[ARTICLE]      5 



        HELLO DIRECT, INC.
        1995 STOCK PLAN

        STOCK OPTION AGREEMENT


Unless otherwise defined herein, the terms defined in the Plan 
shall have the same defined meanings in this Option Agreement.

I.  NOTICE OF STOCK OPTION GRANT

[Optionee's Name and Address]

You have been granted an option to purchase Common Stock of the 
Company, subject to the terms and conditions of the Plan and this 
Option Agreement, as follows:

Grant Number                            _________________________

Date of Grant                           _________________________

Vesting Commencement Date               _________________________

Exercise Price per Share                $________________________

Total Number of Shares Granted          _________________________

Total Exercise Price                    $________________________

Type of Option:                         ___     Incentive Stock Option

                                        ___     Nonstatutory Stock 
Option

Term/Expiration Date:                   _________________________


     Vesting Schedule:

This Option may be exercised, in whole or in part, in accordance 
with the following schedule:

25% of the Shares subject to the Option shall vest twelve months 
after the Vesting Commencement Date, and 1/48 of the Shares subject to 
the Option shall vest each month thereafter.

Termination Period:

This Option may be exercised for _____ [days/months] after 
termination of the Optionee's employment or consulting relationship 
with the Company.  Upon the death or Disability of the Optionee, this 
Option may be exercised for such longer period as provided in the 
Plan.  In the event of the Optionee's change in status from Employee 
to Consultant or Consultant to Employee, this Option Agreement shall 
remain in effect.  In no event shall this Option be exercised later 
than the Term/Expiration Date as provided above.

II.  AGREEMENT

1.      Grant of Option.  The Plan Administrator of the Company 
hereby grants to the Optionee named in the Notice of Grant attached as 
Part I of this Agreement (the "Optionee"), an option (the "Option") to 
purchase the number of Shares, as set forth in the Notice of Grant, at 
the exercise price per share set forth in the Notice of Grant (the 
"Exercise Price"), subject to the terms and conditions of the Plan, 
which is incorporated herein by reference.  Subject to Section 15(c) 
of the Plan, in the event of a conflict between the terms and 
conditions of the Plan and the terms and conditions of this Option 
Agreement, the terms and conditions of the Plan shall prevail.

If designated in the Notice of Grant as an Incentive Stock 
Option ("ISO"), this Option is intended to qualify as an Incentive 
Stock Option under Section 422 of the Code.  However, if this Option 
is intended to be an Incentive Stock Option, to the extent that it 
exceeds the $100,000 rule of Code Section 422(d) it shall be treated 
as a Nonstatutory Stock Option ("NSO").

2.      Exercise of Option.

                (a)     Right to Exercise.  This Option is exercisable 
during its term in accordance with the Vesting Schedule set out in the 
Notice of Grant and the applicable provisions of the Plan and this 
Option Agreement.  In the event of Optionee's death, Disability or 
other termination of Optionee's employment or consulting relationship, 
the exercisability of the Option is governed by the applicable 
provisions of the Plan and this Option Agreement.

(b)     Method of Exercise.  This Option is exercisable by 
delivery of an exercise notice, in the form attached as Exhibit A (the 
"Exercise Notice"), which shall state the election to exercise the 
Option, the number of Shares in respect of which the Option is being 
exercised (the "Exercised Shares"), and such other representations and 
agreements as may be required by the Company pursuant to the 
provisions of the Plan.  The Exercise Notice shall be signed by the 
Optionee and shall be delivered in person or by certified mail to the 
Secretary of the Company.  The Exercise Notice shall be accompanied by 
payment of the aggregate Exercise Price as to all Exercised Shares.  
This Option shall be deemed to be exercised upon receipt by the 
Company of such fully executed Exercise Notice accompanied by such 
aggregate Exercise Price.

