwise in compliance with applicable securities laws. Such Purchaser understands and acknowledges that Seller may be deemed an "affiliate" of the Company (as defined in Rule 144(a)(1) under the Securities Act).
3.6 Investigation. Such Purchaser believes that it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. Such Purchaser further represents that it has had an opportunity to ask questions and receive answers from officers and other personnel of the Company regarding the Company, its business and financial condition. Such Purchaser acknowledges that (i) it is a sophisticated financial institution engaged in the business of assessing and assuming investment risks in respect of securities, including securities such as the Shares and is hereby voluntarily assuming the risks relating to the transactions contemplated hereby,
(ii) it is fully satisfied with the Purchase Price it is paying hereunder to
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Seller for the Shares, (iii) Seller may in the future enter into discussions with holders of the Company's Common Stock regarding the sale of all or a portion of its other shares of the Company's Common Stock for consideration greater or lesser than or different from the Purchase Price, and/or on terms and conditions different from the terms and conditions set forth herein, (iv) Seller is consummating this transaction with such Purchaser in reliance on such Purchaser's acknowledgements and representations contained in this Agreement and with such Purchaser's understanding and agreement that Seller is privy to Non-Public Information that may be material to a reasonable investor, such as such Purchaser, and has not been provided to such Purchaser by Seller or the Company, (v) Seller is under no duty or other obligation to disclose any Non-Public Information to such Purchaser, and (vi) as of the date hereof, the Company has neither publicly announced its financial results for any period after April 30, 2005 nor filed any report for such period. Each Purchaser hereby waives and releases to the fullest extent permitted by applicable law any claim or potential claim it has or may have against Seller, the Company or their respective officers, directors, stockholders, partners, affiliates, successors, and assigns, relating to any such person's possession of Non-Public Information.
ARTICLE IV
Covenants of the Company
4.1 Stock Certificate Legend. Promptly following the Closing, the Company agrees to provide each Purchaser with stock certificates representing the Shares such that the appropriate legends restricting the transfer of the Shares shall not reference the Shareholders Agreement. The Company shall take all reasonable action necessary (including providing appropriate opinions of counsel to its transfer agent, if necessary) to remove such legends with respect to Shares being sold by the Purchasers pursuant to the Registration Statement.
4.2 Registration Statement. The Company hereby agrees that it shall prepare and file with the SEC as soon as practicable but in no event more than 21 business days following the date hereof, a registration statement on Form S-3 (or such other form as is available for the registration of the Shares if the Company does not meet the requirements for the use of Form S-3) (the "Registration Statement"), listing each Purchaser as a selling stockholder therein, to enable the resale of the Shares by such Purchaser from time to time and use all commercially reasonable efforts to cause such Registration Statement to be declared effective as promptly as possible after filing and to remain continuously effective until the earlier of (1) the second anniversary of the effective date of the Registration Statement, (2) the date on which all Shares purchased by the Purchasers pursuant to this Agreement have been sold thereunder or (3) the date on which the Shares can be sold by holders thereof pursuant to Rule 144(k) promulgated under the Securities Act (the "Registration Period"). Before filing the Registration Statement, or any amendment or supplement thereto, the Company shall furnish to the Purchasers copies of all such documents proposed to be filed, which documents will be subject to review of the Purchasers, and the Company will not file any such documents to which the Purchasers shall reasonably object in writing within three (3) business days of receipt of such document. The Registration Statement shall register, pursuant to Rule 416(a) under the Securities Act, the Shares and any additional shares of
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Common Stock of the Company resulting from stock splits, stock dividends, or similar transactions with respect to the Shares. If the Company receives notification from the SEC that the Registration Statement will be subject to no action or review from the SEC, then the Company will use its commercially reasonable efforts to cause the Registration Statement to become effective within five (5) business days after such SEC notification. In the event that, following the date hereof and prior to the end of the Registration Period, the Company does not meet the requirements for the use of Form S-3, the Company shall use such other form as is available for the registration of the Shares and shall convert such other form into Form S-3, or file a replacement registration statement on Form S-3, promptly after the first date on which it meets such requirements. The covenants of the Company pursuant to this Section 4 shall survive the Closing.
