First Amendment to Employment Agreement

This First Amendment to Employment Agreement made by and between E. 
Alexander Glover ("Associate") and Hello Direct, Inc. (the "Company") , 
shall become effective July 1, 1997. 

The parties hereto agree to amend the Employment Agreement made by 
and between them as of March 24, 1995 ("the Agreement"), a copy of which 
is attached hereto for reference, as follows:
1. Section l(a) of the Agreement is amended to provide as 
follows:
       The Company agrees to employ Associate under the terms of 
this Agreement in the position of President and Chief Operating Officer. 
Associate shall report to the Board of Directors. Associate shall have 
the responsibilities normally associated with the Company's chief 
operating officer. 
2. Section 2(a) of the Agreement is amended to provide as 
follows:
     For all services to be rendered by Associate pursuant to this 
Agreement, the Company agrees to pay Associate a base salary (the "Base 
Salary") at an annual rate of not less than $300,000. Base Salary shall 
be paid in periodic installments in accordance with the Company's 
regular payroll practices. 
3. Section 2 (b) of the Agreement is amended to provide that 
Associate shall be eligible to participate in the Company's management 
bonus plan and receive an annual bonus of not less than 50% of Base 
Salary if the Company meets certain targeted financial criteria. 
4. Section 2(c) is added to the Agreement to provide as follows: 
      The Company's Board of Directors, acting by its Compensation 
Committee or another designee, shall review Associate's compensation 
package, including Base Salary, bonus, employee benefits, and stock 
options, on an annual basis, commencing in January, 1998. In no event, 
however, shall Associate's Base Salary be reduced below $300,000 per 
annum. 
5.  Section 3(c) (iii) of the Agreement is amended to provide as 
follows: 
       (iii) a change in reporting from the Board of Directors to 
another officer. 
6.  The second sentence of Section 5(a) of the Agreement is 
amended to provide as follows: 
       The Company agrees that on each anniversary of the Effective 
Date, Associate shall be granted an additional incentive stock option to 
purchase a minimum of 50,000 shares of Common Stock at an exercise price 
equal to the fair market value on the date of the grant; provided that, 
at the discretion of the Compensation Committee of the Board of 
Directors, the total exercise price for the additional options granted 
pursuant to this sentence on any one anniversary may be limited to 
$500,000. 
7.  Section 7(a) (i) of the Agreement is amended to provide that 
with respect to termination occurring after March 24, 1998 the time 
period for payment of the Severance Payment and the benefits referred to 
therein shall be twelve (12) months. 
8. The first sentence of Section 11 of the Agreement is amended 
to provide as follows- This Agreement shall terminate on March 24, 2001. 
9. The last sentence of Section 11 of the Agreement is amended 
to provide as follows:
     No payments shall be required pursuant to Section 7 (a)(i) of 
this Agreement for any termination of employment occurring after March 
24, 2001. 
     Except as amended herein, the Agreement shall remain in full 
force and effect in accordance with its terms. 
IN WITNESS WHEREOF, each of the parties, in the case of the Company 
by its duly authorized officer or director, has executed this First 
Amendment to Employment Agreement, as of the day and year first above 
written. 

HELLO DIRECT, INC. 



By:     /s/ E. Alexander Glover                 By:     /s/ John B. Mumford
        E. Alexander Glover                             John B. Mumford