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                                                                    EXHIBIT 10.1
                                                                    ------------

                                   AGREEMENT

                                    BETWEEN

                               HELLO DIRECT, INC.

                                      AND

                       TRANSTECH ELECTRONICS (S) PTE LTD


*  CERTAIN INFORMATION IN THIS EXHIBIT INDICATED BY * HAS BEEN OMITTED AND
   FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL
   TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
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                               TABLE OF CONTENTS
<TABLE>
<CAPTION>

<C>       <S>                                                        <C> 
NUMBER        ARTICLE                                                     PAGE
           1  Term                                                          1
           2  Products                                                      1
           3  Obligations of TTE                                            1
           4  License and Technology                                        3
           5  Price                                                         3
           6  Payment Terms                                                 4
           7  Purchase Orders                                               4
           8  Forecasts                                                     4
           9  Delivery                                                      5
          10  Product Transfers                                             5
          11  Warranty                                                      5
          12  Raw Materials                                                 6
          13  Engineering Changes                                           7
          14  Quality Assurance                                             8
          15  Product Acceptance                                            9
          16  Packing                                                      10
          17  Records and Reporting                                        10
          18  Spare Parts Availability                                     11
          19  Tools, Fixtures and Jigs                                     11
          20  Confidentiality                                              12
          21  Product Rights/Exclusivity                                   13
          22  Trademarks                                                   14
          23  Infringement of Trademarks and Other Proprietary Rights      15
          24  Relationship of Parties                                      16
          25  Termination                                                  16
          26  Effect of Termination                                        17
          27  Insurance                                                    18
          28  Addresses, Contacts and Meetings                             19
          29  Waiver                                                       20
          30  Non-Assignment                                               20
          31  Arbitration                                                  20
          32  Patent and Copyright Indemnity                               20
          33  Indemnification                                              21
          34  Force Majeure                                                21
          35  Severability                                                 22
          36  Governing Law                                                22
          37  Entirety of Agreement                                        22
          38  Language                                                     22
          39  Headings                                                     22
              Signatures                                                   22

             APPENDICES
          A  Products
          B  Product Transfer Plan
          C  Engineering Change Form
          D  Quality Inspection Definitions
          E  Tools, Jigs and Fixtures
</TABLE>
<PAGE>
 
                                   AGREEMENT
                                        
   This Agreement is entered this 16th day of May 1997 between:

          HELLO DIRECT, INC.
          5893 Rue Ferrari
          San Jose, California 95138-1858
          United States Of America

   a company organized and existing under the laws of the State of Delaware
   (hereinafter called "HDI"); and

          TRANSTECH ELECTRONICS (S) PTE LTD
          7, International Business Park
          Jurong East
          Singapore 609919

   a company organized and existing under the laws of the Republic of Singapore
   (hereinafter called "TTE").

   NOW THEREFORE, in consideration of the mutual covenants contained herein, the
   parties hereto agree as follows:

1. TERM

        This Agreement shall be effective for a term of * from the date hereof, 
   which shall be automatically extended for successive periods of * each 
   unless either party hereto gives the other a written notice of his 
   intention to the contrary.  Such notice shall be no less than * prior to 
   the expiration of the original term or any extended term.

2. PRODUCTS

        TTE agrees to manufacture, assemble and supply and HDI agrees to
   purchase, subject to the terms and conditions hereof, the products
   (hereinafter call the "Products") originally designed by HDI and described in
   Appendix A, attached hereto.  The Products shall be produced and supplied by
   TTE in accordance with the Product specifications provided to TTE by HDI
   ("Specifications").  Such Specifications shall be incorporated and form part
   of this Agreement.
 
        Other Products not described in Appendix A may be added if TTE and HDI
   mutually agree in writing.

3. OBLIGATIONS OF TTE

   3.1    TTE agrees with HDI to:

          (a)  appoint the necessary dedicated staff to the manufacture,
               assembly and supply of the Products.  TTE shall consult with HDI
               on the appointment of or any changes to the key management staff.
               Any staff appointed by TTE 


*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
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               shall be the employee of TTE and HDI shall not be liable to TTE
               or its employees for any loss, damage, claim or expense arising
               from or in connection with such appointment;

          (b)  handle all customs clearance formalities in Singapore for all
               materials and equipment used in manufacturing and assembling the
               Products and for the finished Products;

          (c)  assist HDI to obtain such immigration passes or equivalent
               consents, if any, which may be required to enable HDI's
               employees, visitors, customers or representatives to visit TTE
               from time to time;

          (d)  ensure that all finished Products meet with the Specifications
               and Quality Plan (as referred to in clause 14 of this Agreement)
               and strictly follow such manufacturing and assembly practices and
               systems and abide by the highest industry standards as shall be
               mutually determined by the Parties from time to time with respect
               to each Product;

          (e)  obtain any and all export/import licenses to import/export the
               tools, fixtures and jigs or other equipment (referred to in
               clause 19 of this Agreement) and the Products into and from
               Singapore, during the term of and upon the termination or
               expiration of this Agreement;

          (f)  assist in obtaining duty and sales tax exemption for the
               import/export of the tools, fixtures and jigs or other equipment
               (referred to in clause 19 of this Agreement), and the Products
               into and from Singapore, during the term and upon the termination
               or expiry of this Agreement;

          (g)  take all appropriate measures to safeguard the tools, fixtures
               and jigs or other equipment (referred to in clause 19 of this
               Agreement), semi-finished Products and finished Products at all
               times during the period of control by TTE from and against any
               and all damage by any person and claims of third parties;

          (h)  obtain and maintain in effect at all times all necessary
               manufacturing and other licenses, consents, authorizations and
               permits, governmental or otherwise, which may be required to
               enable TTE to carry out properly the provisions of this
               Agreement;

          (i)  disclose in writing to HDI details of any customer or proposed
               customer of TTE wishing to manufacture products similar to the
               Products and to obtain HDI's written consent before undertaking
               any contract or other assignment from any such customer or
               proposed customer of TTE's during the term of this Agreement;

          (j)  ensure that all Improvements and new designs and their subsequent
               implementation for mass production meet with HDI's quality
               standards and strictly follow such practices and systems and
               abide by the highest industry standards as shall be mutually
               determined by the Parties from time to time with respect to each
               Improvement.
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4. LICENSE AND TECHNOLOGY

   4.1 HDI grants to TTE a non-exclusive license to utilize such of the
       unpatented or patented inventions, trade secrets, formulae,
       specifications, data, documents, manufacturing procedures and methods of
       HDI for the manufacture of the Products, other procedures and other data
       relating to the testing and packaging of the Products (the "Technology")
       made available to TTE pursuant to clause 4.2 for the manufacture and
       assembly of the Products strictly in accordance with the terms of this
       Agreement only.

   4.2 HDI shall make available to TTE such Technology as it shall, in its sole
       discretion, deem necessary or appropriate to enable the manufacture and
       assembly of the Products.

   4.3 HDI shall make available to TTE such technical services and assistance in
       support of or ancillary to the Technology as it shall, in its sole
       discretion, deem necessary or appropriate.

   4.4 All discoveries and/or improvements, excluding the manufacturing process
       unless unique to HDI's Products, made by TTE in connection with the
       Product, the Technology or in any way related to this Agreement and any
       information concerning the same of which TTE becomes possessed shall
       forthwith be disclosed in confidence to HDI and shall belong to and be
       the absolute property of HDI including the right to apply for and own
       intellectual property and/or industrial property deriving therefrom
       without further payment to TTE for any invention concerning the same and
       made during the continuance of this Agreement.

5. PRICE

   5.1 The price for each Product is shown in Appendix A.  All prices shown in
       Appendix A are in U.S. Dollars and are *.  TTE or HDI may request a 
       review of the price every * if the total material price as defined in 
       the Bill of Materials or USA/Singapore currency exchange rate changes 
       more than * percent (%), and remains at the new level for at least 
       * aggregate for the preceding * period.

   5.2 TTE shall make available promptly on request such information as HDI
       shall reasonably require (provided such information does not breach any
       agreement of secrecy and confidentiality between TTE and any third party)
       concerning the elements of cost, if necessary by component, constituting
       the price of each Product as well as information relating to any
       incentives available to or obtained by TTE.  HDI will not disclose any
       part of the Bill of Material costs to any third party unless mutually
       agreed to in writing.

   5.3 HDI shall not be obliged to make any payment for any Product which does
       not conform to the Specifications or the Quality Plan (referred to in
       clause 14), or any Product with a defect that appears in more than *
       percent (%) of the Products in any shipment.


*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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6. PAYMENT TERMS

        Payment shall be made to TTE by HDI in U.S. Dollars, [*] after the
   date of shipment from Singapore, and after receipt by HDI of the original
   documents referred to clauses 6.1, 6.2, and 6.3. HDI's payment will be made
   by Telegraphic Transfer to TTE's designated bank.
 
        TTE will send to HDI, via a courier service, the following documents:
 
   6.1  Invoices in triplicate.

   6.2  Packing Lists in triplicate.

   6.3  Original Bill of Lading in triplicate if shipment is by seafreight, or
        air waybill in duplicate if shipment is by airfreight.
 
        TTE shall, as soon as practicable after shipment, also transmit via
   facsimile to HDI at least one copy of each document.

7. PURCHASE ORDERS

   7.1 HDI shall order Products by submitting a signed HDI Purchase Order to TTE
       at least * days prior to HDI's requested delivery date.  TTE, within 
       * days from receipt of HDI's Purchase Order, shall accept or reject the 
       Purchase Order.  Upon acceptance of the Purchase Order, TTE shall state 
       the delivery date for the Products on the Purchase Order, and return to
       HDI a counter-signed, accepted copy of the Purchase Order, which shall
       not, save where there are grounds, reasonably acceptable to HDI, vary
       from the date indicated by HDI in this Purchase Order by more than *
       before or after that date.

   7.2 TTE shall not perform any work or produce any Products without a Purchase
       order as described in clause 7.1 or written authorization from HDI.  HDI
       shall not be liable for any expenses incurred by TTE if any work is
       performed by TTE without first receiving a Purchase Order; or written
       authorization from HDI, unless covered by the terms of the Purchase
       Order.  TTE shall not sell to any third party any of the Products without
       the prior written consent of HDI, which consent shall be at the absolute
       discretion of HDI.

   7.3 TTE shall maintain the ability to increase its manufacturing capacity for
       any or all of the Products described in Appendix A. Such ability to
       increase its manufacturing capacity shall, at a minimum, be * percent (%)
       more than the amount forecasted by HDI with * advance notice.

8. FORECASTS

         On a monthly basis, HDI shall submit to TTE its written, good faith
   estimates of its monthly requirements for the Product for the * period 
   commencing from the month HDI's forecast is submitted.  That is, the *
   months from the forecast month will be confirmed orders, the * month is a 
   forecast of the next 


*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
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   HDI order that may be adjusted * percent (%) when confirmed, and the * 
   through * are non binding, adjustable order projections.

9. DELIVERY

    9.1  Products purchased under this Agreement shall be shipped in accordance
         with HDI's instruction. Delivery terms are * and delivery details 
         shall be advised to TTE for each delivery.

    9.2  If TTE fails to ship the Product by the confirmed shipment date and the
         delay is due to causes other than those stipulated in the Article
         entitled "Force Majeure", HDI will have the right at its absolute
         discretion to:

         9.2.1  Require the delayed portion of the order to be shipped by
                airfreight at TTE's expense; or

         9.2.2  Extend the shipment date to a mutually agreed later date.

    9.3  TTE or HDI may request a shipment delay of all or part of a purchase to
         no later than the fifteenth (15th) date of the month following the
         confirmed ship date.

    9.4  Products are to be invoiced, and property and title to the Products
         shall pass immediately upon passing shipping release. Risk in the
         Products shall pass immediately upon delivery at * Port and HDI shall 
         thereafter accept responsibility for any loss, damage or destruction 
         to the Products (without prejudice to any claim which HDI may have 
         for breach of Agreement including but not limited to breach by TTE of 
         any terms to appropriate packaging of the Products).

10. PRODUCT TRANSFERS

        If HDI desires to transfer to TTE, and TTE accepts the transfer of,
   existing products for manufacture by TTE, the transfer schedule, Non-
   Recurring Engineering (NRE) costs, and responsible parties are shown on
   Appendix B attached hereto.

11. WARRANTY

    11.1 TTE expressly warrants that all Products supplied by TTE to HDI
         (including repairs and replacements) shall comply with Product
         Specifications provided by HDI pursuant to clause 2 and clause 13 and
         shall be free from defects in workmanship and components for a period
         of * from date of delivery for the * and, thereafter, * from date of
         delivery.

    11.2 If TTE is in breach of this warranty, HDI may, at HDI's option:

         11.2.1.  Return the defective Products to TTE for repair or replacement
                  at TTE's expense. TTE will be responsible for airfreight
                  expenses of new Products if additional Products are required
                  to meet HDI's sales demand. Or



*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
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         11.2.2   Repair the defective Products using HDI's alternate sources,
                  and TTE shall reimburse HDI for the cost of such repairs. HDI
                  shall, before releasing defective Products to HDI's sources,
                  secure TTE's approval for the total cost of labor, materials
                  and other expenses.

    11.3 The warranty provided hereunder shall not apply to any defect resulting
         from abuse, misuse, alteration, neglect, unauthorized repair or
         installation of Products, improper or inadequate maintenance by HDI,
         operation outside of the specified environments, or improper site,
         preparation or maintenance. The warranty does not apply to returns of
         working product by virtue of HDI's return policy or any other
         administrative arrangements between HDI and its customers.

    11.4 The above warranty period shall not be extended beyond the period
         referred in clause 10.1 if repairs are performed by HDI's sources.

12. RAW MATERIALS

    12.1 TTE will work with its material suppliers to reduce the order lead time
         to within * unless otherwise approved by HDI. However, in addition to
         maintaining parts for HDI's Purchase Orders and forecast, TTE shall
         also maintain a * revolving stock of all custom parts and other long-
         lead parts required to produce the Products. Long-lead parts are
         defined as those generally available to TTE * after TTE places its
         parts order with its parts supplier.

    12.2 If any of the Products, or parts for the Products, are discontinued by
         HDI, TTE shall:

         12.2.1   Use its best efforts to return to TTE's suppliers for full
                  credit any non-custom parts. HDI shall reimburse TTE such
                  reasonable restocking fees assessed by TTE's suppliers for the
                  return of non-custom parts.