No Shares shall be issued pursuant to the exercise of this 
Option unless such issuance and exercise complies with all relevant 
provisions of law and the requirements of any stock exchange or 
quotation service upon which the Shares are then listed.  Assuming 
such compliance, for income tax purposes the Exercised Shares shall be 
considered transferred to the Optionee on the date the Option is 
exercised with respect to such Exercised Shares.

3.      Vesting Acceleration on Change of Control.

    (a)     Vesting Acceleration.  In the event of a "Change of 
Control," all of the Optionee's rights to purchase stock under this 
Option Agreement with the Company shall be automatically vested in 
their entirety on an accelerated basis and be fully exercisable as of 
the date immediately preceding the first to occur of the following:

(i)     such "Change of Control," in the event any 
such stock option agreement or restricted stock purchase agreement is 
or will be terminated or canceled (except by mutual consent) or any 
successor to the Company fails to assume and agree to perform all such 
stock option agreements and restricted stock purchase agreements as 
provided in Section 4(a) hereof at or prior to such time as any such 
person becomes a successor to the Company; or 

(ii)    such "Change of Control"in the event Optionee 
does not or will not receive upon exercise of the Optionee's stock 
purchase rights under this Option Agreement the same identical 
securities and/or other consideration as is received by all other 
stockholders in any merger, consolidation, sale, exchange or similar 
transaction occurring upon or after such "Change of Control"; or 

(iii)   any "Involuntary Termination" of the Optionee 
occurring after any such "Change of Control."


(b)     Change of Control.   "Change of Control" means the 
occurrence of any of the following events:

(i)     Any "person" (as such term is used in Sec-
tions 13(d) and 14(d) of the Securities Exchange Act of 1934, as 
amended) is or becomes the "beneficial owner" (as defined in 
Rule 13d-3 under said Act), directly or indirectly, of securities of 
the Company representing 50% or more of the total voting power 
represented by the Company's then outstanding voting securities; or

(ii)    A change in the composition of the Board of 
Directors of the Company occurring within a two-year period as a 
result of which fewer than a majority of the directors are "Incumbent 
Directors."  "Incumbent Directors" shall mean directors who either 
(A) are directors of the Company as of the date hereof, or (B) are 
elected, or nominated for election, to the Board of Directors with the 
affirmative votes (either by a specific vote or by approval of the 
proxy statement of the Company in which such person is named as a 
nominee for election as a director without objection to such 
nomination) of at least a majority of the Incumbent Directors at the 
time of such election or nomination (but shall not include an 
individual whose election or nomination is in connection with an 
actual or threatened proxy contest relating to the election of 
directors of the Company); or

(iii)   The consummation of (A) a merger or 
consolidation of the Company with any other entity, other than a 
merger or consolidation which would result in the voting securities of 
the Company outstanding immediately prior thereto continuing to 
represent (either by remaining outstanding or by being converted into 
voting securities of the surviving entity or the entity that controls 
such surviving entity) at least fifty percent (50%) of the total 
voting power represented by the voting securities of the Company, such 
surviving entity or the entity that controls the Company or such 
surviving entity outstanding immediately after such merger or 
consolidation, or (B) the sale or disposition by the Company of all or 
substantially all the Company's assets; or

(iv)    The stockholders of the Company approve a plan 
of complete liquidation of the Company.

(c)     Involuntary Termination. "Involuntary Termination" 
shall mean without the Optionee's written consent (i) a termination by 
the Company of the Optionee's employment with the Company other than 
for Cause; (ii) a material reduction of or variation in the Optionee's 
duties, authority or responsibilities, relative to the Optionee's 
duties, authority or responsibilities as in effect immediately prior 
to such reduction or variation; (iii) a reduction by the Company in 
the base salary of the Optionee as in effect immediately prior to such 
reduction; (iv) a material reduction by the Company in the kind or 
level of the Optionee benefits, including bonuses, to which the 
Optionee was entitled immediately prior to such reduction, with the 
result that the Optionee's overall benefits package is materially 
reduced; (v) the relocation of the Optionee to a facility or a 
location more than thirty (30) miles from the Optionee's then present 
location; (vi) the failure of the Company to obtain the assumption of 
this Option Agreement by any successor as required in Section 4(a), or 
(vii) any act or set of facts that would under applicable law 
constitute a constructive termination of the Optionee.

