CONCEPTS DIRECT, INC.

1999 INCENTIVE COMPENSATION PLAN

Effective January 1, 1999

The primary financial objective of Concepts Direct, Inc., is to maximize the
value of the Company for shareholders.  A key element - probably
the key element - of achieving this objective is significant,
steady profit improvement.

Concepts Direct wants to increase profits steadily and significantly.
Encouraging our staff to achieve these goals every quarter  is the purpose
of this 1999 Incentive Compensation Plan.

For purposes of making the final calculations of amounts due under the plan
set forth herein, Average " Shareholders' Equity will be determined by the
external auditors in the course of audits.
For illustration herein .....$20,500,000

Return on average equity (ROAE) is calculated by averaging the Shareholders'
Equity from each of the four quarterly financial statements, and dividing
the result into after-tax net profit at the end of the year.  Bonuses earned
in 1999 will reduce the Company's net income before calculation of the ROAE
bonus.  "Net Profit" as used herein means Net Income after bonuses and
taxes excluding any tax-effected gain on the sale of capital assets of the
Company.  "EPS" as used herein will also be adjusted to exclude tax-effected
gain on the sale of capital assets of the Company.

It is the goal of the Company for Earnings per share (EPS) to be higher
every quarter than they have ever been during that calendar quarter.
The quarterly incentive compensation plan is established with this
goal in mind.  EPS calculations will be made based on "Diluted
EPS" as defined by FASB.

In order to participate in the Incentive Compensation Plan,  a person must
be an employee on both the the first business day and last calendar
day of period covered.  For the annual incentive bonus, the participant
must be an employee on both the first working day in January and December
31, 1999.  A person joining the plan later in January, for example, would
not be eligible for the annual incentive bonus, nor the first quarter bonus.
If they are an employee on the first day and the last day of each of the
remaining three quarters, though, they will be eligible for any incentive
bonuses earned for those quarters.

Persons who voluntarily leave the employ of the company will not receive any
incentive compensation which is payable but as yet unpaid on the date of
their termination of employment.  Persons who are terminated involuntarily
will be paid any amount they would have received for a period which was
complete prior to their termination.

All incentive compensation payable under this plan shall be paid in full
within 120 days after the close of the applicable period, with the specific
date to be set by the Chief Financial Officer.

For purposes of computing annual or quarterly bonuses, "Base Salary" is
defined as actual number of base payroll dollars (gross -- before
deductions) but excluding previously paid quarterly and/or annual bonuses
the employee has received during the period.  This means that if for any
reason there is an adjustment in salary during the period the amount to
which the incentive compensation percentage will be applied is the sum, as
described above, that the employee has received during the period. In other
words, if we were to make up a W-2 for the quarter, what would it show?
For purposes of computing annual bonuses, "Base Salary" is defined as W-2
earnings before 401-K deductions and excluding previously paid quarterly
and/or annual bonuses and other non-salary items, such as reimbursement for
relocation expense.

Quarterly bonuses will only be paid if the Company is profitable on a
year-to-date basis.  For example, if the Company makes money during the
second quarter of 1999, but lost a greater amount of money during the first
quarter (thus leaving the Company in a loss status on a year to date basis),
no second quarter bonus will be paid.


Staff members not named in the plan are not participants in the plan.

Participation in the Incentive Compensation Plan does not constitute a
guarantee of employment, either in a position covered by the plan, or with
the Company, for any fixed period of time.  It is not an employment
contract of any kind, nor a forward commitment on the part of the company
for compensation of any nature, in any amount, or for any fixed period of
time.

The 1999 Incentive Compensation Plan is the only plan under which payments
in addition to salary, can be made to the named individuals.  Any other
benefit or compensation plans or payment desired or determined necessary for
other employees must be submitted in writing to Personnel for consideration
and may be implemented only after approval by the CEO.

The Company reserves the right to promote, demote, reassign or terminate the
employment of any person under this plan in the same manner as if the
person were not under the plan.

The Company will distribute a copy of the plan to each eligible employee.
At the same time, a cover memo will be distributed containing an
affirmation stating that the employee has read, understands and agrees to
abide by the regulations of the Incentive Compensation Plan.  The employee
must sign and return a copy of the memo to participate in the Incentive
Compensation Plan.

The Company reserves the right to discontinue or revise the Incentive
Compensation Plan and/or its regulations and eligibility requirements at any
time.

Occasionally, the Finance Department may make erroneous payments to a
employees under the Incentive Compensation Plan. If this occurs, the
employee receiving the payment is responsible for notifying Finance that an
error has occurred.  After discovery of the error, Finance will correct
their prior action by deducting the appropriate amount from subsequent
payments to the employee on a basis to be determined by the CFO.