         12.2.2   Use its best efforts to transfer any non-custom parts to other
                  products manufactured for TTE's other customers.

         For non-custom parts that are not returnable to TTE's suppliers, or
         cannot be transferred to other products, HDI will purchase such parts
         from TTE at TTE's cost plus * (%) for TTE's handling charges. HDI's 
         requirement to purchase non-custom parts will apply only to the 
         revolving long-lead parts stock determined in Article 12.1 herein.

    12.3 For custom parts not returnable to TTE's suppliers or which cannot be
         transferred to other products manufactured by TTE, HDI shall
         reimburse TTE, at TTE's cost as evidence by invoices or other
         documentary proof reasonable acceptable to HDI plus * percent (%) for 
         TTE's handling charges. HDI's reimbursement for custom parts will be 
         limited to the revolving stock of long-lead parts stock determined in 
         Article 10.1 herein.

    12.4 If either party discovers an alternate source which may benefit or
         lower the cost of bill of materials, proposal for such alternate
         sourcing may be brought up for


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         mutual agreement between HDI and TTE. The benefits, expressed either in
         dollar sense or whichever way, resulted from the alternate sourcing,
         shall be shared equally between both parties. HDI shall be the sole
         beneficiary of any parts cost reduction if the reduction is the result
         of a design change initiated by or paid for by HDI.

    12.5 TTE and HDI will be jointly responsible for initial qualification of
         parts suppliers. Such qualification will include, but is not limited
         to, first article samples, parts deliveries, parts quality, parts
         reliability, and compliance with specifications. TTE will be solely
         responsible for on going supplier qualification save that TTE shall
         inform HDI in writing where there is a change in any of the Suppliers.

    12.6 Subject to TTE's parts suppliers' agreements to waive TTE's commitment
         of orders and or for orders already placed, procured materials which
         are due to HDI's rescheduling resulting in forecast quantities varying
         more than the * percent (%) allowance will need to be used in HDI's
         production in the following *. A finance charge of * percent (%)
         per month of the surplus material cost which remains outstanding will
         be added to the cost of any unused materials that exceed the * percent
         (%) allowance effective on the first day of the *.

13. ENGINEERING CHANGES

    13.1 The term "Engineering Change" shall mean any change which, if made to
         the Products, changes the Product's specification as provided to TTE
         pursuant to clause 2 hereof.

    13.2 HDI may propose Engineering Changes be made to Products, in which event
         TTE will be notified in writing. TTE agrees that HDI shall have the
         right to require such Engineering Changes and TTE shall, within *
         of its receipt of such notification, give a written detailed appraisal
         of the Engineering Changes stating the cost increase or cost savings
         involved and the effect on the price and delivery of the Products. The
         approved cost of special fixture(s) and test equipment; and type
         approval (eg. Federal Communications Commission, Underwriters
         Laboratories, etc) and its associated expense; due to the engineering
         change will be paid by HDI and shall be the property of HDI.

    13.3 TTE is entitled to submit for HDI's approval Engineering Change
         Requests to improve manufacturing ease, improve quality, alternate
         components, etc. The non-recurring expense costs relating to
         Engineering Change Requests submitted by TTE for these purposes shall
         be borne by TTE. No Engineering Change shall be implemented by TTE
         unless approval in writing by HDI has been granted.

    13.4 In calculating the cost impact involved in any Engineering Change, TTE
         shall use the same parameters as used in the latest accepted quotation
         for that product. This information shall include specific details as to
         the proposed point of implementation and indicate the levels of
         redundant/surplus material and parts. This information shall also
         include a statement on the impact of the proposed change to
         requirements for new or modified jigs, fixtures and any 


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         consequences for changes in test software with reference to the current
         specification.

    13.5 If HDI requires the Engineering Change to be implemented to finished
         Products requiring rework by TTE, and the rework is not due to TTE's
         workmanship or TTE's obligations of ongoing supplier qualification,
         rework shall be paid for by HDI and performed by TTE at cost. Such
         costs shall be in the appropriate cost impact sections of the
         Engineering Change form, a sample attached hereto as Appendix C.

    13.6 TTE will maintain and supply weekly, a written report detailing all
         Engineering Changes that have not been implemented with a target date
         for implementation.

14. QUALITY ASSURANCE

    14.1 A Quality Plan will be submitted by TTE for approval by HDI. Any
         modifications to the approved Quality Plan will only be implemented
         after the prior written agreement of both parties. Acceptance of
         reasonable modifications will not be withheld by either party.

    14.2 TTE shall permit visits by HDI personnel, HDI guests and officers for
         the purpose of inspecting the manufacturing process, provided that in
         the case of HDI guests, the names of the guests and the companies they
         represent are given to TTE at least 48 hours in advance.

    14.3 HDI and TTE agree that their respective quality departments will
         cooperate to improve the acceptable quality level of Products by the
         full disclosure of all relevant information.

    14.4 TTE guarantees that the Products to be manufactured under this
         agreement shall be produced under strict accordance with the
         Specifications, the quality control standards and test procedures,
         which standards of quality are to be submitted by TTE to HDI for
         approval at least thirty (30) days before first mass production.

    14.5 TTE may use a sub-contractor to provide sub-assemblies of the products.
         If it does, the sub-contractor's facilities shall be considered the
         same as TTE's facilities. TTE shall assume full responsibility for the
         sub-assembly quality supplied by its sub-contractor.

    14.6 If any Product manufactured or packaged by TTE fails to comply in whole
         or in part with the Specifications, the Quality Plan or the Technology
         or any directions to TTE by HDI or its employees and agents, TTE shall
         immediately at its expense:

         14.6.1 either destroy or dispose of in a manner acceptable to HDI or,
                only if HDI consents in writing, re-work or reprocess (at the
                cost of TTE) the defective Products in a manner acceptable to
                HDI; or

         14.6.2 if HDI consents in writing, dispose of the defective Products
                through a marketing channel mutually agreed by HDI and TTE.


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         TTE shall not manufacture, sell or deal with any of the defective
         Products in breach of this clause 14.6.

    14.7 At the written request of HDI, TTE shall promptly send for testing,
         representative samples of the Products at any state of manufacture or
         packaging, or samples of specific Products manufactured by TTE, to a
         quality control institute or company in Singapore or elsewhere
         specified by HDI, at HDI's expense.

15. PRODUCT ACCEPTANCE

    15.1 For outgoing Acceptance Quality Level ("AQL") inspection level, the
         inspection shall be conducted in accordance with Military Standard
         105D, Level II. The definition of the product acceptance are as
         follows:

         Major Defects:           * production                    *% AQL
                                  * production                    *% AQL

         Minor Defects:           * production                    *% AQL
                                  * production                    *% AQL

         For definition of major and minor defects refer to Appendix-D

         For specification requirements, HDI will establish guard band limits,
         such that TTE will test at outgoing Quality Acceptance to tighter
         limits than those HDI applies at its Incoming Inspection.

    15.2 TTE is required to re-work any product at TTE's expense for those
         Products that are in noncompliance of the AQL level in effect at the
         relevant time.

    15.3 Corrective Action Request shall be acted upon within * of receipt by
         TTE. TTE shall submit a Corrective Action Plan which will redress the
         deficiency within *. This does not stipulate that the correction be
         completed in * as the Corrective Action Plan is project complexity
         dependent. If the deficiency is not corrected by TTE within a
         reasonable period of time, TTE shall reimburse HDI for HDI's reasonable
         costs to correct the deficiency, including parts, labor inspection and
         other expenses.

    15.4 HDI may utilize a sub-contractor for source inspection. HDI's sub-
         contractor will only inspect for shipment acceptance, not product
         acceptance.

    15.5 HDI will bear all expenses for incoming inspection, if the Product
         meets the agreed upon AQL levels in clause 15.1. If the order in
         question fails the incoming inspection at the agreed upon AQL, TTE will
         reimburse HDI for its full expenses for inspection, rework and
         airfreight of new Products if additional Products are required to meet
         HDI's sales demand.

    15.6 If any two successive production lots of at least * units fails HDI's
         incoming inspection of major defects, TTE will pay for *% of costs of
         inspection by HDI's inspector at TTE's facility including but not
         limited to costs of transport or 


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         accomodation and HDI's incoming inspection, until such time that two
         (2) successive production lots meets the major defect AQL levels.

16. PACKING

    16.1 TTE shall be responsible for proper packing to protect the Products
         against rough handling damage, loss and pilfering occurring during
         transportation from TTE's facility. Bales and packages shall be durable
         and appropriate for export to and appropriate for storage at the
         destination. As a minimum, TTE shall tape wrap the shipping cartons
         with a special printed tape to seal the shipping carton.

    16.2 Shipping cartons will be marked, at a minimum, with the following
         information:

         16.2.1 Hello Direct, Inc.
                San Jose, CA USA

         16.2.2 HDI's purchase order number

         16.2.3 HDI's product catalog number

         16.2.4 Quantity

         16.2.5 Carton number

         16.2.6 Country of Origin (example, "Made in Singapore")

    16.3 The Products purchased, repaired or replaced under warranty shall be
         packed and exported by TTE at no additional charge.

17. RECORDS AND REPORTING

    17.1 During the term of this Agreement and for two (2) years thereafter TTE
         shall maintain complete and accurate Production and Quality records in
         relation to materials and components, test equipment calibration
         records, production tests and inspection in connection with this
         Agreement in line with its usual record retention procedure. HDI or its
         sub-contractor, shall have access to such records during normal
         business hours upon giving reasonable prior notice.

    17.2 TTE will submit to HDI, for each production lot during the first three
         (3) months of this Agreement, weekly Printed Circuit Board Manual
         Assembly (PCBMA), Parts Per Million (PPM), In-Circuit Tester (ICT)
         yield, final assembly yield, Quality Assurance/Outgoing Quality
         Assurance (QA/OQA) level reports together with corrective action plans.
         Commencing on the fourth (4th) month of this Agreement, these reports
         will be submitted every other production lot, and following lots with
         product revision level changes.

    17.3 TTE shall furnish and render additional reports as may be requested
         from time to time by HDI.

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    17.4 TTE shall provide monthly inventory reports to HDI within the first
         week of each following month.

18. SPARE PARTS AVAILABILITY

    18.1 TTE shall supply spare parts to HDI, until * after the date of the 
         last delivery of the Products to HDI. TTE is not required to physically
         purchase the parts, but shall maintain the vendor base and contact for
         the * period. TTE shall allow HDI to purchase sufficient quantities of
         spare parts which HDI deems necessary to maintain and support the
         Products which HDI has previously purchased. Such parts shall be
         supplied by TTE to HDI at TTE's cost, based on prevailing prices quoted
         by TTE's suppliers, plus *% for handling and reasonable profit.

    18.2 In the event that TTE is unable to supply such spare parts, or TTE is
         unable to obtain another source of supply for HDI, then such inability
         shall be considered non-compliance with this Article, and TTE shall,
         without obligation or charge to HDI, provide HDI with technical
         information, or any rights required, so that HDI can manufacture or
         obtain parts from other sources.

19. TOOLS, FIXTURES AND JIGS

    19.1 The tools, fixtures and jigs uniquely required for each Product is
         shown in Appendix E attached hereto. New tools, fixtures and jigs to be
         produced, or existing tool, fixtures and jigs requiring rework by TTE
         shall be paid by HDI to TTE as follows:

         (i)   Total cost of US$* or less, within * after acceptance by HDI of 
               first tooling article samples or when the fixtures or jigs are 
               successfully functioning in a manner that meets Product 
               Specifications.

         (ii)  Total cost of US$* or more:

                A)     *% deposit when HDI submits its purchase for tooling,
                       fixtures, or jigs.

                B)     *% upon acceptance by HDI of first tooling article
                       samples, and after all critical dimensional discrepancies
                       of the tooled parts are resolved, or when the fixtures or
                       jigs are successfully functioning in a manner that meets
                       Product Specifications.

    19.2 TTE shall submit a minimum of * pieces of each tooled part for HDI 
         acceptance with TTE's "First Article Report" detailing parts or
         dimensions found to be out of specification and TTE's recommendation of
         corrective action(s). If TTE does not submit a First Article Report,
         HDI, at its option, will have the measurements made and the reasonable
         costs for such measurements will be subtracted from the final tooling
         payment to TTE.

    19.3 All new tools created by TTE shall be guaranteed for a minimum life of
         * cycles. It is expected that the life of the tools are subject to 
         normal usage and environmental wear and tear. During this period of
         tools custody with TTE, TTE 


*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                       Page  11
<PAGE>
 
         shall monitor tooling performance and shall notify HDI when the tooling
         no longer produces parts meeting dimensional specifications. TTE shall,
         at the beginning of each quarter, submit to HDI TTE's report of tool
         condition and the remaining parts life of the tool.

    19.4 Any and all tools, jigs and fixtures paid for by HDI shall be and
         remain the sole property of HDI. In addition, any existing tools, jigs
         or fixtures supplied to TTE by HDI shall remain the sole property of
         HDI. Further, TTE shall at it's own cost keep said tools, jigs and
         fixtures in good repair at all times and shall be responsible for their
         safekeeping. HDI may at any reasonable time inspect the tools, jigs and
         fixtures to ensure they are in proper order. HDI may require the
         return, or transfer to a third party of the tools, jigs and fixtures to
         which request TTE shall promptly comply. TTE shall install, label and
         adequately identify as the property of HDI and keep and maintain so
         labelled and identified any tools, jigs, fixtures and other equipment
         belonging to HDI pursuant to this provision or otherwise.

    19.5 TTE shall issue a "Certificate of Ownership" to HDI for all tools, jigs
         and fixtures paid for by HDI or supplied to TTE.

20. CONFIDENTIALITY

    20.1 Each party agrees for the term of this Agreement and for a period of
         * thereafter to treat information, both oral and written, disclosed to 
         by the other party or otherwise during the term of this Agreement 
         (the "Information") as strictly confidential and undertakes as follows:

         20.1.1 To use the Information only for the purpose specified in this
                Agreement.

         20.1.2 Not to make use of the Information except as contemplated by the
                intent of this Agreement, without the express written consent of
                the disclosing party.