4.3 Registration Procedures and Indemnification. The Company and the Purchasers hereby agree that (i) the registration procedures relating and applicable to the Registration Statement shall be governed by Sections 5(b) through Section 5(q), the last two paragraphs of Section 5, and Section 6 of the Registration Rights Agreement, dated April 15, 1999 (the "Registration Rights Agreement"), by and among the Company, NBC Universal, Inc. and Seller, which sections are hereby incorporated herein by reference, provided that: (A) to the extent of any inconsistency between this Agreement and the Registration Rights Agreement, this Agreement shall control and (B) the aggregate number of days to which the Purchasers shall be subject to Black-Out (as defined in the Registration Rights Agreement) shall not exceed ninety (90) days during any period of 12 consecutive months, and (ii) the Company will indemnify the Purchasers and the Purchasers will severally indemnify the Company for matters relating to, or arising out of, the Registration Statement as set forth in the Registration Rights Agreement and that the mutual indemnification obligations of the Company and the Purchasers relating to, or arising out of, the Registration Statement shall be governed by Section 7 of the Registration Rights Agreement, which section is hereby incorporated herein by reference, except with regard to the limitation on the Company's liability included in Section 7(a) based on a Holder's failure to deliver a prospectus, which shall be incorporated by reference herein, only to the extent such Holder is subject to prospectus delivery requirement under applicable securities laws. For purposes of this
Section 4.3, the term "Holder" (as defined in the Registration Rights Agreement) shall be deemed to refer to any Purchaser, the term "Registrable Securities" (as defined in the Registration Rights Agreement) shall be deemed to refer to the Shares and the term "Registration Statement" shall be deemed to refer to the Registration Statement (as defined in Section 4.2 hereof) to be filed pursuant to the provisions of this Agreement.
4.4 Information. In the course of discussions relating to this Agreement and the transactions contemplated hereby, the Company has not conveyed and will not convey to the Purchasers any Non-Public Information.
4.5 Reports Under the Exchange Act. With a view to making available to the Purchasers the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit the Purchasers to sell securities of the Company to the public without registration, the Company agrees to use its commercially reasonable efforts to:
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(a) make available and keep current public information, within the meaning of Rule 144, at all times at which it is subject to the reporting requirement of the Exchange Act.
(b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act.
ARTICLE V
Securities Laws Compliance
No Purchaser shall, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any Common Stock of the Company, nor shall any Purchaser engage in, or permit any party on behalf of such Purchaser or for the benefit of such Purchaser to engage in, any short sale or other hedging transaction that results, or may result, in a disposition of any of the Shares by such Purchaser, except pursuant to an effective registration statement under the Securities Act or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction or otherwise in compliance with applicable securities laws.
ARTICLE VI
Miscellaneous
6.1 Binding Effect. Except as otherwise expressly provided herein, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
6.2 Counterparts. This Agreement may be executed in multiple counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.
6.3 Entire Agreement: Survival; Indemnity. This Agreement (including the Exhibits attached hereto) constitutes the entire agreement of the parties hereto in respect of the subject matter hereof, and supersedes all prior agreements or understandings between the parties hereto in respect of the subject matter hereof. The representations and warranties of the parties will survive the Closing. Seller and each Purchaser severally will each indemnify the other against any loss, liability or expense arising out of any material breach of any of its representations and warranties in this Agreement, provided that total liability under this indemnity will not exceed the Purchase Price. A party intending to make a claim under this indemnity will provide the other party with prompt notice of its claim and, to the extent possible, the opportunity to defend and dispose of the claim.
