[ARTICLE]      5 




Note:  Information in this document marked with "[*]" has been 
omitted and filed separately with the Commission.  Confidential 
treatment has been requested with respect to the omitted portions.




AGREEMENT BETWEEN HELLO DIRECT, INC. AND SEO-WON K-TEC., INC.





TABLE OF CONTENTS

        Number  Article

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

                Appendices
        A       Products and Prices
        B       Tools, Jigs and Fixtures
        C       Quality Inspection Definitions
        D       Sales Territory and License Fee
        E       Hello Direct Trademarks




MANUFACTURING AND SUPPLY AGREEMENT


This Manufacturing and Supply Agreement (the "Agreement") is 
entered this 
First day of January, 1998, by and 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

SEO-WON K-TEC., INC.
4th Floor, Ilsung Building
6-17 Yangjae-Dong, Seocho-ku
Seoul, Korea

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


Recitals

        A.      HDI is in the business of developing, manufacturing and 
selling certain telephone communications and related products and is 
the owner of valuable intellectual property rights in relation 
thereto.

        B.      SWKT represents that it has the desire and capability to 
manufacture for HDI certain telephone communications and related 
products according to desired specifications to be provided by HDI, 
and HDI desires to purchase such products from SWKT under the terms 
and conditions contained herein.

        NOW, THEREFORE, in consideration of the premises and of the 
mutual agreements and covenants hereinafter set forth, the parties 
hereto agree as follows:


1.DEFINITIONS

As used in this Agreement, the following terms shall have the 
following meanings: 

1.1     "Confidential Information" shall mean all information, 
data and know-how of a confidential nature relating to 
the businesses, affairs, development projects, 
manufacturing techniques, sales strategies, products or 
services provided by either party which is disclosed to 
one party prior to or during the term of this Agreement, 
including (a) the Technical Information; (b) information 
concerning the disclosing party's customers or markets; 
(c) information concerning the composition, manufacture 
or development of the Products or other products of 
either party; and (d) any technical information, know-
how, trade secrets or Intellectual Property Rights of the 
disclosing party.  Confidential Information may be 
communicated orally, visually, electronically, 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: 
(a) is already rightfully known to the receiving party at 
the time of disclosure; (b) is or becomes public 
knowledge through no fault of the recipient; (c) is 
received without an obligation of confidentiality from a 
third party having the lawful right to disclose same; or 
(d) is required by law to be disclosed.

1.2     "Effective Date" shall mean the date set forth above 
which shall be the last date on which this Agreement is 
fully executed by the parties.

1.3     "Improvements" shall mean any and all inventions, 
discoveries, ideas, developments, improvements and 
enhancements related to the Products or the Technical 
Information, whether or not such inventions, etc. are 
patented or patentable, copyrighted or copyrightable, and 
which are conceived or first reduced to practice by 
either party during the term of this Agreement; provided, 
however, that Improvements shall not include 
manufacturing processes developed by SWKT unless such 
processes are unique to the Products.

1.4     "Intellectual Property Rights" shall mean all proprietary 
rights in and to all information, technology and 
expertise, whether or not patented or patentable, 
copyrighted or copyrightable, and all manufacturing 
techniques, trade secrets, know-how, technical data, 
processes or procedures that relate to the Products, 
including the Technical Information, the Trademarks and 
any Improvements.

1.5     "Stable Products" shall mean those Products that have 
been manufactured for [*] consecutive monthly lots, where 
(i) each production lot has been a minimum of [*] units, 
(ii) each of three consecutive production lots have been 
received by HDI and passed the AQL inspection level for 
new Products, and (iii) during the [*] consecutive 
production lots, there were no specification changes 
requiring an "Alpha configuration code" increase (e.g., 
"A" to "B", "B" to "C", etc.,  configuration change).

1.6     "Products" shall mean those certain telephone 
communication products originally designed by HDI and 
described in Appendix "A" attached hereto.  Other 
products not described in Appendix "A" may be added as 
Products hereunder if SWKT and HDI mutually agree in 
writing.

1.7     "Quality Plan" shall mean that Quality Control Plan to be 
submitted by SWKT for approval by HDI and implemented by 
SWKT in accordance with the terms of Article 15.

1.8     "Specifications" shall mean the specifications for the 
Products and the components thereof, and may be modified 
from time to time in accordance with the provisions of 
Article 14 hereof.  Such Specifications shall, by 
reference, be incorporated and form part of this 
Agreement.

1.9     "Technical Information" shall mean the know-how and other 
technical and other information developed by HDI required 
for the manufacture and assembly of the Products, 
including, without limitation, the Specifications and all 
other ideas, concepts, inventions, data, formulae and 
specifications.

1.10    "Trademarks" shall mean the HDI trademarks, trade names 
and service marks listed in Appendix "E" attached hereto 
and as hereinafter, from time to time, may be added by 
mutual agreement of the parties.


2.      TERM

This Agreement shall be effective for an initial 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.


3.      MANUFACTURE OF PRODUCTS

3.1     SWKT shall manufacture, assemble and supply, and HDI 
shall purchase, the Products subject to the terms and 
conditions hereof.  [*]

3.2     The Products shall be manufactured and supplied by SWKT 
in accordance with the Specifications and with such 
instructions as may be given by HDI from time to time.  
SWKT shall manufacture all Products to a standard 
consistent with good manufacturing practice and shall be 
solely responsible for ensuring full compliance with all 
relevant mandatory legal requirements.

3.3     HDI shall have ultimate control of and responsibility for 
all design, design changes, design variations, 
engineering changes and production engineering variations 
to the Specifications and to the Products.  SWKT shall 
not change or modify the Products without HDI's prior 
written consent, and SWKT shall promptly implement all 
changes to the Specifications and the Products agreed 
upon in accordance with the terms hereof.

3.4     In connection with performing its obligations hereunder, 
it is acknowledged that SWKT may appoint sub-contractors 
to manufacture all or part of the Products or to provide 
sub-assemblies of the Products with the prior written 
consent of HDI; provided that SWKT shall assume full 
responsibility for the sub-assembly quality supplied by 
its sub-contractor and, provided further, that any such 
sub-contractor's facilities shall be considered the same 
as SWKT's facilities for all purposes of this Agreement.  
In connection with the foregoing, HDI hereby provides its 
written consent to the appointment of the following sub-
contractors:

(a)     In the Republic of Korea, the Products shall be 
manufactured and final assembly by:

        [*]

(b)     In the Philippines, the Products shall be 
manufactured and final assemlby by:

        [*]


4.      OBLIGATIONS OF SWKT

4.1     During the term of this Agreement, SWKT shall:

(a)     provide, at its own cost, all production 
facilities, plant and equipment necessary for the 
manufacture and assembly of the Products;

(b)     provide, at its own cost, all materials, parts and 
components for the manufacture and assembly of the 
Products;

(c)     appoint the necessary dedicated staff to the 
design, development, manufacture, assembly and 
supply of the Products; 

(d)     hold HDI harmless and without liability for any 
loss, damage, claim or expense arising from the 
actions of employees under the direct control of 
SWKT;

(e)     handle all customs clearance formalities in the 
Republics of Korea and Philippines for all 
materials and equipment used in manufacturing and 
assembling the Products and for the finished 
Products;

(f)     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 SWKT or its designated 
manufacturer from time to time;

(g)     ensure that all finished Products meet with the 
Specifications and Quality Plan 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;

(h)     obtain any and all export/import licenses to 
export/import the tools, fixtures and jigs or other 
equipment (referred to in Article 20 of this 
Agreement) and the Products into and from the 
Republics of Korea and Philippines, during the term 
of and upon the termination or expiration of this 
Agreement;

(i)     assist in obtaining duty and sales tax exemption 
for the import/export of the tools, fixtures and 
jigs or other equipment (referred to in Article 20 
of this Agreement), and the Products into and from 
the Republics of Korea and Philippines, during the 
term and upon the termination or expiration of this 
Agreement;

(j)     take all appropriate measures to safeguard the 
tools, fixtures and jigs or other equipment 
(referred to in Article 20 of this Agreement), 
semi-finished Products and finished Products at all 
times during the period of control by SWKT from and 
against any and all damage by any person and claims 
of third parties;

(k)     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 SWKT 
to carry out properly the provisions of this 
Agreement;

(l)     disclose in writing to HDI details of any customer 
or proposed customer of SWKT 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 SWKT's during the term of 
this Agreement;

(m)     ensure that all Improvements 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; 

(n)     promptly disclose to HDI all Improvements made by 
SWKT; and

(o)     ensure that all Products assembled or manufactured 
by SWKT under this Agreement bear such Trademarks 
and other identification marks in such positions 
and of such size and appearance as may be specified 
by HDI from time to time.