         20.1.3 Not to disclose the Information to any third party, without the
                express consent of the disclosing party. For this purpose,
                employees and consultants bound by obligations of secrecy no
                less strict than those set out herein shall not be regarded as
                third parties.

         20.1.4 If so requested by the disclosing party, to return or destroy
                any documents containing the Information supplied by the
                disclosing party or any copies thereof or extracts therefrom
                made by the receiving party and any samples of materials
                supplied by the disclosing party.

         20.1.5 Not to copy any documents containing the Information, nor to
                take any extracts from such documents without the prior written
                consent of the disclosing party and then only on such terms as
                the disclosing party shall stipulate.

    20.2 For purposes hereof, "Confidential Information" shall mean all data and
         information of a confidential nature relating to the Products and/or
         the business 


*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                       Page   12
<PAGE>
 
         or affairs of either party which is disclosed to one party prior to or
         during the term of this Agreement, including (a) information concerning
         the disclosing party's customers or markets; (b) information concerning
         the composition, manufacture or development of the Products or other
         products of either party; and (c) any technical information, know-how,
         trade secrets or proprietary information of the disclosing party.
         Confidential Information may be communicated orally, visually, in
         writing or any other recorded or tangible form. The above shall not
         apply to information or data designated as non-confidential by the
         disclosing party in writing and to data and information which the
         receiving party can show:

         20.2.1 Has become generally available to the public otherwise than
                through violation of this undertaking; or

         20.2.2 Was already in the receiving party's rightful possession prior
                to its acquisition from the disclosing party; or

         20.2.3 Has been received from a third party who rightfully disclosed it
                provided the receiving party complies with restrictions imposed
                by the third party.

21. PRODUCT RIGHTS/EXCLUSIVITY

    21.1 TTE understakes that it will use the Technology and all information of
         a confidential nature owned, developed, controlled or otherwise
         acquired by or licensed to TTE, including patents and the Technology;
         information and know-how concerning the research, development and
         manufacture of the Products (and any other custom products); formulae
         and specifications; technology and technical and production data;
         drawings, flow charts, instructions and sketches; manufacturing and
         assembly processes and techniques; methods, policies, processes and
         data techniques; operation, and manufacturing conditions; inventions
         and Improvements whether patentable or not; written materials provided
         by TTE whether subject to copyright or not including explanatory
         manuals; information concerning suppliers and costs of materials;
         customer lists, marketing structures, surveys; packaging and labelling
         information; product inspection procedures; testing procedures and
         standards and methods of quality control; information relative to the
         advertising, marketing, sale, lease or other dispostion of the
         Products; research and development projects and new or proposed
         products and designs undertaken by TTE or any other persons; and
         management and financial information relative to HDI (the "Proprietary
         Information") communicated or furnished to it, only for the purposes
         stated in this Agreement, and subject to the terms of this Agreement.
         TTE agrees that all Proprietary Information and all copyright, patents
         and design rights including copyright and design rights in packaging,
         containers and labels (registered or unregistered), owned, developed,
         controlled or otherwise licensed to HDI, and any other intellectual
         property rights (anywhere) in any Proprietary Information (including
         translations thereof whether or not effected by TTE or other persons)
         (the Proprietary Information) shall remain the exclusive property of
         HDI. TTE shall not acquire by performance of this Agreement any vested
         or proprietary rights (in Singapore or elsewhere) in the Proprietary
         Information and each 

                                                                       Page   13
<PAGE>
 
         undertakes and agrees that any reproductions, notes, summaries or
         similar documents relating to the Technology or any other Proprietary
         Information shall immediately, upon their creation become and remain
         the property of HDI, and shall be conspicuously marked so as to
         indicate their confidential character. TTE understakes and agrees that
         it shall have no right, title or interest nor claim any right, title or
         interest in any Proprietary Rights or Proprietary Information, or
         assist in any claim to any right, title or interest in and to any
         Proprietary Rights or Proprietary Information adversely to HDI, or do
         or permit any act which is directly or indirectly likely to prejudice
         the ownership, title and other right of HDI in any Proprietary Rights
         or Proprietary Information.

    21.2 Any rights in any Improvements or the new designs produced or
         implemented under this Agreement by TTE (including the right to apply
         for protection of intellectual property rights derived therefrom) shall
         belong to and be the exclusive property of HDI. Without further payment
         to TTE or any other persons, TTE shall execute all documents, take all
         steps and do all acts and things as may be reasonably required by HDI
         to procure that HDI obtains or retains such protection. All such
         Improvements and new designs produced under this Agreement shall be
         deemed included in the definition of "Technology" and subject to all
         provisions of this Agreement.

22. TRADEMARKS

    22.1 TTE may be permitted to use such of the Trademarks as shall have the
         prior approval in writing from HDI. Subject to the  constraints and
         directions of such approval and this Agreement, TTE shall affix
         Trademarks only on Products approved in writing by HDI. TTE shall not
         use or permit to be used, whether for marketing, advertising, publicity
         purposes or otherwise, any Trademarks (or on its letterhead paper,
         invoices, and at its business premises) unless specifically authorized
         in writing in particular instances by HDI (prior to such use) as
         regards each use.

    22.2 TTE shall confirm to and observe such standards as HDI may from time to
         time prescribe relative to the form, manner, size, design, position,
         appearance, marking or color of Trademarks (including the form, manner,
         extent and wording of all advertising and promotional materials,
         brochures, memoranda, notices and other communications referencing
         Trademarks). TTE shall not use any Trademarks as part of its corporate
         or business name unless approved in writing by HDI.

    22.3 TTE acknowledges HDI's exclusive right, title and interest in and to
         the Trademarks and undertakes and agrees not to challenge the validity
         of ownership of any Trademarks nor claim adversely to HDI any right,
         title or interest in and to any Trademarks, nor assist directly or
         indirectly with any such claim. Neither this Agreement nor any other
         agreement, nor performance of any aspect of this Agreement or any other
         agreement shall confer on TTE any right, title or interest in any
         Trademarks. TTE neither has nor will acquire by performance of this
         Agreement any vested or proprietary rights (in Singapore or elsewhere)
         in any of the Trademarks. TTE shall cease use of all Trademarks

                                                                       Page   14
<PAGE>
 
         immediately (including any affixation of Trademarks on Products or
         packaging) upon notification to that effect by HDI (and in any case no
         later than seven (7) days after such notification). TTE shall not
         remove, deface or alter or permit to be removed, defaced, altered or
         otherwise obscured, Trademarks on any Products.

    22.4 TTE shall not:

         (a)    register, apply for registration or (subject to this clause 22)
                use;

         (b)    attempt to register, apply for registration or to use; or

         (c)    aid any third party in registering, applying to register, using
                or attempting to register, apply for registration or to use,

         any Trademarks or any words or marks which resemble or are identical or
         similar to any Trademarks, in any jurisdiction.

    22.5 TTE shall not do or permit to be done any act which would or might
         jeopardize or invalidate any registration of registered Trademarks,
         do or permit any act which might assist or give rise to any
         application to remove any of the registered Trademarks from the
         relevant register, or do any act or thing impairing or likely to
         impair the distinctiveness or validity of, or any right of HDI in any
         Trademarks (registered or not), or detrimental to the reputation and
         goodwill of HDI in the Products (as reasonably instructed by HDI).
         TTE shall not use any Trademarks in relation to products other than
         the Products.

    22.6 TTE shall as requested by HDI cooperate and take all steps necessary
         in joining with or assisting HDI in the filing of any application for
         registered user in Singapore or recording HDI as a registered user of
         the Trademarks (where registered).

23. INFRINGMENT OF TRADEMARKS AND OTHER PROPRIETARY RIGHTS

    23.1 TTE shall immediately notify HDI of any actual, threatened or suspected
         infringement or improper, wrongful or unauthorized use of any
         Proprietary Rights (including Technology) or any Trademarks or any
         challenge to the validity of any Proprietary Rights (including
         Technology) or Trademarks or HDI's ownership of the same or any claim
         that the development or manufacture of the Products infringes any
         rights of any other person. TTE shall provide HDI with full particulars
         of each such matter. Without limitation, TTE agrees to notify HDI
         immediately of all applications for registration and registrations of
         words or marks the same as or similar to any Trademarks which come to
         its attention.

    23.2 TTE shall promptly take at the request of HDI (at the expense of TTE)
         or in cases which HDI deems appropriate, all relevant steps or procure
         that all steps are taken to protect the Proprietary Rights or
         Trademarks against third party infringment or improper, wrongful or
         unauthorized use of Proprietary Rights or Trademarks and to maintain
         the validity and enforceability of all Proprietary Rights and
         Trademarks or to defend the Proprietary Rights and Trademarks,

                                                                       Page   15
<PAGE>
 
         including the institution of legal proceedings. Provided that HDI may
         take, at its option, conduct of such proceedings. Nothing herein shall
         oblige HDI to take any legal proceedings.

24. RELATIONSHIP OF PARTIES

    24.1 TTE shall operate as an independent contractor and not as an agent,
         partner, or employee of HDI. TTE has no express or implied
         authorization to incur any obligation or in any manner otherwise make
         any commitments on behalf of HDI. TTE shall employ its own personnel
         and shall be responsible for them and their acts and in no way shall
         HDI be liable to TTE, its employees or third parties for any losses,
         injuries, damages or the like occasioned by TTE's activities in
         connection with this Agreement, except as expressly provided herein.

    24.2 HDI shall operate as an independent customer of TTE, and not as an
         agent, partner, or employee of TTE. HDI has no express or implied
         authorization to incur any obligation or in any manner otherwise make
         any commitments on behalf of TTE. HDI shall employ its own personnel
         and shall be responsible for them and their acts and in no way shall
         TTE be liable to HDI, its employees or third parties for any losses,
         injuries, damages or the like occasioned by HDI's activities in
         connection with this Agreement, except as expressly provided herein.

25. TERMINATION

    25.1 HDI may terminate this Agreement by giving not less than * written  
         notice to TTE such notice to expire at the end of the original term or
         any extended term. In the event of termination by HDI, HDI shall pay
         TTE for all Products complying with and delivered in accordance with
         this Agreement up to the effective date of termination. HDI will accept
         financial liability for all components purchased or ordered by TTE in
         line with lead times relevant at the time to meet HDI's approved
         forecast provided TTE has made every reasonable effort to mitigate such
         expense by cancellation of outstanding orders not needed to fulfill
         purchase orders and utilization of components in other products or
         otherwise.

    25.2 TTE may terminate this Agreement upon giving not less than * written 
         notice to HDI such notice to expire at the end of the original term or
         any extended term. In the event of notice of termination being given by
         TTE, TTE shall accept all orders up to the approved forecast at the
         time of termination and shall further ensure monthly capacity (of at
         least the level indicated for the final month of the forecast supplied
         under Paragraph 6) is available and shall accept orders at least up to
         that level for any notice period not covered by the forecast.

    25.3 HDI may terminate this Agreement without prior notice if:

         25.3.1 TTE is in default of any of its obligations under this Agreement
                and TTE fails to remedy such default within thirty (30) days of
                receiving written notice from HDI to remedy the default.


*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                       Page   16
<PAGE>
 
         25.3.2 TTE elects to close or dissolve its operation or is wound up and
                dissolved, becomes insolvent, or repeatedly fails to pay its
                debts as they become due, makes an assignment for the benefit of
                its creditors, files a voluntary petition in bankruptcy or for
                reorganization or is adjucated as bankrupt or insolvent, or has
                a liquidator or trustee appointed over its affairs and such
                appointment shall not have been terminated and discharged within
                thirty (30) days thereof.

         25.3.3 A receiver, judicial manager or similar officer is appointed in
                respect of any part of TTE's assets.

26. EFFECT OF TERMINATION

    26.1 Upon termination of this Agreement, TTE shall:

         (a)   immediately (but no later than fourteen (14) days subsequent to
               the date of termination of this Agreement or the fulfillment of
               the last Purchase Order, if any) cease using the Technology and
               any other Proprietary Information in any way whatsoever, and also
               cease development or manufacturing (as the case may be) all
               Products, Improvements and new designs;

         (b)   immediately (but no later than fourteen (14) days subsequent to
               the date of termination of this Agreement or the fulfillment of
               the last Purchase Order, if any) destroy or (as instructed by
               HDI) otherwise dispose of any Products, Improvements and new
               designs (including all samples and consigned merchandise); or if
               HDI so chooses, it may purchase all or any Products then
               remaining in the possession or control of TTE at the invoice
               value therefore paid by TTE (less any deductions for damage,
               length of storage or other factors quantified in accordance with
               HDI's usual practice); completion of the sale shall occur at the
               date and upon terms and conditions specified by HDI;

         (c)   immediately (but no later than fourteen (14) days subsequent to
               the date of termination of this Agreement or the fulfillment of
               the last Purchase Order, if any) sell to HDI (at HDI's option)
               any raw materials purchase by TTE and unutilized on hand as at
               the effective date of termination of this Agreement, at the
               invoice value therefore paid by TTE (less any deductions for
               damage, length of storage or other factors quantified in
               accordance with HDI's usual practice); completion of the sale
               shall occur at the date and upon such other terms and conditions
               specified by HDI;

         (d)   immediately (but no later than fourteen (14) days subsequent to
               the date of termination of this Agreement or the fulfillment of
               the last Purchase Order, if any), return, forward or transfer to
               HDI (at TTE's cost) all Proprietary Information (including
               reproductions, notes, summaries and similar documents or
               literature related to the Technology), and notes, summaries,
               price books, dealer manuals, data, promotional and advertising
               materials, sales aids, display drawings, brochures, and any other
               materials with any references to the Trademarks, which may be in
               TTE's possession of control;

                                                                       Page   17
<PAGE>
 
         (e)   immediately (but no later than fourteen (14) days subsequent to
               the date of termination of this Agreement or the fulfillment of
               the last Purchase Order, if any) cease using all Trademarks; and

         (f)   immediately (but no later than fourteen (14) days subsequent to
               the date of termination of this Agreement or the fulfillment of
               the last Purchase Order, if any) surrender to HDI all
               certificates and notifications of Product registrations with any
               governmental department or agency procured in connection with
               this Agreement or the Products, and all applications filed and
               correspondence in connection with such registrations; TTE shall
               immediately upon request by HDI (and no later than fourteen (14)
               days following such request) execute all documents, and effect
               all acts including notifications or deregistrations with any
               government department or agency required or expedient to (i)
               reflect that TTE is no longer associated with or has rights to
               develop or manufacture the Products or (as applicable) the
               materials, and that HDI or other person (including a company) is
               the owner or beneficiary of such registration or registrant of
               the Products; and (ii) reflect that TTE is no longer the owner of
               or beneficially entitled to Product registrations, or the
               registrant as regards any registrations or notifications or
               similar procedures made or effected concerning the Products or
               materials; and (iii) terminate or transfer (as requested by HDI)
               any registrations or other interests as regards the manufacture
               of the Products, to HDI or such other person (including a
               company) designated by HDI.

