CONCEPTS DIRECT INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>rex10d.txt
<TEXT>

Exhibit 10(d) - 2001 Incentive Compensation Plan for officers of the
registrant.

                                Concepts Direct, Inc.
                      2001 Management Incentive Compensation Plan
                         (Confidential - For Internal Use Only)
                              (Effective January 1, 2001)

Purpose:

The primary objective of Concepts Direct, Inc. is to maximize the long-term
value of the Company for shareholders.  Key elements of this objective include
achieving:

      Improved profitability compared to the same period of the prior year.
      Increased sales levels compared to the same period of the prior year.
      Excellent customer service levels at all times.
      Retention of key executive and management staff.

The purpose of the 2001 Management Incentive Compensation Plan (the Plan) is
to encourage the management staff of the company to focus on these goals.


Plan Components:

1.  Company Earnings: Each quarter, additional compensation may be available
    for distribution to Plan participants based on the Earnings Per Share
    (EPS) achieved by the Company during the period. It is the goal of the
    Company for EPS to be higher every quarter than they have ever been during
    that calendar quarter.  The EPS bonus component of the Plan is established
    with this goal in mind. The criteria for the calculation of the EPS bonus
    amount follows:

       EPS calculations will be made based on "Diluted EPS" as defined by
       FASB.
       Bonuses earned in the period will reduce the Company's net income before
       calculation of the EPS bonus.
       EPS calculations will be made based on the number of shares outstanding
       based on the Company's published financial statements.
       EPS calculations will be calculated excluding any tax-effected gain on
       the sale of capital assets of the Company producing a gain greater than
       $50,000 per transaction.  For purposes of this provision, capital
       assets of the Company will include property and equipment, real estate,
       investments such as stock or debt instruments and intangibles such as
       the sale of a catalog concept.

    The dollar amounts paid under this component of the Plan are specified in
    the table below.


                                                           Quarterly
         EPS this Qtr. vs. Prior Record Same Qtr. (1)      Bonus Pool

            EPS 300% or More of Prior Record                $250,000
            EPS 250% - 299% of Prior Record                 $225,000
            EPS 225% - 249% of Prior Record                 $200,000
            EPS 200% - 224% of Prior Record                 $175,000
            EPS 176% - 199% of Prior Record                 $150,000
            EPS 150% - 175% of Prior Record                 $125,000
            EPS 140% - 149% of Prior Record                 $100,000
            EPS 130% - 139% of Prior Record                 $ 80,000
            EPS 121% - 129% of Prior Record                 $ 70,000
            EPS 111% - 120% of Prior Record                 $ 60,000
            EPS 101% - 110% of Prior Record                 $ 50,000
            EPS 90%  - 100% of Prior Record                 $ 25,000
            EPS 80%  -  89% of Prior Record                 $ 20,000
            EPS 60%  -  79% of Prior Record                 $ 15,000
            EPS 40%  -  59% of Prior Record                 $ 10,000
            EPS 10%  -  39% of Prior Record                 $  5,000
            EPS Less than 10% of Prior Record               $    --

         (1)The following are the record earnings per share and the years
         in which each was set:
            1st Qtr:   $0.15 (1997)
            2nd Qtr:   $0.08 (1997)
            3rd Qtr:   $0.09 (1994)
            4th Qtr:   $0.38 (1996)
            Note:  a new fourth quarter record may be set in 2000.

         Payments of bonus amounts shall only be made if Company performance
         meets or exceeds (on a cumulative year-to-date basis) certain
         benchmarks.  Such benchmarks should not be considered Company goals
         or projections, but are instead a measurement of the minimum
         acceptable performance under which payments may be made under this
         component of the Management Incentive Compensation Plan.  For 2001,
         these benchmarks are:

                Quarter             Cumulative Year-to-Date EPS

               Q1, 2001                       N/A
               Q2, 2001              Loss no greater than $0.27
               Q3, 2001              Loss no greater than $0.35
               Q4, 2001              Loss no greater than $0.15

         Payments of bonus amounts under the Company Earnings component of
         the Plan will be distributed to eligible Plan participants based on
         the "Base Salary" paid to each individual Plan participant as a
         percentage of the total "Base Salaries" of all eligible Plan
         participants.

2.  Management Team Performance:  Each quarter, up to $37,500 will be avail-
    able for distribution to Plan participants based on the following criteria:

       Not later than the first business day of each quarter, the CEO will
       establish ten or more management goals for the quarter.  Such goals may
       be set or modified at the sole discretion of the CEO.

       For each goal successfully achieved, a dollar amount equal to $37,500
       divided by the number of goals set for the quarter will be added to
       available bonus pool.

       The total funds available will be distributed to the eligible plan
       participants in accordance with the Plan rules outlined below.

    Payments of bonus amounts under the Management Team Performance component
    of the Plan will be distributed to eligible Plan participants based on
    the "Base Salary" paid to each individual Plan participant as a percentage
    of the total "Base Salaries" of all eligible Plan participants.

3.  Chief Executive Officer Bonus Compensation:
    In addition to normal base pay, and participation in the Company Earnings
    and Management Team Performance components of the Plan, J. Michael Wolfe
    shall be paid a one-time bonus amount equal to $100,000 in the event the
    Company reports a positive net income as reported on the Company's audited
    financial statements for the year ended December 31, 2001.

4.  Chairman of the Board Bonus Compensation:
    In addition to normal base pay, and participation in the Company Earnings
    and Management Team Performance components of the Plan, Phillip A. Wiland
    shall be paid up to two one-time bonus amounts of $100,000 each (a total
    bonus amount of $200,000), for deals he arranges which result in net
    incremental revenue and contribution to the Company.

    Criteria for payments under this program will be as follows:

       The deal(s) must be arranged by Mr. Wiland and be completely
       incremental to the Company.

       The deal(s) must be approved in advance by the CEO and must be merged
       into normal Company operations.

       For all deals that meet the above criteria, tracking methods will be
       established by the CFO and approved by the Compensation Committee of
       the Board of Directors, to evaluate the impact of each individual deal
       on contribution.  For purposes of this calculation, Contribution is
       defined as total revenue associated with the specific deal recorded in
       the period, less:

          Variable costs incurred specifically in connection with revenue
          generated by the deal; and

          Appropriate allocations of any existing fixed cost(s) that are
          dedicated specifically in support of the deal.  Examples of such
          costs might include programmer time, creative designer time, etc.
          Such costs will be included in the calculation of contribution to
          reflect the opportunity cost of dedicating such assets and/or
          resources to a qualifying deal, rather than another project.

          Incremental fixed costs, including the costs of assets and/or
          employees hired specifically in support of one or more qualifying
          deals.

       Contribution will not be affected by Mr. Wiland's base pay or by any
       bonus amounts paid to Mr. Wiland during the period.

       Contributions for all deals, whether positive or negative, will be
       accumulated on a year-to-date basis.

       When the total net amount of contribution for the current year reaches
       or exceeds $200,000, $100,000 will be paid as a bonus.

       When the total net amount of contribution for the current year reaches
       or exceeds $400,000, an additional $100,000 will be paid as a bonus.

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 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.

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 quarterly
    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 quarter, 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 contain-
    ing 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.

    Concepts Direct, Inc.        CONFIDENTIAL           2001 Mgmt. Incentive
    Effective 01/01/01                                   Compensation Plan

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