[ARTICLE]      5 

WELLS FARGO BANK                         REVOLVING LINE OF CREDIT NOTE

        $7,000,000.00                            San Jose, California
                                                 May 15, 1998

FOR VALUE RECEIVED, the undersigned HELLO DIRECT, INC. ("Borrower") 
promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION 
("Bank") at its office at Santa Clara Valley RCBO, 121 Park Center 
Plaza 3rd Flr, San Jose, CA 95115, or at such other place as the 
holder hereof may designate, in lawful money of the United States of 
America and in immediately available funds, the principal sum of 
$7,000,000.00, or so much thereof as may be advanced and be 
outstanding, with interest thereon, to be computed on each advance 
from the date of its disbursement as set forth herein.

INTEREST/FEES:

(a) Interest. The outstanding principal balance of this Note shall 
bear interest (computed on the basis of a 360-day year, actual days 
elapsed) at a rate per annum equal to the Prime Rate in effect from 
time to time. The "Prime Rate" is a base rate that Bank from time to 
time establishes and which serves as the basis upon which effective 
rates of interest are calculated for those loans making reference 
thereto. Each change in the rate of interest hereunder shall become 
effective on the date each Prime Rate change is announced within Bank.

(b) Payment of Interest. Interest accrued on this Note shall be 
payable on the 15th day of each month, commencing June 15, 1998.

(c) Default Interest. From and after the maturity date of this 
Note, or such earlier date as all principal owing hereunder becomes 
due and payable by acceleration or otherwise, the outstanding 
principal balance of this Note shall bear interest until paid in full 
at an increased rate per annum (computed on the basis of a 360-day 
year, actual days elapsed) equal to 4% above the rate of interest from 
time to time applicable to this Note.

(d) Commitment Fee. Prior to the initial extension of credit under 
this Note, Borrower shall pay to Bank a non-refundable commitment fee 
of $10,000.00.

(e) Collection of Payments. Borrower authorizes Bank to collect all 
interest and fees due hereunder by charging Borrower's demand deposit 
account number 4159-321926 with Bank, or any other demand deposit 
account maintained by any Borrower with Bank, for the full amount 
thereof. Should there be insufficient funds in any such demand deposit 
account to pay all such sums when due, the full amount of such 
deficiency shall be immediately due and payable by Borrower.

SIGHT COMMERCIAL LETTER OF CREDIT SUBFEATURE:

(a) Letter of Credit Subfeature. As a subfeature under this Note, 
Bank agrees from time to time during the term hereof to issue sight 
commercial letters of credit for the account of Borrower to finance 
Borrower's inventory purchases (each, a "Letter of Credit" and 
collectively, "Letters of Credit"); provided however, that the form 
and substance of each Letter of Credit shall be subject to approval by 
Bank, in its sole discretion; and provided further, that the aggregate 
undrawn amount of all outstanding Letters of Credit shall not at any 
time exceed $7,000,000.00. Each Letter of Credit shall be issued for a 
term not to exceed 180 days, as designated by Borrower; provided 
however, that no Letter of Credit shall have an expiration date more 
than 90 days beyond the maturity date of this Note. The undrawn amount 
of all Letters of Credit shall be reserved under this Note and shall 
not be available for borrowings hereunder. Each Letter of Credit shall 
be subject to the additional terms and conditions of the Letter of 
Credit Agreement and related documents, if any, required by Bank in 
connection with the issuance thereof. Each draft paid by Bank under a 
Letter of Credit shall be deemed an advance under this Note and shall 
be repaid by Borrower in accordance with the terms and conditions of 
this Note; provided however, that if advances hereunder are not 
available, for any reason, at the time any draft is paid by Bank, then 
Borrower shall immediately pay to Bank the full amount of such draft, 
together with interest thereon from the date such amount is paid by 
Bank to the date such amount is fully repaid by Borrower, at the rate 
of interest applicable to advances hereunder. In such event Borrower 
agrees that Bank, in its sole discretion, may debit any demand deposit 
account maintained by Borrower with Bank for the amount of any such 
draft.