    26.2 HDI may (at its sole discretion) permit or direct (subject to
         compliance and observance by TTE of the terms of, and all obligations
         imposed by, this Agreement as though this Agreement had not been
         terminated and subject to the payment of all invoices for materials or
         otherwise immediately upon request and subject to HDI obtaining such
         security or guarantee of performance by TTE as HDI considers
         appropriate in the circumstance) TTE to manufacture the Products only
         as to the Purchase Orders for Products received and accepted by TTE to
         the date of notice of termination or expiry of this Agreement.

    26.3 Termination of this Agreement shall be without prejudice to the right
         of any party in relation to a default by a Party under this Agreement,
         or in relation to any other obligations surviving termination of this
         Agreement, including full payment of any payments due under this
         Agreement.

    26.4 Any amounts spent by TTE are spent with the knowledge that this
         Agreement may be terminated in accordance with its terms. TTE waives
         any claim against or liability of HDI with respect to TTE's investment,
         amounts spent for advertising or hiring or otherwise in anticipation of
         continuation of this Agreement. Any statement to the contrary by an
         agent or employee of HDI is strictly unauthorized and shall not be
         binding upon HDI. Each of the Parties hereby specifically disclaim any
         rights to compensation whatsoever (including special, consequential or
         incidental damages) as a result of any termination effected in
         accordance with this Agreement (without prejudice to clause 26.3).

27. INSURANCE

                                                                       Page   18
<PAGE>
 
    27.1 TTE shall, at its own expense, keep itself insured in an appropriate
         amount against any third-party claims which may be brought against it,
         including without limitation, any claim in respect to a third person as
         a result of the use of any Products, and shall effect such insurance
         under a valid and enforceable policy issued by an insurer of recognized
         responsibility. TTE shall deliver a copy of all such policies to HDI
         together with a copy of each receipt issued from time to time by the
         insurer with respect of the payment of premium thereon if HDI requests.

    27.2 HDI shall, at its own expense, keep itself insured in an appropriate
         amount against any third-party claims which may be brought against it,
         including without limitation, any claim in respect to a third person as
         a result of the use of any Products, and shall effect such insurance
         under a valid and enforceable policy issued by an insurer of recognized
         responsibility. HDI shall deliver a copy of all such policies to TTE
         together with a copy of each receipt issued from time to time by the
         insurer with respect of the payment of premium thereon if TTE requests.

28. ADDRESSES, CONTACTS AND MEETINGS

    28.1 Any notice to be given under this Agreement shall be in writing and
         shall be deemed to have been duly given if delivered to the party
         concerned or, if sent, by prepaid post, facsimile or other agreed
         electronic means of communication to such party's address as shown in
         clauses 28.2 and 28.3.

    28.2 All notices and communications from TTE to HDI, unless notified
         otherwise, shall be addressed to:

         Hello Direct, Inc.
         5893 Rue Ferrari
         San Jose, California 95138-1858
         United States Of America
         Attention:  Donald Chiang
         Tel: 408-363-2008
         Fax: 408-363-2020
 
    28.3 All notices and communications from HDI to TTE unless notified
         otherwise shall be addressed to:

         Transtech Electronics (S) Pte Ltd.
         7, International Business Park
         Jurong East
         Singapore 609919
         Attention:  Benny Ong or Quek Tiang Yew
         Tel: 65-564-2168
         Fax: 65-561-4280


    28.4 The parties hereby agree to hold meetings at the request of either
         party to discuss topics relevant to this Agreement. The frequency and
         the location will be agreed 

                                                                       Page   19
<PAGE>
 
         from time to time. Meetings may, if deemed appropriate by both parties,
         be held by means of conference telephone or other similar
         communications equipment by means of which all parties participating in
         the meetings can hear each other without being in the physical presence
         of each other.

29.    WAIVER

        The failure on the part of either party hereto to exercise or enforce
    any right conferred upon it under this Agreement shall not be a waiver of
    any such right nor operate to bar the exercise or enforcement thereof at any
    time thereafter.

30. NON-ASSIGNMENT

        Each of the Parties shall not, save as otherwise expressly provided in
    this Agreement, transfer, assign, license, charge, contract, sub-license,
    sub-contract, or in any way dispose of rights, obligations, or liabilities
    or other interests under this Agreement, or appoint any sub-contractor, sub-
    distributor, dealer or agent, by operation of law or otherwise, without the
    other Parties' prior written consent.

31. ARBITRATION

    31.1 All disputes, controversies or differences which may arise between the
         parties out of or in relation to or in connection with this Agreement
         which cannot be satisfactorily resolved by the parties themselves shall
         be finally settled by arbitration under the rules of conciliation and
         arbitration of the International Chamber of Conference by which each
         party hereto is bound.

    31.2 If HDI seeks resolution by arbitration, the arbitration shall be held
         in Singapore and one arbitrator, who shall be a qualified arbitrator
         and engineer with experience in the electronic industry in Singapore
         shall be nominated by mutual agreement. If the parties cannot agree on
         an arbitrator, the President of the Singapore International Arbitration
         Centre shall make a nomination at HDI's request and his nomination
         shall be final and binding. If TTE seeks resolution by arbitration, the
         arbitration shall be held in San Jose, CA., U.S.A and one arbitrator,
         who shall be a qualified arbitrator and engineer with experience in the
         electronic industry in the USA shall be nominated by mutual agreement.
         If the parties cannot agree on an arbitrator, the American Arbitration
         Association shall make a nomination at TTE's request and their
         nomination shall be final and binding. All arbitration shall be
         performed in English and when finalized shall be binding on both
         parties.

32. PATENT AND COPYRIGHT INDEMNITY

    32.1 HDI warrants that it owns or is entitled to exercise all rights for all
         purposes in the Products and will protect, indemnify and hold TTE
         harmless from all costs, damages, expenses, claims and other
         liabilities as a result of or arising out of any claims by third
         parties that the Products infringe third parties' intellectual property
         rights, unless such infringement is the result of any of TTE's patented
         technology incorporated in the product.

                                                                         Page 20
<PAGE>
 
    32.2 HDI reserves the right to defend, at its own expense, any suit brought
         against HDI insofar as based upon a claim that the Products infringe
         any intellectual property right and shall indemnify TTE against any
         final award of damages and cost in such suit. This indemnity is
         conditional upon TTE giving HDI notice within seven (7) days in writing
         of any suit for infringement, authority as described above to settle or
         conduct the defence thereof and full assistance and cooperation in said
         defence. No cost or expense shall be incurred on HDI's behalf without
         HDI's prior written consent and no admission shall be made by TTE of
         liability.

33. INDEMNIFICATION

    33.1 TTE shall indemnify and hold HDI harmless from any and all liability or
         expense herewith, including attorneys' fees, resulting from damage to
         property or from injuries or death to all persons arising from any
         occurrence caused by any negligent act or omission to act on the part
         of TTE. TTE shall at its expense defend any suit, or other proceedings
         brought against HDI on account such negligent act or omission act, and
         shall pay all expenses and satisfy all judgements which may be incurred
         or rendered against them in connection therewith.

    33.2 HDI shall indemnify and hold TTE harmless from any and all liability or
         expense herewith, including attorneys' fees, resulting from damage to
         property or from injuries or death to all persons arising from any
         occurrence caused by any negligent act or omission to act on the part
         of HDI. HDI shall at its expense defend any suit, or other proceedings
         brought against TTE on account such negligent act or omission act, and
         shall pay all expenses and satisfy all judgements which may be incurred
         or rendered against them in connection therewith.

34. FORCE MAJEURE

    34.1 If the performance of any of the obligations hereunder by either party
         is prevented or delayed by acts of civil or military authority
         (including governmental priorities), flood, fire, epidemic, war which
         prevention or delay cannot be averted by diligence on the part of the
         party affected, that party shall immediately notify the other party,
         and upon receipt of such notice shall be excused from further
         performance during the continuance of any such event; provided,
         however, that if such delay extends for more than thirty (30) calendar
         days, the other party at its discretion may terminate its obligations
         hereunder without liability to the extent that the affected party's
         performance has been prevented or delayed.

    34.2 Neither party shall be deemed to be in breach of this Agreement or
         otherwise be liable to the other, by reason of any delay in
         performance, or non-performance, of any of its obligations hereunder to
         the extent that such delay or non-performance is due to any Force
         Majeure of which it has notified the other party; and the time for
         performance of that obligation shall be extended accordingly.

                                                                         Page 21
<PAGE>
 
    34.3 If the Force Majeure in question prevails for a continuous period in
         excess of *, the parties shall enter into good faith
         discussions with a view to alleviating its effects, or to agreeing upon
         such alternative arrangements as may be fair and reasonable.

35. SEVERABILITY

        The invalidity of any provision of this Agreement or portion of a
    provision shall not affect the validity of any other portion of this
    Agreement or the remaining portion of the applicable provision. If any
    provision of the Agreement or portion thereof is held invalid, then in good
    faith the parties shall negotiate and prepare and sign a document which
    amends this Agreement to comply with the applicable law, and accomplishes as
    nearly as possible the original intent of the provision or portion in
    question.

36. GOVERNING LAW

        This Agreement shall be subject to and be construed in accordance with
    the laws of the STATE OF CALIFORNIA, UNITED STATES OF AMERICA.

37. ENTIRETY OF AGREEMENT

        This Agreement constitutes the full understanding of the parties hereto
    as to the subject matter hereof. It supersedes all previous agreements, is a
    complete and exclusive statement of the terms of their agreements, and shall
    not be modified, rescinded or waived except in writing signed by duly
    authorized representatives of both parties hereto.

38. LANGUAGE

        During the performance of this Agreement, the language employed in all
    communications, including reports and provision of any and all data shall be
    English.

39. HEADINGS

        Headings in this Agreement are for convenience only and shall not affect
    its interpretation.

Signed for and on behalf of:           Signed for and on behalf of:

HELLO DIRECT, INC.                     TRANSTECH ELECTRONICS (S) PTE LTD



by  /s/Donald Chiang                   by /s/Quek Tiang Yew
   ---------------------------------     --------------------------------- 
       Donald Chiang                      Quek Tiang Yew
       Procurement Manager                Director

Date:  May 16, 1997                  Date:  May 16, 1997
                                          --------------------------------


*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                         Page 22
<PAGE>
 
                                   APPENDIX A

  This Appendix is attached to and is made a part of the Agreement entered into
as of the 16th day of May, 1997  between Transtech Electronics (S) Pte Ltd.
(TTE) and Hello Direct, Inc. (HDI).

PRODUCTS DESCRIPTION

  Products are defined by the compliance specification given in and included as
part of the top-level list which follows.
<TABLE>
<CAPTION>
 
TOP LEVEL LIST          CATALOG NO.     PRODUCT NAME/DESCRIPTION            * COST
--------------          -----------     ------------------------            ------
<S>                     <C>          <C>                              <C>
  00-1741-02              1741        Office Rover (Cordless Headset)      US$*
 
  01-1742-02              1742        Office Rover, Base Unit              US$: (To be advised)
 
  01-1743-02              1743        Office Rover, Remote Unit            US$: (To be advised)
</TABLE>

 * COST NOTES:
 ------------

1. The US$* Model 1741 Office Rover cost is effective for the first three
   (3) months of production after transfer.

2. TTE will initiate Value Engineering (VE) and Design for Everything (DFX)
   efforts (see Appendix B) to reduce the Office Rover product cost for a lower
   * cost, commencing with the fourth (4th) month production



HELLO DIRECT, INC.                     TRANSTECH ELECTRONICS (S) PTE LTD



by /s/Donald Chiang                    by /s/Quek Tiang Yew
  ---------------------------------      ---------------------------------
   Donald Chiang                          Quek Tiang Yew
   Procurement Manager                    Director

Date:  May 16, 1997                    Date:  May 16, 1997
                                             -----------------------------


*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                          Page 1
<PAGE>
 
                                   APPENDIX B

  This Appendix is attached to and is made a part of the Agreement entered into
as of the 16th day of May, 1997  between Transtech Electronics (S) Pte Ltd.
(TTE) and Hello Direct, Inc. (HDI).

PRODUCT TRANSFER PLAN
---------------------

TTE RESPONSIBILITIES:

1. Value Engineering (VE) and DFX review to identify areas of improvement, to
   include but not limited to ease of manufacturability, quality and
   reliability, cost reduction.  TTE may use a sub-contractor to provide all or
   part of the VE and DFX review.

2. Purchasing and logistics management.

3. Industrial and Production Engineering to include, but not limited to capacity
   planning, line set-up and equipment procurement and planning.

4. Production

PROJECT SCHEDULE:

 
   1st Mass Production Start        70 to 84 calendar days
                                     (from transfer acceptance)

NON-RECURRING ENGINEERING (NRE) CHARGES

<TABLE> 
<CAPTION> 

<S>                                                                            <C>       
1. Fixture improvement and processing qualification:                            US$*

2. Additional materials at cost plus * (%), not to exceed:                      US$*
   (Copy invoices, receipts or other documentary evidence
    will be provided by TTE to HDI.)

