Exhibit 10.1

LOAN AGREEMENT

THIS AGREEMENT, dated as of December 31, 2002, is betweenGaiam, Inc. and
its 100% owned subsidiaries(the "Company"), 360 Interlocken Blvd., Suite 300, Broomfield, Colorado 80021 (address), andWells Fargo Bank West,
N.A.(the "Bank"), 1242 Pearl Street, P.O. Box 227, Boulder, Colorado.

ARTICLE I

DEFINITIONS

Section 1.1The terms defined in this Article shall have the meanings specified for all purposes of this
Agreement.



ARTICLE II

THE COMMITMENT

Section 2.1The Bank agrees, on the terms herein set forth, to make Loans to the Company under a Revolving Line of
Credit in an aggregate amount not exceeding the lesser of the Borrowing Base or $15,000,000.00. The Loans may be in the form of cash advances or Letters of Credit as requested by the Company on or
before the Commitment Expiration Date, when said Loans, together with interest thereon, shall be due and payable. The amount available for Loans at any time shall be the lesser of $15,000,000.00 or
the Borrowing Base,minusthe aggregate principal amount of all outstanding cash advances and outstanding Letter of Credit issued hereunder.
Calculations of the Borrowing Base shall be submitted to the Bank quarterly and with each Loan advance, on the basis of the information and certificates provided pursuant to Sections 4.1(a) and
(b) below; however, compliance with the Borrowing Base limitation is a continuing obligation. However, the Company may request advances under any given Borrowing Base Certificate for a period
of forty days without providing additional certificates. If any time the aggregate balance outstanding on the Loans exceeds the Borrowing Base, the excess shall become immediately due and
payable and shall be paid to the Bank within five business days after written notice to the Company.

Section 2.2The Company may request the Bank to issue, or cause to have issued by a third party bank, Letters of
Credit. Maturing drafts drawn in accordance with the terms of the Letters of Credit shall be payable in full when due, either through the cash assets of the Company or by a draw against funds then
available under Section 2.1. The Letters of Credit will be priced on a fee basis, dependent on the costs of complying with the terms of each Letter of Credit or ensuing draft. Each Letter of
Credit shall have an expiration date as requested by the Company; however, with respect to any Letter of Credit for which an expiration date later than the Commitment Expiration Date is requested:
(a) such later date shall be consistent with the Company's usual and customary practice for Letter of Credit transactions during the immediately preceding 12 months, and (b) on or
before the Commitment Expiration Date the Company shall provide collateral reasonably acceptable to the Bank for any draws on such Letter of Credit after the Commitment Expiration Date.

Section 2.3The Loan described in Section 2.1 shall be evidenced by a Promissory Note in the maximum
principal amount of $15,000,000.00, payable to the order of the Bank on or before January 31, 2005.

Section 2.4The Loan described in Sections 2.1 shall bear interest at a rate equal to the lower of Wells Fargo
Bank West, N.A. Prime Rate (the "Prime Rate") minus 1/2% as in effect from time to time, which rate shall change, without notice, whenever the Prime Rate changes, to and including
maturityorthe 30 day London Interbank Offered Rate (LIBOR) as quoted on the first business day of each calendar month plus 275 basis points.
Overdue principal and (to the extent legally enforceable)overdue interest, whether caused by acceleration of maturity or otherwise, shall bear interest at a rate four percentage points above the rate
in effect at the time such principal or interest becomes due.

Section 2.5The Company shall have the right to repay the Loans in part or in whole at any time without penalty except
as noted below; however, prepayment in full must be accompanied by payment of all accrued interest then due.

Section 2.6All payments made by the Company on account of principal and of interest shall be made in immediately
available funds to the Bank.

Section 2.7The Bank's commitment to make the initial and all subsequent Loans hereunder shall be subject to the
following conditions:



ARTICLE III

REPRESENTATION AND WARRANTIES

The Company represents and warrants to the Bank as follows:

Section 3.1The Company is duly organized, validly existing, and in good standing under the laws of the State of
Colorado, and is duly qualified to do business wherever necessary to carry on its present operations.

Section 3.2The making and performance of this Agreement is within the Company's corporate powers; has been duly
authorized by all necessary corporate action; does not require any stockholder consent; does not require the approval of any federal or state regulatory authority; does not contravene any law,
regulation or agreement to which the Company is a party or by which it or its assets may be bound;
and will not conflict with any provision of the articles of incorporation, bylaws or other governing documents of the Company.