6.4 Expenses. Except as otherwise expressly provided in this Agreement, Seller and each Purchaser shall bear all of the expenses (including fees and disbursements of its counsel) incurred by or on its behalf in connection with the preparation, negotiation, execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby.
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6.5 Further Assurances. Each party hereto shall execute and deliver all such further and additional instruments and agreements and shall take such further and additional actions, as may be reasonably requested by the other party in order to evidence or carry out the provisions of this Agreement or to consummate the transactions contemplated hereby.
6.6 Governing Law. This Agreement shall be enforced, governed, and construed in all respects in accordance with the laws of the State of New York applicable to contracts made and performed in such State.
6.7 Jurisdiction; Venue. Any action, suit, or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to, this Agreement or the transactions contemplated hereby can be brought exclusively in federal court sitting in the Southern District of New York or, if such court does not have jurisdiction, any district court sitting in the Borough of Manhattan, the County of New York, New York, and each of the parties hereto hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action, suit, or proceeding and irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any such action, suit, or proceeding in any such court or that any such action, suit, or proceeding that is brought in any such court has been brought in an inconvenient forum.
6.8 Notices. Any notice, request, demand, or other communication required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if sent by hand delivery, mail (first class, certified mail, postage prepaid), facsimile, or overnight courier if to any party hereto, at the address or facsimile number set forth below such party's name on the signature pages hereto or to such other address or facsimile number as such party shall have last designated by notice to the other parties hereto in accordance with this Section. Notices sent by hand delivery shall be deemed to have been given when received or delivery is refused; notices mailed in accordance with this Section shall be deemed to have been given three days after the date so mailed; notices sent by facsimile shall be deemed to have been given when electronically confirmed; and notices sent by overnight courier shall be deemed to have been given on the next business day after the date so sent.
6.9 Severability. If any provision of this Agreement or the application of such provision to any person or circumstance shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable under the applicable law of any jurisdiction, (i) the remainder of this Agreement or the application of such provision to other persons or circumstances or in other jurisdictions shall not be affected thereby, and (ii) such invalid, illegal, or unenforceable provision shall not affect the validity or enforceability of any other provision of this Agreement.
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6.10 No Third-Party Beneficiaries. Nothing express or implied in this Agreement, is intended or shall be construed to confer upon or give any person other than the parties hereto and their respective successors and permitted assigns any right, benefit, or remedy under or by reason of this Agreement.
6.11 WAIVER OF TRIAL BY JURY. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, EACH PARTY HERETO, HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT, OR PROCEEDING, DIRECTLY OR INDIRECTLY, AT ANY TIME ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
6.12 Independent Nature of Obligations. The obligations of the Purchasers under this Agreement or any document ancillary hereto (collectively, the "Transaction Documents") are several and not joint with the obligations of any other purchaser of Seller's Common Stock, and the Purchasers shall not be responsible in any way for the performance of the obligations of any other purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by the Purchasers or any other purchaser of Seller's Common Stock pursuant hereto or thereto, shall be deemed to constitute the Purchasers and such other purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers and such other purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. The Purchasers confirm that they have independently participated in the negotiation of the transaction contemplated hereby with the advice of their own counsel and advisors. The Purchasers shall be entitled to independently protect and enforce their rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other purchaser to be joined as an additional party in any proceeding for such purpose.
* * * * *
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.
SELLER:
GE CAPITAL EQUITY INVESTMENTS, INC.