3. Pilot/Test production units (cost each):                                     US$*
   (Maximum of * units, with * units to be sent to HDI and 
    * units to be retained by TTE for reliability testing, 
    "golden" reference units, etc.)
</TABLE> 

HELLO DIRECT, INC.                     TRANSTECH ELECTRONICS (S) PTE LTD

by /s/Donald Chiang                   by /s/Quek Tiang Yew
  ---------------------------------      ---------------------------------
  Donald Chiang                           Quek Tiang Yew
  Procurement Manager                     Director

Date:  May 16, 1997                    Date:  May 16, 1997
                                             -----------------------------


*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                          Page 1
<PAGE>

 
[HELLO DIRECT LOGO]
                                   APPENDIX C
                          ENGINEERING CHANGE REQUEST                 ECR#
                                                                         ----
               DO NOT MAKE CHANGES WITHOUT PROPER AUTHORIZATION
--------------------------------------------------------------------------------
Products Affected                                               HDI ECR Number


Requested By                              Priority
Date of Request                           High [_]    Medium [_]   Low [_]
                                               ------        ------    ------
--------------------------------------------------------------------------------
Documents Affected / Revisions


--------------------------------------------------------------------------------
RELATED ECOs
--------------------------------------------------------------------------------
REASON FOR THE CHANGE



SEE ATTACHED [_]                                By
--------------------------------------------------------------------------------
Description of the Change to be made



Running Change? Yes [_] No [_]  TBD [_]
        Explain
Production Implementation Date
SEE ATTACHED [_] For additional information     By
--------------------------------------------------------------------------------
Impact of the Change/What the End User may notice



SEE ATTACHED [_]                                By
--------------------------------------------------------------------------------
                                   APPROVALS
--------------------------------------------------------------------------------
[_]     Engineering              Date        [_]  Quality                  Date
--------------------------------------------------------------------------------
[_]     Product Marketing        Date        [_]  Purchasing               Date
--------------------------------------------------------------------------------
[_]     Operations               Date        
--------------------------------------------------------------------------------
[_]     Manufacturing Partner-1  Date        [_]  Manufacturing Partner-2  Date 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
When approved, this ECR becomes Engineering Change Order (ECO) Number ECO #
--------------------------------------------------------------------------------

                                                                          Page 1
<PAGE>
 
[HELLO DIRECT LOGO]


                            APPENDIX C (CONTINUED)
                          ENGINEERING CHANGE REQUEST                 ECR#
                                                                         ----
               DO NOT MAKE CHANGES WITHOUT PROPER AUTHORIZATION
--------------------------------------------------------------------------------
Distribution Date:
Engr [_]  Quality [_]  Prod Mktg [_]  Oper [_]  QA Rep [_] Mrgr 1 [_] Mrgr 2 [_]
--------------------------------------------------------------------------------
Worksheet


Material Description of new parts

Costs & Lead Time

        New piece part

        Tooling

        Modification


Material Description of old parts

Inventory / Disposition

Unit Cost of old parts


SEE ATTACHED [_]                                By
--------------------------------------------------------------------------------

                                                                          Page 2
<PAGE>
 
                                   APPENDIX D

  This Appendix is attached to and is made a part of the Agreement entered into
as of the 16th day of May, 1997  between Transtech Electronics (S) Pte Ltd.
(TTE) and Hello Direct, Inc. (HDI).

<TABLE> 
<CAPTION> 
 
QUALITY INSPECTION DEFECT DEFINITION FOR
MAJOR, MINOR, AND NOTICE                                                             MAJOR          MINOR             NOTICE     
                                                                                     -----          -----             ------     
<S>                                                                                 <C>            <C>               <C>         
1. Carton, gift box                                     wrong                          .                                         
                                           incorrect printing                          .                                         
                                      legible printing defect                                          .                .        
                                                       broken                                          .                .        
                          wrong/missing product or assemblies                          .                                         
                                                                                                                                 
2. Operating Manual/Card                                wrong                          .                                         
                                              printing defect                                          .                .        
                                                                                                                                 
3. Printing  missing                                                                   .                                         
                                                  wrong color                          .                                         
                                                discoloration                                          .                .        
                            printing defect greater than 2 mm                          .                                         
                            printing defect greater than 1 mm                                          .                         
                                printing defect less than 1mm                                                           .        
                                                                                                                                 
4. Function defective                                                                  .                                         
                                                                                                                                 
5. Assembly error unit not assembled properly                                          .                                         
                                                                                                                                 
6. Electrical Test Parameters  out of limits greater than 10%                          .                                         
                                  out of limits less than 10%                                          .                         
                                                                                                                                 
7. Appearance defective                           wrong color                          .                                         
                     discoloration greater than 2.5 (Delta E)                                          .                         
                        discoloration less than 2.5 (Delta E)                                                           .        
                         contamination, cleaning not possible                          .                                         
                             contamination, cleaning not easy                                          .                         
                    contamination, cleaning easy by dry cloth                                                           .          

</TABLE> 
                                                                          Page 1
<PAGE>
 
                             APPENDIX D (CONTINUED)
<TABLE>
<CAPTION>
 
QUALITY INSPECTION DEFECT DEFINITION FOR
MAJOR, MINOR, AND NOTICE                                                         MAJOR           MINOR           NOTICE
                                                                                 -----           -----           ------
<S>                                                                             <C>             <C>             <C>
8. Screw                                        screw missing                      .
                                                  screw loose                                       .

9. Surface damage                           Visual inspection
           damage visible from distance of:

          Primary Surface                  greater than 30 cm                                       .
                                           greater than 20 cm                                                       .
          Secondary Surface                greater than 60 cm                                       .
                                           greater than 40 cm                                                       .

10. Plastic injection defective worse
    than approved golden sample
                                     prevents proper assembly                      .
                                                     cosmetic                                                       .
 
11. Foreign material inside unit, metal dimension: greater than 10 mm                               .
                                                    5 - 10 mm                                       .
                                               less than 5 mm                                                       .
                                                    non-metal                                       .

12. Safety of user                                                                 .
</TABLE> 


HELLO DIRECT, INC.                     TRANSTECH ELECTRONICS (S) PTE LTD



by /s/Donald Chiang                    by /s/ Quek Tiang Yew
  ----------------------------------     ----------------------------------
   Donald Chiang                          Quek Tiang Yew
   Procurement Manager                    Director

Date:  May 16, 1997                    Date:  May 16, 1997
                                             ------------------------------

                                                                          Page 2
<PAGE>
 
                                   APPENDIX E

  This Appendix is attached to and is made a part of the Agreement entered into
as of the 16th day of May, 1997  between Transtech Electronics (S) Pte Ltd.
(TTE) and Hello Direct, Inc. (HDI).  This Appendix is amended this 17th day of 
June, 1997, and supercedes Appendix E dated the 16th of May, 1997.
<TABLE>
<CAPTION>
 
TOOLS, JIGS AND FIXTURES
 
TOOLS:
 
          Tool No.          Description                                 Product
          --------          -----------                                 --------
<S>                         <C>                                         <C>
          9501399N          Housing Front, Base Station                 Office Rover
          9501400N          Housing Rear, Base Station                  Office Rover
          9501402N          Housing Front and Housing Rear, Remote      Office Rover
          9501403N          Housing Front and Housing Rear,             Office Rover
                            Battery Pack
          9501411N          Button 2, 3, 4                              Office Rover
          95014112N         Cradle, Plate and Clip                      Office Rover
          9501414N          Light Pipe                                  Office Rover
          9600437N          Charger Plate, Pocket Pack                  Office Rover
 
          0250061           Charge Contact, Positive, Remote            Office Rover
          0250062           Charge Contact, Negative, Remote            Office Rover
          0250063           Charge Contact                              Office Rover
 
          43-0034-01        RF Shield, 0.20mm SPTE                      Office Rover
          43-0035-01        RF Shield, 0.20mm SPTE                      Office Rover
 
          N/A               Reset Actuation Lever                       Cordless 100LX
 
FIXTURES:
 
          Tool No.          Description                                 Product
          --------          -----------                                 --------
 
          58-0011-01        Base RF Test & Tune Fixture*                Office Rover
          58-0012-01        Switch Box: Base RF Test & Tune Fixture*    Office Rover
          58-0013-01        Base RF Test & Tune Fixture#                Office Rover
          58-0014-01        Switch Box: Base RF Test & Tune Fixture#    Office Rover
          58-0015-01        Remote RF Test & Tune Fixture*              Office Rover
          58-0016-01        Switch Box: Remote RF Test & Tune Fixture*  Office Rover
          58-0017-01        Remote RF Test & Tune Fixture#              Office Rover
          58-0018-01        Switch Box: Remote RF Test & Tune Fixture#  Office Rover
          58-0019-01        I/O PCB Test & Tune Fixture                 Office Rover
          58-0020-01        Switch Box: I/O PCB Test & Tune Fixture     Office Rover
          58-0021-01        Bottom Plate Heat Stake Fixture             Office Rover
</TABLE>

                                                                          Page 1
<PAGE>
 
                             APPENDIX E (CONTINUED)
<TABLE>
<CAPTION>
 
 
FIXTURES (CONTINUED):
 

          Tool No.          Description                                 Product
          --------          -----------                                 --------
<S>                         <C>                                         <C>
          58-0022-01        Base Cradle Heat Stake Fixture              Office Rover
          58-0023-01        Auxiliary Contact Plate Heat Stake Fixture  Office Rover
          58-0024-01        Remote Belt Clip Insert Press Fit Fixture   Office Rover
          58-0025-01        Base Final Test Fixture                     Office Rover
          58-0026-01        Remote Final Test Fixture                   Office Rover
          58-0027-01        Paired Base & Remote Final Test Fixture     Office Rover
          ----------        Base Antenna Assembly Holder                Office Rover

          01-1646-01        Cordless 100 Busy Indicator                 Office Rover
                                                                        and Cordless 100
                                                                        Headset
</TABLE>
          Fixture Note:
          * Refers to product or assembly test function without RF Shield Can
            installed
          # Refers to product or assembly test function with RF Shield Can
            installed





HELLO DIRECT, INC.                     TRANSTECH ELECTRONICS (S) PTE LTD



by /s/Donald Chiang                    by /s/ Quek Tiang Yew
  ----------------------------------     ----------------------------------
   Donald Chiang                          Quek Tiang Yew
   Procurement Manager                    Director

Date:  May 16, 1997                    Date: 23/6/97
                                             ------------------------------

                                                                          Page 2
<PAGE>
 
                                   APPENDIX E

  This Appendix is attached to and is made a part of the Agreement entered into
as of the 16th day of May, 1997  between Transtech Electronics (S) Pte Ltd.
(TTE) and Hello Direct, Inc. (HDI).
<TABLE>
<CAPTION>
 
TOOLS, JIGS AND FIXTURES
 
TOOLS:
 
          Tool No.          Description                                 Product
          --------          -----------                                 --------
<S>                         <C>                                         <C>

 
          9501399N          Housing Front, Base Station                 Office Rover
          9501400N          Housing Rear, Base Station                  Office Rover
          9501402N          Housing Front and Housing Rear, Remote      Office Rover
          9501403N          Housing Front and Housing Rear,             Office Rover
                            Battery Pack
          9501411N          Button 2, 3, 4                              Office Rover
          95014112N         Cradle, Plate and Clip                      Office Rover
          9501414N          Light Pipe                                  Office Rover
          9600437N          Charger Plate, Pocket Pack                  Office Rover
 
          0250061           Charge Contact, Positive, Remote            Office Rover
          0250062           Charge Contact, Negative, Remote            Office Rover
          0250063           Charge Contact                              Office Rover
 
          43-0034-01        RF Shield, 0.20mm SPTE                      Office Rover
          43-0035-01        RF Shield, 0.20mm SPTE                      Office Rover
 
          N/A               Reset Actuation Lever                       Cordless 100LX
 
FIXTURES:
 
          Tool No.          Description                                 Product
          --------          -----------                                 --------
<S>                         <C>                                         <C>

 
          58-0011-01        Base RF Test & Tune Fixture*                Office Rover
          58-0012-01        Switch Box: Base RF Test & Tune Fixture*    Office Rover
          58-0013-01        Base RF Test & Tune Fixture#                Office Rover
          58-0014-01        Switch Box: Base RF Test & Tune Fixture#    Office Rover
          58-0015-01        Remote RF Test & Tune Fixture*              Office Rover
          58-0016-01        Switch Box: Remote RF Test & Tune Fixture*  Office Rover
          58-0017-01        Remote RF Test & Tune Fixture#              Office Rover
          58-0018-01        Switch Box: Remote RF Test & Tune Fixture#  Office Rover
          58-0019-01        I/O PCB Test & Tune Fixture                 Office Rover
          58-0020-01        Switch Box: I/O PCB Test & Tune Fixture     Office Rover
          58-0021-01        Bottom Plate Heat Stake Fixture             Office Rover
</TABLE>

                                                                          Page 1
<PAGE>
 
                             APPENDIX E (CONTINUED)
<TABLE>
<CAPTION>
 
 
                        FIXTURES (CONTINUED):
 
          Tool No.          Description                                 Product
          --------          -----------                                 --------
<S>                     <C>                                         <C>
          58-0022-01        Base Cradle Heat Stake Fixture              Office Rover
          58-0023-01        Auxiliary Contact Plate Heat Stake Fixture  Office Rover
          58-0024-01        Remote Belt Clip Insert Press Fit Fixture   Office Rover
          58-0025-01        Base Final Test Fixture                     Office Rover
          58-0026-01        Remote Final Test Fixture                   Office Rover
          58-0027-01        Paired Base & Remote Final Test Fixture     Office Rover
</TABLE>

          Fixture Note:
          * Refers to product or assembly test function without RF Shield Can
            installed

          # Refers to product or assembly test function with RF Shield Can
            installed




HELLO DIRECT, INC.                     TRANSTECH ELECTRONICS (S) PTE LTD



by /s/Donald Chiang                    by /s/ Quek Tiang Yew
  ----------------------------------     ----------------------------------
   Donald Chiang                          Quek Tiang Yew
   Procurement Manager                    Director

Date:  May 16, 1997                    Date: 16-May-1997
                                             ------------------------------

                                                                          Page 2
<PAGE>
 
                                 SPECIFICATIONS

                            (ON FOLLOWING PAGES FOR)

                           HELLO DIRECT OFFICE ROVER

                                      FOR

                     AGREEMENT 0096-97, DATED MAY 16, 1997
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE

--------------------------------------------------------------------------------
REV   ECO   DESCRIPTION                                DRAFT  APPD   DATE
--------------------------------------------------------------------------------
07    none  Final changes and release to Sinoca.       WDC    EKM   9/16/96
--------------------------------------------------------------------------------
08    084  *                                           AMPk
--------------------------------------------------------------------------------


                                  OFFICE ROVER
                                                            [HELLO DIRECT LOGO]
                                BASE RF PCB ASSY                PROPRIETARY

                                 TEST PROCEDURE



                            PROPRIETARY INFORMATION


The information contained in this document is the exclusive property of Hello
Direct Inc. and should not be disclosed to any third party without the written
consent of Hello Direct Inc.

