Exhibit 10.8.  Security Agreement between the Company and Fleet National Bank



                     Inventory and Accounts Receivable Security Agreement
                                  (Short Form)

                                November 13, 1997
                                      Date

To  secure  the  due  payment  and  performance  of all of the  liabilities  and
obligations  hereunder of the undersigned,  herein called  "Borrower",  to Fleet
National  Bank ,  hereinafter  called  "Bank",  and all  other  liabilities  and
obligations of Borrower to Bank of every name and nature  whatsoever,  direct or
indirect, absolute or contingent, now existing or hereafter arising or acquired,
including,   without  limitation,   the  due  payment  and  performance  of  all
liabilities and  obligations  under any and all notes,  all  hereinafter  called
"Obligations", the Borrower hereby grants to Bank a continuing security interest
in:

        (a) All accounts,  contracts,  contract rights,  notes,  bills,  drafts,
acceptances,  general intangibles, (other than general intangibles which consist
of patents,  trademarks,  copyrights  and other similar  intellectual  property)
choses in action, and all other debts, obligations and liabilities,  in whatever
form, owing to Borrower from any person, firm or corporation, or any other legal
entity,  whether now existing or hereafter arising, now or hereafter received by
or belonging or owing to Borrower, for goods sold by it or for services rendered
by it or  however  otherwise  same may have been  established  or  created,  all
guarantees and securities therefor, all right, title and interest of Borrower in
the  merchandise  or services  which gave rise thereto,  including the rights of
reclamation  and  stoppage  in  transit,  all  rights  of an  unpaid  seller  of
merchandise  or  services,  and  in the  proceeds  thereof,  including,  without
limitation,  all  proceeds  of  credit,  fire or  other  insurance,  and any tax
refunds.

        (b) All goods,  merchandise,  raw materials,  goods and work in process,
finished  goods and other  tangible  personal  property,  now owned or hereafter
acquired  and held for sale or lease,  or  furnished  or to be  furnished  under
contract of  service,  or used or consumed  in  Borrower's  business  and in the
products and proceeds thereof,  including,  without limitation,  all proceeds of
fire or other insurance. This portion of the collateral being sometimes referred
to as "Inventory".

All of the accounts and other  property as set forth in (a) above and  inventory
as  set  forth  in  (b)  above  are  hereinafter  referred  to  collectively  as
"Collateral".

The Collateral  and all proceeds and products  thereof shall be security for all
Obligations.  Until all Obligations have been fully  satisfied,  Bank's security
interest in the Collateral and all proceeds and products thereof, shall continue
in full  force and effect and Bank will at all times  after the  occurrence  and
during  the  continuance  of an Event  of  Default  (as  defined  in the  Letter
Agreement between Bank and Borrower) have the right to take physical  possession
of the Inventory and to maintain  such  possession on Borrower's  premises or to
remove  the  Inventory  or any part  thereof  to such  other  places as Bank may
desire.  If Bank  exercises  Bank's right to take  possession of the  Inventory,
Borrower shall, upon Bank's demand, assemble the Inventory and make it available
to Bank at a place reasonably convenient to Bank.

If Borrower shall fail to pay, when due, any of the Obligations or shall fail to
observe  or  perform  any of the  provisions  of  this  Agreement  or any  other
agreement  now or hereafter  entered into  between Bank and  Borrower,  Borrower
shall be in default  hereunder.  In the event of such default all Obligations of
Borrower to Bank shall,  at the option of Bank,  and without notice to or demand
upon Borrower  become and be immediately  due and payable and thereupon Bank may
exercise any and all rights and remedies of a secured party  available under the
Uniform Commercial Code and all other applicable law.

Borrower  represents,  warrants and covenants  that all inventory is and will be
owned by Borrower,  free of all other liens and encumbrances,  and shall be kept
by  Borrower  at 207  South  Street,  Boston,  MA 02111  or at one of the  other
locations  shown on the Disclosure  Schedules  attached to the aforesaid  Letter
Agreement and that Borrower  shall not (without  Bank's prior written  approval)
remove the Inventory  therefrom  except for the purposes of sale in the ordinary
course of business.