By:    /s/ Ronald J. Herman, Jr.
       ------------------------------------
Name:  Ronald J. Herman, Jr.
Title: President	

Address: 120 Long Ridge Road Stamford, CT 06927 Facsimile No.: (203) 357-6527 Attention: General Counsel
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PURCHASERS:
RCG AMBROSE MASTER FUND, LTD.

By:     /s/ Mark Mitchell
        -----------------------------------
Name:   Mark Mitchell
Title:  Authorized Signatory	

Address:        666 Third Avenue
                New York, NY 10017

Facsimile No.:  (212) 845-7999
                (212) 845-7995
                Attention:  Mark Mitchell
                            Michael Neidell	

RCG HALIFAX FUND, LTD.

By:   /s/ Morgan B Stark
        -----------------------------------
Name:   Morgan B Stark
Title:  Authorized Signatory	

Address:        666 Third Avenue
                New York, NY 10017

Facsimile No.:  (212) 845-7999
                (212) 845-7995
                Attention:  Mark Mitchell
                            Michael Neidell	

RAMIUS SECURITIES, LLC

By:    /s/ Morgan B Stark
       ------------------------------------
Name:  Morgan B Stark
Title: Authorized Signatory	

Address:        666 Third Avenue
                New York, NY 10017

Facsimile No.:  (212) 845-7999
                (212) 845-7995
                Attention:  Mark Mitchell
                            Michael Neidell	

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STARBOARD VALUE AND OPPORTUNITY FUND, LLC

By:     /s/ Morgan B Stark
        -----------------------------------
Name:   Morgan B Stark
Title:  Authorized Signatory	

Address:        666 Third Avenue
                New York, NY 10017

Facsimile No.:  (212) 845-7999
                (212) 845-7995
                Attention: Mark Mitchell
                           Michael Neidell	

PARCHE, LLC

By:      /s/ Morgan B Stark
         ----------------------------------
Name:    Morgan B Stark
Title:   Authorized Signatory	

Address:        666 Third Avenue
                New York, NY 10017

Facsimile No.:  (212) 845-7999
                (212) 845-7995
                Attention: Mark Mitchell
                           Michael Neidell	

RAMIUS MASTER FUND, LTD.

By:     /s/ Morgan B Stark
         ----------------------------------
Name:    Morgan B Stark
Title:   Authorized Signatory	

Address:        666 Third Avenue
                New York, NY 10017

Facsimile No.:  (212) 845-7999
                (212) 845-7995
                Attention:  Mark Mitchell
                            Michael Neidell	

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We hereby (i) consent to the transactions contemplated by this Agreement and agree in consideration of the benefits that will accrue to the Company by virtue of such transactions, to the provisions of Article IV of this Agreement, and (ii) confirm that the Purchasers shall not become a party to, or be bound by the provisions of the Shareholders Agreement by virtue of acquiring the Shares pursuant to this Agreement.
VALUEVISION MEDIA, INC.

By:    /s/ Nathan Fagre
       -----------------------------
Name:    Nathan Fagre
Title:   Senior Vice President and
         General Counsel	

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SCHEDULE 1

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

Purchaser                                        No. of Shares                    Purchase Price
-------------------------------------- ---------------------------------- -------------------------------

RCG Ambrose Master Fund, Ltd., a                    159,600                         $1,755,600
Cayman Island company
-------------------------------------- ---------------------------------- -------------------------------

RCG Halifax Fund, Ltd., a Cayman                     36,400                          $ 400,400
Island company
-------------------------------------- ---------------------------------- -------------------------------

Ramius Securities, LLC, a Delaware                   47,600                          $ 523,600
limited liability company
-------------------------------------- ---------------------------------- -------------------------------

Starboard Value and Opportunity                      58,800                          $ 646,800
Fund, LLC, a Delaware limited
liability company
-------------------------------------- ---------------------------------- -------------------------------

Parche, LLC, a Delaware limited                      11,200                          $ 123,200
liability company
-------------------------------------- ---------------------------------- -------------------------------

Ramius Master Fund, Ltd., a Cayman                   36,400                          $ 400,400
Island company
-------------------------------------- ---------------------------------- -------------------------------

Total                                               350,000                         $3,850,000
-------------------------------------- ---------------------------------- -------------------------------	

