SENIOR SECURED PROMISSORY NOTE

$2,000,000.00                                    Los Angeles, California
                                                          April 26, 2002

          FOR VALUE RECEIVED, the undersigned, CONCEPTS DIRECT,
INC., a Delaware corporation ("Borrower"), promises to pay to
PHILLIP A. WILAND, an individual ("P.Wiland"), and LINDA S.
WILAND, an individual ("L.Wiland, and together with P.Wiland,
referred to herein as "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 June 1, 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) May 1, 2007 and (b) the date
on which the indebtedness under this Note is accelerated as
provided for under this Note or that certain Note and Warrant
Purchase Agreement dated as of April 26, 2002 by and among
Borrower, Lender and St. Cloud Capital Partners LP, a Delaware
limited partnership (as the same may be amended, supplemented or
otherwise modified from time to time, the "Note Purchase
Agreement"; capitalized terms used and not defined herein have the
meanings set forth in the Note Purchase Agreement).  In addition,
on the Maturity Date, any and all costs and expenses provided for
under this Note and the Note Purchase Agreement, 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,
Colorado 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 and the
Note Purchase Agreement 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 or the
Note Purchase Agreement; (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 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 April 26,
2003, except for mandatory prepayments made upon a Real Estate
Transfer, 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 April 26, 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.

          Upon the occurrence of a Real Estate Transfer, Borrower
shall apply the Net Proceeds of such Real Estate Transfer to
prepay this Note as set forth in Section 7.13 of the Note Purchase
Agreement.

          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 of the type described in Section 10.1(h) of the Note
Purchase Agreement 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 an Event of Default
(other than the type described in Section 10.1(h) of the Note
Purchase Agreement) has occurred and is continuing, then Lender
may declare all or any portion of the outstanding principal amount
due under this Note (together with all accrued interest and all
other amounts due and payable hereunder) to be immediately due and
payable and may demand immediate payment of all or any portion of
the outstanding principal amount due under this Note (together
with all accrued interest and all other amounts due and payable
hereunder) owed to Lender.  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.
Notwithstanding the foregoing, the remedies with respect to the
Collateral shall be subject to the terms and conditions of the
Security Agreement.  In no event shall interest be charged un der
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 the Security Documents.
Reference is hereby made to the Note Purchase Agreement and the
Security Documents 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 or the any
other Transaction Document, all of which rights and remedies are
cumulative.

          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 (except such notices
as may be required under the Note Purchase Agreement), 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 or the Note Purchase
Agreement.  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:  Cody S. McGarraugh

   With a copy to:  McGuire Woods 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 CALIFORNIA 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 LOS ANGELES COUNTY, CITY OF LOS
ANGELES, 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 LOS ANGELES COUNTY, CITY OF LOS ANGELES, 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 NOTE 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:/s/Cody S. McGarraugh
                                 Cody S. McGarraugh
                                 Chief Financial Officer