        4.2     Without limiting the generality of the foregoing, during 
the term hereof, SWKT shall comply with the United States 
Foreign Corrupt Practices Act ("FCPA") in connection with 
any and all acts taken pursuant to this Agreement.  
Without limiting the generality of the foregoing 
obligation, SWKT and its employees and agents shall not 
offer, pay, promise to pay, give or promise to give any 
money or anything of value, whether directly or through 
third parties, to any government official, political 
party, political official, candidate for political office 
or to any person, while knowing or having reason to know 
that all or a portion of such money or thing of value 
will be offered, paid, given or promised, directly or 
indirectly, for purposes of influencing any act or 
decision of the foregoing or inducing the foregoing to 
use his, her or its influence with a government or 
instrumentality thereof to affect or influence any act or 
decision of such government or instrumentality.  SWKT 
represents and warrants that none of its officers, 
directors, or employees is an official or employee of a 
government or of any governmental agency or 
instrumentality and that SWKT shall not employ any such 
individual during the term of this Agreement.  SWKT 
further represents and warrants that it, and each of its 
agents, officers, directors or employees engaging in acts 
pursuant to this Agreement, have read the FCPA and is 
aware of the duties, liabilities and obligations set 
forth in the FCPA.


5.      LICENSE AND TECHNOLOGY

5.1     HDI grants to SWKT a non-exclusive, non-transferable 
license to use the Technical Information to manufacture 
the Products for sale to HDI under the terms and subject 
to the conditions contained herein.  HDI reserves the 
right during the term of this Agreement to authorize 
third parties to manufacture and assemble any or all of 
the Products required.

5.2     In addition, HDI grants to SWKT Manufacturer a non-
exclusive, [non-transferable] license to use the HDI 
Trademarks solely in connection with the manufacture of 
the Products for sale to HDI pursuant to this Agreement.  
SWKT shall do nothing inconsistent with HDI's ownership 
rights in the HDI Trademarks and shall not use such HDI 
Trademarks except in connection with the manufacture of 
the Products.  SWKT acknowledges and agrees that such use 
shall be consistent with instructions received from HDI 
and that SWKT's right to use the HDI Trademarks shall 
cease upon the termination of this Agreement.

5.3     As soon as reasonably practicable following the date 
hereof, HDI shall make available to SWKT such Technical 
Information as HDI deems, in its sole discretion, to be 
reasonably necessary or appropriate to enable the 
manufacture and assembly of the Products.

5.4     During the term of this Agreement, HDI shall provide SWKT 
with such technical assistance as HDI deems, in its sole 
discretion, to be reasonably necessary or appropriate to 
enable the Products to be manufactured according to the 
Specifications on a commercial scale at the facility 
designated by SWKT.  [At SWKT's reasonable request, HDI 
shall make available personnel to visit SWKT 
manufacturing facility to advise and assist SWKT on the 
manufacturing and assembly operations in connection with 
the Products; provided that SWKT shall reimburse HDI for 
reasonable travel, living and other out-of-pocket 
expenses actually incurred by HDI in connection 
therewith, together with charges for HDI's employees' 
time at its prevailing hourly rates.]


6.      PRICE

6.1     The purchase price for each Product is shown in Appendix 
"A."  All prices shown in Appendix "A" are in U.S. 
Dollars and are [*] (as that term is defined [*]).

6.2     SWKT or HDI may request a review of the Product prices 
every three (3) months if the total material price as 
defined in the Bill of Materials, or USA-Korea, or USA-
Philippine currency exchange rates change more than [*].

6.3     SWKT 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 SWKT 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 SWKT.  HDI shall not disclose any part of the 
bill of material costs to any third party unless mutually 
agreed to in writing.

6.4     HDI shall not be obliged to make any payment for any 
Product which does not conform to the Specifications or 
the Quality Plan, or any Product with a defect that 
exceeds the Acceptance Quality Level (AQL) as defined in 
Article 16 for any Product in any shipment.


7.      PAYMENT TERMS

7.1     Payment shall be made to SWKT by HDI in U.S. Dollars, at 
HDI's option, either by:

(a)     telegraphic transfer prior to shipment of the 
Products to a bank and account specified by SWKT, 
or

(b)     irrevocable Letter of Credit, issued by HDI's bank 
and received by SWKT's bank prior to shipment of 
the Products.

7.2     Upon shipment of Products, SWKT shall send to HDI, via a 
courier service, the following documents:

        (a) invoices in triplicate;

        (b) packing lists in triplicate; and

(c) original bill of lading in triplicate if shipment is 
by seafreight, or air waybill in duplicate if 
shipment is by airfreight.

7.3     SWKT shall also, as soon as practicable after each 
shipment, transmit via facsimile to HDI at least one copy 
of each of the foregoing documents.


8.      PURCHASE ORDERS

8.1     HDI shall order Products by submitting to SWKT a signed 
HDI Purchase Order at least [*] prior to HDI's requested 
delivery date.  SWKT, within [*] from receipt of HDI's 
Purchase Order, shall accept or reject each Purchase 
Order.  Upon acceptance of a Purchase Order, SWKT 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.

8.2     SWKT shall not perform any work or produce any Products 
without a Purchase order as described in Section 8.1 or 
other written authorization from HDI.  HDI shall not be 
liable for any expenses incurred by SWKT if any work is 
performed by SWKT without first receiving a Purchase 
Order or other written authorization from HDI, unless 
covered by the terms of the Purchase Order.  

8.3     SWKT 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, [*] percent 
more than the amount forecasted by HDI with [*] advance 
notice.


9.      FORECASTS

        On a monthly basis, HDI shall submit to SWKT its written, good 
faith forecasts of its estimated monthly requirements of 
Products for each of the successive [*] commencing from the 
month HDI's forecast is submitted.  That is, the [*] from the 
forecast month shall be confirmed orders, and the estimates for 
the [*] through [*]shall be non-binding, adjustable order 
projections.


10.     DELIVERY

10.1    Products purchased under this Agreement shall be shipped 
in accordance with HDI's instructions.  Delivery terms 
are [*].

10.2    If SWKT fails to ship any Products by the confirmed 
shipment date and the delay is due to causes other than 
those stipulated in Article 36, HDI shall have the right 
at its absolute discretion to:

(a)     require the delayed portion of the order to be 
shipped by airfreight at SWKT's expense; or

(b)     extend the shipment date to a mutually agreed later 
date; or

(c)     cancel such order.

10.3    Products are to be invoiced, and title to and risk of 
loss, delay and damage in connection with the Products in 
transit shall pass to HDI upon delivery of the Products 
to the common carrier at the respective [*], 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 SWKT of any terms 
to appropriate packaging of the Products).


11.     PRODUCT TRANSFERS

If HDI desires to transfer to SWKT, and SWKT accepts the 
transfer of, existing products for manufacture by SWKT, the 
transfer schedule, any Non-Recurring Engineering (NRE) costs, 
and responsible parties for the successful transfer of 
production shall be developed mutually by the Parties.


12.     WARRANTY

12.1    SWKT expressly warrants that all Products supplied by 
SWKT to HDI (including repairs and replacements) shall 
comply with their Specifications and shall be free from 
defects in workmanship and components for a period of [*] 
from date of delivery to HDI.

12.2    In addition to the Products shipped against an order, 
SWKT shall supply HDI a [*] overage in product value, 
based on the current [*]. cost.  Said overage shall be 
free of charge and is in lieu of warranty provided the 
Product passes the agreed AQL standard. 

12.3    Notwithstanding the "in lieu of warranty" basis specified 
above, if at any time, in any lot the number of defective 
units exceeds [*] of the lot quantity, HDI may, a HDI's 
option:

(a)     Return the defective Products to SWKT for repair or 
replacement at SWKT's expense.  SWKT shall be 
responsible for airfreight expenses of new Products 
if additional Products are required to meet HDI's 
sales demand.  SWKT may, at its option, offer to 
HDI replacement units free of charge in lieu of HDI 
returning said Products for repair.  Or

(b)     Repair the defective Products using HDI's alternate 
sources, and SWKT shall reimburse HDI for the cost 
of such repairs.  HDI shall, before releasing 
defective Products to HDI's sources, secure SWKT's 
approval for the total cost of labor, materials and 
other expenses.

