<PAGE>
Notice of Guaranteed Delivery
To Tender Shares of Common Stock
of
Hello Direct, Inc.
Pursuant to the Offer to Purchase
dated October 11, 2000
of
GN Acquisition Corporation
an indirect wholly owned subsidiary of
GN Great Nordic Ltd.
This form, or a form substantially equivalent to this form, must be used to
accept the Offer (as defined below) if the shares of Common Stock of Hello
Direct, Inc. and all other documents required by the Letter of Transmittal
cannot be delivered to the Depositary by the expiration of the Offer. Such
form may be delivered by hand, facsimile transmission, telex or mail to the
Depositary. See Section 3 of the Offer to Purchase.
The Depositary for the Offer is:
ChaseMellon Shareholder Services, L.L.C.
By Mail: By Overnight Delivery: By Hand:
P.O. Box 3301 85 Challenger Road 120 Broadway, 13th
South Hackensack, NJ 07606 Mail Drop-Reorg Floor
Attn: Reorganization Ridgefield Park, NJ 07660 New York, NY 10271
Department Attn: Reorganization Department Attn: Reorganization
Department
By Facsimile Transmission
(for Eligible Institutions only):
(201) 296-4293
Confirm Facsimile By Telephone:
(201) 296-4860
----------------
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an "Eligible
Institution" under the instructions thereto, such signature guarantee must
appear in the applicable space provided in the signature box on the Letter of
Transmittal.
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Ladies and Gentlemen:
The undersigned hereby tenders to GN Acquisition Corporation, a Delaware
corporation ("Purchaser") and an indirect wholly owned subsidiary of GN Great
Nordic Ltd., upon the terms and subject to the conditions set forth in the
Offer to Purchase dated October 11, 2000 (the "Offer to Purchase") and the
related Letter of Transmittal (which together constitute the "Offer"), receipt
of which is hereby acknowledged, shares of common stock, par value
$0.001 per share (the "Shares"), of Hello Direct, Inc., a Delaware
corporation, pursuant to the guaranteed delivery procedure set forth in
Section 3 of the Offer to Purchase.
Certificate Nos. (if available): SIGN HERE
_____________________________________ _____________________________________
Signature(s) of Holder(s)
_____________________________________
Dated: ______________________________
If Shares will be delivered by book-
entry transfer: Name(s) of Holder(s):
Account No. _________________________ _____________________________________
at The Depository Trust Company Please type or print
_____________________________________
Address
_____________________________________
Zip Code
_____________________________________
Area Code and Telephone Number
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<PAGE>
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a firm which is a member of a registered national
securities exchange or the National Association of Securities Dealers, Inc.,
or a commercial bank or trust company having an office or correspondent in the
United States, guarantees (a) that the above named person(s) "own(s)" the
Shares tendered hereby within the meaning of Rule 14e-4 under the Securities
Exchange Act of 1934, (b) that such tender of Shares complies with Rule 14e-4
and (c) to deliver to the Depositary the Shares tendered hereby, together with
a properly completed and duly executed Letter(s) of Transmittal (or
facsimile(s) thereof) or, in the case of a book-entry transfer, an Agent's
Message (as defined in the Offer to Purchase) in lieu of the Letter of
Transmittal, and any other required documents, all within three Nasdaq Stock
Market's National Market trading days of the date hereof.
------------------------------------- -------------------------------------
Name of Firm Authorized Signature
------------------------------------- -------------------------------------
Address Title
------------------------------------- Name: _______________________________
Zip Code Please type or print
------------------------------------- Dated: ______________________________
Area Code and Telephone Number
DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE.
SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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