EXHIBIT 10.2

                                   AGREEMENT

     This  Agreement  (this  "Agreement")  is hereby entered into by and between
Zoom Telephonics,  Inc., a Delaware corporation ("Assignor"), and Frank Manning,
Peter  Kramer,  the Bruce M.  Kramer  Living  Trust,  and Jewel  Family  Limited
Partnership (collectively, the "Members").

                                    Recitals

     SKW  Real  Estate  Limited   Partnership,   a  Delaware  limited  liability
partnership  ("Seller")  and Assignor  entered  into that  certain  Agreement of
Purchase and Sale having an  effective  date of January 11, 2001 with respect to
the land with  improvements  thereon known and numbered as Building 114, Section
A,  27-29  Drydock  Avenue,  South  Boston,   Massachusetts  (as  amended  by  a
Reinstatement  Agreement  and First  Amendment to Agreement of Purchase and Sale
dated as of  February  28,  2001  between  Seller  and  Assignor  and as further
amended, the "Purchase Agreement");

     Pursuant to the  Purchase  Agreement,  Assignor  deposited  with the Escrow
Agent the amount of $488,500.00 (the "Assignor's Deposit"), representing the sum
of the  Initial  Earnest  Money  ($250,000.00),  the  Additional  Earnest  Money
($250,000.00)  and the Interest Deposit  ($13,500.00),  less the  Non-Refundable
Amount ($25,000.00). The Escrow Agent currently holds the Assignor's Deposit. In
addition,  the Assignor  delivered  $25,000.00,  representing the Non-Refundable
Amount directly to Seller.

     Assignor  and the Members are  entering  into a Limited  Liability  Company
Operating Agreement (the "LLC Agreement") to form Zoom Group, LLC (the "Buyer");

     Seller and Buyer are in the process of reinstating the Purchase  Agreement,
and  Assignor is in the process of selling to Buyer its interest in the Purchase
Agreement,  pursuant  to the terms  and  provisions  of a certain  Reinstatement
Agreement,  Assignment Agreement,  and Second Amendment to Agreement of Purchase
and Sale (the "Second Amendment"); and

     Pursuant  to the  Second  Amendment,  the  Buyer  has  agreed  to  have  an
additional  $25,000.00 (the "Additional  Non-Refundable  Amount") paid by Escrow
Agent to Seller out of the  Assignor's  Deposit in accordance  with the terms of
the  Second  Amendment,  thereby  reducing  the amount  held by Escrow  Agent to
$463,500.00.

                                    Agreement

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby mutually acknowledged,  Assignor and the Members
hereby agree as follows:

     1.  Payment.  The  Members  hereby  jointly and  severally  agree to pay to
Assignor,  within one (1) business day after the  execution  and delivery of the
Second Amendment (such date being the "Proportionate  Share Delivery Date"), the
amount of  $390,800.00,  representing  the Members'  proportionate  share of the
Assignor's Deposit (the "Members'  Proportionate  Deposit Share").  The Members'
Proportionate Share includes the amount of $20,000.00  representing the Members'
proportionate  share of the  Additional  Non-Refundable  Amount  (the  "Members'
Additional Non-Refundable Amount Share").

     The Members  shall deposit the Members'  Proportionate  Deposit with Mintz,
Levin, Cohn,  Ferris,  Glovsky and Popeo, P.C. on or before the date of complete
execution and delivery of the Second Amendment (the "Second Amendment  Effective
Date"),  who shall deliver such amounts to Assignor on the  Proportionate  Share
Delivery Date. Assignor hereby agrees not to deposit the Members'  Proportionate
Deposit Share until five (5) days after the  Proportionate  Share Delivery Date.
In the event that the  Assignor's  Board  Approval (as defined in Paragraph 3 of
the  Second  Amendment)  is not  obtained  by  the  Board  Approval  Contingency
Expiration  Date (as defined in Paragraph 9 of the Second  Amendment),  then the
Members  shall have no  obligation  to pay the  Members'  Proportionate  Deposit
Share.