 

PREPARED BY :                      W. D. CROOK                  3/29/96

--------------------------------------------------------------------------------
APPROVALS REQUIRED [X]
--------------------------------------------------------------------------------
[X] ENGINEERING         DATE            [_] OPERATIONS                  DATE
    /s/ ERIC MAXON      12-3-96
--------------------------------------------------------------------------------
[_] MARKETING           DATE            [_] QUALITY                     DATE

--------------------------------------------------------------------------------
[_] PURCHASING          DATE            [X] DOCUMENTATION               DATE
                                            /s/ ANNA MARIE KIRKHAM      12/2/96
--------------------------------------------------------------------------------


*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                    PAGE 1 OF 12
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE

1. SCOPE                                           3
   -----

2. REFERENCES                                      3
   ----------

3. REQUIREMENTS                                    3
   ------------

4. TEST PREPARATION                                3
   ----------------

5. VCO ALIGNMENT                                   4
   -------------

6. TRANSMITTER TESTS                               5
   -----------------

7. RECEIVER TESTS                                  6
   --------------

8. POST SHIELD INSTALLATION TESTS                  7
   ------------------------------

9. TEST DATA SHEET - OFFICE ROVER BASE RF UNIT    12
   -------------------------------------------

                                                                    PAGE 2 OF 12
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE


1. SCOPE
-- -------

   1.1  This document defines the board level tests to be performed on the
         OfficeRover Base RF Unit Transceiver.

2. REFERENCES
-- ----------


   2.1    16-0017-00            Schematic, CT1 Base RF Unit
          -- ---- --

   2.2    __-____-__            PCB Assembly Drawing, CT1 Base RF Unit

   2.3    13-0022-01            PCB Assembly, CT1 Base RF Unit
          -- ---- --

   2.4    60-0018-00            Office Rover Compliance Specification
          -- ---- --

3. REQUIREMENTS
-- ------------

   3.1  All test equipment used to perform the bench level testing shall have
        evidence of current calibration. Equipment not requiring calibration
        shall be so labeled.

   3.2  The following list of equipment is necessary to perform the board level
        testing. In the event that one of the pieces of equipment listed is
        unavailable, an equivalent test instrument may be substituted.

        *      *                            *

        *      *                            *

        *      *                            *

        *      *                            *

        *      *                            *

        *      *                            *

        *      *                            *

4. TEST PREPARATION
-- ----------------

   4.1  To assure accurate frequency and power measurements, apply AC power to
        the test equipment and allow the RF Communications Test Set and Power
        Meter to warm up for a minimum of 30 minutes before making any
        measurements.

   4.2  *

        *      *

        *      *

        *      *

        *      *

        *      *

        *      *

        *      *

        *      *

        *      *

        *      *

   4.3  *      *


*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                    PAGE 3 OF 12
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE

   4.4  *

        *      *

        *      *

        *      *

        *      *

        *      *

   4.5  *

   4.6  *

   4.7  *

   4.8  *

        *      *

        *      *

        *      *

        *      *

        *      *

        *      *

        *      *

        *      *

        *      *

        *      *

   4.9  *

5. VCO ALIGNMENT
-- -------------

   5.1  *

   5.2  *

        *

   5.3  *

   5.4  *


*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                    PAGE 4 OF 12
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE

   5.5  *

        *

   5.6  *

   5.7  *

   5.8  *

        *

6. TRANSMITTER TESTS
-- -----------------

   6.1  *

   6.2  *

        *

   6.3  *

   6.4  *

   6.5  *

   6.6  *

   6.7  *

        *

   6.8  *

   6.9  *

   6.10 *


*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                    PAGE 5 OF 12
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE

   6.11 *

   6.12 *

   6.13 *

   6.14 *

   6.15 *

   6.16 *

   6.17 *

   6.18 *

        *

7. RECEIVER TESTS
-- --------------

   7.1  *

   7.2  *

        *

   7.3  *

   7.4  *

   7.5  *

        *

   7.6  *

   7.7  *

   7.8  *

        *

   7.9  *

        *


*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                    PAGE 6 OF 12
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE

   7.10 *

   7.11 *

   7.12 *

        * 

   7.13 *

   7.14 *

   7.15 *

   7.16 *

   7.17 *

   7.18 *

8. POST SHIELD INSTALLATION TESTS
-- ------------------------------
   8.1  *

   8.2  *

   8.3  *

        *

   8.4  *

   8.5  *

   8.6  *

   8.7  *

        *


*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                    PAGE 7 OF 12
<PAGE>

[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE

   8.8  *

   8.9  *

   8.10 *

   8.11 *

   8.12 *

        *

   8.13 *

   8.14 *

        *

   8.15 *


*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                    PAGE 8 OF 12
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE





                                       *




                                    FIGURE 1
                                    --------

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                    PAGE 9 OF 12
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE




                                       *
                                        



                                    FIGURE 2
                                    --------


*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                   PAGE 10 OF 12
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE




                                       *





                                    FIGURE 3
                                    --------


*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                   PAGE 11 OF 12
<PAGE>

[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE
 
9. TEST DATA SHEET - OFFICE ROVER BASE RF UNIT
-- -------------------------------------------
 
DATE:    _____   TESTED BY:    _____

UUT SN:  _____

 
5.2   ____   *

5.5   ____   *

5.8   ____   *

6.6   ____   *

6.7   ____   *

6.8   ____   *

6.12  ____   *

6.16  ____   *

6.19  ____   *

7.8   ____   *

7.10  ____   *

7.12  ____   *

7.14  ____   *

7.15  ____   *

7.17  ____   *

7.18  ____   *

8.7   ____   *

8.9   ____   *

8.10  ____   *

8.15  ____   *


*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                   PAGE 12 OF 12

<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE

--------------------------------------------------------------------------------
REV ECO   DESCRIPTION                               DRAFT  APPD   DATE
--------------------------------------------------------------------------------
07  none  Final changes and release to Sinoca       WDC    EKM   9/16/96
--------------------------------------------------------------------------------
08  084   *                                    
          *                                         AMPk
--------------------------------------------------------------------------------
                                    
 

                                  OFFICE ROVER
                                                             [HELLO DIRECT LOGO]
                                REMOTE PCB ASSY                   PROPRIETARY

                                 TEST PROCEDURE


                            PROPRIETARY INFORMATION

The information contained in this document is the exclusive property of Hello
Direct Inc. and should not be disclosed to any third party without the written
consent of Hello Direct Inc.


PREPARED BY :                       W. D. CROOK                  3/28/96
--------------------------------------------------------------------------------
APPROVALS REQUIRED [X]
--------------------------------------------------------------------------------
[X] ENGINEERING                 DATE      [_]   OPERATIONS              DATE
    /s/ERIC MAXON             12-5-96
--------------------------------------------------------------------------------
[_] MARKETING                   DATE      [_]   QUALITY                 DATE

--------------------------------------------------------------------------------
[_] PURCHASING                  DATE      [X]   DOCUMENTATION           DATE
                                                /s/ANNA MARIE KIRKHAM 12/2/96 
--------------------------------------------------------------------------------

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                    PAGE 1 OF 12
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE

1. SCOPE
   -----
   This document defines the board level tests to be performed on the
   OfficeRover Remote Unit Transceiver.

2. REFERENCES
-- ----------
   2.1    16-0019-00             Schematic, CT1 Remote Unit
          -- ---- --

   2.2      -    -               PCB Assembly, CT1 Remote Unit
          -- ---- --

   2.3    13-0023-01             BOM, CT1 Remote Unit
          -- ---- --

   2.4    60-0018-00             Office Rover Compliance Specification
          -- ---- --


3. REQUIREMENTS
-- ------------


   3.1  All test equipment used to perform the board level testing shall have
        evidence of current calibration. Equipment not requiring calibration
        shall be so labeled.

   3.2  The following list of equipment is necessary to perform the board level
        testing. In the event that one of the pieces of equipment listed is
        unavailable, an equivalent test instrument may be substituted. *

        *      *                            *

        *      *                            *

        *      *                            *

        *      *                            *

        *      *                            *

        *      *     

4. TEST PREPARATION
-- ----------------

   4.1  To assure accurate frequency and power measurements, apply AC power to
        the test equipment and allow the RF Communications Test Set and Power
        Meter to warm up for a minimum of 30 minutes before making any
        measurements.

   4.2  *

        *      *

        *      *

        *      *

        *      *

        *      *

        *      *

        *      *
        
        *      *

        *      *

        *      *

        *      *

   4.3  * 

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                    PAGE 2 OF 13
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE

   4.4  *

        *      *

        *      *

        *      *

        *      *

        *      *

   4.5  *

   4.6  *

   4.7  *

   4.8  *

        *      *

        *      *

        *      *

        *      *

        *      *

        *      *

        *      *

        *      *

        *      *

        *      *

   4.9  *

5. VCO ALIGNMENT
-- -------------

   5.1  *

   5.2  *

   5.3  *

   5.4  *


*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                    PAGE 3 OF 13
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE

   5.5                                 *

   5.6                                 *

   5.7                                 *

   5.8                                 *

6. TRANSMITTER TESTS
-- -----------------
   6.1                                 *

   6.2                                 *

   6.3                                 *

   6.4                                 *

   6.5                                 *

   6.6                                 *

   6.7                                 *

   6.8                                 *


*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                    PAGE 4 OF 13

<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE


   6.9   *                                                                      
                                                                                
   6.10  *                                                                      
                                                                                
   6.11  *                                                                      
                                                                                
   6.12  *                                                                      
                                                                                
   6.13  *                                                                      
                                                                                
   6.14  *                                                                      
                                                                                
   6.15  *                                                                      
                                                                                
   6.16  *                                                                      
                                                                                
   6.17  *                                                                      
                                                                                
   6.18  *                                                                      
                                                                                
   6.19  *                                                                      
                                                                                
   6.20  *                                                                      

7. RECEIVER TESTS
-- -------------- 
   7.1   *                                                                      
                                                                                
   7.2   *                                                                      
                                                                                
   7.3   *                                                                      
                                                                                
   7.4   *                                                                      
                                                                                
   7.5   *                                                                      
                                                                                
   7.6   *                                                                      
                                                                                
   7.7   *                                                                      
                                                                                
*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH  
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN      
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.                              
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE

   7.8     *
   7.9     *
   7.10    *
   7.11    *
   7.12    *
   7.13    *
   7.14    *
   7.15    *
   7.16    *
   7.17    *
   7.18    *
   7.19    *
   7.20    *
   7.21    *
   7.22    *
   7.23    *
        

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
                                                                    PAGE 6 OF 13
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE

   7.24 * 
   7.25 * 
        

8. POST SHIELD INSTALLATION TESTS
-- ------------------------------

   8.1  *
   8.2  *
   8.3  *
   8.4  *
   8.5  *
   8.6  *
   8.7  *
   8.8  *
   8.9  *
   8.10 *
   8.11 *
   8.12 *

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.        
        
                                                                    PAGE 7 OF 13
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE

   8.13  *
   8.14  *
   8.15  *


*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.         

                                                                    PAGE 8 OF 13
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE





                                       *









                                    FIGURE 1
                                    --------

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


PAGE 9 OF 13
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE





                                       *


                                        



                                    FIGURE 2
                                    --------

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                   PAGE 10 OF 13
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE






                                       *






                                    FIGURE 3
                                    --------

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                   PAGE 11 OF 13
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE


9. TEST DATA SHEET - OFFICE ROVER REMOTE UNIT
-- ------------------------------------------

DATE:       ______                      TESTED BY:    _______

 
UUT SN:     ______
 
5.2   ____   *
5.5   ____   *
5.8   ____   *
6.6   ____   *
6.7   ____   *
6.8   ____   *
6.9   ____   *
6.10  ____   *
6.13  ____   *
6.17  ____   *
6.20  ____   *
7.8   ____   *
7.10  ____   *
7.12  ____   *
7.14  ____   *
7.15  ____   *
7.17  ____   *
7.18  ____   *
7.20  ____   *          __   %


      ____              __   %


      ____              __   %

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                   PAGE 12 OF 13
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE


10. TEST DATA SHEET - OFFICE ROVER REMOTE UNIT
--- ------------------------------------------

DATE:          __________                          TESTED BY:  __________

UUT SN:        __________

7.20  ____   *       __ %
      ____   *       __ %
      ____   *       __ %
7.24  ____   *
7.25  ____   *
8.7   ____   *
8.9   ____   *
8.10  ____   *
8.15  ____   *


*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                   PAGE 13 OF 13
<PAGE>
 
[HELLO DIRECT LOGO]

                                TEST PROCEDURE

--------------------------------------------------------------------------------
REV  ECO      DESCRIPTION                           DRAFT   APPD     DATE
--------------------------------------------------------------------------------
07   none     Final changes and release to Sinoca   WDC              9/16/96
--------------------------------------------------------------------------------
 
 
                                 OFFICE ROVER

                               BASE I/O PCB ASSY             [HELLO DIRECT LOGO]
                                                                  PROPRIETARY
                                TEST PROCEDURE
 
                            

                            PROPRIETARY INFORMATION

The information contained in this document is the exclusive property of Hello
Direct Inc. and should not be disclosed to any third party without the written
consent of Hello Direct Inc.
 
PREPARED BY :                   W. D. CROOK                           4/8/96
--------------------------------------------------------------------------------
APPROVALS REQUIRED [X]
--------------------------------------------------------------------------------
 [X] ENGINEERING                DATE  [_] OPERATIONS                    DATE
     /s/ERIC MAXON           9/19/96
--------------------------------------------------------------------------------
 [_] MARKETING                  DATE  [_] QUALITY                       DATE

--------------------------------------------------------------------------------
 [_] PURCHASING                 DATE  [X] DOCUMENTATION                 DATE

--------------------------------------------------------------------------------

                                                                    PAGE 1 OF 15
<PAGE>
 
[HELLO DIRECT LOGO]

                                TEST PROCEDURE





                                                                    PAGE 2 OF 15
<PAGE>
      
[HELLO DIRECT LOGO]

                                TEST PROCEDURE


1. SCOPE
-- -----
   This document defines the board level tests to be performed on the
   OfficeRover I/O board.

2. REFERENCES
-- ----------
    2.1    16-0018-00             Schematic, CT1 Base I/O Unit

    2.2    __-____-__             PCB Assembly Drawing, CT1 Base I/O Unit

    2.3    13-0022-01             PCB Assembly, CT1 Base I/O Unit

    2.4    60-0018-00             Office Rover Compliance Specification


3. REQUIREMENTS
-- ------------
   3.1  All test equipment used to perform the board level testing shall have
        evidence of current calibration. Equipment not requiring calibration
        shall be so labeled.

