ASSET PURCHASE AGREEMENT

         THIS  ASSET  PURCHASE  AGREEMENT  is made as of March 8,  1999,  by and
between HAYES  MICROCOMPUTER  PRODUCTS,  INC., a Delaware  corporation  with its
principal   executive   offices  located  at  1300  Quince  Orchard   Boulevard,
Gaithersburg,  Maryland  20878,  and  its  affiliated  debtors  and  debtors  in
possession  (collectively,  "Seller")  and Zoom  Telephonics,  Inc.,  a Delaware
corporation  with its principal  executive  offices located at 207 South Street,
Boston, Massachusetts 02111 ("Buyer").

                                 R E C I T A L S

         A. Seller has been engaged in the business of the design,  manufacture,
and support of computer communication products for business,  government,  small
office and individual consumers worldwide (the "Business").

         B. On October 9, 1998, Seller filed for reorganization under Chapter 11
of the United States Bankruptcy Code, Case No. 98-2276 through 98-2281(MFW) (the
"Bankruptcy  Case") in the United  States  Bankruptcy  Court for the District of
Delaware (the "Bankruptcy Court").

         C. Buyer  desires to  purchase  from  Seller as debtors  and debtors in
possession in the Bankruptcy Case, and Seller desires to sell to Buyer,  certain
assets of Seller  for the  consideration  and in  accordance  with the terms and
conditions set forth herein.

                                A G R E E M E N T

         NOW THEREFORE,  in  consideration  of the premises and their respective
undertakings, Seller and Buyer agree as follows:

         1.       Purchase and Sale.

                  a. The Assets.  Buyer shall  purchase from Seller,  and Seller
shall sell to Buyer,  subject to the terms and  conditions of this Agreement and
the Order of the Bankruptcy  Court dated February 22, 1999 approving the sale of
the assets from Seller to Buyer pursuant to Section 363 of the  Bankruptcy  Code
and  authorizing  and  directing  the Seller to close the  transaction  on terms
substantially  similar to this  agreement  (the "Sale Order") of all of Seller's
right,  title and  interest  in and to the assets set forth on Schedule 1 hereto
(the "Assets").

                  b. Cure of Executory  Contracts.  To the extent that the Buyer
requests  the  Seller  to  assume  and  assign  to it  any  executory  contracts
associated  with the Assets  purchased by the Buyer  pursuant to this  Agreement
("Assigned Contracts"),  Buyer shall cure (to the extent necessary) the Assigned
Contracts in the cure amount set forth in the Debtor's  notice of default amount
exclusively  at Buyer's  cost and  expense  (which  shall be in  addition to the
Purchase Price);  provided,  however, and subject to the foregoing,  that Seller
agrees to use  reasonable  efforts to achieve the  assumption  and assignment of
such  Assigned  Contracts to the Buyer.  The Assigned  Contracts are included in
Schedule 1.

                  c.  Assumption of  Performance  Obligations.  Buyer and Seller
   agree that Buyer is not assuming any  liabilities or  obligations  whatsoever
   except as expressly provided in paragraph b of this Section 1 and Section 18.
   Buyer and Seller  further  agree that  Seller  shall have no  obligations  or
   liabilities  with  respect  to the  Assets  from and  after  the date of this
   Agreement; any obligations or liabilities with respect to the Assets incurred
   after the date of this Agreement shall be the responsibility of Buyer.

                  d.  Receipt of  Accounts  Receivable.  Seller  shall  promptly
   transfer  to Buyer any  accounts  receivable  relating to the Assets that are
   paid to  Seller  from  and  after  the  date of this  Agreement  or that  are
   otherwise the property of Buyer under the terms of this Agreement.

                  e. No Liens.  Subject to paragraphs b and c of this Section 1,
the Assets  shall be  transferred  to Buyer free and clear of all liens,  claims
interests, liabilities, mortgages, debts, obligations, and encumbrances or other
claims or interests of whatever nature,  including without limitation,  the lien
of NationsCredit.

                  f. Excluded  Assets.  Except as specifically set forth herein,
Buyer is not and shall not be  obligated  to purchase any assets of Seller other
than the Assets.  Buyer and Seller hereby  acknowledge and agree that the Assets
do not include any assets of Seller other than those assets listed on Schedule 1
and specifically do not include:  any tax refunds due or which may become due to
Seller,  contracts or leases of Seller other than the Assigned Contracts,  other
obligations of Seller not  specifically  assumed by Buyer,  claims and causes of
action, and dividends.