Employees should be aware that the purpose of the Board of Directors in
establishing this incentive compensation plan is to reward achievement of
profit milestones which surpass previous company performance. Accordingly,
it should be anticipated that future incentive compensation plans, if
adopted, will most likely require increased profitability for bonuses to be
paid.

1. Base Monthly Salaries:
                                                    Actual at   Proposed
Name         Department Job Title (1)         Plan  12/1/98     1999

Frank Marcus Accounting Chief Financial Officer	A    $8,550     $8,550
Phil Wiland  Executive  Chairman                A    $20,833    $20,833
Mike Wolfe   Executive  President               A    $17,500    $17,500


The incentive compensation plan is divided into Plans A, B and C.  The
participants of these plans are defined as follows:

1. The Participants of Plan A consist of all officers of the Company with
the following titles:

Chairman
President
Vice President
Chief Financial Officer
										
										
2. Annual Bonus Based on Companywide Return on Average Equity (ROAE) for
1999.


                                PLAN A      PLAN B     PLAN C
                    THRESHOLD   BONUS AS    BONUS AS   BONUS AS
ROAE                NET PROFIT  % OF BASE   % OF BASE  % OF BASE

100.00%    up       20,500,000   60.00%     20.00%     8.00%
85.00% to 99.99%    17,425,000   58.00%     19.75%     7.80%
75.00% to 84.99%    15,375,000   56.00%     19.50%     7.60%
65.00% to 74.99%    13,325,000   54.00%     19.00%     7.40%
55.00% to 64.99%    11,275,000   52.00%     18.50%     7.20%
45.00% to 54.99%     9,225,000   50.00%     18.00%     7.00%
35.00% to 44.99%     7,175,000   45.00%     16.00%     6.00%
25.00% to 34.99%     5,125,000   35.00%     12.00%     4.50%
21.00% to 24.99%     4,305,000   25.00%      8.00%     3.00%
16.00% to 20.99%     3,280,000   15.00%      5.00%     2.00%
12.00% to 15.99%     2,460,000    5.00%      2.00%     0.00%
8.00% to 11.99%	     1,640,000    2.00%      0.50%     0.00%
BELOW 8%                          0.00%      0.00%     0.00%

										
3.  Quarterly Bonus Based on "Diluted EPS" as defined by FASB:

                                           Plan A       Plan B       Plan C
                                         Qtrly Bonus  Qtrly Bonus  Qtrly Bonus
                                           As % of      As % of      As % of
EPS this Qtr. vs. Prior Record Same Qtr. Annual Base  Annual Base  Annual Base
										
EPS 300% or More of Prior Record           25.00%        6.25%        2.00%
EPS 250% - 299% of Prior Record            24.00%        6.00%        1.90%
EPS 225% - 249% of Prior Record            23.00%        5.50%        1.80%
EPS 200% - 224% of Prior Record            22.00%        5.25%        1.70%
EPS 176% - 199% of Prior Record            18.00%        5.00%        1.60%
EPS 150% - 175% of Prior Record            14.00%        4.50%        1.50%
EPS 140% - 149% of Prior Record            12.00%        3.50%        1.20%
EPS 130% - 139% of Prior Record            10.00%        3.00%        0.90%
EPS 121% -129% of Prior Record              8.00%        2.25%        0.75%
EPS 115% - 120% of Prior Record             6.00%        2.00%        0.60%
EPS 101% -114% of Prior Record              4.00%        1.40%        0.40%
EPS 90% - 100% of Prior Record              2.30%        0.80%        0.25%
EPS 80% - 89% of Prior Record               2.00%        0.70%        0.20%
EPS 60% - 79% of Prior Record               1.70%        0.60%        0.15%
EPS 40% - 59% of Prior Record               1.00%        0.35%        0.00%
EPS 10% - 39% of Prior Record               0.30%        0.10%        0.00%
EPS Less than 10% of Prior Record           0.00%        0.00%        0.00%


The following are the record earnings per share and the years in which each
was set; 1st QTR: $.15 (1997); 2nd Qtr: $.08 (1997): 3rd Qtr: $.09 (1994);
4th Qtr: $.38 (1996).  (Note: a new fourth quarter record may be set in
1998.)

									
									
									
4.  Additional Annual Bonus for Phillip A. Wiland and J. Michael Wolfe Only:
If all of the following objectives are achieved in 1999,  Phillip A. Wiland
and J. Michael Wolfe will each receive an additional bonus equal to 50% of
their 1999 base salary:

a. Revenues in 1999 exceed $110,000,000; and
b. EPS in 1999 exceeds $1.50; and
c. Market Capitalization of the Company's stock at December 31, 1999 exceeds
$125,000,000.