(d)     Cause. "Cause" shall mean (i) any willful act of 
personal dishonesty, fraud or misrepresentation taken by the Optionee 
in connection with his or her responsibilities as an the Optionee 
which was intended to result in substantial gain or personal 
enrichment of the Optionee at the expense of the Company and was 
materially and demonstrably injurious to the Company; (ii) the 
Optionee's conviction of a felony on account of any act which was 
materially and demonstrably injurious to the Company; or (iii) the 
Optionee's willful and continued failure to substantially perform his 
or her principal duties and obligations of employment (other than any 
such failure resulting from incapacity due to physical or mental 
illness), which failure is not remedied in a reasonable period of time 
after receipt of written notice from the Company.  For the purposes of 
this Section 3(d), no act or failure to act shall be considered 
"willful" unless done or omitted to be done in bad faith and without 
reasonable belief that the act or omission was in or not opposed to 
the best interests of the Company.  Any act or failure to act based 
upon authority given pursuant to a resolution duly adopted by the 
Board of Directors of the Company or based upon the advice of counsel 
for the Company shall be conclusively presumed to be done or omitted 
to be done in good faith and in the best interests of the Company.

(e)     Voluntary Resignation; Termination For Cause. If the 
Optionee's continuous status as an employee of the Company terminates 
(i) for any reason prior to a Change of Control, (ii) by reason of the 
Optionee's voluntary resignation (and not Involuntary Termination) or 
(iii) for Cause, then the Optionee shall not be entitled to receive 
accelerated vesting under Section 3 hereof.

4.      Successors.

(a)     Company's Successors.  Any successor to the Company 
(whether direct or indirect and whether by purchase, merger or 
consolidation) shall assume the obligations under Section 3 of this 
Option Agreement and agree expressly to perform the obligations under 
Section 3 in the same manner and to the same extent as the Company 
would be required to perform such obligations in the absence of a 
succession.

(b)     Successors.  The terms of Section 3 and all rights 
of the Optionee thereunder shall inure to the benefit of, and be 
enforceable by, the Optionee's personal or legal representatives, 
executors, administrators, successors, heirs, distributees, devisees 
and legatees.

5.      Method of Payment.  Payment of the aggregate Exercise 
Price shall be by any of the following, or a combination thereof, at 
the election of the Optionee:

(a)     cash; or

(b)     check; or

(c)     delivery of a properly executed exercise notice 
together with such other documentation as the Administrator and the 
broker, if applicable, shall require to effect an exercise of the 
Option and delivery to the Company of the sale or loan proceeds 
required to pay the exercise price; or

(d)     surrender of other Shares which (i) in the case of 
Shares acquired upon exercise of an option, have been owned by the 
Optionee for more than six (6) months on the date of surrender, and 
(ii) have a Fair Market Value on the date of surrender equal to the 
aggregate Exercise Price of the Exercised Shares.

6.      Non-Transferability of Option.  This Option may not be 
transferred in any manner otherwise than by will or by the laws of 
descent or distribution and may be exercised during the lifetime of 
Optionee only by the Optionee.  The terms of the Plan and this Option 
Agreement shall be binding upon the executors, administrators, heirs, 
successors and assigns of the Optionee.

7.      Term of Option.  This Option may be exercised only within 
the term set out in the Notice of Grant, and may be exercised during 
such term only in accordance with the Plan and the terms of this 
Option Agreement.

8.      Tax Consequences.  Some of the federal and California tax 
consequences relating to this Option, as of the date of this Option, 
are set forth below.  THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE 
TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.  THE OPTIONEE SHOULD 
CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF 
THE SHARES.