         2.       Purchase Price.

                  a.  Amount.  The  purchase  price  for  the  Assets  shall  be
$2,750,000, payable in cash at Closing (the "Purchase Price"), provided that the
Buyer's previous  deposits in the amount of $275,000 and $12,500  deposited with
Seller's counsel shall be credited against the Purchase Price.

                  b. Payment.  Buyer shall pay the Purchase Price at Closing by 
wire transfer or other immediately available funds.

                  c. Taxes; Utilities.  The Sale Order approving the transaction
herein provides that 11 U.S.C. [C167] 1146(c) applies to the sale of the Assets.
Any sales,  use,  transfer  or other  taxes not  addressed  by 11 U.S.C.  [C167]
1146(c) that are due as a result of this  transaction or imposed on the transfer
of the Assets by Seller  shall be paid by Buyer.  All real  property  ad valorem
taxes or  assessments  and the costs of all utilities  paid or payable by Seller
with  respect  to the real  properties  being  sold or whose  leases  are  being
transferred shall be paid by Buyer.

                  d. Risk of  Non-Assignability.  The Sale Order (i)  includes a
finding that adequate and  sufficient  notice of the Motion and Sale Hearing (as
defined in the Sale  Order) was given to all  parties  with an  interest  in the
assets  being sold and that no further  notice of the Motion or the Sale Hearing
was necessary, (ii) authorizes the Seller to assume and assign and sell to Buyer
the Assigned  Contracts  identified herein and (iii) overrules any objections to
the assumption  and assignment and sale of the Assigned  Contracts that were not
either resolved or withdrawn at the Sale Hearing. As of the date hereof, neither
the Buyer nor the Seller are aware of any party to an Assigned  Contract that is
contesting the assumption and assignment of any Assigned Contract,  nor are they
aware of any basis upon which such party could succeed with such a challenge.


     3.  Seller's  Representations.   Seller  hereby  represents,  warrants  and
         covenants to Buyer the following:

                  a.  Organization.  Seller  is a  corporation  duly  organized,
validly  existing and in good  standing  under the laws of the State of Delaware
and is qualified to do business and is in good standing in the States of Georgia
and  Maryland.  Seller has full  corporate  power and  authority  to execute and
deliver this Agreement and all documents and instruments  specified in it and to
perform its  obligations  under this  Agreement and under such  instruments  and
documents.

                  b. Authorization.  The execution,  delivery and performance of
this Agreement and all other documents and instruments  specified  herein,  have
been, or prior to the Closing shall be, duly authorized by the Sale Order.

                  c.  Binding  Obligation.  As provided by the Sale Order,  this
Agreement and the other  instruments and documents  specified herein  constitute
legal, valid and binding  obligations of Seller,  enforceable in accordance with
their respective terms.

                  d. Title.  At the Closing,  Buyer will acquire all of Seller's
right, title and interest in and to all the Assets,  subject to Section 1(b) and
Section 1(c) hereof.  With respect to the  trademarks  identified on Schedule 1,
Seller also  transfers  to Buyer all of Seller's  right,  title and  interest to
elect whether, when, where and how such trademarks will be enforced,  including,
without limitation, the initiation,  prosecution and settlement of any action to
enforce  such  rights and to the  proceeds  of any action to enforce  and/or for
infringement of the trademarks.

                  e. Interim  Maintenance of Assets.  Since the date of the Sale
Order, Seller has used reasonable efforts to maintain and preserve the Assets in
the manner  and to the extent  contemplated  in the  Bankruptcy  Case and by the
Bankruptcy Court.

                  f.  Interim  Operations.  Since  the date of the  Sale  Order,
Seller has not,  without an order of the Bankruptcy Court after notice to Buyer,
except in connection with debtor-in-possession financing:

                  (i)     Made any substantial change in any Assets;

                  (ii)    Sold, leased, transferred or otherwise disposed of 
      any Assets, except in the ordinary course of business;

                  (iii)   Mortgaged, pledged or encumbered any Assets;

                  (iv)    Waived or agreed to waive any rights of material value
      to any Assets or allowed to lapse or failed to keep in force any  material
      license, permit,  authorization or other material right relating to any
      Assets; or

                  (v)  Except  in the  ordinary  course  of  business,  made  or
      permitted any amendment or termination of any material contract, agreement
      or license included in the Assets.

         4.       Buyer's Representations. Buyer hereby represents, warrants and
                  covenants to Seller thefollowing:

                  a.  Organization.  Buyer is a corporation duly organized under
the laws of the state of Delaware.  Buyer has full corporate power and authority
to  execute  and  deliver  this  Agreement  and all  documents  and  instruments
specified in it and to perform its  obligations  under this  Agreement and under
such instruments and documents.

                  b. Authorization.  The execution,  delivery and performance of
this Agreement,  and all other documents and instruments  specified  herein have
been duly authorized by all necessary corporate action.

                  c. Binding Obligation. Subject to the entry of the Sale Order,
this Agreement and the other instruments and documents  specified  herein,  when
executed  and  delivered  by Buyer,  will  constitute  legal,  valid and binding
obligations to Buyer,  enforceable in accordance  with their  respective  terms,
except to the extent that the enforcement  thereof may be limited by bankruptcy,
reorganization,  insolvency or similar laws of general  applicability  governing
the  enforcement  of the rights of creditors or by general  principles of equity
(regardless of whether considered in a proceeding at law or in equity).

         5.  Transition  Cooperation.  Seller  shall use  reasonable  efforts to
cooperate  with Buyer in all  respects  to ensure an  efficient  and  convenient
transition of the Assets from Seller to Buyer.

         6. Limitation on Liability.  BUYER  ACKNOWLEDGES  AND AGREES THAT BUYER
AND ITS  REPRESENTATIVES  HAVE THE  EXPERIENCE  AND  KNOWLEDGE  TO EVALUATE  THE
ASSETS;  THAT  BUYER  AND ITS  REPRESENTATIVES  HAVE HAD  ACCESS  TO SUCH OF THE
INFORMATION  AND  DOCUMENTS  AND  TO  SUCH  OF  THE  ASSETS  AS  BUYER  AND  ITS
REPRESENTATIVES  HAVE  REQUESTED  TO SEE  AND/OR  REVIEW;  THAT  BUYER  AND  ITS
REPRESENTATIVES HAVE HAD A FULL OPPORTUNITY TO MEET WITH APPROPRIATE  MANAGEMENT
AND  EMPLOYEES  OF SELLER TO DISCUSS THE ASSETS;  AND THAT,  IN  DETERMINING  TO
ACQUIRE THE ASSETS, BUYER HAS MADE ITS OWN INVESTIGATION INTO, AND BASED THEREON
BUYER  HAS  MADE ITS OWN  INDEPENDENT  JUDGMENT  CONCERNING  THE  ASSETS.  IT IS
THEREFORE  EXPRESSLY  UNDERSTOOD AND AGREED THAT THE BUYER ACCEPTS THE CONDITION
OF THE  ASSETS  "AS IS,  WHERE  IS"  WITHOUT  ANY  REPRESENTATION,  WARRANTY  OR
GUARANTEES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY,  FITNESS FOR A PARTICULAR
PURPOSE OR TITLE OR OTHERWISE AS TO THE CONDITION,  SIZE, EXTENT, QUANTITY, TYPE
OR VALUE OF SUCH PROPERTY, EXCEPT ONLY AS MAY BE OTHERWISE EXPRESSLY PROVIDED IN
THIS  AGREEMENT  AND  SELLER  HEREBY  EXPRESSLY   DISCLAIMS  ANY  AND  ALL  SUCH
REPRESENTATIONS, WARRANTY OR GUARANTEES.

