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[LETTERHEAD OF WILLIAM BLAIR & COMPANY]
August 10, 2000
PERSONAL & CONFIDENTIAL
GN Netcom
77 N. E. Blvd.
Nashua, NH 03067
Attention: Mr. Michael Fairweather
Dear Mr. Fairweather:
As you are aware, Hello Direct, Inc. (the "Company") and GN Netcom ("Buyer") are
parties to a letter agreement dated October 27, 1999 (the "Non-Disclosure
Agreement"), pursuant to which "Buyer" agreed to treat any information
concerning the Company in accordance with the provisions of such Non-Disclosure
Agreement, and to take or abstain from taking certain other actions set forth
therein. As we have discussed, the Company desires to restart negotiations with
you regarding a possible transaction and would like to provide you with
additional or new information or evaluation materials (as defined in the
Non-Disclosure Agreement) and as such would like to extend the term of the
Non-Disclosure Agreement. Accordingly, the Company and Buyer hereby agree to the
following:
1. The phrases "2 years" and "18 months" on page 3 will be construed to
mean that stated period plus an additional ten months extension.
As so extended and amended, the Non-Disclosure Agreement shall be and continue
in full force and effect according to its terms. Please confirm that the
foregoing is in accordance with your understanding by signing and returning this
letter to William Blair & Company. We will forward a duplicate copy to you for
your files.
This letter may be executed in counterparts, each of which shall be deemed an
original and all of which shall constitute one and the same instrument. This
letter shall be governed by and construed in accordance with the internal laws
of the state of Delaware without reference to principles of conflicts of law.
Very truly yours,
WILLIAM BLAIR & COMPANY
By: /s/ [Signature]
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As Its Agent:
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Accepted and agreed to as of
the date first written above
GN NETCOM
By: /s/ P. Michael Fairweather
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Its: PRESIDENT, CEO GN NETCOM INC.
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