   3.2  The following list of equipment is necessary to perform the board level
        testing. In the event that one of the pieces of equipment listed is
        unavailable, an equivalent test instrument may be substituted.

        3.2.1  *
        3.2.2  *
        3.2.3  *
        3.2.4  *
        3.2.5  *

4. TEST PREPARATION
-- ----------------

   4.1  To assure accurate audio measurements, apply AC power to the test
        equipment and allow the scope and function generator to warm up for a
        minimum of 30 minutes before making any measurements.

   4.2  *
   4.3  *
   4.4  *
   4.5  *
        

5. POWER SUPPLY TESTS
-- ------------------
   5.1  *
   5.2  *
   5.3  *
   5.4  *


*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.        

                                                                    PAGE 3 OF 15
<PAGE>
                                TEST PROCEDURE
 
   5.5  *
        

6. AUDIO BUFFER TESTS
-- ------------------
   6.1  *
   6.2  *
   6.3  *
   6.4  *
   6.5  *
   6.6  *
   6.7  *
   6.8  *
   6.9  *
   6.10 *
   6.11 *
   6.12 *
   6.13 *

7. BATTERY CHARGER TESTS
-- ---------------------
   7.1  *
   7.2  *
   7.3  *
   7.4  *
   7.5  *
   7.6  *

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
                                                                    PAGE 4 OF 15
<PAGE>
                                TEST PROCEDURE 
8. RINGDET, OFFHOOK, DATA TESTS
-- ----------------------------
   8.1  *
   8.2  *
   8.3  *
   8.4  *
   8.5  *
   8.6  *
   8.7  *
   8.8  *
   8.9  *
   8.10 *

9. AUDIO SLIDE POT TEST
-- --------------------
   9.1  *
   9.2  *
   9.3  *
   9.4  *
   9.5  *

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                    PAGE 5 OF 15
<PAGE>
 
[HELLO DIRECT LOGO]

                                TEST PROCEDURE





                                       *











                                    FIGURE 1
                                    --------

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

PAGE 6 OF 15
<PAGE>
 
[HELLO DIRECT LOGO]

                                TEST PROCEDURE







                                       *













                                   Figure 2

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


                                                                    PAGE 7 OF 15
<PAGE>
 
[HELLO DIRECT LOGO]

                                TEST PROCEDURE








                                       *








                                    FIGURE 3
                                    --------

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                    PAGE 8 OF 15
<PAGE>
 
[HELLO DIRECT LOGO]

                                TEST PROCEDURE







                                       *














                                    FIGURE 4
                                    --------

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                    PAGE 9 OF 15
<PAGE>
 
[HELLO DIRECT LOGO]

                                TEST PROCEDURE







                                       *













                                    FIGURE 5
                                    --------

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                   PAGE 10 OF 15
<PAGE>
 
[HELLO DIRECT LOGO]

                                TEST PROCEDURE







                                       *














                                    FIGURE 6
                                    --------

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                   PAGE 11 OF 15
<PAGE>
 
[HELLO DIRECT LOGO]

                                TEST PROCEDURE









                                       *










                                    FIGURE 7
                                    --------

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                   PAGE 12 OF 15
<PAGE>
 
[HELLO DIRECT LOGO]

                                TEST PROCEDURE










                                       *










                                    FIGURE 8
                                    --------

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                   PAGE 13 OF 15
<PAGE>
 
[HELLO DIRECT LOGO]

                                TEST PROCEDURE










                                       *













                                    FIGURE 9
                                    --------

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                   PAGE 14 OF 15
<PAGE>

                                TEST PROCEDURE 

10. TEST DATA SHEET - OFFICE ROVER I/O UNIT
--- ---------------------------------------
 
DATE:    ____                                                TESTED BY:  __

UUT SN:  ____

 
5.2   ____   *
5.3   ____   *
5.4   ____   *
5.5   ____   *
6.4   ____   *
6.6   ____   *
6.8   ____   *
6.11  ____   *
6.13  ____   *
7.2   ____   *         _________     *         _________   *
7.3   ____   *         _________     *         _________   *
7.5   ____   *         _________     *
7.6   ____   *         _________     *         
8.4   ____   *    _______ *      _________   *
8.7   ____   *    _______ *      _________   *
8.10  ____   *    _______ *      _________   *
9.4   ____   *
9.5   ____   *
 
*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                   Page 15 of 15
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE
--------------------------------------------------------------------------------
REV    ECO   DESCRIPTION                                   DRAFT  APPD    DATE
--------------------------------------------------------------------------------
01     none  CREATE                                        WDC    WDC    7/2/96
--------------------------------------------------------------------------------
02     none  Modified to eliminate the RMS*SQRT2 detector  WDC    WDC   7/15/96
--------------------------------------------------------------------------------
03     none  Final changes and release to Sinoca           WDC    EKM   9/16/96
--------------------------------------------------------------------------------
04     084   *                                             AMPk   EKM    12//96
--------------------------------------------------------------------------------
05     089  Replace all "talk" with "ON/OFF"               JN
--------------------------------------------------------------------------------
 

                              OFFICE ROVER REMOTE

                             FINAL TEST PROCEDURE
                                                         [HELLO DIRECT LOGO]
                                  ITEM #1743                 PROPRIETARY


                            PROPRIETARY INFORMATION

The information contained in this document is the exclusive property of Hello
Direct Inc. and should not be disclosed to any third party without the written
consent of Hello Direct Inc.


PREPARED BY :                     W. D. CROOK                   7/2/96
--------------------------------------------------------------------------------
APPROVALS REQUIRED [X]
--------------------------------------------------------------------------------
[X]  ENGINEERING        DATE            [_] OPERATIONS              DATE
     /s/ERIC MAXON     5-Dec-96
--------------------------------------------------------------------------------
[_]  MARKETING          DATE            [_] QUALITY                 DATE

--------------------------------------------------------------------------------
[_]  PURCHASING         DATE            [X] DOCUMENTATION           DATE
                                            /s/ANNA MARIE KIRKAM   5-Dec-96
--------------------------------------------------------------------------------

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                     PAGE 1 OF 6
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE

1. SCOPE
-- -----
   This document defines the final level tests to be performed on the Office
   Rover Remote Unit Transceiver.

2. REFERENCES
-- ----------
   2.1    16-0019-00  Schematic, CT1 Remote Unit

   2.2    __-____-__  PCB Assembly Drawing, CT1 Remote Unit

   2.3    13-0023-01  PCB Assy, CT1 Remote Unit

   2.4    60-0018-00  Office Rover Compliance Specification


3. REQUIREMENTS
-- ------------
   3.1  All test equipment used to perform the final level testing shall have
        evidence of current calibration. Equipment not requiring calibration
        shall be so labeled.

   3.2  The following list of equipment is necessary to perform the board level
        testing. In the event that one of the pieces of equipment listed is
        unavailable, an equivalent test instrument may be substituted.

                                       *

4. TEST PREPARATION
-- ----------------
   4.1  To assure accurate frequency and power measurements, apply AC power to
        the test equipment and allow the RF Communications Test Set to warm up
        for a minimum of 30 minutes before making any measurements. 

   4.2  *

   4.3  *

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS6


                                                                  PAGE OF 2 OF 6
<PAGE>
                                 TEST PROCEDURE
 
   4.4  *
   4.5  *
   4.6  *
        
        
*

5. TRANSMITTER TESTS
-- -----------------
   5.1  *
   5.2  *
   5.3  *
   5.4  *
   5.5  *
   5.6  *
   5.7  *

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
                                                  
                                                                    PAGE 3 OF 6
<PAGE>
                                TEST PROCEDURE
 
   5.8  *
   5.9  *
   5.10 *
   5.11 *
   5.12 *
   5.13 *
   5.14 *
         

        *

6. RECEIVER TESTS
-- --------------
   6.1  *
   6.2  *
   6.3  *
   6.4  *
   6.5  *
   6.6  *
   6.7  *
   6.8  *
        
        
*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

        
       
                                                                     PAGE 4 OF 6
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE




                                      *

















                                    FIGURE 1
                                    --------

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                     PAGE 5 OF 6

<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE
--------------------------------------------------------------------------------
REV     ECO   DESCRIPTION                                   DRAFT  APPD   DATE
--------------------------------------------------------------------------------
01      none  CREATE                                        WDC    WDC   7/2/96
--------------------------------------------------------------------------------
02      none  Modified to eliminate the RMS*SQRT2 detector  WDC    WDC   7/15/96
--------------------------------------------------------------------------------
03      none  Final changes and release to Sinoca           WDC    EKM   9/16/96
--------------------------------------------------------------------------------
04      084   *                                             AMPk
------------------------------------------------------------------------------- 
 
 

                               OFFICE ROVER BASE
                                                            [HELLO DIRECT LOGO]
                              FINAL TEST PROCEDURE               PROPRIETARY

                                   ITEM #1742

                            PROPRIETARY INFORMATION

The information contained in this document is the exclusive property of Hello
Direct Inc. and should not be disclosed to any third party without the written
consent of Hello Direct Inc.



PREPARED BY :                     W. D. CROOK                            7/2/96
--------------------------------------------------------------------------------
APPROVALS REQUIRED [X]
--------------------------------------------------------------------------------
[X] ENGINEERING          DATE             [_] OPERATIONS                    DATE
   /s/ERIC MAXON         12-5-97
--------------------------------------------------------------------------------
[_] MARKETING            DATE             [_] QUALITY                       DATE

--------------------------------------------------------------------------------
[_] PURCHASING           DATE             [X] DOCUMENTATION                 DATE
                                              /s/ANNA MARIE KIRKHAM      12/3/96
--------------------------------------------------------------------------------

                                                                     PAGE 1 OF 7

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE

1. SCOPE                                                                  3
   -----

2. REFERENCES                                                             3
   ----------

3. REQUIREMENTS                                                           3
   ------------

4. TEST PREPARATION                                                       3
   ----------------

5. TRANSMITTER TESTS                                                      4
   -----------------

6. RECEIVER TESTS                                                         5
   --------------

7. TEST DATA SHEET - OFFICE ROVER BASE UNIT FINAL TEST                    7
   ---------------------------------------------------


                                                                     PAGE 2 OF 7
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE

1. SCOPE
-- -----
   This document defines the final level tests to be performed on the
   OfficeRover Base Unit Transceiver.

2. REFERENCES
-- ----------

   2.1    16-0017-00  Schematic, CT1 Base RF Unit
          -- ---- --

   2.2    __-____-__  PCB Assembly Drawing, CT1 Base RF Unit

   2.3    13-0021-01  PCB Assembly, CT1 Base RF Unit
          -- ---- --

   2.4    16-0018-00  Schematic, CT1 Base I/O Unit
          -- ---- --

   2.5    __-____-__  PCB Assembly Drawing, CT1 Base I/O Unit

   2.6    13-0022-01  PCB Assembly, CT1 Base I/O Unit
          -- ---- --

   2.7    01-1742-A1  Base Assembly, Office Rover
          -- ---- --

   2.8    60-0018-00  Office Rover Compliance Specification
          -- ---- --


3. REQUIREMENTS
-- ------------

   3.1  All test equipment used to perform the final level testing shall have
        evidence of current calibration. Equipment not requiring calibration
        shall be so labeled.

   3.2  The following list of equipment is necessary to perform the board level
        testing. In the event that one of the pieces of equipment listed is
        unavailable, an equivalent test instrument may be substituted.

        *

4. TEST PREPARATION
-- ----------------

   4.1  To assure accurate frequency and power measurements, apply AC power to
        the test equipment and allow the RF Communications Test Set to warm up
        for a minimum of 30 minutes before making any measurements.

   4.2  
                                      *

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                     PAGE 3 OF 7
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE

   4.3           *
       
   4.4           * 
       
   4.5           *
       
   4.6           *
       
   4.7           *
        
   4.8           *
       
   4.9           *
        
   4.10          *
       
   4.11          *
       
5. TRANSMITTER TESTS
-- -----------------
   5.1           *
       
   5.2           *
       
   5.3           *
          
   5.4           *
       
   5.5           * 
       
   5.6           *
       
*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                     PAGE 4 OF 7
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE



   5.7                                 *  
 
   5.8                                 *

   5.9                                 *

   5.10                                *

   5.11                                *

6. RECEIVER TESTS
-- --------------
   6.1                                 *

   6.2                                 *

   6.3                                 *

   6.4                                 *

   6.5                                 *

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                     PAGE 5 OF 7
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE


                                       *






































                                    FIGURE 1
                                    --------


*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                     PAGE 6 OF 7
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE

7. TEST DATA SHEET - OFFICE ROVER BASE UNIT FINAL TEST
-- ---------------------------------------------------

 
DATE:             TESTED BY:   
         -----               -----
UUT SN:   
         -----
 
5.4             *
         -----

5.5             *
         -----

5.9             *
         -----

5.11            *
         -----

6.2             *
         -----

6.4             *
         -----

6.5             *
         ----- 

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                     PAGE 7 OF 7
<PAGE>
 
[LOGO OF HELLO DIRECT]

                               TEST OF PROCEDURE
--------------------------------------------------------------------------------
REV  ECO   DESCRIPTION                                  DRAFT  APPD   DATE
--------------------------------------------------------------------------------
01   none  CREATE                                       WDC          9/16/96
--------------------------------------------------------------------------------



                                  OFFICE ROVER
                                                           [HELLO DIRECT LOGO]
                                 QUALTIY FINAL                  PROPRIETARY

                                 TEST PROCEDURE

                            PROPRIETARY INFORMATION


The information contained in this document is the exclusive property of Hello
Direct Inc. and should not be disclosed to any third party without the written
consent of Hello Direct Inc.