         7.  Expenses.  Buyer and  Seller  shall  each pay  their  own  expenses
incurred in connection  with this  Agreement and the  transactions  contemplated
herein,  whether or not the  transactions  contemplated  herein are consummated.
Except  as set forth in  Section 9 of this  Agreement,  Seller  and Buyer  shall
indemnify   each  other  against  any  claim  or  third  parties  for  brokerage
commissions,  finder's  fees or the like in  connection  with  the  transactions
contemplated  herein  insofar  as  such  claims  are  alleged  to  be  based  on
arrangements or agreements made by the other party.

         8. Buyer as Good Faith Buyer. The Seller agrees that (i) the Buyer is a
"good faith Buyer" within the meaning of Section 363(m) of the  Bankruptcy  Code
and is thereby  entitled to the  protection  afforded  good faith,  arm's-length
Buyers, (ii) the purchase price is fair and reasonable, (iii) this Agreement was
negotiated  at  arm's-length  and (iv) the Buyer does not have any  agreement or
understanding  with a present or former officer or director of the Seller unless
specifically  disclosed to the Seller in writing. The Sale Order shall contain a
finding  that the Buyer is a "good  faith  Buyer"  within the meaning of Section
363(m) of the Bankruptcy Code.

         9. No Broker's  Fees.  Other than fees  payable to Volpe Brown Whelan &
Company,  LLL,  the Seller has not agreed to pay any broker's or finder's fee or
commission  with  respect  to the  purchase  of the  Assets or the  transactions
contemplated  hereby. Buyer shall have no responsibility for payment of the fees
of Volpe  Brown  Whelan & Company  with  respect  to sale of the  Assets and the
transactions contemplated hereby.

         10.  Governing Law;  Venue and  Jurisdiction.  This Agreement  shall be
governed by the laws of the State of Delaware,  without  regard to its choice of
law  provisions.  In the event either party shall  institute a legal action as a
result of the default in the other party's performance under this Agreement,  or
for any breach of this Agreement,  any such action shall be brought  exclusively
in the Bankruptcy Court.

         11.  Binding.  This Agreement  shall be binding upon and shall inure to
the  benefit  of  the  parties  hereto  and  their  respective  representatives,
successors and assigns,  including any trustee appointed pursuant to Title 11 of
the United States Code.

         12. Entire Agreement. This Agreement and accompanying schedules contain
the full and complete  understanding  of the parties  hereto with respect to the
acquisition  of the Assets and all other  transactions  contemplated  herein and
supersede  all prior  agreements  or  understandings  among the  parties  hereto
relating to the subject matter hereof.

         13. Amendment. This Agreement may be amended, modified or supplemented 
only by written instruments signed by both Buyer and Seller.

         14. Notices.  All notices,  requests,  demands and other communications
under this  Agreement to the parties shall be in writing and shall be personally
delivered or sent by commercial  courier,  facsimile (with the original by mail)
or certified or registered mail, postage prepaid, to the following addresses:

            Seller:                   Hayes Microcomputer Products, Inc.
                                      1300 Quince Orchard Boulevard
                                      Gaithersburg, Maryland 20878

            with copies to:           Pryor Cashman Sherman & Flynn LLP
                                      410 Park Avenue
                                      New York, New York 10022
                                      Attn:    Peter D. Wolfson

            Buyer:                    Zoom Telephonics Inc.
                                      207 South Street
                                      Boston, Massachusetts  02111

            with copies to:           Montgomery, McCracken, Walker & Rhoads LLP
                                      123 S. Broad Street, 24th Floor
                                      Philadelphia, PA 19109
                                      Attn: Natalie D. Ramsey, Esq.
                                               -  and  -
                                      Field Fisher Waterhouse
                                      35 Vine Street
                                      London EC3N 2AA
                                      Attn:  Andrew Blankfield

         Any party may change its  address for  purposes  of this  Section 13 by
giving all the other  parties  notice of the new address in the manner set forth
herein.  Any notice  given as set forth herein shall be deemed to be received on
the earlier of actual receipt or four (4) business days after being sent.

