Concepts Direct, Inc.
          2002 Incentive Compensation Plan for Senior Officers,
        Key Officers, Managers, Supervisors and Professional Staff
                 (Confidential - For Internal Use Only)
                     (Effective January 1, 2002)

Purpose:

The primary objective of Concepts Direct, Inc. is to focus on
quality throughout our business, while maximizing the long-term
value of the Company for shareholders.  Key elements of this
objective include achieving 6 Successful Brands by accomplishing
the following:

  * Improved revenue compared to the same period of the prior
    year, by brand and Company-wide.

  * Increased earnings and sales levels compared to the same
    period of the prior year.

  * Acceptable fill rate levels, while avoiding excessive
    inventory buildup.

  * Excellent customer service levels at all times.

  * Completion of department related projects and key
    initiatives.

The purpose of the 2002 Incentive Compensation Plan (the Plan) is
to encourage the management staff of the Company to focus on these
goals.

Plan Rules

1.  The Plan is the only plan under which payments in addition to
    salary can be made to the Plan participants.

2.  Plan participants will be named at the discretion of the CEO
    and/or the Board of Directors of the Company.  Not all persons
    in a job title will necessarily be selected for participation.
    Individuals hired or promoted into positions, which may be
    eligible to participate in the Plan, may become participants of
    the Plan at the sole discretion of the CEO and/or the Board of
    Directors.

3.  In order to participate in the Plan, a person must be an
    employee on the last calendar day of the period covered.

4.  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 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.

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

6.  "Base Salary" and "Base Salaries" of Plan participants will be
    defined as the actual amount of salary paid to the employee(s)
    during the period, excluding any non-salary items, such as
    reimbursement for relocation expenses.  The amount of salary
    paid to the employee(s) will be calculated based on actual
    payments made, not when such salaries are earned.  In other
    words, if a W-2 were prepared for the employee(s) for the
    period, what amount would it show?

7.  "Base Salary" and "Base Salaries" will be accumulated only for
    time worked in qualifying positions, based on the effective
    date of transfers as monitored by the Human Resources
    department.

8.  Participation in the 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.

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

10. The Company will distribute a copy of the Plan to each eligible
    employee participant.  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 rules of the
    Plan.  The employee participant must sign and return a copy of
    the memo to participate in the Plan.

11. The Company reserves the right to discontinue or revise the
    Plan and/or its rules and eligibility requirements at any
    time.

12. Occasionally the Finance Department may make erroneous
    payments to an employee(s) under the 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(s) on a basis to be determined by the
    CFO.

13. Interpretation of terms of the Plan will be made by the CEO.
    The Chairman of the Nominations and Compensation Committee of
    the Board of Directors will act as arbitrator for any disputes
    in interpretation of the Plan which cannot be resolved by the
    CEO.

14. Employees should be aware that the purpose of the Board of
    Directors in establishing the Plan is to reward and incent the
    achievement of certain profit and/or other financial
    milestones that may surpass previous Company performance.
    Accordingly, it should be anticipated that future Plans, if
    adopted, might require higher performance milestones to be met
    for bonuses to be paid.

             2002 Senior Officer Incentive Compensation

The following sections outline 2002 Incentive Compensation for
Senior Officers of Concepts Direct Inc.  All references to Pre-Tax
Profit relate to the audited financial statement line "Income
(loss) before income taxes", excluding any extraordinary gain such
as sale of land, sale of partnership interest, etc.  It is
intended to be pre-tax profit from operation of our direct
retailing business, excluding profits or losses on real estate or
other unusual items.

In addition to base salary, each participant will be eligible to
receive a bonus based on the following criteria:

1. Annual Revenue Bonus: A bonus for achieving annual revenue
   growth objectives will be paid IF and only if Company pretax
   earnings are within an acceptable range (as detailed below) and
   annual Company revenue exceeds $89,324,000.  If these criteria
   are met, the Annual Revenue Bonus will be one of the following
   percentages of 2002 Salary:

     No bonus if pre-tax profit for the year is less than $250,000
      5% If Pre-Tax Profit After Bonus Is $250,000 - $500,000
     20% If Pre-Tax Profit After Bonus Is $500,001 - $1,000,000
     30% If Pre-Tax Profit After Bonus Is 1,000,001 - $2,456,000
     40% If Pre-Tax Profit After Bonus Is $2,456,001 - $2,809,000
     50% If Pre-Tax Profit After Bonus Is $2,809,001 or Higher

2. Alternative Annual Pre-Tax Profit Bonus: A bonus for achieving
   annual pre-tax profit objectives will be paid IF and only if the
   Annual Revenue Bonus (item 2, above) is not paid AND Company
   revenue exceeds $70,000,000.