(b) Letter of Credit Fees. Borrower shall pay to Bank fees upon the 
issuance of each Letter of Credit, upon the payment or negotiation by 
Bank of each draft under any Letter of Credit and upon the occurrence 
of any other activity with respect to any Letter of Credit (including 
without limitation, the transfer, amendment or cancellation of any 
Letter of Credit) determined in accordance with Bank's standard fees 
and charges then in effect for such activity.

BORROWING AND REPAYMENT:

(a) Use of Proceeds. Advances under this Note shall be available 
solely to finance working capital requirements.

        (b) Borrowing and Repayment. Borrower may from time to time during 
the term of this Note borrow, partially or wholly repay its 
outstanding borrowings, and re-borrow, subject to all of the 
limitations, terms and conditions of this Note and of any document 
executed in connection with, or at any tame as a supplement to, this 
Note; provided however, that the total outstanding borrowings under 
this Note shall not at any time exceed the principal amount stated 
above. The unpaid principal balance of this obligation at any time 
shall be the total amounts advanced hereunder by the holder hereof 
less the amount of any principal payments made hereon by or for any 
Borrower, which balance may be endorsed hereon from time to time by 
the holder. The outstanding principal balance of this Note shall be 
due and payable in full on May 15, 1999; except with respect to any 
draft paid by Bank under a commercial Letter of Credit subsequent to 
said date, the full amount of which shall be due and payable by 
Borrower immediately upon payment by Bank.

(c) Advances. Advances hereunder, to the total amount of the 
principal sum available hereunder, may be made by the holder at the 
oral or written request of (i) E. Alexander Glover or Raymond E. 
Nystrom or Kermit Nolan, any one acting alone, who are authorized to 
request advances and direct the disposition of any advances until 
written notice of the revocation of such authority is received by the 
holder at the office designated above, or (ii) any person, with 
respect to advances deposited to the credit of any account of any 
Borrower with the holder, which advances, when so deposited, shall be 
conclusively presumed to have been made to or for the benefit of each 
Borrower 'regardless of the fact that persons other than those 
authorized to request advances may have authority to draw against such 
account. The holder shall have no obligation to determine whether any 
person requesting an advance is or has been authorized by any 
Borrower.

EVENTS OF DEFAULT:
Any default in the payment or performance of any obligation under 
this Note, or any defined event of default under any loan agreement 
now or at any time hereafter in effect between Borrower and Bank 
(whether executed prior to, concurrently with or at any time after 
this Note), shall constitute an "Event of Default" under this Note.

MISCELLANEOUS:
(a) Remedies. Upon the occurrence of any Event of Default, the 
holder of this Note, at the holder's option, may declare all sums of 
principal, interest, fees and charges outstanding hereunder to be 
immediately due and payable without presentment, demand, notice of 
nonperformance, notice of protest, protest or notice of dishonor, all 
of which are expressly waived by each Borrower, and the obligation, if 
any, of the holder to extend any fur[her credit hereunder shall 
immediately cease and terminate. Each Borrower shall pay to the holder 
immediately upon demand the full amount of all payments; advances, 
charges, costs and expenses, including reasonable attorneys' fees (to 
include outside counsel fees and all allocated costs of the holder's 
in-house counsel), expended or incurred by the holder in connection 
with the enforcement of the holder's rights and/or the collection of 
any amounts which become due to the holder under this Note, and the 
prosecution or defense of any action in any way related to this Note, 
including without limitation, any action for declaratory relief, 
whether incurred at the trial or appellate level, in an arbitration 
proceeding or otherwise, and including any of the foregoing incurred 
in connection with any bankruptcy proceeding (including without 
limitation, any adversary proceeding, contested matter or motion 
brought by Bank or any other person) relating to any Borrower or any 
other person or entity.

(b) Obligations Joint and Several. Should more than one person or 
entity sign this Note as a Borrower, the obligations of each such 
Borrower shall be joint and several.

(c) Governing Law. This Note shall be governed by and construed in 
accordance with the laws of the state of California.

IN WITNESS WHEREOF, the undersigned has executed this Note as 
of the date first written above.

HELLO DIRECT, INC.



By: /s/ Raymond E. Nystrom

Title: V.P. Operations, CFO