Section 3.3This Agreement is the legal, valid and binding obligation of the Company, enforceable in accordance with
its terms.

Section 3.4There is no pending, nor to the best of the Company's knowledge threatened, action or proceedings before
any court or administrative agency that may materially adversely affect the Company's financial condition or operations as of the date of this Agreement. The Company hereby agrees to notify the Bank
in writing of any subsequent action or proceedings before any court or administrative agency that, in the judgment of the Company's management based on the advise of legal counsel, may materially
adversely affect the Company's financial condition or operations. Said notice shall be given to the Bank within 30 days of such determination.

Section 3.5The Company has good and marketable title to all of its material properties or assets (except leased
assets), and none of such material properties or assets included in the Borrowing Base are subject to any mortgage, pledge, loan security interest, encumbrance or any other security agreement or
arrangement of any type whatsoever except the security interests, liens and encumbrances permitted by this Agreement and Permitted Liens permitted pursuant to Section 4.2(f).

Section 3.6Except for any Tax Disputes permitted pursuant to Section 4.2(f), to the best of the Company's
knowledge and information no material claim for taxes, whether federal, state or local, are presently being assessed against the Company with respect to any past due taxes, nor are there any tax
disputes being litigated or determined by governmental proceedings at the present time that have not been reflected in the financial statements of the Company previously furnished to the Bank.

Section 3.7The Company or property of the Company as of the date of this Agreement is not the subject of any ongoing
litigation, judgment, decree, order, citation, complaint, or notice of violation relating to or arising out of environmental laws or issues. For purposes of this Agreement, Contamination and
Contaminated shall mean the presence of solid or hazardous wastes, hazardous substances, pollutants or contaminants, petroleum, toxic or hazardous constituents, or similar materials, as such terms are
defined under any federal, state, or local statute, whether currently or subsequently enacted, or under common law. The Company hereby agrees to notify the Bank in writing of any subsequent action or
proceedings before any court or administrative agency that, in the judgment of the Company's management based on the advise of legal counsel, makes the Company the subject of litigation, judgment,
decree, order, citation, compliant, or notice of violation relating to or arising out of environmental laws or issues, which may materially adversely affect the Company's financial condition. Said
notice shall be given to the Bank within 30 days of such determination.

ARTICLE IV

COVENANTS OF THE COMPANY

SECTION 4.1So long as the Company may borrow hereunder and until payment in full of the Note and performance of all
other obligations of the Company under this Agreement, the Company shall:





Section 4.2So long as the Company may borrow hereunder and until payment in full of the Note and performance
of all other obligations of the Company hereunder, the Company shall not:









ARTICLE V

EVENTS OF DEFAULT

Section 5.1The occurrence of any of the following events shall be an "Event of Default", unless cured within ten
business days of written notice to the Company by the Bank:

Section 5.2Upon the occurrence of an Event of Default, the obligation of the Bank to make advances under this
Agreement or any other loan commitment to the Company and to issue Letters of Credit shall terminate and the Bank may declare the principal balance, together with accrued interest thereon, to be
immediately due and payable, and the same shall forthwith become immediately due and payable without presentment, protest, notice or demand of any kind, all of which are hereby expressly waived by the
Company. Upon any such Event of Default, the Bank may proceed with each and every remedy provided for it in this Agreement, the Note, or security agreements and other instruments executed in
connection with the Loans, anything in said instruments to the contrary notwithstanding, and may pursue any other remedy available to the Bank, whether in law or equity, to enforce collection of all
sums due and owing to the Bank, all of such right and remedies being cumulative and not exclusive of all rights and remedies which the Bank has or may have against the Company.

ARTICLE VI

MISCELLANEOUS

Section 6.1No failure on the part of the Bank in exercising any power or right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power preclude any other or further exercise thereof or the exercise of any other right or power hereunder. No modification or
waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be in writing and then such a waiver or consent
shall be effective only in the specific instance and for the purposes for which it was given. No notice or demand on the Company in any case shall entitle it to any other or further notice or demand
in similar or other circumstances.

Section 6.2No modification of this Agreement shall be effective unless the same be in writing and mutually agreeable
between the two parties.