(a)     Exercising the Option.

(i)     Nonstatutory Stock Option.  The Optionee may 
incur regular federal income tax and California income tax liability 
upon exercise of a NSO.  The Optionee will be treated as having 
received compensation income (taxable at ordinary income tax rates) 
equal to the excess, if any, of the Fair Market Value of the Exercised 
Shares on the date of exercise over their aggregate Exercise Price.  
If the Optionee is an Employee or a former Employee, the Company will 
be required to withhold from his or her compensation or collect from 
Optionee and pay to the applicable taxing authorities an amount in 
cash equal to a percentage of this compensation income at the time of 
exercise, and may refuse to honor the exercise and refuse to deliver 
Shares if such withholding amounts are not delivered at the time of 
exercise.

        (ii)    Incentive Stock Option.  If this Option 
qualifies as an ISO, the Optionee will have no regular federal income 
tax or California income tax liability upon its exercise, although the 
excess, if any, of the Fair Market Value of the Exercised Shares on 
the date of exercise over their aggregate Exercise Price will be 
treated as an adjustment to alternative minimum taxable income for 
federal tax purposes and may subject the Optionee to alternative 
minimum tax in the year of exercise.  In the event that the Optionee 
undergoes a change of status from Employee to Consultant, any 
Incentive Stock Option of the Optionee that remains unexercised shall 
cease to qualify as an Incentive Stock Option and will be treated for 
tax purposes as a Nonstatutory Stock Option on the ninety-first (91st) 
day following such change of status.

(b)     Disposition of Shares.  

(i)     NSO.  If the Optionee holds NSO Shares for at 
least one year, any gain realized on disposition of the Shares will be 
treated as long-term capital gain for federal income tax purposes.

        (ii)    ISO.  If the Optionee holds ISO Shares for at 
least one year after exercise and two years after the grant date, any 
gain realized on disposition of the Shares will be treated as long-
term capital gain for federal income tax purposes.  If the Optionee 
disposes of ISO Shares within one year after exercise or two years 
after the grant date, any gain realized on such disposition will be 
treated as compensation income (taxable at ordinary income rates) to 
the extent of the excess, if any, of the lesser of (A) the difference 
between the Fair Market Value of the Shares acquired on the date of 
exercise and the aggregate Exercise Price, or (B) the difference 
between the sale price of such Shares and the aggregate Exercise 
Price.

(c)     Notice of Disqualifying Disposition of ISO Shares.  
If the Optionee sells or otherwise disposes of any of the Shares 
acquired pursuant to an ISO on or before the later of (i) two years 
after the grant date, or (ii) one year after the exercise date, the 
Optionee shall immediately notify the Company in writing of such 
disposition.  The Optionee agrees that he or she may be subject to 
income tax withholding by the Company on the compensation income 
recognized from such early disposition of ISO Shares by payment in 
cash or out of the current earnings paid to the Optionee.

9.      Entire Agreement; Governing Law.  The Plan is incorporated 
herein by reference.  The Plan and this Option Agreement constitute 
the entire agreement of the parties with respect to the subject matter 
hereof and supersede in their entirety all prior undertakings and 
agreements of the Company and Optionee with respect to the subject 
matter hereof, and may not be modified adversely to the Optionee's 
interest except by means of a writing signed by the Company and 
Optionee.  This agreement is governed by California law except for 
that body of law pertaining to conflict of laws.

By your signature and the signature of the Company's 
representative below, you and the Company agree that this Option is 
granted under and governed by the terms and conditions of the Plan and 
this Option Agreement.  Optionee has reviewed the Plan and this Option 
Agreement in their entirety, has had an opportunity to obtain the 
advice of counsel prior to executing this Option Agreement and fully 
understands all provisions of the Plan and Option Agreement.  Optionee 
hereby agrees to accept as binding, conclusive and final all decisions 
or interpretations of the Administrator upon any questions relating to 
the Plan and Option Agreement.  Optionee further agrees to notify the 
Company upon any change in the residence address indicated below.

