Standard Form of Agreement Between Owner and Contractor Where the Basis of Payment Is the Cost of the Work Plus a Fee with or Without a Guaranteed Maximum Price

                           STANDARD FORM OF AGREEMENT
                          BETWEEN OWNER AND CONTRACTOR

                       Where the basis of payment is the
                          COST OF THE WORK PLUS A FEE
                   with or without a Guaranteed Maximum Price
                                  1995 Edition

This Document has important legal consequences; consultation with an attorney is
           encouraged with respect to its completion or modification.

 The 1987 Edition of AIA Document A201, General Conditions of the Contract for
 Construction, is adopted in this document by reference. Do not use with other
              general conditions unless this document is modified.


AGREEMENT

Made as of the 1st day of May in the year of Nineteen Hundred and Ninety Seven.

BETWEEN the Owner:      CONCEPTS DIRECT, INC.
(Name and Address)      1351 South Sunset Street
                        Longmont, CO 80501-6549

and the Contractor:     SAUNDERS CONSTRUCTION, INC.
(Name & Address)        6950 South Jordan Road
                        PO Box 3908
                        Englewood, CO 80155

the Project is:         CONCEPTS DIRECT
(Name & Address)        2950 Colorful Avenue
                        Longmont, CO 80504

                part of
                     in

The Architect is:       INTERGROUP, INC.        
                        2696 South Colorado Boulevard
                        Denver, CO 80222

The Owner and Contractor agree as set forth below.
   2
                                   ARTICLE 1
                             THE CONTRACT DOCUMENTS

1.1     The Contract Documents consist of this Agreement, Conditions of the
        Contract (General, Supplementary and other Conditions). Drawings,
        Specifications, Addenda issued prior to execution of this Agreement,
        other documents listed in this Agreement and Modifications issued after
        execution of this Agreement, these form the Contract and are as fully a
        part of the Contract as if attached to this Agreement or repeated
        herein. The Contract represents the entire and integrated agreement
        between the parties hereto and supersedes prior negotiations,
        representations or agreements, either written or oral. An enumeration of
        the Contract Documents, other than Modifications, appears in Article 16.
        If anything in the other Contract Documents is inconsistent with the
        Agreement, this Agreement shall govern.

                                   ARTICLE 2
                           THE WORK OF THIS CONTRACT

2.1     The Contractor shall execute the entire Work described in the Contract
Documents, except to the extent specifically indicated in the Contract Documents
to be the responsibility of others, or as follows:

All Work for the Project will be in accordance with the Contract Documents with
the Budget/Qualifications noted in Attachment B.

This contract is expressly contingent on the Owner providing to Saunders
Construction, Inc. not later than May 15, 1997, a written BANK COMMITMENT of
construction funding in terms acceptable to Saunders Construction, Inc. this
evidence will reference to the source of funds. The Owner agrees to supply
evidence of CONCEPTS DIRECT CORPORATE RESOLUTION FOR EXECUTION OF this
agreement. THE CONTRACTOR WILL PERMIT OWNER TO ASSIGN THIS AGREEMENT TO A LENDER
AS ADDITIONAL COLLATERAL FOR THE CONSTRUCTION LOAN AND CONTRACTOR WILL PERMIT
THIS AGREEMENT TO BE REASONABLY AMENDED TO SATISFY CONSTRUCTION LENDERS
REQUIREMENTS.

                                   ARTICLE 3
                          RELATIONSHIP OF THE PARTIES

3.1     The Contractor accepts the relationship of trust and confidence
established by this Agreement and covenants with the Owner to cooperate with the
Architect and utilize the Contractor's best skill, efforts and judgment in
furthering the interests of the Owner; to furnish efficient business
administration and supervision; to make bets efforts to furnish at all times an
adequate supply of workers and materials; and to perform the Work in the best
way and most expeditious and economical manner consistent with the interests of
the Owner. The Owner agrees to exercise best efforts to enable the Contractor to
perform the Work in the best way and most expeditious manner by furnishing and
approving in a timely way information required by the Contractor and making
payments to the Contractor in accordance with requirements of the Contract
Documents.

                                   ARTICLE 4
                DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

4.1     The date of commencement is the date from which the Contract Time of
Subparagraph 4.2 is measured; it shall be the date of this Agreement, as first
written above, unless a different date is stated below or provision is made for
the date to be fixed in a notice to proceed issued by the Owner.

DATE OF COMMENCEMENT IS: FEBRUARY 27, 1997.

Execution of this agreement constitutes the Notice to Proceed from the Owner
subject to any restrictions noted above.

4.2     The Contractor shall achieve Substantial Completion of the entire Work
not later than SEPTEMBER 9, 1997. * IF CONTRACTOR ACHIEVES EARLIER SUBSTANTIAL