[ARTICLE]      5 

        EMPLOYEE SEVERANCE AGREEMENT

This Employee Severance Agreement (the "Agreement") is made and 
entered into effective as of May 6, 1998, by and between 
_____________("Employee") and Hello Direct, Inc. (the  "Company").

WHEREAS, the Board of Directors of the Company has determined it 
to be in the best interests of the Company and its stockholders to 
provide Company executives with certain protection from events that 
could occur in connection with certain changes of control of the 
Company, and

WHEREAS, to accomplish this objective and encourage such 
executives to continue employment with the Company, the Company 
desires to enter into this Agreement,

NOW THEREFORE, for good and valuable consideration, the Company 
and Employee hereby agree as follows:

Unless otherwise defined herein, the terms defined in the 
applicable Company stock option plan and stock option and restricted 
stock purchase agreements shall have the same defined meanings 
therein.

1.      Employee Rights in Connection with Change of 
Control.

(a)     Vesting Acceleration.  In the event of a 
"Change of Control," (i) all of Employee's rights to purchase stock 
under all stock option agreements with the Company shall be 
automatically vested in their entirety on an accelerated basis and be 
fully exercisable and (ii) all of the Company's rights to repurchase 
unvested stock under all restricted stock purchase agreements with 
Employee shall lapse in their entirety on an accelerated basis 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 3(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 
Employee does not or will not receive upon exercise of Employee's 
stock purchase rights under any such stock option agreement or in 
exchange for Employee's restricted stock acquired pursuant to any such 
restricted stock purchase 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 
Employee occurring after any such "Change of Control," or

(iv)    one year after such "Change of Control."

(b)     Additional Benefits.  If Employee's employment 
is terminated at any time following a Change of Control by the Company 
or by the Employee as a result of an Involuntary Termination, then 
Employee shall also receive the following severance benefits from the 
Company:

(i)     Continued Salary.  Employee shall 
receive_____ months of Employee's Annual Compensation to be paid out in 
a lump sum payment within thirty (30) days of such termination and 
subject to applicable tax withholding.

(ii)    Continued Employee Benefits.  Employee 
shall be entitled to one hundred percent (100%) of Company-paid 
health, dental and life insurance coverage at the same level of 
coverage as was provided to such employee immediately prior to the 
Change of Control (the "Company-Paid Coverage").  If such coverage 
included Employee's dependents immediately prior to the Change of 
Control, such dependents shall also be covered at Company expense.  
Company-Paid Coverage shall continue until the earlier of 
(i) ___ months from the date of termination or (ii) the date that 
Employee and his dependents become covered under another employer's 
group health, dental or life insurance plans that provide Employee and 
his dependents with comparable benefits and levels of coverage.  For 
purposes of Title X of the Consolidated Budget Reconciliation Act of 
1985 ("COBRA"), the date of the "qualifying event" for Employee and 
his dependents shall be the date upon which the Company-Paid Coverage 
terminates.

(iii)   Extension of Post-Termination Exercise 
Period of Nonstatutory Stock Options.  The nonstatutory stock options 
held by Employee shall remain exercisable for a period of three months 
following Employee's termination of employment or consulting 
relationship with the Company.

(iv)    Accrued Management Bonus.  Any accrued 
Management Bonus earned by Employee shall become fully payable, 
subject to applicable withholding, and shall be paid in a lump sum 
payment within thirty (30) days of such termination.

(v)     Executive Disability Plan.  Employee 
shall have the option of continuing to be covered by the Company's 
Executive Disability Plan for a period of up to one year following 
Employee's termination of employment or consulting relationship with 
the Company; and the Company shall pay all premiums and other expenses 
associated with such continued coverage.

(vi)    Limitation on Payments.  To the extent 
that any of the payments and benefits provided for in this Agreement 
or otherwise payable to Employee constitute "parachute payments" 
within the meaning of Section 280G of the Internal Revenue Code of 
1986, as amended (the "Code"), and, but for this Section  1(b)(vi)(, 
would be subject to the excise tax imposed by Section 4999 of the 
Code, then Employee's benefits under this Section 1 shall be payable 
either


