Exhibit  10.7.  Amended and Restated  Promissory  Note issued by the Company in
                favor of Fleet National Bank

                      AMENDED AND RESTATED PROMISSORY NOTE



$5,000,000.00                                              Boston, Massachusetts
                                                               November 13, 1997

        FOR VALUE RECEIVED,  the undersigned Zoom Telephonics,  Inc., a Delaware
corporation  (the  "Borrower")  hereby  promises  to pay to the  order  of FLEET
NATIONAL  BANK (the  "Bank")  the  principal  amount of Five  Million and 00/100
($5,000,000.00) Dollars or such portion thereof as may have been advanced by the
Bank or may hereafter be advanced by the Bank pursuant to ss.1.1 of that certain
letter  agreement  dated  January 17, 1997 between the Borrower and the Bank, as
amended (as so amended,  the "Letter  Agreement") and remains  outstanding  from
time to time hereunder ("Principal"), with interest, at the rate hereinafter set
forth, on the daily balance of all unpaid Principal,  from the date hereof until
payment in full of all Principal and interest hereunder.

        Interest on all unpaid  Principal  shall be due and  payable  monthly in
arrears, on the first day of each month, commencing on the first such date after
the  advance  of any  Principal  and  continuing  on the first day of each month
thereafter  and on the date of  payment of this note in full,  at a  fluctuating
rate per annum  (computed  on the basis of a year of three  hundred  sixty (360)
days for the actual number of days elapsed) which shall at all times be equal to
the Prime Rate, as in effect from time to time (but in no event in excess of the
maximum rate permitted by then  applicable  law), with a change in the aforesaid
rate of interest to become  effective on the same day on which any change in the
Prime Rate or in the Rate Increment is effective.  Overdue Principal and, to the
extent  permitted by law,  overdue interest shall bear interest at a fluctuating
rate per  annum  which at all  times  shall be equal to the sum of (i) four (4%)
percent per annum plus (ii) the per annum rate otherwise payable under this note
(but in no event in excess of the  maximum  rate  permitted  by then  applicable
law),  compounded  monthly and payable on demand.  As used herein,  "Prime Rate"
means the variable  rate of interest per annum  designated by the Bank from time
to time as its  prime  rate,  it being  understood  that  such  rate is merely a
reference rate and does not necessarily  represent the lowest or best rate being
charged to any customer.  If the entire amount of any required  Principal and/or
interest  is not paid within ten (10) days after the same is due,  the  Borrower
shall  pay to the Bank a late fee  equal to five  percent  (5%) of the  required
payment,  provided  that such late fee shall be reduced to three percent (3%) of
any required Principal and interest that is not paid within fifteen (15) days of
the date it is due if this note is secured by a  mortgage  on an  owner-occupied
residence of 1-4 units.

        All outstanding  Principal and all interest accrued thereon shall be due
and payable in full on the first to occur of: (i) an  acceleration  under ss.5.2
of the Letter Agreement or (ii) September 30, 1998. The Borrower may at any time
and from time to time  prepay  all or any  portion  of said  Principal,  without
premium  or  penalty.  Under  certain  circumstances  set  forth  in the  Letter
Agreement, prepayments of Principal may be required.

        Payments of both  Principal and interest  shall be made, in lawful money
of the United States in immediately  available  funds, at the office of the Bank
located  at 75 State  Street,  Boston,  Massachusetts  02109,  or at such  other
address as the Bank may from time to time designate.

        The  undersigned  Borrower  irrevocably  authorizes  the Bank to make or
cause to be made,  on a  schedule  attached  to this note or on the books of the
Bank, at or following  the time of making any Revolving  Loan (as defined in the
Letter  Agreement)  and of receiving  any payment of Principal,  an  appropriate
notation  reflecting such  transaction and the then aggregate  unpaid balance of
Principal.  Failure of the Bank to make any such  notation  shall not,  however,
affect any obligation of the Borrower  hereunder or under the Letter  Agreement.
The unpaid  Principal  amount of this note, as recorded by the Bank from time to
time on such schedule or on such books, shall, in the absence of manifest error,
constitute  presumptive evidence of the aggregate unpaid principal amount of the
Revolving Loans.

        The  Borrower  hereby (a) waives  notice of and  consents to any and all
advances,  settlements,  compromises, favors and indulgences (including, without
limitation,  any extension or postponement of the time for payment), any and all
receipts,  substitutions,  additions,  exchanges and releases of collateral, and
any and all  additions,  substitutions  and releases of any person  primarily or
secondarily  liable, (b) waives  presentment,  demand,  notice,  protest and all
other demands and notices generally in connection with the delivery, acceptance,
performance, default or enforcement of or under this note, and (c) agrees to pay
all reasonable costs and expenses,  including,  without  limitation,  reasonable
attorneys'  fees,  incurred or paid by the Bank in  enforcing  this note and any
collateral or security therefor, all whether or not litigation is commenced.

        This note is the  Revolving  Note  referred to in the Letter  Agreement.
This note amends and restates in its entirety that certain promissory note dated
January 17, 1997 in the face principal amount of $10,000,00 made by the Borrower
and  payable to the order of the Bank.  This note is secured by, and is entitled
to the benefits of, the Security Agreement (as defined in the Letter Agreement).
This note is subject to  prepayment  as set forth in the Letter  Agreement.  The
maturity  of this note may be  accelerated  upon the  occurrence  of an Event of
Default, as provided in the Letter Agreement.

        THE BORROWER HEREBY KNOWINGLY,  VOLUNTARILY AND INTENTIONALLY WAIVES THE
RIGHT TO A TRIAL BY JURY IN RESPECT  OF ANY CLAIM  BASED ON THIS NOTE OR ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY RELATED DOCUMENTS OR OUT OF
ANY COURSE OF CONDUCT,  COURSE OF DEALING,  STATEMENTS (WHETHER ORAL OR WRITTEN)
OR ACTIONS OF ANY PERSON.  THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR THE
BANK TO ACCEPT THIS NOTE AND TO MAKE THE REVOLVING  LOANS AS CONTEMPLATED IN THE
LETTER AGREEMENT.


        Executed,  as an  instrument  under  seal,  as of the day and year first
above written.


CORPORATE SEAL                              ZOOM TELEPHONICS, INC.


ATTEST:

By:         /s/ Peter Kramer
Title: Secretary
                                                   By:  /s/ Robert A. Crist
                                                      Name: Robert A. Crist
                                                      Title: V.P. Finance & CFO




By:         /s/ Frank Manning
Name: Frank Manning
Title: President & CEO