12.4    SWKT shall provide repair parts free of charge, upon 
HDI's request.  Such repair parts shall be delivered 
within [*] after HDI submits its request.

12.5    The warranty provided hereunder shall not apply to any 
defect resulting from abuse, misuse, alteration, neglect, 
unauthorized repair or installation of the 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.

12.6    The above warranty period shall not be extended beyond 
the period referred in Section 12.1 if repairs are 
performed by HDI's sources.


13.     RAW MATERIALS

13.1    SWKT shall work with its material suppliers to reduce the 
order lead time to [*] unless otherwise approved by HDI.  
However, in addition to maintaining parts for HDI's 
Purchase Orders and forecasts, SWKT shall also maintain a 
[*] 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 [*] after SWKT 
places its parts order with its parts supplier.

13.2    If any of the Products, or parts for the Products, are 
discontinued by HDI, SWKT shall:

(a)     use its best efforts to return to SWKT's suppliers 
for full credit any non-custom parts (in which case 
HDI shall reimburse SWKT the amount of such 
reasonable restocking fees assessed by SWKT's 
suppliers for the return of non-custom parts); and

(b)     use its best efforts to transfer any non-custom 
parts to other products manufactured for SWKT's 
other customers.

        For non-custom parts that are not returnable to SWKT's 
suppliers, or cannot be transferred to other products, 
HDI shall purchase such parts from SWKT at SWKT's cost 
plus [*] for SWKT's handling charges.  HDI's requirement 
to purchase non-custom parts shall apply only to the 
revolving long-lead parts stock determined in Section 
13.1 herein.

13.3    For custom parts not returnable to SWKT's suppliers or 
which cannot be transferred to other products 
manufactured by SWKT, HDI shall reimburse SWKT, at SWKT's 
cost as evidence by invoices or other documentary proof 
reasonably acceptable to HDI plus [*] for SWKT's handling 
charges.  HDI's reimbursement for custom parts shall be 
limited to the revolving stock of long-lead parts stock 
determined in Section 13.1 herein.

13.4    If either party discovers an alternate source which may 
benefit or lower the cost of the bill of materials for 
any particular Product, a proposal for such alternate 
sourcing may be brought up for mutual agreement between 
HDI and SWKT.  The benefits, expressed either in monetary 
terms or otherwise, which result from any such alternate 
sourcing, shall be shared equally between both parties; 
provided, however, that HDI shall be the sole beneficiary 
of any reduction in the cost of parts for a particular 
Product through a commensurate reduction in the purchase 
price paid to SWKT for such Product if the reduction is 
the result of a design change initiated by or paid for by 
HDI.

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

13.6    HDI may supply to SWKT, on a no charge, consignment 
basis, parts for use in SWKT's manufacture of the 
Products.  These consigned parts, shall be and remain the 
sole property of HDI.  SWKT shall not use, sell, 
distribute, ship or otherwise supply such parts to any 
third party without the prior knowledge of, and written 
authorization from HDI.  SWKT shall be solely responsible 
for the safekeeping of such parts supplied by HDI.  HDI 
may at any reasonable time inspect the parts to ensure 
the accuracy of the parts inventory.

        HDI's purchase price of the consigned parts, and the per 
unit pro-rated freight cost paid by HDI to ship such 
parts to SWKT, when used in the manufacture of the 
Products, shall be declared on SWKT's invoices as 
"Assists" in compliance with U.S. Customs Service 
regulations.


14.     ENGINEERING CHANGES

14.1    The term "Engineering Change" shall mean any change 
which, if made to the Products, changes the 
Specifications for a particular Product.

14.2    HDI may propose Engineering Changes be made to Products, 
in which event SWKT shall be notified in writing.  SWKT 
agrees that HDI shall have the right to require such 
Engineering Changes and SWKT shall, within [*] of its 
receipt of such notification, give a written detailed 
appraisal of the Engineering Change 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 
(e.g., Federal Communications Commission, Underwriters 
Laboratories, etc.) and its associated expense; due to 
the engineering change shall be paid by HDI and shall be 
the property of HDI.

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

14.4    In calculating the cost impact involved in any 
Engineering Change, SWKT 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 consequences for changes 
in test software with reference to the current 
specification.

14.5    If HDI requires the Engineering Change to be implemented 
to finished Products requiring rework by SWKT, and the 
rework is not due to SWKT's workmanship or SWKT's 
obligations of ongoing supplier qualification, rework 
shall be paid for by HDI and performed by SWKT at cost.  
Such costs shall be in the appropriate cost impact 
sections of the Engineering Change form.

14.6    SWKT shall maintain and provide to HDI on a weekly basis, 
a written report detailing all previously approved 
Engineering Changes that have not yet been implemented 
with a target date for implementation.


15.     QUALITY ASSURANCE

15.1    As soon as practicable following the Effective Date, SWKT 
shall submit to HDI for its approval a Quality Plan 
relating to, among others, SWKT's internal quality 
assurance program and testing of the Products prior to 
shipment.  Any  modifications to the approved Quality 
Plan shall only be implemented after the prior written 
agreement of both parties.  Acceptance of reasonable 
modifications shall not be withheld by either party.

15.2    Upon reasonable written request during the term hereof, 
SWKT shall permit visits by HDI personnel, guests and 
representatives access, during normal working hours, to 
SWKT's manufacturing facility and to such other places as 
the Products shall be stored; provided that in the case 
of HDI guests, the names of the guests and the companies 
they represent are given to SWKT at least 48 hours in 
advance.  HDI personnel, guests and representatives shall 
have the right to inspect such manufacturing facility, 
the equipment used therein and the Products themselves, 
both finished and in process of assembly or manufacture, 
in order to monitor the quality of SWKT's manufacturing 
facility and to verify that SWKT is in compliance with 
its Quality Plan and its contractual and legal 
obligations hereunder.

15.3    HDI and SWKT agree that their respective quality 
departments shall cooperate to improve the acceptable 
quality level of Products by the full disclosure of all 
relevant information.

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

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

(a)     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 SWKT) the defective 
Products in a manner acceptable to HDI; or

(b)     if HDI consents in writing, dispose of the 
defective Products through a marketing channel 
mutually agreed by HDI and SWKT.

In no event shall SWKT manufacture, sell or deal with any 
defective Products in breach of this Section 15.5.

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


16.     PRODUCT ACCEPTANCE

16.1    For outgoing Acceptance Quality Level ("AQL") inspection 
level, the inspection shall be conducted in accordance 
with American National Standard Institute (ANSI) 
Sampling Procedures and Tables for Inspection by 
Attributes", ANSI publication "ANSI/ASQC Z1.4-1993".  
(ANSI/ASQC Z1.4-1993 is equivalent to Military Standard 
105E, now obsolete.)

        For incoming AQL inspection, HDI shall perform a "double 
sampling plan" in accordance ANSI  "Sampling Procedures 
and Tables for Inspection by Attributes".

(a)     For Stable Products, the AQL inspection levels 
shall be:

        (i)  Major Defects - [*] AQL; and
        (ii) Minor Defects - [*] AQL.

(b)     For new Products, the AQL inspection levels, unless 
otherwise notified by HDI, shall be:

        (i)  Major Defects - [*] AQL; and
        (ii) Minor Defects - [*] AQL.

(c)     The definitions of major and minor defects are as 
set forth in Appendix C.

(d)     For Specification requirements, HDI shall establish 
guard band limits, such that SWKT shall test at 
outgoing Quality Acceptance to tighter limits than 
those HDI applies at its incoming inspection.

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

16.3    Any Corrective Action Request shall be acted upon within 
[*] of receipt by SWKT.  SWKT shall submit a Corrective 
Action Plan which shall 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 SWKT within a reasonable period of time, SWKT shall 
reimburse HDI for HDI's reasonable costs to correct the 
deficiency, including parts, labor inspection and other 
expenses.

16.4    HDI may utilize a sub-contractor for source inspection 
and process audits.  HDI's sub-contractor shall inspect 
for shipment acceptance, not product acceptance.  HDI's 
sub-contractor shall also be responsible for highlighting 
product or process deficiencies for corrective action.

