EXHIBIT 10.1

                                    August 1, 1998



Active Voice Corporation
Mr. Jose S. David, CFO
2901 3rd Avenue, #500
Seattle, WA 98121

Dear Mr. David:

     This letter amendment (this "Amendment") is to confirm the changes agreed
upon between Wells Fargo Bank, National Association ("Bank") and Active Voice
Corporation ("Borrower") to the terms and conditions of that certain letter
agreement between Bank and Borrower dated as of November 13, 1997, as amended
from time to time (the "Agreement").  For valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Bank and Borrower hereby agree
that the Agreement shall be amended as follows to reflect said changes.


     1.   The following is hereby added to the Agreement as Paragraph I.3:

               "3.  COLLATERAL:  

               As security for all indebtedness of Borrower to Bank
          under the Line of Credit, Borrower hereby grants to Bank
          security interests of first priority in Borrower's Wells
          Fargo Bank Institutional Securities Sales Account No.
          303464.

               All of the foregoing shall be evidenced by and subject
          to the terms of such security agreements, financing
          statements, deeds of trust and other documents as Bank shall
          reasonably require, all in form and substance satisfactory
          to Bank.  Borrower shall reimburse Bank immediately upon
          demand for all costs and expenses incurred by Bank in
          connection with any of the foregoing security, including
          without limitation, filing and recording fees and costs of
          appraisals, audits and title insurance."




Active Voice Corporation
August 1, 1998
Page 2


     2.   Paragraph V.9.(d) is hereby deleted in its entirety, without
substitution.

     3.   Paragraph V.15 is hereby deleted in its entirety, without
substitution.

     4.   The following is hereby added to the Agreement as Paragraph V.16.:

               "16. YEAR 2000 COMPLIANCE.  Perform all acts reasonably
          necessary to ensure that (a) Borrower and any business in
          which Borrower holds a substantial interest, and (b) all
          customers, suppliers and vendors that are material to
          Borrower's business, become Year 2000 Compliant in a timely
          manner.  Such acts shall include, without limitation,
          performing a comprehensive review and assessment of all of
          Borrower's systems and adopting a detailed plan, with
          itemized budget, for the remediation, monitoring and testing
          of such systems.  As used herein, "Year 2000 Compliant"
          shall mean, in regard to any entity, that all software,
          hardware, firmware, equipment, goods or systems utilized by
          or material to the business operations or financial
          condition of such entity, will properly perform date
          sensitive functions before, during and after the year 2000. 
          Borrower shall, immediately upon request, provide to Bank
          such certifications or other evidence of Borrower's
          compliance with the terms hereof as Bank may from time to
          time require."

     5.  Except as specifically provided herein, all terms and conditions of the
Agreement remain in full force and effect, without waiver or modification.  All
terms defined in the Agreement shall have the same meaning when used herein. 
This Amendment and the Agreement shall be read together, as one document.

     6.  Borrower hereby remakes all representations and warranties contained in
the Agreement and reaffirms all covenants set forth therein.  Borrower further
certifies that as of the date of Borrower's acknowledgment set forth below there
exists no default or defined event of default under the Agreement or any
promissory note or other contract, instrument or document executed 




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August 1, 1998
Page 3


in connection therewith, nor any condition, act or event which with the 
giving of notice or the passage of time or both would constitute such a 
default or defined event of default.

ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR
ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.

     Your acknowledgment of this Amendment shall constitute acceptance of the
foregoing terms and conditions.


                                       Sincerely,

                                       WELLS FARGO BANK,
                                         NATIONAL ASSOCIATION

                                       By: /s/ Greg Milner    
                                           ---------------------
                                           Greg Milner
                                           Vice President

Acknowledged and accepted as of July 11, 1998:

ACTIVE VOICE CORPORATION


By: /s/ Jose S. David    
    -------------------------
    Jose S. David
    Chief Financial Officer