PREPARED BY :                   W. D. CROOK                             9/16/96
--------------------------------------------------------------------------------
APPROVALS REQUIRED [X]
--------------------------------------------------------------------------------
[X] ENGINEERING         DATE            [_] OPERATIONS                  DATE
    /s/ERIC MAXON       9/19/96
--------------------------------------------------------------------------------
[_] MARKETING           DATE            [_] QUALITY                     DATE

--------------------------------------------------------------------------------
[_] PURCHASING          DATE            [X] DOCUMENTATION               DATE

--------------------------------------------------------------------------------


                                                                     PAGE 1 OF 8
<PAGE>
 
[LOGO OF HELLO DIRECT]

                               TEST OF PROCEDURE
 

1. SCOPE                                                        3
   -----

2. REFERENCES                                                   3
   ----------

3. REQUIREMENTS                                                 3
   ------------

4. TEST PREPARATION                                             3
   ----------------

5. TRANSMIT TESTS (HANDSET TO BASE)                             4
   -------------------------------

6. RECEIVE TESTS (BASE TO HANDSET)                              5
   ------------------------------

7. RING INITIATOR AND BUSY INDICATOR TEST                       6
   --------------------------------------

8. SPARE BATTERY CHARGING INDICATOR TEST                        6
   -------------------------------------

9. TEST DATA SHEET - OFFICE ROVER FINAL/SOURCE QA INSPECTION    8
   ---------------------------------------------------------

                                                                     PAGE 2 OF 8
<PAGE>
 
[LOGO OF HELLO DIRECT]

                               TEST PROCEDURE
1. SCOPE
-- -----
   This document defines the  tests to be performed on the OfficeRover Remote
   Assembly /Base Assembly Transceiver pair at a final or incoming QA station.

2. REFERENCES
-- ----------

   2.1     16-0019-00           Schematic, CT1 Remote Unit
           -- ---- --

   2.2     __-____-__           PCB Assembly Drawing, CT1 Remote Unit

   2.3     13-0023-01           PCB Assembly, CT1 Remote Unit
           -- ---- --

   2.4     01-1743-A1           Remote Assy, Office Rover
           -- ---- --

   2.5     16-0017-00           Schematic, CT1 Base Unit
           -- ---- --

   2.6     __-____-__           PCB Assembly, CT1 Base Unit

   2.7     13-0021-01           PCB Assembly, CT1 Base Unit
           -- ---- --

   2.8     16-0018-00           Schematic, CT1 Base I/O Unit
           -- ---- --

   2.9     __-____-__           PCB Assembly Drawing, CT1 Base I/O Unit

   2.10    13-0022-01           PCB Assembly, CT1 Base I/O Unit
           -- ---- --

   2.11    01-1742-A1           Base Assembly, Office Rover
           -- ---- --

   2.12    60-0018-00           Pocket Pack Compliance Specification
           -- ---- --

3. REQUIREMENTS
-- ------------


   3.1  All test equipment used to perform the final level testing shall have
        evidence of current calibration. Equipment not requiring calibration
        shall be so labeled.

   3.2 The following list of equipment is necessary to perform the board level
       testing. In the event that one of the pieces of equipment listed is
       unavailable, an equivalent test instrument may be substituted.

                                       *

4. TEST PREPARATION
-- ----------------

   4.1  To assure accurate frequency and power measurements, apply AC power to
        the test equipment and allow the RF Communications Test Set to warm up
        for a minimum of 30 minutes before making any measurements.


*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                     PAGE 3 OF 8
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE
 
   4.2                                 *                        

   4.3                                 *

   4.4                                 *
                                        
   4.5                                 *                                        
                                        
   4.6                                 *                                
                                        
   4.7                                 *                                
                                        
5. TRANSMIT TESTS (HANDSET TO BASE)
-- --------------------------------

   5.1                                 *

   5.2                                 *
        
   5.3                                 *
        
   5.4                                 *
                                        
   5.5                                 *
                                        
   5.6                                 *
                                        
   5.7                                 *
      
   5.8                                 *
      
   5.9                                 *
      
   5.10                                *

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                     PAGE 4 OF 8
<PAGE>
 
[LOGO OF HELLO DIRECT]

                               TEST PROCEDURE
   5.11                                *                          
                                                                  
   5.12                                *                          
                                                                  
   5.13                                *                          
                                                                  
   5.14                                *                          
                                                                  
   5.15                                *                          
                                                                  
   5.16                                *                          
                                                                  
   5.17                                *                          
                                                                  
   5.18                                *                          

6. RECEIVE TESTS (BASE TO HANDSET)
-- -------------------------------

   6.1                                 *                                   

   6.2                                 *                                        
                                                                                
   6.3                                 *                                        
                                                                                
   6.4                                 *                                        
                                                                                
   6.5                                 *                                        
                                                                                
   6.6                                 *                                        
                                                                                
   6.7                                 *                                        
                                                                                
   6.8                                 *                                        
                                                                                
   6.9                                 *                                        
                                                                                
   6.10                                *                                        


*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                     PAGE 5 OF 8
<PAGE>
 
[LOGO OF HELLO DIRECT]

                               TEST PROCEDURE
   6.11                                *

7. RING INITIATOR AND BUSY INDICATOR TEST
-- --------------------------------------
 
   7.1                                 * 
                                         
   7.2                                 * 
                                         
   7.3                                 * 
                                         
   7.4                                 * 
                                         
   7.5                                 * 

8. SPARE BATTERY CHARGING INDICATOR TEST
-- -------------------------------------

   8.1                                 *                                        
                                                                                
   8.2                                 *                                        

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                     PAGE 6 OF 8
<PAGE>
 
[LOGO OF HELLO DIRECT]

                               TEST PROCEDURE

                                       *











































                                    FIGURE 1
                                    --------


*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                     PAGE 7 OF 8
<PAGE>
 
[LOGO OF HELLO DIRECT]

                               TEST PROCEDURE

9. TEST DATA SHEET - OFFICE ROVER FINAL/SOURCE QA INSPECTION
-- ---------------------------------------------------------
 
DATE:       ____                        TESTED BY:   ____

REMOTE SN:  ____                        BASE SN:     ____

 
5.9   ____   *

5.10  ____   *

5.11  ____   *            __ %

      ____   *            __ %
      
      ____   *            __ %

5.13  ____   * 

5.14  ____   * 

5.16  ____   *       

5.17  ____   *

6.6   ____   *

6.7   ____   *

6.9   ____   *

6.10  ____   *

7.2   ____   *

7.4   ____   *

8.1   ____   *

8.2   ____   *

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                     PAGE 8 OF 8
<PAGE>
  
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE
--------------------------------------------------------------------------------
REV   ECO   DESCRIPTION                                  DRAFT   APPD    DATE
--------------------------------------------------------------------------------
01    none  CREATE                                        WDC    WDC    7/2/96
--------------------------------------------------------------------------------
02    none  Final changes and release to Sinoca           WDC    EKM    9/16/96
--------------------------------------------------------------------------------
03    078  REVISE TOLERANCE SEC. 5.9                      AMPk   EKM    10/17/96
--------------------------------------------------------------------------------
04    081  REVISE TOLERANCES SEC 5.13, 5.14, 6.9, 6.10    AMPk   EKM    10/23/96
--------------------------------------------------------------------------------
05    089  Change references to "TALK" Button             AMPk   EKM    12/96
      090  SEC. 5.6 - Add time to link test.
--------------------------------------------------------------------------------
06    115  Add Section 9 for Microphonics testing         AMPk 
--------------------------------------------------------------------------------

                              OFFICE ROVER PAIRED

                              FINAL TEST PROCEDURE

                                   ITEM #1741



                            PROPRIETARY INFORMATION

The information contained in this document is the exclusive property of Hello
Direct Inc. and should not be disclosed to any third party without the written
consent of Hello Direct Inc.


PREPARED BY :                       W. D. Crook                           7/2/96
--------------------------------------------------------------------------------
APPROVALS REQUIRED [X]
--------------------------------------------------------------------------------
[X] ENGINEERING                 DATE    [_] OPERATIONS                      DATE
  /s./ERIC MAXON               5/9/97
--------------------------------------------------------------------------------
[_] MARKETING                   DATE    [_] QUALITY                         DATE

--------------------------------------------------------------------------------
[_] PURCHASING                  DATE    [X] DOCUMENTATION                   DATE

--------------------------------------------------------------------------------

                                                                     PAGE 1 OF 8

<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE

1. SCOPE                                                      3
  ------          

2. REFERENCES                                                 3
  -----------          

3. REQUIREMENTS                                               3
  -------------          

4. TEST PREPARATION                                           3
  ----- -----------          

5. TRANSMIT TESTS (HANDSET TO BASE)                           4
  --------- ----- -------- -- -----                                   

6. RECEIVE TESTS (BASE TO HANDSET)                            5
  -------- ----- ----- -- --------                                    

7. RING INITIATOR AND BUSY INDICATOR TEST                     6
  ----- --------- --- ---- --------- ----                             

8. SPARE BATTERY CHARGING INDICATOR TEST                      6
  ------ ------- -------- --------- ----                              

9. TEST DATA SHEET - OFFICE ROVER PAIRED UNIT FINAL TEST      8
  ----- ---- ----- - ------ ----- ------ ---- ----- ----              

                                                                     PAGE 2 OF 8
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE


1. SCOPE
-- -----
   This document defines the final level tests to be performed on the Office
   Rover Remote Assembly /Base Assembly Transceiver pair.

2. REFERENCES
-- ----------


2.1     16-0019-00            Schematic, CT1 Remote Unit
        -- ---- --

2.2     __-____-__            PCB Assembly Drawing, CT1 Remote Unit

2.3     13-0023-01            PCB Assembly, CT1 Remote Unit
        -- ---- --        

2.4     01-1743-A1            Remote Assy, Office Rover
        -- ---- --

2.5     16-0017-00            Schematic, CT1 Base Unit
        -- ---- --

2.6     __-____-__            PCB Assembly, CT1 Base Unit

2.7     13-0021-01            PCB Assembly, CT1 Base Unit
        -- ---- --

2.8     16-0018-00            Schematic, CT1 Base I/O Unit
        -- ---- --

2.9     __-____-__            PCB Assembly Drawing, CT1 Base I/O Unit

2.10    13-0022-01            PCB Assembly, CT1 Base I/O Unit
        -- ---- --

2.11    01-1742-A1            Base Assembly, Office Rover
        -- ---- --

2.12    60-0018-00            Pocket Pack Compliance Specification
        -- ---- --

3. REQUIREMENTS
-- ------------

   3.1  All test equipment used to perform the final level testing shall have
        evidence of current calibration. Equipment not requiring calibration
        shall be so labeled.

   3.2  The following list of equipment is necessary to perform the board level
        testing. In the event that one of the pieces of equipment listed is
        unavailable, an equivalent test instrument may be substituted.

                                       *

4. TEST PREPARATION
-- ----------------

   4.1  To assure accurate frequency and power measurements, apply AC power to
        the test equipment and allow the RF Communications Test Set to warm up
        for a minimum of 30 minutes before making any measurements.

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                     PAGE 3 OF 8
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE

   4.2                                 *                            
                                                                                
   4.3                                 *
                                                                                
   4.4                                 *
                                                                                
   4.5                                 *
                                                                                
   4.6                                 *
                                                                                
   4.7                                 *
                                                                                

5. TRANSMIT TESTS (HANDSET TO BASE)
-- --------------------------------

   5.1                                 *

   5.2                                 *
                                                                                
   5.3                                 *
                                                                                
   5.4                                 *
                                                                                
   5.5                                 *
                                                                                
   5.6                                 *
                                                                                
   5.7                                 *
                                                                                
   5.8                                 *

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.               

                                                                     PAGE 4 OF 8
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE

   5.9                                 *

   5.10                                *
                                                                                
   5.11                                *
                                                                                
   5.12                                *
                                                                                
   5.13                                *                                        
                                                                                
   5.14                                *                                        
                                                                                
   5.15                                *                                        
                                                                                
   5.16                                *                                        
                                                                                
   5.17                                *                                        
                                                                                
   5.18                                *                                        

6. RECEIVE TESTS (BASE TO HANDSET)
-- -------------------------------
   6.1                                 *                           

   6.2                                 *                                        
                                                                                
   6.3                                 *                                        
                                                                                
   6.4                                 *                                        
                                                                                
   6.5                                 *                                        
                                                                                
   6.6                                 *                                        
                                                                                
   6.7                                 *                                        
                                                                                
   6.8                                 *                                        
                                                                                
   6.9                                 *                                        
                                                                                
   6.10                                *                                        

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                     PAGE 5 OF 8
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE

   6.11                                *

7. RING INITIATOR AND BUSY INDICATOR TEST
-- --------------------------------------


   7.1                                 *
        
   7.2                                 *
        
   7.3                                 *
        
   7.4                                 *
        
   7.5                                 *

8. SPARE BATTERY CHARGING INDICATOR TEST
-- -------------------------------------

   8.1                                 *

   8.2                                 *

9. MICROPHONICS & NOISE TEST
-- -------------------------
   9.1  Adjust the unit for the following settings:

        9.1.1          *

        9.1.2          *

        9.1.3          *

   9.2                                 *                                        
                                                                                
   9.3                                 *                                        
                                                                                
   9.4                                 *                                        
                                                                                
*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
                                                                                
                                                                     PAGE 6 OF 8
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE



                                       *








































                                    FIGURE 1
                                    --------

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                     PAGE 7 OF 8
<PAGE>
 
[LOGO OF HELLO DIRECT]

                                TEST PROCEDURE
 
10. TEST DATA SHEET - OFFICE ROVER PAIRED UNIT FINAL TEST
--- -----------------------------------------------------

DATE:       __________                        TESTED BY:  __________

REMOTE SN:  __________                        BASE SN:    __________


 
 
5.9  ____   *       
                    
5.10  ____  *       
                    
5.11  ____  *        __ %
                    
      ____  *        __ %
                    
      ____  *        __ %
                    
5.13  ____  *       
                    
5.14  ____  *       
                    
6.6   ____  *       
                    
6.7   ____  *       
                    
6.9   ____  *       
                    
6.10  ____  *       

*  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
   THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 
   REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                     PAGE 8 OF 8