EXHIBIT A
STOCK POWER
FOR VALUE RECEIVED, GE Capital Equity Investments, Inc., a Delaware corporation, does hereby sell, assign, and transfer to RCG Ambrose Master Fund, Ltd., an aggregate of 159,600 shares of Common Stock, par value $0.01 per share (the "Shares"), of ValueVision Media, Inc., a Minnesota corporation (the "Company"), standing in its name on the books of the Company, represented by Certificate No. ___ herewith, and does hereby irrevocably constitute and appoint __________________ attorney to transfer the Shares on the books of the Company with full power of substitution in the premises.
Dated: ____________, 2005
GE CAPITAL EQUITY INVESTMENTS, INC.
By:_________________________________________
Name:
Title:
STOCK POWER
FOR VALUE RECEIVED, GE Capital Equity Investments, Inc., a Delaware corporation, does hereby sell, assign, and transfer to RCG Halifax Fund, Ltd., an aggregate of 36,400 shares of Common Stock, par value $0.01 per share (the "Shares"), of ValueVision Media, Inc., a Minnesota corporation (the "Company"), standing in its name on the books of the Company, represented by Certificate No. ___ herewith, and does hereby irrevocably constitute and appoint______________ attorney to transfer the Shares on the books of the Company with full power of substitution in the premises.
Dated: ____________, 2005
GE CAPITAL EQUITY INVESTMENTS, INC.
By: ________________________________________
Name:
Title:
STOCK POWER
FOR VALUE RECEIVED, GE Capital Equity Investments, Inc., a Delaware corporation, does hereby sell, assign, and transfer to Ramius Securities, LLC, an aggregate of 47,600 shares of Common Stock, par value $0.01 per share (the "Shares"), of ValueVision Media, Inc., a Minnesota corporation (the "Company"), standing in its name on the books of the Company, represented by Certificate No. ___ herewith, and does hereby irrevocably constitute and appoint_____________ attorney to transfer the Shares on the books of the Company with full power of substitution in the premises.
Dated: ____________, 2005
GE CAPITAL EQUITY INVESTMENTS, INC.
By:_________________________________________
Name:
Title:
STOCK POWER
FOR VALUE RECEIVED, GE Capital Equity Investments, Inc., a Delaware corporation, does hereby sell, assign, and transfer to Starboard Value and Opportunity Fund, LLC, an aggregate of 58,800 shares of Common Stock, par value $0.01 per share (the "Shares"), of ValueVision Media, Inc., a Minnesota corporation (the "Company"), standing in its name on the books of the Company, represented by Certificate No. ___ herewith, and does hereby irrevocably constitute and appoint __________________ attorney to transfer the Shares on the books of the Company with full power of substitution in the premises.
Dated: ____________, 2005
GE CAPITAL EQUITY INVESTMENTS, INC.
By: ________________________________________
Name:
Title:
STOCK POWER
FOR VALUE RECEIVED, GE Capital Equity Investments, Inc., a Delaware corporation, does hereby sell, assign, and transfer to Parche, LLC, an aggregate of 11,200 shares of Common Stock, par value $0.01 per share (the "Shares"), of ValueVision Media, Inc., a Minnesota corporation (the "Company"), standing in its name on the books of the Company, represented by Certificate No. ___ herewith, and does hereby irrevocably constitute and appoint __________________ attorney to transfer the Shares on the books of the Company with full power of substitution in the premises.
Dated: ____________, 2005
GE CAPITAL EQUITY INVESTMENTS, INC.
By: ________________________________________
Name:
Title:
STOCK POWER
FOR VALUE RECEIVED, GE Capital Equity Investments, Inc., a Delaware corporation, does hereby sell, assign, and transfer to Ramius Master Fund, Ltd., an aggregate of 36,400 shares of Common Stock, par value $0.01 per share (the "Shares"), of ValueVision Media, Inc., a Minnesota corporation (the "Company"), standing in its name on the books of the Company, represented by Certificate No.___ herewith, and does hereby irrevocably constitute and appoint___________ attorney to transfer the Shares on the books of the Company with full power of substitution in the premises.
Dated: ____________, 2005
GE CAPITAL EQUITY INVESTMENTS, INC.
By: ________________________________________
Name:
Title:
 