16.5    HDI shall bear all expenses for incoming inspection if 
the Product meets the AQL levels set forth in Section 
16.1.  If the order in question fails the incoming 
inspection at the agreed upon AQL, SWKT shall reimburse 
HDI for its full expenses for inspection and rework, and 
for the airfreight of new Products if additional Products 
are required to meet HDI's sales demand.

16.6    If any two successive production lots of at least [*] 
fails HDI's incoming inspection of major defects, SWKT 
shall pay for [*] of costs of inspection by HDI's 
inspector at SWKT's facility including but not limited to 
costs of transport or accommodation and HDI's incoming 
inspection, until such time that two (2) successive 
production lots meet the major defect AQL levels.


17.     PACKING

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

17.2    Shipping cartons shall be marked, at a minimum, with the 
following information:

        (a) Hello Direct, Inc., San Jose, CA USA;

        (b) HDI's purchase order number;

        (c) HDI's product catalog number;

        (d) quantity of Products in such container;

        (e) carton number; and

        (f) country of origin designation (i.e., "Made in 
Korea").

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


18.     RECORDS AND REPORTING

18.1    During the term of this Agreement and for [*] thereafter, 
SWKT 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 and their respective representatives shall 
have access to such records during normal business hours 
upon giving reasonable prior notice.

18.2    SWKT shall submit, upon the request of HDI, for each 
production lot, Printed Circuit Board Manual Assembly 
(PCBMA) yield, 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.  These 
reports shall be collected and retained for every 
production lot by the manufacturer.

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

18.4    SWKT shall provide monthly inventory reports of consigned 
parts to HDI within the first week of each following 
month.


19.     SPARE PARTS AVAILABILITY

19.1    SWKT shall supply spare parts to HDI until [*] after the 
date of the last delivery of the Products to HDI.  SWKT 
is not required to physically purchase the parts, but 
shall maintain the vendor base and contact for the [*] 
period.  SWKT 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 
SWKT to HDI at SWKT's cost, based on prevailing prices 
quoted by SWKT's suppliers, plus [*] for handling and 
reasonable profit.

19.2    In the event that SWKT is unable to supply such spare 
parts, or SWKT is unable to obtain another source of 
supply for HDI, then such inability shall be considered 
non-compliance with this Section, and SWKT 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.


20.     TOOLS, FIXTURES AND JIGS

20.1    The tools, jigs, assembly fixtures, and test equipment 
uniquely required for each Product is shown in Appendix B 
attached hereto.  New tools, fixtures and jigs to be 
produced, or existing tools, fixtures and jigs requiring 
rework by SWKT shall be paid by HDI to SWKT as follows:

(a)     [*] deposit when HDI submits its purchase order for 
tools, jigs, assembly fixtures, and test equipment; 
and

(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 jigs, assembly fixtures, or test equipment 
are successfully functioning in a manner that meets 
the Specifications for that Product.

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

20.3    All new tools created by SWKT shall be guaranteed for a 
minimum life of [*] cycles.  It is expected that the life 
of the tools are subject to normal usage, environmental 
wear and tear and any modifications approved by HDI.  
During this period of tools custody with SWKT, SWKT shall 
monitor tooling performance and shall notify HDI when the 
tooling no longer produces parts meeting dimensional 
specifications. SWKT shall, at the beginning of each 
quarter, submit to HDI SWKT's report of tool condition 
and the remaining parts life of the tool.

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

20.5    SWKT shall issue a "Certificate of Ownership" to HDI for 
all tools, jigs, assembly fixtures, and test equipment 
paid for by HDI or supplied to SWKT.  Such certificates 
shall be issued by SWKT to HDI within thirty (30) days of 
payment by HDI, or receipt of the property by SWKT.


21.     CONFIDENTIALITY

21.1    During the term of this Agreement, each party may 
disclose certain Confidential Information to the other 
party.  During the term of this Agreement and for four 
years thereafter, the receiving party shall: (a) refrain 
from using or exploiting any and all Confidential 
Information of the disclosing party for any purposes or 
activities other than those expressly contemplated in 
this Agreement; (b) maintain the secrecy and 
confidentiality of all such Confidential Information; (c) 
not copy any documents or electronic files containing the 
Confidential Information, nor take any extracts from such 
documents or electronic files without the prior written 
consent of the disclosing party and then only on such 
terms as the disclosing party shall stipulate; (d) not 
sell or disclose to any third party in any manner, 
directly or indirectly, such Confidential Information, 
except as necessary in compliance with its obligations 
contained herein.  For purposes hereof, employees and 
consultants bound by obligations of secrecy no less 
strict than those set out herein shall not be regarded as 
third parties.  Each party will implement effective 
security procedures in order to avoid disclosure or 
misappropriation of such Confidential Information of the 
other.

21.2    All files, lists, records, documents, charts, drawings, 
specifications and computer programs which incorporate 
Confidential Information shall remain the property of the 
disclosing party.  Such materials shall be promptly 
returned upon the earlier of: (a) the owner's reasonable 
request; or (b) the termination of this Agreement.  At 
any time during the term hereof, if so requested by the 
disclosing party, the receiving party shall return or 
destroy any documents or electronic files containing the 
Confidential 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.

21.3    SWKT shall not, directly or indirectly, manufacture any 
product which HDI, in its reasonable discretion, deems 
competitive with the Products, except with the written 
consent of HDI.  SWKT shall not own any interest in any 
business which is directly or indirectly in competition 
with HDI and any person employed by or associated with 
SWKT shall not own a controlling interest in any business 
which is directly or indirectly in competition with HDI.

21.4    The parties expressly acknowledge that the covenants 
contained in this Article 21 are unique and integral to 
this Agreement and that monetary damages would be an 
inadequate remedy at law in the event of a breach.  For 
that reason, the parties consent that such covenants 
shall be enforceable in a court of equity by temporary or 
permanent injunction, restraining order or a decree of 
specific performance.  The remedies provided above shall 
be cumulative and not exclusive and are in addition to 
any other remedies which either party may have under this 
Agreement or applicable law.


22.     PRODUCT RIGHTS/EXCLUSIVITY

22.1    SWKT acknowledges that HDI and/or its affiliates have the 
sole and exclusive rights, title and interest in and to 
the Trademarks, the Technical Information, the 
Intellectual Property Rights and any Improvements, and 
that SWKT is authorized to use the same solely in 
connection with the manufacture and assembly of Products 
pursuant to this Agreement.  SWKT shall not acquire by 
performance of this Agreement any vested or proprietary 
rights (in the Republics of Korea and Philippines or 
elsewhere) in the Intellectual Property Rights.  SWKT 
undertakes and agrees that it shall have no right, title 
or interest nor claim any right, title or interest in any 
Intellectual Property Rights or Technical Information, or 
assist in any claim to any right, title or interest in 
and to any Intellectual Property Rights or Technical 
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 
Intellectual Property Rights or Technical Information .

22.2    Any rights in any Improvements or the new designs 
produced or implemented under this Agreement by SWKT 
(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 SWKT or any other persons, SWKT 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 
"Technical Information" and subject to all provisions of 
this Agreement.


23.     TRADEMARKS

23.1    SWKT is authorized during the term of this Agreement to 
use the Trademarks in connection with its manufacture and 
sale of Products as permitted under this Agreement; 
provided that no name or Trademark of HDI shall be used 
in such manner as to indicate that SWKT is associated 
with HDI in any way other than as an independent 
contractor and, provided further, that all usage of the 
Trademarks shall be in the exact form, style and manner 
specified in writing by HDI.  SWKT 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.  SWKT's right to use the Trademarks 
shall cease immediately upon the termination of this 
Agreement for any reason.

23.2    SWKT shall conform 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).  SWKT shall not use any 
Trademarks as part of its corporate or business name 
unless approved in writing by HDI.

23.3    SWKT 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 
SWKT any right, title or interest in any Trademarks.  
SWKT neither has nor shall acquire by performance of this 
Agreement any vested or proprietary rights (in the 
Republics of Korea and Philippines or elsewhere) in any 
of the Trademarks.  SWKT shall cease use of all 
Trademarks 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).  SWKT shall not 
remove, deface or alter or permit to be removed, defaced, 
altered or otherwise obscured, Trademarks on any 
Products.