         15. Time of Essence.  Time is of the essence with respect to this 
Agreement and the transactions contemplated hereby.

         16. Severability. In the event any one or more of the provisions herein
shall be  invalid,  illegal  or  unenforceable  in any  respect,  the  validity,
legality and  enforceability  of the remaining  provisions of this Agreement and
any application thereof shall not in any way be affected or impaired thereby.

         17.  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts by original or facsimile  signature,  each of which shall be deemed
to be an original and all of which  together  shall  constitute one and the same
agreement.

         18.      Value Added Tax.

                  a. The parties intend, and shall use all reasonable  endeavors
to procure  that the sale of the Assets is deemed to be a transfer of a business
as a going  concern for the purposes of Section 49 of and  paragraph  8(1)(a) of
Schedule 4 to the Value Added Tax Act 1994 and  Article  5(1) of the Value Added
Tax  (Special  Provisions)  Order  1995 and they  shall  render  all  reasonable
assistance  to each other to satisfy HM Customs and Excise that the sale of such
items is neither a supply of goods or a supply of  services  for Value Added Tax
("VAT") purposes.

                  b. At Closing  the Seller  will  procure  the  delivery to the
Buyer of all the records  relating to the Assets that are required under Section
49 (1)(b) of the Value Added Tax Act 1994 to be  preserved by the Buyer in place
of the Seller  and will not at any time make a request to HM Customs  and Excise
for those  records to be taken out of the custody of the Buyer.  For a period of
not less than 6 years from Closing (or such longer  period as may be required by
law) the Buyer will  preserve  the records  delivered  to it by the Seller under
this clause.

                  c.  Notwithstanding  the  provisions of paragraphs (a) and (b)
above,  in the event that VAT is chargeable on the sale of any of the Assets the
Buyer shall (against  production of a tax invoice in respect thereof) pay to the
Seller  in  cleared  funds  the  amount of any VAT due one day prior to such VAT
being due to HM Customs and Excise  provided that at least  fourteen days notice
has been given to the Buyer in writing of such date. All amounts  referred to in
this  Agreement  are  exclusive of VAT which shall be payable in addition  where
chargeable.

                  d. The  Buyer  hereby  agrees  to pay,  and  save  the  Seller
harmless against liability for the payment of any costs and expenses incurred by
the Seller, including, without limitation, the reasonable fees and disbursements
of legal counsel  engaged by the Seller,  in connection  with costs and expenses
incurred by Seller in connection  with this Section 17 including but not limited
to the costs and expenses, including reasonable attorney's fees, incurred by the
Seller in enforcing its rights, if necessary, under this Section 17.

                  e. The Seller will, as far as reasonably practicable, keep the
Buyer informed of any  communications  it may have with HM Customs and Excise in
connection  with this Agreement which may affect the Buyer's tax liabilities and
will forthwith  supply to the Buyer copies of all  correspondence  in connection
therewith  and will prior to any  communication  being  sent to HM  Customs  and
Excise agree to the form thereof with the Buyer.

         19. Employees. All obligations,  including, without limitation,  wages,
salaries,  benefits and applicable taxes, relating to former employees of Seller
who become employees of Buyer pursuant to the transactions  contemplated by this
Agreement  shall be the sole  responsibility  of Buyer, to the extent that those
obligations transfer to the Buyer under the Transfer of Undertakings (Protection
of Employment) Regulations 1981 (as amended), but not otherwise.

                          Schedules

Schedules  to this  Exhibit  have been  omitted  pursuant to Item  601(b)(2)  of
Regulation  S-K. The Company agrees to provide the Commission with a copy of any
omitted schedule to this Exhibit upon the Commission's request.


                      *   *   *   *   *



<PAGE>






         IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their respective duly authorized officers as of the date first above written.

                                        SELLER:

                    HAYES MICROCOMPUTER PRODUCTS, INC.


                                     By:      /s/Stephen P. Mank
                                        --------------------------
                                        Stephen P. Mank, Chief Executive Officer



                                         BUYER:

                                         ZOOM TELEPHONICS, INC.


                                      By:    /s/ Frank Manning
                                         --------------------------
                                         Frank B. Manning, President