In such case, the Alternative Annual Pre-Tax Profit Bonus will be
one of the following percentages of 2002 Salary:

     No bonus if pre-tax profit for the year is less than $250,000
      2% If Pre-Tax Profit After Bonus Is $250,000 - $500,000
     10% If Pre-Tax Profit After Bonus Is $500,001 - $1,000,000
     20% If Pre-Tax Profit After Bonus Is $1,000,001 - $2,456,000
     30% If Pre-Tax Profit After Bonus Is $2,456,001 - $2,809,000
     40% If Pre-Tax Profit After Bonus Is $2,809,001 or Higher

3. Additional Bonus For Achieving Specific Objectives: If the
   Company has Pre-Tax Profit of $2,456,000 or more, each senior
   officer will receive 3% of 2002 Salary for each of the
   following goals that is achieved:

     * Colorful Images revenue exceeds $51,534,000
     * Colorful Images direct contribution exceeds $9,785,000
     * Snoopy revenue exceeds $7,493,000
     * Snoopy direct contribution exceeds $838,000
     * Collectibles revenue exceeds $3,951,000
     * Collectibles direct contribution exceeds $639,000
     * Linda Anderson revenue exceeds $14,005,000
     * Linda Anderson direct contribution exceeds $492,000
     * The Music Stand revenue exceeds $8,065,000
     * The Music Stand direct contribution exceeds $184,000
     * NewBargains.com effectively liquidates excess inventory
          (board opinion)


              2002 Key Officer Incentive Compensation

The following sections outline 2002 Incentive Compensation for Key
Officers of Concepts Direct,  Inc.  All references to Pre-Tax
Profit relate to the audited financial statement line "Income
(loss) before income taxes", excluding any extraordinary gain such
as sale of land, sale of partnership interest, etc.  It is
intended to be pre-tax profit from operation of our direct
retailing business, excluding profits or losses on real estate or
other unusual items.

In addition to base salary, each participant will be eligible to
receive a bonus based on the following criteria:

1. Annual Revenue Bonus: A bonus for achieving annual revenue
   growth objectives will be paid IF and only if Company pretax
   earnings are within an acceptable range (as detailed below) and
   annual Company revenue exceeds $89,324,000.  If these criteria
   are met, the Annual Revenue Bonus will be one of the following
   percentages of 2002 Salary:

     No bonus if pre-tax profit for the year is less than $250,000
      2% If Pre-Tax Profit Is $250,000 - $500,000
      9% If Pre-Tax Profit Is $500,001 - $1,000,000
     12% If Pre-Tax Profit Is $1,000,001 - $2,456,000
     15% If Pre-Tax Profit Is $2,456,001 - $2,809,000
     18% If Pre-Tax Profit Is $2,809,001 or Higher

2. Alternative Annual Pre-Tax Profit Bonus: A bonus for achieving
   annual pre-tax profit objectives will be paid IF and only if
   the Annual Revenue Bonus (item 2, above) is not paid AND
   Company revenue exceeds $70,000,000.

In such case, the Alternative Annual Pre-Tax Profit Bonus will be
one of the following percentages of 2002 Salary:

     No bonus if pre-tax profit for the year is less than $250,000
      1% If Pre-Tax Profit Is $250,000 - $500,000
      4% If Pre-Tax Profit Is $500,001 - $1,000,000
      8% If Pre-Tax Profit Is $1,000,001 - $2,456,000
     12% If Pre-Tax Profit Is $2,456,001 - $2,809,000
     18% If Pre-Tax Profit Is $2,809,001 or Higher

3. Additional Bonus For Achieving Specific Objectives: If the
   Company has Pre-Tax Profit of $2,456,000 or more, each eligible
   officer will receive 1% of 2002 Salary for each of the following
   goals that is achieved:

     * Colorful Images revenue exceeds $51,534,000
     * Colorful Images direct contribution exceeds $9,785,000
     * Snoopy revenue exceeds $7,493,000
     * Snoopy direct contribution exceeds $838,000
     * Collectibles revenue exceeds $3,951,000
     * Collectibles direct contribution exceeds $639,000
     * Linda Anderson revenue exceeds $14,005,000
     * Linda Anderson direct contribution exceeds $492,000
     * The Music Stand revenue exceeds $8,065,000
     * The Music Stand direct contribution exceeds $184,000
     * NewBargains.com effectively liquidates excess inventory
          (board opinion)