     2. Proportionate  Deposit Share. The Member's  Proportionate  Deposit Share
shall consist of the following contributions (the "Initial Contributions"):

     Party                      Initial Contribution        Proportionate Share

     Frank Manning                   $97,700.00                      20%

     Peter Kramer                    $97,700.00                      20%

     The Bruce M. Kramer             $97,700.00                      20%
     Living Trust

     Jewel Family
     Limited Partnership             $97,700.00                      20%

     Assignor                        $97,700.00*                     20%

          (* The  Assignor's  Initial  Contribution  consists of the  Assignor's
     Deposit less the Members' Proportionate Deposit Share).

     3. Return of Earnest  Money.  In the event that the  Assignor's  Deposit is
returned to Buyer,  for any reason,  then (a) such amount  shall be disbursed to
the  parties  in  proportion  to their  Initial  Contributions,  as set forth in
Paragraph  2  hereof,  and (b)  interest  on the  Assignor's  Deposit  shall  be
disbursed to the parties as follows:  (i) all interest on the Assignor's Deposit
earned  through  the  Proportionate  Share  Delivery  Date shall be  returned to
Assignor,  and (ii) all remaining  interest on the  Assignor's  Deposit shall be
disbursed to the parties in proportion to their  Initial  Contributions,  as set
forth in Paragraph 2 hereof.

     4. Miscellaneous.

          A. The parties  hereto agree to use all  reasonable  efforts to comply
     with the  terms  and  provisions  set forth in that  certain  letter  dated
     January  30,  2002 from the  BRA/EDIC  and signed by Anthony  Marinello  to
     Buyer.

          B.  Capitalized  terms  and  phrases  used in this  Agreement  but not
     defined  herein  shall have the  meanings  ascribed to them in the Purchase
     Agreement.

          C. This  Agreement may be executed in multiple  counterparts,  each of
     which shall  constitute an original,  but all of which shall constitute one
     document.

          D. The parties  hereby agree that from and after the Second  Amendment
     Effective  Date,  so long as Assignor (i) is not then in default  under the
     Purchase  Agreement  (as  amended) or the LLC  Agreement,  and (ii) has not
     exercised its Call option  pursuant to the LLC  Agreement,  Assignor  shall
     have the right,  but not the obligation to lease any available space at the
     Property  on an "as is" basis,  at an initial  fixed rent rate of $6.00 per
     square foot, triple net to landlord (the "Initial Rent Rate").  The Initial
     Rent Rate shall continue through the earlier to occur of (x) the expiration
     or  earlier  termination  of  any  such  lease,  or  (y)  the  fifth  (5th)
     anniversary  of the  Closing of the  Purchase  Agreement  transaction  (the
     "Initial Rent Rate Expiration Date"). Following the Initial Rent Expiration
     Date, the fixed rent shall be at a rate mutually agreed by the parties, and
     determined prior to the execution of any such lease.


                                  [SIGNATURE PAGE TO FOLLOW]

<PAGE>


     IN WITNESS  WHEREOF,  Buyer and Assignor have executed this  Agreement as a
sealed instrument as of this 29th day of March, 2002.



                                            ASSIGNOR:

                                            Zoom Telephonics, Inc.,
                                            a Delaware corporation

                                            By:  /s/ Peter Kramer
                                               ---------------------------------
                                            Name:  Peter Kramer
                                            Title:  Executive Vice President


                                            MEMBERS:

                                            FRANK MANNING

                                                 /s/ Frank Manning
                                            ------------------------------------
                                            Frank Manning

                                            PETER KRAMER

                                                 /s/ Peter Kramer
                                            ------------------------------------
                                            Peter Kramer

                                            THE BRUCE M. KRAMER LIVING TRUST

                                            By:  /s/ Bruce M. Kramer
                                            ------------------------------------
                                            Bruce Kramer, as Trustee and
                                            individually

                                            JEWEL FAMILY LIMITED PARTNERSHIP

                                            By:  /s/ Jeff Wallace
                                            ------------------------------------
                                            Jeff Wallace, as General Partner
                                            and individually