23.4    Without limiting the generality of the foregoing, SWKT 
shall not:

        (a) register, apply for registration or (subject to this 
Article 23) 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.

23.5    SWKT 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 good of HDI.  SWKT shall not use 
any Trademarks in relation to products other than the 
Products.

23.6    SWKT 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 the 
Republics of Korea and Philippines or recording HDI as a 
registered user of the Trademarks (where registered).


24.     INFRINGEMENT OF TRADEMARKS AND OTHER PROPRIETARY RIGHTS

24.1    SWKT shall immediately notify HDI of any actual, 
threatened or suspected infringement or improper, 
wrongful or unauthorized use of any Intellectual Property 
Rights (including Technical Information) or any 
Trademarks or any challenge to the validity of any 
Intellectual Property Rights (including Technical 
Information) or Trademarks or HDI's ownership of the same 
or of any claim that the development or manufacture of 
the Products infringes any rights of any other person.  
SWKT shall provide HDI with full particulars of each such 
matter.  Without limitation, SWKT 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.

24.2    SWKT shall promptly take at the request of HDI (at the 
expense of SWKT) or in cases which HDI deems appropriate, 
all relevant steps or procure that all steps are taken to 
protect the Intellectual Property Rights or Trademarks 
against third party infringement or improper, wrongful or 
unauthorized use of the Intellectual Property Rights or 
Trademarks and to maintain the validity and 
enforceability of all Intellectual Property Rights and 
Trademarks or to defend the Intellectual Property Rights 
and Trademarks, including the institution of legal 
proceedings.  Nothing herein shall oblige HDI to take any 
legal proceedings.


25.     RELATIONSHIP OF PARTIES

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

25.2    HDI shall operate as an independent customer of SWKT, and 
not as an agent, partner, or employee of SWKT.  HDI has 
no express or implied authorization to incur any 
obligation or in any manner otherwise make any 
commitments on behalf of SWKT.  HDI shall employ its own 
personnel and shall be responsible for them and their 
acts and in no way shall SWKT 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.


26.     SALES TERRITORY AND LICENSE FEE

        On the terms and subject to the conditions set forth in 
Appendix D, SWKT shall have the right to sell the Products, on 
a non-exclusive basis, in those countries specified in Appendix 
D under the know-how and trade secrets license granted 
hereunder by HDI.  Such sales by SWKT shall be subject to a 
license fee payable to HDI as specified in Appendix D.  SWKT 
shall be prohibited from selling Products in countries other 
than those specified in Appendix D or as otherwise consented to 
by HDI in writing, which consent HDI may withhold in its sole 
discretion


27.     TERMINATION

27.1    HDI may terminate this Agreement at any time, with or 
without cause, for any reason or no reason whatsoever, by 
giving not less than [*] written notice to SWKT, such 
notice to expire at the end of the original term or any 
extended term.  In the event of termination by HDI 
pursuant to this Section 27.1, HDI shall pay SWKT for all 
Products complying with and delivered in accordance with 
this Agreement up to the effective date of termination.  
HDI shall accept financial liability for all components 
purchased or ordered by SWKT in line with lead times 
relevant at the time to meet HDI's approved forecast 
provided SWKT 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, 
as stipulated under Article 13. 

27.2    SWKT may terminate this Agreement at any time, with or 
without cause, for any reason or no reason whatsoever, 
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 termination by SWKT 
pursuant to this Section 27.2, SWKT 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 Article 9) is available and shall 
accept orders at least up to that level for any notice 
period not covered by the forecast.

27.3    Without prejudice to any other rights it may have 
hereunder or at law or in equity, either party may 
terminate this Agreement immediately by providing written 
notice to the other party in the event of any of the 
following

(a)     the other party defaults in the performance of any 
of the terms, obligations, conditions, or 
responsibilities of this Agreement, and fails to 
cure such default within thirty (30) days after 
receipt of written notice to the default;

(b)     the other party elects to close or dissolve its 
operation or is wound up and dissolved, becomes 
insolvent, 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 
adjudicated 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;

(c)     a receiver, judicial manager or similar officer is 
appointed in respect of any part of the other 
party's assets.


28.     EFFECT OF TERMINATION

28.1    Upon termination of this Agreement, SWKT 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 Technical 
Information and any other Intellectual Property 
Rights 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 SWKT at the invoice value 
therefore paid by SWKT (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 SWKT and unutilized on 
hand as at the effective date of termination of 
this Agreement, at the invoice value therefore paid 
by SWKT (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 SWKT's cost) all Intellectual Property Rights 
(including reproductions, notes, summaries and 
similar documents or literature related to the 
Technical Information), 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 
SWKT's possession of control;

(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; SWKT 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 SWKT 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 SWKT 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.

        28.2    HDI may (at its sole discretion) permit or direct 
(subject to compliance and observance by SWKT 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 
SWKT as HDI considers appropriate in the circumstance) 
SWKT to manufacture the Products only as to the Purchase 
Orders for Products received and accepted by SWKT to the 
date of notice of termination or expiration of this 
Agreement.

28.3    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.

28.4    Any amounts spent by SWKT are spent with the knowledge 
that this Agreement may be terminated in accordance with 
its terms.  SWKT waives any claim against or liability of 
HDI with respect to SWKT'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 disclaims 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 Section 27.3).


29.     INSURANCE

29.1    SWKT shall, at its own expense, keep itself insured for a 
minimum of One Million U. S. Dollars (US$1,000,000.00) 
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.  SWKT 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.

29.2    HDI shall, at its own expense, keep itself insured for a 
minimum of One Million U. S. Dollars (US$1,000,000.00) 
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 SWKT together with a copy of each receipt 
issued from time to time by the insurer with respect of 
the payment of premium thereon if SWKT requests.


30.     ADDRESSES, CONTACTS AND MEETINGS

30.1    Any notice to be given hereunder shall be sufficient if 
in writing and personally delivered, sent by 
international courier, sent by registered mail, postage 
prepaid, return receipt requested, or sent by facsimile 
transmission or other agreed electronic means of 
communication to such party's address as shown in 
Sections 30.2 and 30.3.  Such notice shall be deemed 
given: (a) if personally served or delivered by facsimile 
transmission with confirmation of receipt, twenty-four 
(24) hours after being sent or the time of actual 
receipt, whichever is earlier; and (b) if sent by 
international courier or registered mail, on the date of 
actual receipt. 

30.2    All notices and communications from SWKT 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

30.3    All notices and communications from HDI to SWKT unless 
notified otherwise shall be addressed to:

        Seo-Won K-Tec., Inc.
        4th Floor, Ilsung Building
        6-17 Yangjae-Dong, Seocho
        Seoul, Republic of Korea
        Attention:  B. C. Shin
        [*]

30.4    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 shall be 
agreed 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.


31.     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.


32.     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, by operation of law or otherwise, without the 
other party's prior written consent.


33.     ARBITRATION

33.1    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. 

33.2    If either party seeks resolution by arbitration, the 
arbitration shall be held in San Jose, California, 
U.S.A., and one arbitrator, who shall be a qualified 
arbitrator and engineer with experience in the electronic 
industry in the U.S.A shall be nominated by mutual 
agreement.  If the parties cannot agree on an arbitrator, 
the American Arbitration Association shall make a 
nomination at either party'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. Judgment upon an award rendered may be 
entered in any court having jurisdiction or application 
may be made to such court for a judicial acceptance of 
the award and an order of enforcement, as the case may 
be.  [The prevailing party in any such proceeding shall 
be entitled to its actual attorneys' fees and all other 
costs in connection with the arbitration and enforcement 
of the arbiter's award.]

33.3    Either party may, without inconsistency with this 
Agreement, seek from a court any interim or provisional 
relief that may be necessary to protect the rights or 
property of that party, pending the establishment of the 
arbitral tribunal or pending the arbitral tribunal's 
determination of the merits of the controversy.


34.     PATENT AND COPYRIGHT INDEMNITY

34.1    HDI warrants that it owns or is entitled to exercise all 
rights for all purposes in the Products and shall 
protect, indemnify and hold SWKT 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 SWKT's patented technology incorporated in the 
Product.

34.2    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 SWKT against any final award of 
damages and cost in such suit. This indemnity is 
conditional upon SWKT giving HDI notice within seven (7) 
days in writing of any suit for infringement, authority 
as described above to settle or conduct the defense 
thereof and full assistance and cooperation in said 
defense. No cost or expense shall be incurred on HDI's 
behalf without HDI's prior written consent and no 
admission of liability shall be made by SWKT.