Section 6.3The Company agrees to pay all costs incurred by both parties in connection with the enforcement of any
provision of this Agreement, the collection of the Note or the foreclosure or realization upon any security therefor, except as otherwise ordered by a court or arbitrator.

Section 6.4This Loan Agreement supercedes a document of the same name dated March 25,2002, as amended.

Section 6.5The Company agrees to defend, indemnify, and hold harmless the Bank for, from, and against and to
reimburse the Bank with respect to any and all claims, actions, costs and expenses whatsoever (including, without limitation, attorneys fees and expenses and costs reasonably incurred), known or
unknown, asserted against or incurred by the Bank at any time by reason of or arising out of or relating to any actual or alleged violation of any existing or future environmental law or actual or
threatened Contamination relating to the property or activities of the Company, whether or not such contamination was in violation of any environmental statute. This indemnity shall last indefinitely
and is specifically intended to survive this Agreement.

Section 6.6All notices or other communications required or permitted under this Agreement shall be in writing and
shall be deemed given when personally delivered or mailed to the respective parties' addresses as set forth above. On any matters dealing with Events of Default, the Bank shall deliver written notice
either in person or via registered mail at the address shown above to all of the following: the Company's Chairman, its President, and its Chief Financial Officer of record as of the date of said
notice. While notice shall be made to the people in all three positions, notice so given shall serve as notice to the Company when received by any one person in one or more of these positions.

Section 6.7This Agreement and the rights and obligations of the parties hereunder shall be construed and interpreted
in accordance with the laws of the State of Colorado.

|Wells Fargo Bank West, N.A. |  | Gaiam, Inc.                                           
|--------------------------- |  | ------------------------------------------------------
|By:                         |  | /s/THOMAS H. STAUFFERThomas H. Stauffer
Vice President



EXHIBIT "A"
BORROWING BASE CERTIFICATE

Wells Fargo Bank West, N. A.(hereinafter referred to as the Bank)
1242 Pearl Street, P.O. Box 227
Boulder, Colorado 80303-0227

COMPANY
NAME:Gaiam, Inc.

|COLLATERAL:                                  |  |                                                                                                                                                     
|-------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|1.                                           |  | Accounts Receivable as of                                                                                                                           
|                                             |  | Total uncollected balances due on open book                                                                                                         
|                                             |  | Accounts Receivable                                                                                                                                 
|Less:                                        |  | Assigned accounts which are more than sixty days past due according to the assigned selling terms or to which there exists a dispute with the debtor
|Less:                                        |  | Receivables from affiliated companies                                                                                                               
|Less:                                        |  | Receivables from officers and employees                                                                                                             
|Less:                                        |  | Unassigned Receivables from Federal Govt.                                                                                                           
|Total eligible amount of Accounts Receivable |  |                                                                                                                                                     
|75% of eligible Accounts Receivable          |  |                                                                                                                                                     
|2.                                           |  | Eligible inventory, as described in Section 1.1 (a) 50% of eligible amount of Merchandise Inventory allowed                                         
|3.                                           |  | Total eligible collateral Assigned to the Bank (Accounts Receivable + Inventory)                                                                    
|BORROWINGS:                                  |  |                                                                                                                                                     
|4.                                           |  | Amount outstanding previous to this date                                                                                                            
|5.                                           |  | Today's Borrowings                                                                                                                                  
|6.                                           |  | Total Borrowings outstanding as of today                                                                                                            
|7.                                           |  | Total Borrowing Availability under the Security Agreement                                                                                           
|                                             |  | Amount Available for Borrowing after Today (subtract (6) from the lessor of (7) or (3)                                                              

We
further certify that there have been no sales, returns, allowances or rebates, or other adjustments or credits in connection with the above mentioned assigned accounts and that the
above mentioned assigned accounts represent valid indebtedness which the respective debtors are under legal valid obligation to pay when due, and that none of such accounts is subject to any right of
deduction, set-off or counter-claim, and that we have not accepted any note, trade acceptance or other form of settlement of any of the above Accounts Receivable, except as above noted and
that the above merchandise inventory is unencumbered except to the Bank and that said inventory has been kept in good condition and repair.

We
further certify that there is no default in the conditions set forth in the Security Agreement and Loan Agreement dated December 31, 2002.

COMPANY:Gaiam, Inc.

OFFICER
OF COMPANY:



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