SENIOR SECURED PROMISSORY NOTE

$2,000,000.00               Denver, Colorado         March 28, 2002

FOR VALUE RECEIVED, the undersigned, CONCEPTS DIRECT, INC., a
Delaware corporation ("Borrower"), promises to pay to PHILLIP A.
and LINDA S. WILAND ("Lender"), the principal amount of Two
Million Dollars ($2,000,000.00), with interest from the date
hereof on the unpaid principal balance under this Note at the rate
of ten percent (10%) per annum (on the basis of a 360-day year and
the actual number of days elapsed).  This Note shall be due and
payable in monthly installments in the amount of Forty-Two
Thousand Four Hundred Ninety-Four Dollars and Nine Cents
($42,494.09), commencing on April 25, 2002 and continuing on the
same day of each calendar month thereafter; provided that all
accrued and unpaid interest and the entire unpaid principal amount
shall be due and payable in a lump sum payment on the earlier to
occur of (the "Maturity Date"):  (a) March 27, 2007 and (b) the
date on which the indebtedness under this Note is accelerated as
provided for under this Note.  In addition, on the Maturity Date,
any and all costs and expenses provided for under this Note shall
be due and payable. All payments under this Note shall be made to
Lender or its order, in lawful money of the United States of
America and in immediately available funds delivered to Lender by
automatic bank draft to Lender's account, ABA No. 304072080,
Account No. 6309179249 at Commercial Federal Bank, 700 Fifth
Avenue, Longmont, CO 80501, Reference: Phillip A. or Linda S.
Wiland or at such other place within the United States as Lender
or any holder hereof shall designate in writing for such purpose
from time to time.  If a payment under this Note otherwise would
become due and payable on a Saturday, Sunday or legal holiday, the
due date thereof shall be extended to the next day which is not a
Saturday, Sunday or legal holiday, and interest shall be payable
thereon during such extension.  All amounts due under this Note
shall be payable without defense, set off or counterclaim. Each
payment under this Note shall be applied in the following order:
(a) to the payment of costs and expenses which Borrower is
required to pay pursuant to the provisions of this Note; (b) to
the payment of accrued and unpaid interest; and (c) to the payment
of outstanding principal.  Lender and each holder hereof shall
have the continuing and exclusive right to apply or reverse and
reapply any and all payments under this Note. This Note may be
prepaid in whole or in part at any time upon not less than five
(5) days written notice of Borrower's intention to make any such
prepayment, which notice shall specify the date and amount of such
prepayment.  The written notice of Borrower to make a prepayment
under this Note shall create an obligation of Borrower to pay the
amount specified on the date specified in such notice.  Any
prepayment made prior to March 28, 2003 shall be subject to
Prepayment Premium (as defined below), which shall be due and
payable on the date of the prepayment.  Any prepayment made on or
after March 29, 2003 shall be without premium or penalty.
Interest shall be paid to the date of payment on the principal
amount prepaid.  Any partial principal prepayment under this Note
shall be applied first against the installments of principal due
under this Note in the reverse order of their maturity, with no
change in the required amount of the monthly installments due
under this Note prior to those installments prepaid in whole or in
part.  For purposes of this Note, the "Prepayment Premium" shall
equal five percent (5%) of the principal balance outstanding at
the time of prepayment.