35.     INDEMNIFICATION

35.1    SWKT shall indemnify and hold HDI, its officers, 
directors, employees, successors and assigns from and 
against any and all claims, demands, actions, 
liabilities, judgments, injuries, damages, losses, 
penalties, expenses and costs of any nature whatsoever, 
including, without limitation, reasonable attorneys' and 
accountants' fees (collectively "Losses"), arising from 
or in connection with any occurrence caused by any 
negligent act or omission to act on the part of SWKT, and 
its sub-contractors and their respective, officers, 
employees and agents.  SWKT shall, at its expense, defend 
any suit, or other proceedings brought against HDI on 
account of such negligent act or omission act, and shall 
pay all expenses and satisfy all judgments which may be 
incurred or rendered against them in connection 
therewith.

35.2    HDI shall indemnify and hold SWKT, its officers, 
directors, employees, successors and assigns from and 
against any and all Losses, 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, its officers, 
employees and agents.  HDI shall, at its expense, defend 
any suit, or other proceedings brought against SWKT on 
account such negligent act or omission act, and shall pay 
all expenses and satisfy all judgments which may be 
incurred or rendered against them in connection 
therewith.


36.     FORCE MAJEURE

36.1    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.

36.2    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.

36.3    If the Force Majeure in question prevails for a 
continuous period in excess of thirty (30) days, 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.


37.     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.


38.     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., without regard to its conflict of laws 
principles.  The parties hereby expressly exclude the 
application of the United Nations Convention for the 
International Sale of Goods.


39.   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.


40.   SURVIVAL

The rights and obligations of the parties contained in Sections 
4.1(h) and 18.1 and in Articles 12, 19, 21, 22, 28 and 35 
hereof shall survive the termination of this Agreement.


41.   COMPLIANCE WITH LAW

Each party shall comply with, and shall not be in violation of, 
any valid applicable international, national, state or local 
statutes, laws, ordinances, rules, regulations, or other 
governmental orders of any country in which the Products are 
either manufactured or sold.


42.   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.


43.   HEADINGS

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


44.     COUNTERPARTS

        This Agreement may be executed in one or more counterparts, and 
by the parties hereto in separate counterparts; and each of 
which when executed shall be deemed to be an original but all 
of which taken together shall constitute one and the same 
agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as 
of the day and year first written above by their respective officers 
thereunto duly authorized.

        HELLO DIRECT, INC.              SEO-WON K-TEC., INC.


by      /s/ Donald Chiang   by      /s/ B. C. Shin
   -----------------               --------------
        DONALD CHIANG              B. C. SHIN
        Director of Purchasing     President
Date:  February 20, 1998        Date:  February 24, 1998



APPENDIX A

This Appendix is attached to and is made a part of the AGREEMENT 
entered into as of the First day of January, 1998  between Hello 
Direct, Inc. (HDI)  and Seo-Won K-Tec., Inc. (SWKT).

DESCRIPTION AND PRICE

Products are defined by the compliance specification given in and 
included as part of the top-level list which follows.  The price for 
the Products given below are in US Dollars and are [*].

Top Level No.   Catalog No.  Product Name/Description                 Price

01-1310-01              1310    Handset Cord, Cordless Headsets         [*]
01-1390-01              1390    Multi-Media Adapter Cable               [*]
01-1407-01              1407    20' 3.5mm QD Cable Assembly             [*]
01-1412-01              1412    Ultralight Headpad, Small               [*]
01-1413-01              1413    Ultralight Headpad, Wide                [*]
01-1422-01              1422    Cordless Leatherette Cushion            [*]
01-1424-01              1424    Foam Mic Screen                         [*]
01-1425-01              1425    Solo Ear Cone, Small                    [*]
01-1427-01              1427    Solo Ear Cone, Large                    [*]
01-1428-01              1428    Solo Ear Bud                            [*]
01-1429-01              1429    Solo Flat Ear Cushion                   [*]
01-1431-01              1431    Training (Y-Cable) Adapter              [*]
01-1447-01              1447    Foam (Cordless) Battery Pad             [*]
01-1456-01              1456    Foam Ear Cushion                        [*]
01-1457-01              1457    Cordless Foam Ear Cushion               [*]
01-1458-01              1458    Ultralight Basic Headset                [*]
01-1459-01              1459    Dual Basic Headset                      [*]
01-1461-01              1461    Handset Cord, 12", Basic Amplifier      [*]
01-1463-02              1463    Leatherette Cushion                     [*]
01-1473-01              1473    HelloSet Basic Amplifier, E6            [*]
01-1477-01              1477    Lapel Clip, Padded (0.130)              [*]
01-1478-01              1478    Lapel Clip, Padded (0.080)              [*]
01-1504-01              1504    Ultralight Pro Headset                  [*]
01-1505-01              1505    Dual Pro Headset                        [*]
01-1506-01              1506    Solo Pro Headset                        [*]
01-1510-01              1510    10' 3.5mm QD Cable Assy                 [*]
01-1512-01              1512    FX Headset                              [*]
01-1521-01              1521    Cellular QD Cable, Right Angle 2.5mm    [*]
01-1550-01              1550    HelloSet Pro Amplifier, E6              [*]
01-1553-01              1553    Headset Conference Adapter              [*]
01-1566-01              1566    Earbud Hanger, FX Headset               [*]
01-1567-01              1567    Stabilizer Clip, FX Headset             [*]
01-1568-01              1568    Stabilizer Clip Cushion, FX Headset     [*]
01-1572-01              1572    Foam Speaker Cushion, FX Headset        [*]
01-1576-01              1576    Mic Lapel Clip, FX Headset              [*]
01-1580-01              1580    Ace Plug-Prong Amplifier                [*]
01-1584-01              1584    Earhook Foam, Solo Headset              [*]
01-1600-01              1600    SuperPro Amplifier (MCU ROM 1)          [*]
01-1650-01              1650    SuperPro Amplifier (MCU ROM 2)          [*]
01-1607-01              1607    Headset Hanger, SuperPro Amp            [*]
01-1609-01              1609    Power Saver Plug                        [*]
01-1707-01              1707    10' QD Extension Cord                   [*]
01-1740-01              1740    ReadiLine                               [*]
01-1752-01              1752    ReadiLine Extension                     [*]
01-1753-01              1753    Ring Detector, ReadiLine                [*]
01-1747-01              1747    Headset Hanger, Office Rover            [*]
01-1996-01              1996    Headset (for Cordless Telephones)       [*]
01-2706-01              2706    Computer Headset                        [*]
01-3770-01              3770BLK SureSound, Black                        [*]
01-3770-02              3770IVY SureSound, Ivory                        [*]
01-3790-01              3790    Recorder Adapter, SureSound             [*]
01-5850-01              5850    Digital Adapter (LineStein)             [*]

        HELLO DIRECT, INC.              SEO-WON K-TEC., INC.


by      /s/ Donald Chiang          by      /s/ B.C. Shin
        -----------------                  -------------
        DONALD CHIANG                      B. C. SHIN
        Director of Purchasing             President
Date:  February 20, 1998        Date:  February 24, 1998




APPENDIX B

This Appendix is attached to and is made a part of the AGREEMENT 
entered into as of the First day of January, 1998  between Hello 
Direct, Inc. (HDI)  and Seo-Won K-Tec, Inc. (SWKT).