Except for sales made in the  ordinary  course of business,  Borrower  shall not
sell,  encumber,  grant a security interest in or dispose of or permit the sale,
encumbrance or disposal of any Collateral  without Bank's prior written consent.
A sale in the ordinary  course of business shall not include a transfer in total
or partial satisfaction of a debt.

Borrower  shall  perform any and all steps  requested by Bank to perfect  Bank's
security interest in the Collateral,  such as leasing  warehouses to Bank or its
designee,  placing and maintaining signs,  appointing custodians,  executing and
filing financing or continuation  statements in form and substance  satisfactory
to Bank. If any  Inventory is in the  possession or control of any of Borrower's
agents or processors,  Borrower shall notify such agents or processors of Bank's
interest therein,  and upon request instruct them to hold all such Inventory for
Bank's  account and subject to Bank's  instructions.  A physical  listing of all
Inventory, where located, shall be taken by Borrower whenever requested by Bank,
and a copy of each such  physical  listing  shall be supplied to Bank.  Bank may
examine and inspect the Inventory at any time.

Borrower agrees to keep all the Inventory  insured with coverage and amounts not
less than that  usually  carried by one  engaged in a like  business  and in any
event not less  than that  required  by Bank with loss  payable  to the Bank and
Borrower,  as their interests may appear, hereby appointing Bank as attorney for
Borrower in obtaining,  adjusting,  settling and  cancelling  such insurance and
endorsing any drafts.  All premiums on such insurance  shall be paid by Borrower
and the policies delivered to Bank. If Borrower fails to do so, Bank may procure
such  insurance  and  charge the cost to  Borrower's  loan  account.  As further
assurance for the payment and  performance of the  Obligations,  Borrower hereby
assigns to Bank all sums  including  returned  or unearned  premiums,  which may
become  payable  under any policy of  insurance on the  Collateral  and Borrower
hereby directs each insurance company issuing any such policy to make payment of
such sums directly to Bank.

If in the  event  of the  sale  of  the  Collateral  the  proceeds  thereof  are
insufficient to pay all amounts to which Bank is legally entitled, Borrower will
be liable for the deficiency,  together with interest thereon and the reasonable
fees of any attorney employed by Bank to collect such deficiency.

Bank shall  have the right to  enforce  any  remedies  hereunder  alternatively,
successively or concurrently. A waiver of any default of Borrower shall not be a
waiver of any subsequent,  similar or other default. No delay in the exercise of
any of Bank's  rights or remedies  hereunder  shall  constitute a waiver of such
right or remedy or of any other right or remedy.

This Agreement  shall not be construed to be in limitation of or in substitution
for any other grant of security  interest from Borrower to Bank made prior to or
contemporaneously  herewith, and no other such grant of a security interest made
subsequent  to  or  contemporaneously  herewith  shall  be  construed  to  be in
limitation  of or in  substitution  for  this  Agreement  unless  expressly  and
specifically provided therein.

This Agreement  shall take effect as a sealed  instrument,  shall be governed by
and construed according to the laws of the Commonwealth of Massachusetts,  shall
be binding upon the heirs, executors, administrators,  successors and assigns of
Borrower and shall inure to the benefit of the successors and assigns of Bank.

Witnessed by:                                 ZOOM TELEPHONICS, INC.

                                              /s/ Robert A. Crist
                                              V.P. Finance & CFO, Borrower


                                              By: /s/ Frank Manning
FLEET NATIONAL BANK                               Its President & CEO, Title

                                              Address:  207 South Street
                                                              Number and Street
By:  /s/ Kimberly Martone
    Its  Vice  President,   High  Technology                   Boston, MA  02111
                                              ----------------------------------
    Division                                              City, County and State

**or at one of the other locations shown on the Disclosure Schedules attached to
the aforesaid Letter Agreement.