OPTIONEE:                               HELLO DIRECT, INC.



_______________________________         By:_________________________
Signature

_______________________________         Title:______________________
Print Name

____________________________________
Residence Address

____________________________________








        CONSENT OF SPOUSE

The undersigned spouse of Optionee has read and hereby approves 
the terms and conditions of the Plan and this Option Agreement.  In 
consideration of the Company's granting his or her spouse the right to 
purchase Shares as set forth in the Plan and this Option Agreement, 
the undersigned hereby agrees to be irrevocably bound by the terms and 
conditions of the Plan and this Option Agreement and further agrees 
that any community property interest shall be similarly bound.  The 
undersigned hereby appoints the undersigned's spouse as attorney-in-
fact for the undersigned with respect to any amendment or exercise of 
rights under the Plan or this Option Agreement.

____________________________
Spouse of Optionee




        EXHIBIT A

        1995 STOCK PLAN

        EXERCISE NOTICE


Hello Direct, Inc.
5884 Eden Park Place
San Jose, CA  95138

Attention:  Secretary  

1.      Exercise of Option.  Effective as of today, 
________________, 199__, the undersigned ("Purchaser") hereby elects 
to purchase ______________ shares (the "Shares") of the Common Stock 
of Hello Direct, Inc. (the "Company") under and pursuant to the 1995 
Stock Plan (the "Plan") and the Stock Option Agreement dated          
    , 19___ (the "Option Agreement").  The purchase price for the 
Shares shall be $             , as required by the Option Agreement.

2.      Delivery of Payment.  Purchaser herewith delivers to the 
Company the full purchase price for the Shares.

3.      Representations of Purchaser.  Purchaser acknowledges that 
Purchaser has received, read and understood the Plan and the Option 
Agreement and agrees to abide by and be bound by their terms and 
conditions.

4.      Rights as Shareholder.  Until the issuance (as evidenced 
by the appropriate entry on the books of the Company or of a duly 
authorized transfer agent of the Company) of the stock certificate 
evidencing such Shares, no right to vote or receive dividends or any 
other rights as a shareholder shall exist with respect to the Optioned 
Stock, notwithstanding the exercise of the Option.  A share 
certificate for the number of Shares so acquired shall be issued to 
the Optionee as soon as practicable after exercise of the Option.  No 
adjustment will be made for a dividend or other right for which the 
record date is prior to the date the stock certificate is issued, 
except as provided in Section 13 of the Plan.

5.      Tax Consultation.  Purchaser understands that Purchaser 
may suffer adverse tax consequences as a result of Purchaser's 
purchase or disposition of the Shares.  Purchaser represents that 
Purchaser has consulted with any tax consultants Purchaser deems 
advisable in connection with the purchase or disposition of the Shares 
and that Purchaser is not relying on the Company for any tax advice.

6.      Entire Agreement; Governing Law.  The Plan and Option 
Agreement are incorporated herein by reference.  This Agreement, the 
Plan and the Option Agreement constitute the entire agreement of the 
parties with respect to the subject matter hereof and supersede in 
their entirety all prior undertakings and agreements of the Company 
and Purchaser with respect to the subject matter hereof, and may not 
be modified adversely to the Purchaser's interest except by means of a 
writing signed by the Company and Purchaser.  This agreement is 
governed by California law except for that body of law pertaining to 
conflict of laws.


Submitted by:                                   Accepted by:

PURCHASER:                                      HELLO DIRECT, INC.




_______________________________         By:_________________________
Signature

_______________________________         Title:______________________
Print Name



Address:                                        Address:

___________________________                     5893 Rue Ferrari
___________________________                     San Jose, CA  95138