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                                                 NOVEMBER 17, 1999


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 (except as
provided in the next  sentence)  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)  October 1, 1999.  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 One Federal  Street,  Boston,  Massachusetts  02110, 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,  replaces and  restates in its  entirety,  but does not repay,
that  certain  promissory  note dated  November  13, 1997 in the face  principal
amount of $5,000,000  made by the Borrower and payable to the order of the Bank.
This note is secured  inter alia 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  LOANS  AS  CONTEMPLATED  IN THE  LETTER
AGREEMENT.



<PAGE>


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


CORPORATE SEAL                                       ZOOM TELEPHONICS, INC.


ATTEST:
/s/_Peter Kramer
___________________
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