Exhibit 25
POWER OF ATTORNEY
The undersigned, General Electric Capital Services, Inc., a Delaware corporation (hereinafter referred to as the "Corporation") does hereby make, constitute and appoint the persons listed below as the Corporation's true and lawful agent and attorney-in-fact (hereinafter referred to as the "Attorney") to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described.
Name of Attorney:

Michael A. Gaudino                      Jack Campo
James C. Ungari                         Barbara J. Gould
Preston H. Abbott                       Ivan Fong
Barbara A. Lane                         Alex Urquhart
Leon E. Roday                           Amy Fisher
Alan Lewis                              Mark Kaplow
Ward Bobitz                             Eileen Brumback
Patricia Merrill                        Barbara Daniele
Michael Pastore                         Carlos Carrasquillo
Ronald Herman                           Anthony DiGiacomo
Frank Ertl                              Kevin Korsh
William Carstanjen	

Each Attorney shall have the power and authority to do the following:
To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Corporation with regard to any securities owned by the Corporation, General Electric Capital Corporation or any of their subsidiaries.
And, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing.
Agreements, commitments, documents, instruments and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder.
Unless revoked by the Corporation, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on December 31, 2005.
This Power of Attorney supersedes in its entirety the Power of Attorney granted by the Corporation on November 14, 2004 that was scheduled to expire on February 6, 2005.
IN WITNESS WHEREOF, the Corporation has caused the Power of Attorney to be executed, attested and its corporate seal to be affixed pursuant to authority granted by the Corporation's board of directors, as of the 7th day of February 2005.
General Electric Capital Services, Inc.
(Corporate Seal)

                                        By: /s/ Brian T. McAnaney
                                            -----------------------------------
                                            Brian T. McAnaney, Vice President,
                                            General Counsel and Secretary

Attest:	

Assistant Secretary

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Exhibit 26
POWER OF ATTORNEY
The undersigned, General Electric Company, a New York corporation (hereinafter referred to as the "Corporation") does hereby make, constitute and appoint the persons listed below as the Corporation's true and lawful agent and attorney-in-fact (hereinafter referred to as the "Attorney") to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described.

Name of Attorney:

             Michael A. Gaudino                      Jack Campo
             James C. Ungari                         Barbara J. Gould
             Preston H. Abbott                       Ivan Fong
             Barbara A. Lane                         Alex Urquhart
             Leon E. Roday                           Amy Fisher
             Alan Lewis                              Mark Kaplow
             Ward Bobitz                             Eileen Brumback
             Patricia Merrill                        Barbara Danielle
             Michael Pastore                         Carlos Carrasquillo
             Ronald Herman                           Anthony DiGiacomo
             Frank Ertl                              Kevin Korsh
             William, Carstanjen	

Each Attorney shall have the power and authority to do the following:
To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Corporation with regard to any securities owned by the Corporation, General Electric Capital Corporation or any of their subsidiaries.
And, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing.
Agreements, commitments, documents, instruments and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder.
Unless revoked by the Corporation, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on December 31, 2005.
This Power of Attorney supersedes in its entirety the Power of Attorney granted by the Corporation on November 14, 2004 that was scheduled to expire on February 6, 2005.
IN WITNESS WHEREOF, the Corporation has caused the Power of Attorney to be executed, attested and its corporate seal to be affixed pursuant to authority granted by the Corporation's board of directors, as of the 7th day of February 2005.
General Electric Company
(Corporate Seal)

                                         By: /s/ Philip D. Ameen
                                             -------------------------------
                                             Philip D. Ameen
                                             Vice President

Attest:	

Assistant Secretary

2