TOOLS, JIGS AND FIXTURES

Tool No.     Part/Tool Name                   Product

121 - 3954      Top Housing                     Pro/Basic Amplifier
121 - 3955      Bottom Housing                  Pro/Basic Amplifier
41-0108-01      Headset/Handset Switch Cap      Pro/Basic Amplifier
121 - 3957      Momentary Switch Cap            Pro/Basic Amplifier
121 - 3959      Volume Control Knob             Pro/Basic Amplifier
121 - 3961      Slide Switch Cap                Pro/Basic Amplifier
20 - 015        Cable Assembly                  Pro/Basic Amplifier
                Receptacle                      Pro/Basic Amplifier
                Main PCB                        Pro/Basic Amplifier
121 - 3956      Battery Door                    Pro/Basic Amplifier
090 - 9025      Dual AA Contact                 Pro/Basic Amplifier
11-018  Detent Clip                             Pro/Basic Amplifier
090 - 9030      Single AA Terminal              Pro/Basic Amplifier
6064-10100      Top Case                        Ace Plug-Prong Amplifier
6064-10300      Bottom Case                     Ace Plug-Prong Amplifier
6064-10400      Plug Case, Top                  Ace Plug-Prong Amplifier
6064-10500      Plug Case, Bottom               Ace Plug-Prong Amplifier
6064-10200      Volume Knob                     Ace Plug-Prong Amplifier
6064-10700      Mute Knob                       Ace Plug-Prong Amplifier
6064-10901      Spring, Detent                  Ace Plug-Prong Amplifier
1064-11510      PCB                             Ace Plug-Prong Amplifier
6064-10600      Lens                            Ace Plug-Prong Amplifier
51-0032-02      FCC Label                       Ace Plug-Prong Amplifier
6066-12000      Plug, Foam Cushion              Ace Plug-Prong Amplifier
40-0046-01      Housing, Top                    SuperPro Amplifier
40-0047-01      Housing, Bottom                 SuperPro Amplifier
41-0115-01      Button, Mute                    SuperPro Amplifier
41-0110-01      Slide Holder                    SuperPro Amplifier
41-0138-01      Light Pipe, On Line             SuperPro Amplifier
41-0114-01      Cover, Light Pipe, On Line      SuperPro Amplifier
41-0111-01      Button, Headset/Handset         SuperPro Amplifier
41-0113-01      Case, Contact, Battery          SuperPro Amplifier
41-0112-01      Door, Battery                   SuperPro Amplifier
41-0109-01      Knob, Volume Control            SuperPro Amplifier
13-0026-01      PCB, SuperPro                   SuperPro Amplifier
41-0117-01      Light Pipe, Mute                SuperPro Amplifier
01-1609-01      Power Saver Plug                SuperPro Amplifier
41-0116-01      Host Port Plug                  SuperPro Amplifier
41-0139-01      Rubber Foot                     SuperPro Amplifier
43-0050-01      Contact, Battery, Positive      SuperPro Amplifier
43-0049-01      Contact, Battery, Dual          SuperPro Amplifier
43-0048-01      Contact, Battery Negative       SuperPro Amplifier
10 - 025        Headpad                         Ultralight/Dual Headsets
10 - 042        Headpad, Wide                   Ultralight/Dual Headsets
10 - 025        Headpad                         Ultralight/Dual Headsets
10 - 040        Headpad Wide                    Ultralight/Dual Headsets
10 - 023        Inner Housing                   Ultralight/Dual Headsets
10 - 032        Pivot Housing                   Ultralight/Dual Headsets
10 - 022 - 02 Outer Housing                     Ultralight/Dual Headsets
10 - 027        Housing, Binaural               Ultralight/Dual Headsets
10 - 041        Boot, Microphone                Ultralight/Dual Headsets
1463            Leather Ear Cushion             Ultralight/Dual Headsets
10 - 040        Microphone Foam                 Ultralight/Dual Headsets
36-0051-01      Extrusion, Mic Boom and Headband Ultralight/Dual Headsets
10 - 043        Foam Spacer                     Ultralight/Dual Headsets
10 - 044        Foam Spacer, Thick              Ultralight/Dual Headsets
11 - 009        Spring Detent                   Ultralight/Dual Headsets
11 - 016        Friction Spring                 Ultralight/Dual Headsets
20 - 008        Headband, Binaural              Ultralight/Dual Headsets
20 - 004        Headband, Monaural              Ultralight/Dual Headsets
20 - 014        PCB                             Ultralight/Dual Headsets
10 - 021        Speaker Foam                    Ultralight/Dual Headsets
20 - 016        Cable Assembly, Top             Ultralight/Dual Headsets
10 - 028        End Stop                        Ultralight/Dual Headsets
10 - 039        Housing, Microphone             Ultralight/Dual Headsets
10 - 038        Housing, Boom - Fixed           Ultralight/Dual Headsets
10 - 024        Sleeve                          Ultralight/Dual Headsets
41-0039-01      Clip, Bottom                    Ultralight/Dual Headsets
41-0038-01      Clip, Top                       Ultralight/Dual Headsets
41-0151-02      Swivel                          Ultralight/Dual Headsets
                Cable Clip, Large               Ultralight/Dual Headsets
                Strain Relief                   Ultralight/Dual Headsets
10 - 063        Ear Hook Right                  Solo Pro Headset
10 - 052        Ear Hook, Left                  Solo Pro Headset
10 - 053        Speaker Housing, Top            Solo Pro Headset
10 - 054        Speaker Housing, Bottom         Solo Pro Headset
10 - 055        Ear Canal Insert                Solo Pro Headset
10 - 056        Over Ear Insert                 Solo Pro Headset
10 - 057        Mic Boom Over Mold              Solo Pro Headset
37-0010-01      Phono Plug                      Solo Pro Headset
11-021-02       Speaker Contact, Right          Solo Pro Headset
11-021-01       Speaker Contact, Left           Solo Pro Headset
12 - 050        Ear Hook PCB                    Solo Pro Headset
10 - 058        Foam, Ear Hook                  Solo Pro Headset
10 - 060        Foam, Over Ear                  Solo Pro Headset
21 - 003        Gooseneck Boom                  Solo Pro Headset
10 - 061        Foam, On Ear                    Solo Pro Headset
10 - 065        Foam, Ear Canal, Small          Solo Pro Headset
10 - 059        Foam, Ear Canal, Large          Solo Pro Headset
20 - 030        Cable Assembly                  Solo Pro Headset
41-0037-01      Swivel, Cable Clip, Small       Solo Pro Headset
40-0023-01      Housing, Mic, Horn Side         F/X (Helix) Headset
40-0024-01      Housing, Mic, Nest Side         F/X (Helix) Headset
41-0034-01      Cap, Microphone                 F/X (Helix) Headset
41-0035-01      Boot, Microphone                F/X (Helix) Headset
41-0036-01      Swivel, Mic Holder              F/X (Helix) Headset
41-0033-01      Strain Relief, Upper            F/X (Helix) Headset
41-0032-01      Strain Relief, Lower            F/X (Helix) Headset
41-0130-01      Top Cover                       F/X (Helix) Headset
41-0129-01      Bottom Cover                    F/X (Helix) Headset
41-0131-01      Clip                            F/X (Helix) Headset
01-1568-01      Foam, Stabilizer                F/X (Helix) Headset
01-1566-01      Clip, Stabilizer & Ultrasonic Jig/Horn F/X (Helix) Headset
                Helix Ultrasonic Jig/Horn       F/X (Helix) Headset
35-0057-01      Cable Assembly                  Computer Headset
                Strain Relief                   Computer Headset
                Rip Stop Band                   Computer Headset
                Pi 3.5 Stereo Plug              Computer Headset
35-0025-02      New Top, w/Right Angle QD,      Headset (for Cordless Phones)
                Strain Relief and Connector Overmold
14-0029-01      PCB                             Headset (for Cordless Phones)
41-0141-01      Boot, Microphone                Headset (for Cordless Phones)
1457            Speaker Foam                    Cordless Headset
20 - 036        Foam Pad                        Cordless Headset
                Plastic Backing                 Cordless Headset
                Adhesive                        Cordless Headset
40-0025-01      Fix Mic Boom                    Cordless Headset
41-0120-01      Base                            ReadiLine
41-0127-01      Base, Extension                 ReadiLine
41-0121-01      Cover, Side                     ReadiLine
40-0048-01      Housing, Tower                  ReadiLine
40-0050-01      Housing, Bottom, Motor          ReadiLine
40-0049-01      Housing, Top, Motor             ReadiLine
41-0123-01      End Cap, Motor                  ReadiLine
41-0139-01      Foot, Rubber                    ReadiLine
35-0052-01      Cable Assembly, DIN             ReadiLine
16-0022-00      PCB                             ReadiLine
43-0062-01      Bracket                         ReadiLine
41-0124-01      Housing, Clutch                 ReadiLine
41-0126-01      Friction Band                   ReadiLine
53-0014-01      Insert Packing                  ReadiLine
40-0063-01      Housing, Mic                    ReadiLine
40-0064-01      Cap, Mic                        ReadiLine
43-0052-01      Knob, Retention                 ReadiLine
38-0021-01      Insert                          ReadiLine
41-0059-01      Pin, Clutch                     ReadiLine
43-0061-01      Spring                          ReadiLine
                Outer Adhesive                  ReadiLine
                Gift Box                        ReadiLine
6063-10100      Top Case                        SureSound
6063-20100      Bottom Case                     SureSound
6063-20200      Slide Knob                      SureSound
6063-10300      Clarity Shaft                   SureSound
6063-10400      Plate                           SureSound
6061-10400      Volume Knob                     SureSound
6061-20200      Battery Door                    SureSound
6061-11201      Light Pipe                      SureSound
1063-00510      PCB, Main                       SureSound
6061-10900      Battery Terminal "A"            SureSound
6061-11000      Battery Terminal "B"            SureSound
6061-11100      Battery Terminal "C"            SureSound
6061-10700      Spring "C"                      SureSound
6061-10800      Spring "D"                      SureSound
TBA             Top Housing                     Digital Adapter (Linestein)
TBA             Bottom Housing                  Digital Adapter (Linestein)
TBA             Lock Ring                       Digital Adapter (Linestein)
TBA             Learn Button                    Digital Adapter (Linestein)
TBA             Learn Indicator                 Digital Adapter (Linestein)
TBA             In-Use Indicator                Digital Adapter (Linestein)
TBA             PCB                             Digital Adapter (Linestein)
22 - 011        Mounting Panel                  Tri-Amp Accessory
22 - 011        Headset Hanger                  Tri-Amp Accessory
20 - 012        Headset Hanger Support          Tri-Amp Accessory
23721-001       Housing, Outer (Double Shot Tool)Helium
                Insert, Housing, Outer          Helium
23721-002       Housing, Inner                  Helium
23721-003       Mount, Speaker (Nylon 6/6)      Helium
23721-004       Cover, Speaker (Nylon 6/6)      Helium
23721-005       Spring, Detent, Turret (SST)    Helium
23721-006       Cushion, Speaker                Helium
23721-007       Headband (Nylon 6)              Helium
                Extrusion                       Helium
                Rolling Tool                    Helium
                Bending Tool (Headband)         Helium
                Stripping Tool                  Helium
                Bending Tool (Stiffener)        Helium
Steel Wire Removing Tool                        Helium
23721-008       Cushion, Headpad                Helium
23721-009       Insert, Headpad                 Helium
23721-010       Turret                          Helium
23721-011       Boom                            Helium
                Extrusion                       Helium
                Steel Wire Removing Tool        Helium
                Rolling Tool                    Helium
23721-012       Mic Housing                     Helium
23721-013       Mic Boot                        Helium
                Cable Assembly:W/O Female Part) Helium
                1st Overmold (PVC 30%)          Helium
                2nd Overmold(PVC 65%)           Helium
23721-016       Pin, Pivot (Ball)               Helium
23721-017       Washer, PSA, Speaker (Foam)     Helium
23721-018       Disk, Foam, Speaker             Helium
23721-024       Flex Circuit, Main (+ Mic-Flex) Helium
                Housing, Outer, Binaural        Helium
                Turret Inserting Jig            Helium
                Ultrasonic Horn/Jig             Helium