(A)     in full, or

(B)     as to such lesser amount as would 
result in no portion of such severance benefits being subject to 
excise tax under Section 4999 of the Code,

whichever of the foregoing amounts, taking into account the applicable 
federal, state and local income taxes and the excise tax imposed by 
Section 4999, results in the receipt by Employee on an after-tax basis 
of the greatest amount of severance benefits under this Section 1, 
notwithstanding that all or some portion of such severance benefits 
may be taxable under Section 4999 of the Code.  Unless the Company and 
Employee otherwise agree in writing, any determination required under 
this Section 1(b)(v;)shall be made in writing by an independent public 
accounting firm reasonably acceptable to the Company other than that 
used by the Company (the "Accountants"), whose determination shall be 
conclusive and binding upon Employee and the Company for all purposes. 
 For purposes of making the calculations required by this Section 
1(b)(vi), the Accountants may make reasonable assumptions and 
approximations concerning applicable taxes and may rely on reasonable, 
good faith interpretations concerning the application of Sections 280G 
and 4999 of the Code.  The Company and Employee shall furnish to the 
Accountants such information and documents as the Accountants may 
reasonably request in order to make a determination under this 
Section.  The Company shall bear all costs the Accountants may 
reasonably incur in connection with any calculations contemplated by 
this Section 1(b)(vi).

2.      Definitions.

(a)     Annual Compensation.  "Annual Compensation" 
shall mean an amount equal to the salary received by Employee from the 
Company during the twelve months preceding the date of termination, 
excluding bonuses.

(b)     Cause.  "Cause" shall mean (i) any willful act 
of personal dishonesty, fraud or misrepresentation taken by Employee 
in connection with his or her responsibilities as an employee which 
was intended to result in substantial gain or personal enrichment of 
Employee at the expense of the Company and was materially and 
demonstrably injurious to the Company; (ii) Employee's conviction of a 
felony on account of any act which was materially and demonstrably 
injurious to the Company; or (iii) Employee'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 2(b), 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.

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

(i)     Any "person" (as such term is used in 
Sections 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);

(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.

(d)     Involuntary Termination.  "Involuntary 
Termination" shall mean without Employee's written consent (i) a 
termination by the Company of Employee's employment with the Company 
other than for Cause; (ii) a material reduction of or variation in 
Employee's duties, authority or responsibilities, relative to 
Employee'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 Employee as in effect immediately 
prior to such reduction; (iv) a material reduction by the Company in 
the kind or level of employee benefits, including bonuses, to which 
Employee was entitled immediately prior to such reduction, with the 
result that Employee's overall benefits package is materially reduced; 
(v) the relocation of Employee to a facility or a location more than 
thirty (30) miles from Employee's then present location; (vi) the 
failure of the Company to obtain the assumption of this 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 Employee.

3. Voluntary Resignation

(a)     Voluntary Resignation; Termination For Cause. 
 If Employee's continuous status as an employee of the Company 
terminates (i) for any reason prior to a Change of Control, (ii) after 
change of control, by reason of Employee's voluntary resignation (and 
not Involuntary Termination) or (iii) for Cause, then Employee shall 
not be entitled to receive severance benefits under Section 1 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 this Agreement and 
agree expressly to perform the obligations under this Agreement 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 this Agreement and 
all rights of Employee hereunder shall inure to the benefit of, and be 
enforceable by, Employee's personal or legal representatives, 
executors, administrators, successors, heirs, distributees, devisees 
and legatees.

5.      Modification; Waiver.  No provision of this 
Agreement shall be modified or waived unless the modification or 
waiver is agreed to in writing and signed by Employee and by an 
authorized officer of the Company (other than Employee).

6.      Entire Agreement.  This Agreement, together with all 
present and future stock option agreements and restricted stock 
purchase agreements entered into between the Company and Employee 
represent the entire agreement of the parties hereto with respect to 
the subject matter thereof.  In the event of any conflict between the 
terms of this Agreement and the terms of any such present or future 
stock option agreements and/or restricted stock purchase agreements, 
the terms of this Agreement shall prevail.

7.      Choice of Law; Arbitration.  The validity, 
interpretation, construction and performance of this Agreement shall 
be governed by the laws of the State of California.  Any dispute or 
controversy arising under or in connection with this Agreement shall 
be settled exclusively by arbitration in Santa Clara, California by 
three arbitrators in accordance with the rules of the American 
Arbitration Association then in effect.  Judgment may be entered on 
the arbitrator's award in any court having jurisdiction.  The Company 
shall bear all costs and expenses arising out of or in connection with 
any arbitration pursuant to this Section 7.

8.      No Employment Agreement.  This Agreement shall not 
constitute an employment agreement.  Employee's employment with the 
Company shall constitute employment "at will," unless otherwise 
provided in some other written agreement between the Company and 
Employee.

IN WITNESS WHEREOF, each of the parties has executed this 
Agreement, in the case of the Company by its duly authorized officer, 
as of the day and year set forth above.


COMPANY                         HELLO DIRECT, INC.



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                                Signature of Authorized 
Signatory


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                                Print Name and Title



"EMPLOYEE"                                              
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                                Signature


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                                Print Name