Each of the following shall constitute an "Event of Default":
  (a) The Company fails to pay when due and payable (whether at
      maturity or otherwise) the full amount of interest then
      accrued on the Note and the continuance thereof for thirty
      (30) days, or the full amount of any principal payment
      (together with any applicable premium) on the Note or any
      other amounts payable under the Note on the date due.
  (b) A judgment creditor of the Company shall obtain possession
      of any of the Collateral by any means, including, but not
      limited to, levy, distraint, replevin or self-help.
  (c) The Secured Parties' Lien, or the priority thereof, on any
      portion of the Collateral shall become impaired or otherwise
      unenforceable, and such impairment or unenforceability is
      not cured within ten (10) days.
  (d) The Company shall become insolvent or admit in writing its
      inability to pay its debts generally as they come due; or
      the Company shall institute a voluntary case seeking
      liquidation or reorganization under the United States
      Bankruptcy Code, or shall consent to the institution of an
      involuntary case thereunder against it; or the Company shall
      file a petition initiating or shall otherwise institute any
      similar proceeding under any other applicable federal or
      state law, or shall consent thereto; or the Company shall
      apply for, or by consent or acquiescence there shall be an
      appointment of, a receiver, liquidator, sequestrator,
      trustee or other officer with similar powers, or the Company
      shall make an assignment for the benefit of creditors; or,
      if an involuntary case shall be commenced seeking the
      liquidation or reorganization of the company under the
      United States Bankruptcy Code, or any similar proceeding
      shall be commenced against the Company under any other
      applicable federal or state law, and (i) the petition
      commencing the involuntary case is not timely controverted,
      or (ii) the petition commencing the involuntary case is not
      dismissed within thirty (30) days of its filing, or (iii) an
      interim trustee is appointed to take possession of all or a
      portion of the property and/or to operate all or any part of
      the business of the Company, or (iv) an order for relief
      shall have been issued or entered therein; or a decree or
      order of a court having jurisdiction in the premises for the
      appointment of a receiver, liquidator, sequestrator, trustee
      or other officer having similar powers over the Company, or
      of all or a part of the property of any of the foregoing,
      shall have been entered; or any other similar relief shall
      be granted against the Company under any applicable federal
      or state law. If any Event of Default has occurred and is
      continuing, then the interest rate under this Note shall
      increase immediately by an increment of two (2) percentage
      points.  If any such Event of Default has occurred and
      continues for a period of three hundred sixty (360) days
      thereafter, then the interest rate under this Note shall
      increase by a further increment of two (2) percentage points
      (for a total increase of four (4) percentage points).  Any
      increase of the interest rate resulting from the operation
      of this paragraph shall terminate as of the close of
      business on the date on which no Events of Default exist
      (subject to subsequent increases pursuant to this
      paragraph).  If an Event of Default has occurred, then the
      aggregate outstanding principal amount due under this Note
      (together with all accrued interest and all other amounts
      due and payable hereunder) shall become immediately due and
      payable without any action on the part of Lender, and
      Borrower shall immediately pay to Lender all amounts due and
      payable under this Note.   If Lender demands immediate
      payment of all or any portion of this Note, Borrower shall
      immediately pay to Lender all amounts due and payable under
      this Note.  In no event shall interest be charged under this
      Note which would violate any applicable law. If the rate of
      interest provided for herein would otherwise exceed the
      maximum rate permitted by applicable law, then the interest
      rate shall be reduced to the maximum rate permitted by
      applicable law.

This Note is secured under a Security Agreement, by and between
the Company and the Lender dated as of the date hereof (the
"Security Agreement").  Reference is hereby made to the Security
Agreement dated as of the date hereof by and between the Borrower
and the Lender for a description of the nature and extent of the
security for this Note and the rights with respect to such
security of the holder of this Note.  Nothing herein shall be
deemed to limit the rights of Lender under this Note, all of which
rights and remedies are cumulative. In the event that the Company
issues a promissory note to a third party equal to or greater than
Two Million Dollars ($2,000,000) on or before April 30, 2002, in
addition to the rights granted to the Lender hereunder, and under
a Warrant to Purchase Common Stock of the Company issued by the
Company and dated as of the date hereof, and the Security
Agreement, the Lender shall receive any and all other rights
granted to such third party, including without limitation, rights
with respect to registration rights, and preemptive rights,
subject to the Lender agreeing to provide such third party a pro
rata share in the Security provided to Lender under the Security
Agreement. No waiver or modification of any of the terms of this
Note shall be valid or binding unless set forth in a writing
specifically referring to this Note and signed by a duly
authorized officer of Lender or any holder of this Note, and then
only to the extent specifically set forth therein. If any default
occurs in any payment due under this Note, Borrower and all
guarantors and endorsers hereof, and their successors and assigns,
promise to pay all costs and expenses, including attorneys' fees,
incurred by each holder hereof in collecting or attempting to
collect the indebtedness under this Note, whether or not any
action or proceeding is commenced.  None of the provisions hereof
and none of the holder's rights or remedies under this Note on
account of any past or future defaults shall be deemed to have
been waived by the holder's acceptance of any past due
installments or by any indulgence granted by the holder to
Borrower. Borrower and all guarantors and endorsers hereof, and
their successors and assigns, hereby waive presentment, demand,
diligence, protest and notice of every kind, and agree that they
shall remain liable for all amounts due under this Note
notwithstanding any extension of time or change in the terms of
payment of this Note granted by any holder hereof, any change,
alteration or release of any property now or hereafter securing
the payment hereof or any delay or failure by the holder hereof to
exercise any rights under this Note.  Borrower and all guarantors
and endorsers hereof, and their successors and assigns, hereby
waive the right to plead any and all statutes of limitation as a
defense to a demand under this Note to the full extent permitted
by law. This Note shall inure to the benefit of Lender, its
successors and assigns and shall bind the heirs, executors,
administrators, successors and assigns of Borrower.  Each
reference herein to powers or rights of Lender shall also be
deemed a reference to the same power or right of such assignees,
to the extent of the interest assigned to them. In the event that
any one or more provisions of this Note shall be held to be
illegal, invalid or otherwise unenforceable, the same shall not
affect any other provision of this Note and the remaining
provisions of this Note shall remain in full force and effect. Any
notice required or permitted hereunder or pursuant to the Note
Purchase Agreement shall be in writing and shall be deemed to have
been given upon delivery if personally delivered or upon deposit
if deposited in the United States mail for mailing by certified
mail, postage prepaid and addressed as follows:

If to Lender: Phillip A. and Linda S. Wiland
              8000 North 41st Street
              Longmont, Colorado 80503

If to Borrower:	Concepts Direct, Inc.
                2950 Colorful Avenue
                Longmont, Colorado  80504-6214
                Attention:

With a copy to: McGuireWoods LLP
                One James Center
                901 East Cary Street
                Richmond, Virginia 23219-4030
                Attention:  Kevin D. Pomfret, Esq.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, IN ALL RESPECTS,
INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE,
THIS NOTE AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED
BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF COLORADO APPLICABLE TO CONTRACTS MADE AND PERFORMED IN
THAT STATE, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA.  BORROWER HEREBY CONSENTS AND AGREES THAT THE STATE OR
FEDERAL COURTS LOCATED IN DENVER, COLORADO, SHALL HAVE EXCLUSIVE
JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN
BORROWER AND LENDER PERTAINING TO THIS NOTE OR TO ANY MATTER
ARISING OUT OF OR RELATING TO THIS NOTE, PROVIDED, THAT LENDER AND
BORROWER ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE
TO BE HEARD BY A COURT LOCATED OUTSIDE OF DENVER, COLORADO, AND,
PROVIDED, FURTHER, NOTHING IN THIS NOTE SHALL BE DEEMED OR OPERATE
TO PRECLUDE LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION
IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY
OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR
OTHER COURT ORDER IN FAVOR OF LENDER.  BORROWER EXPRESSLY SUBMITS
AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT
COMMENCED IN ANY SUCH COURT, AND BORROWER HEREBY WAIVES ANY
OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL
JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY
CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS
DEEMED APPROPRIATE BY SUCH COURT.  BORROWER HEREBY WAIVES PERSONAL
SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY
SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS,
COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR
CERTIFIED MAIL ADDRESSED TO BORROWER AT THE ADDRESS SET FORTH
ABOVE AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE
EARLIER OF ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT
IN THE U.S. MAILS, PROPER POSTAGE PREPAID. BECAUSE DISPUTES
ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST
QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT
PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO
APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT
DISPUTES ARISING HEREUNDER OR RELATING HERETO BE RESOLVED BY A
JUDGE APPLYING SUCH APPLICABLE LAWS.  THEREFORE, TO ACHIEVE THE
BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF
ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY
IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,
WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG LENDER AND
BORROWER ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL
TO THE RELATIONSHIP ESTABLISHED IN CONNECTION WITH, THIS AGREEMENT
OR THE TRANSACTIONS RELATED HERETO.

IN WITNESS WHEREOF, Borrower has caused this Senior Secured
Promissory Note to be duly executed the day and year first above
written.

CONCEPTS DIRECT, INC.
a Delaware corporation
By:
Name:   Cody S. McGarraugh
Title:  Chief Financial Officer