HELLO DIRECT, INC.              SEO-WON K-TEC., INC.


by      /s/ Donald Chiang     by   /s/ B. C. Shin
   -----------------               --------------
        DONALD CHIANG              B. C. SHIN
        Director of Purchasing     President
Date:  February 20, 1998        Date:  February 24, 1998





APPENDIX C

This Appendix is attached to and is made a part of the AGREEMENT 
entered into as of the First day of January, 1998  between Hello 
Direct, Inc. (HDI)  and Seo-Won K-Tec, Inc. (SWKT).

Quality Inspection Defect Definition for Major, Minor,
  and Notice                    
                                               Major  Minor Notice

1.      Carton, gift box                wrong   [
                           incorrect printing   
                   legible printing defect      
                                       broken   

2.      Operating Manual/Card           wrong   
                              printing defect   

3.      Printing                      missing   
                                  wrong color   
                                discoloration   
                       printing defect > 2 mm   
                       printing defect > 1 mm   
                        printing defect < 1mm   

4.      Function defective              

5. Assembly error       
               unit not assembled properly      

6. Electrical Test Parameters   
                       out of limits > 10%      
                       out of limits < 10%      
                                                          *
7. Appearance defective
                               wrong color      
                 discoloration > 2.5 (Delta E)  
                 discoloration < 2.5 (Delta E)  
  contamination cleaning easy by dry cloth      
           contamination cleaning not easy      

8. Screw
                             screw missing      
                               screw loose      

9. Surface damage
                         Visual inspection
           damage visible from distance of:
         Primary Surface        > 30 cm 
                                    > 20 cm     
         Secondary Surface      > 60 cm 
                                > 40 cm 

10. Plastic injection defective worse than 
 approved golden sample
                   prevents proper assembly     
                                   cosmetic     

11. Foreign material inside unit,
       metal
                     dimension: > 10 mm 
                                  5 - 10 mm     
                                     < 5 mm     
          non-metal     

12.     Safety of user                                          ]



        HELLO DIRECT, INC.              SEO-WON K-TEC., INC.


by      /s/ Donald Chiang        by      /s/ B. C. Shin
        -----------------                  --------------
        DONALD CHIANG                      B. C. SHIN
        Director of Purchasing             President
Date:  February 20, 1998        Date:  February 24, 1998



APPENDIX D

This Appendix is attached to and is made a part of the AGREEMENT 
entered into as of the First day of January, 1998  between Hello 
Direct, Inc.. (HDI) and Seo-Won K-Tec, Inc. (SWKT).

EXCLUSIVE SALES TERRITORY:
None

NON-EXCLUSIVE SALES TERRITORY:
[*]  Other regions may be included in the Territory subject to HDI's 
approval.

LICENSE FEE:
The License Fee for each product sold shall be one-half (1/2) of 
the difference between the minimum selling price of each product 
listed below and the [*] Cost of each product as shown in Appendix A.  
The [*] Cost of each product is subject to adjustments, upward or 
downward, based on quarterly USA-Korea and USA-Philippine currency 
exchange fluctuations in accordance with Section 6.2.

License Fee = Minimum selling price Less [*] Cost
             ----------------------------------
                            2

License Fees shall be paid quarterly by SWKT to HDI in the form of 
a check or other appropriate form as instructed by HDI.

SWKT shall be fully responsible for all the costs and expenses, 
including applicable taxes and duties, in the sale of the Licensed 
Products in the Non-Exclusive Territory.  HDI may provide SWKT free 
of charge with reasonable quantities of printed material related to 
the Products.

PRODUCTS:
        Catalog No.     Product(s)                       Minimum Selling Price
        1550 + 1510    HelloSet Pro Amplifier, E6, with    [
                       10' 3.5mm QD Cable Assembly
        1473           HelloSet Basic Amplifier, E6    
        1580 + 1510    Ace Plug-Prong Amplifier, with  
                       10' 3.5mm QD Cable Assembly               *
        1504           Ultralight Pro Headset  
        1458           Ultralight Basic Headset        
        1505           Dual Pro Headset        
        1459           Dual Basic Headset      
        1506           Solo Pro Headset                                   ]

        HELLO DIRECT, INC.              SEO-WON K-TEC., INC.


by      /s/ Donald Chiang               by      /s/ B. C. Shin
        -----------------                       --------------
        DONALD CHIANG                           B. C. SHIN
        Director of Purchasing                  President
Date:  February 20, 1998        Date:  February 24, 1998



APPENDIX E

This Appendix is attached to and is made a part of the AGREEMENT 
entered into as of the First of January, 1998  between Hello Direct, 
Inc. (HDI)  and Seo-Won K-Tec., Inc. (SWKT).

HELLO DIRECT REGISTERED TRADEMARK


                           Hello Direct Logo

REGISTERED TRADEMARKS   TRADEMARKS

        SuperPro                ReadiLine
        HelloSet                CODiT
        Ultralight              Office Rover
        SureSound               Cordless
        ConferencePro           Executive
        LineStein




        HELLO DIRECT, INC.              SEO-WON K-TEC., INC.


by      /s/ Donald Chiang               by      /s/ B. C. Shin
        -----------------                       --------------
        DONALD CHIANG                           B. C. SHIN
        Director of Purchasing                  President
Date:  February 20, 1998        Date:  February 24, 1998