EXHIBIT 10.3

              Reinstatement Agreement, Assignment Agreement and
              Second Amendment to Agreement of Purchase and Sale


     This  Reinstatement  Agreement,  Assignment  Agreement and Second Amendment
Agreement of Purchase and Sale (this "Second  Amendment") is hereby entered into
by and between SKW Real Estate Limited Partnership, a Delaware limited liability
partnership   ("Seller"),   Zoom  Telephonics,   Inc.,  a  Delaware  corporation
("Assignor"),  and Zoom Group LLC, a  Massachusetts  limited  liability  company
("Buyer").
                                    Recitals

     Seller and Assignor  entered  into that  certain  Agreement of Purchase and
Sale  having an  effective  date of January  11,  2001  ("Effective  Date") 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 by various correspondence extending the Closing Date (the "Agreement");

     Assignor sent notice to Seller,  by letter dated March 28, 2001 from Edward
S. Hershfield, Esq. of Brown, Rudnick, Freed & Gesmer, purporting to
terminate the Agreement (the "Termination Notice"), the validity of which
Termination Notice has been objected to and disputed by Seller;

     Seller and Buyer have agreed to  reinstate  the  Agreement  pursuant to the
terms and provisions of this Second Amendment; and

     Assignor is this day selling  and Buyer is this day  purchasing  Assignor's
interest in the Agreement.

                                    Agreement

     NOW,  THEREFORE,  in consideration of the Property and the mutual covenants
and agreements  contained  herein and in the  Agreement,  and for other good and
valuable  consideration  (including  reimbursement  by Buyer to  Assignor  of an
amount equal to the Initial  Earnest  Money and the  Additional  Earnest  Money,
pursuant  to a separate  agreement  by  Assignor  and  Buyer),  the  receipt and
sufficiency  of which are hereby  mutually  acknowledged,  Seller,  Assignor and
Buyer hereby agree as follows:

     1.  Reinstatement.  Assignor hereby rescinds the Termination Notice and the
termination  of the  Agreement  pursuant  thereto.  Seller and  Assignor  hereby
acknowledge and agree that,  subject to the provisions of Paragraph 3(c) hereof,
the Agreement,  as hereby amended,  is reinstated and shall remain in full force
and effect as if  Assignor  had not  terminated  the  Agreement  pursuant to the
Termination Notice.

     2.  Assignment.  Notwithstanding  the  provisions  of  Section  12.1 of the
Agreement, Assignor hereby assigns to Buyer without recourse,  representation or
warranty,  express  or  implied,  all of its rights  and  obligations  under the
Agreement  (including the Earnest Money and Interest Deposit),  and Buyer hereby
agrees to assume all of the rights and  obligations  of Assignor  from and after
the  Effective  Date  under the  Agreement.  Seller and Buyer  hereby  agree and
acknowledge,  notwithstanding  the  provisions of Section 12.1 of the Agreement,
that Assignor  shall have no liability for the  performance  of the  purchaser's
obligations under the Agreement, and is expressly relieved of any responsibility
thereunder (except for Assignor's  responsibility  pursuant to the provisions of
Paragraph 3(c) below),  all such  obligations  now being the  responsibility  of
Buyer.

     3. Earnest Money.  Seller hereby  acknowledges  that Assignor has deposited
Earnest Money with the Escrow Agent in the amount of  $488,500.00,  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).  Seller  and Buyer  acknowledge  and agree that the Escrow
Agent shall hold and  disburse the Initial  Earnest  Money,  Additional  Earnest
Money  and   Interest   Deposit,   including   any  accrued   interest   thereon
(collectively,   the  "Escrowed  Funds"),  in  accordance  with  the  terms  and
provisions  of the  Agreement,  as amended by this Second  Amendment,  as if the
Agreement had not been terminated by Buyer pursuant to the  Termination  Notice.
Notwithstanding  the foregoing,  the provisions of this Second  Amendment  shall
only take effect after Seller's  receipt of written notice (the "Board  Approval
Notice")  from a duly  authorized  officer  of  Assignor  on or before the Board
Approval Contingency  Expiration Date (as defined  hereinafter),  which provides
for  approval of this  Second  Amendment  by the  independent  directors  of the
Assignor's Board ("Assignor's Board Approval"). Seller shall promptly procure an
accounting  from Escrow Agent showing the current balance of the escrow account,
and deliver the accounting to Buyer and Seller.  Notwithstanding anything to the
contrary  contained in the  Agreement or herein and following  Assignor's  Board
Approval:

          (a) the  Interest  Deposit  shall be deemed to be part of the  Earnest
     Money,  and  shall  be  applied  or  distributed  by the  Escrow  Agent  in
     accordance with Section 3.4 of the Agreement;

          (b) if Buyer elects to terminate the  Agreement  pursuant to either of
     the  contingencies  provided  for  in  Paragraphs  6 or 9  of  this  Second
     Amendment  prior to the Financing  Contingency  Expiration Date (as defined
     hereinafter)  or EDIC  Approval  Contingency  Expiration  Date (as  defined
     hereinafter), respectively, Escrow Agent shall pay the Escrowed Funds (less
     the Additional  Non-Refundable  Amount,  which should  previously have been
     paid to Seller within five (5) Business Days following  Seller's receipt of
     Assignor's  Board  Approval)  to Buyer  five (5)  Business  Days  following
     receipt by Escrow Agent of written notice from Buyer of Buyer's election to
     terminate the Agreement  (unless the Seller  notifies  Escrow Agent that it
     disputes the right of the Buyer to exercise such  termination  right and to
     receive the Escrowed Funds (less the Additional  Non-Refundable Amount), in
     which event Escrow Agent may  interplead  the Escrowed  Funds in accordance
     with the terms and provisions of the Agreement); and

          (c) if  Buyer  elects  to  terminate  the  Agreement  pursuant  to the
     contingency  provided for in Paragraph 10 of this Second Amendment prior to
     the Board Approval  Contingency  Expiration Date (as defined  hereinafter),
     then (i) this Second  Amendment shall be deemed null and void ab initio and
     of no force and effect,  and (ii) the Seller and Assignor  shall retain the
     same  respective   rights  to  the  Escrowed  Funds  (less  the  Additional
     Non-Refundable Amount, which is the sole and exclusive property of Seller),
     in accordance  with the terms and  provisions of the  Agreement,  as if the
     Agreement had not been reinstated by this Second  Amendment.  The rights of
     Seller  and  Assignor  hereunder  in the  Escrowed  Funds are  specifically
     reserved and shall survive any  termination  of the  Agreement  pursuant to
     Paragraph  10 of this  Second  Amendment  for  Buyer's  failure  to  obtain
     Assignor's Board Approval.

     4. Payments to Seller.  Seller  acknowledges  that Assignor has  previously
delivered  directly  (and  payable)  to  Seller  $25,000.00,   representing  the
Non-Refundable  Amount,  which  Non-Refundable  Amount is the sole and exclusive
property of Seller.  If Buyer has not terminated this Second Amendment  pursuant
to Paragraph 10 hereof by the Board  Approval  Contingency  Expiration  Date (as
defined  hereinafter),  and Buyer has  provided  Seller with the Board  Approval
Notice, then Escrow Agent shall,  within five (5) Business Days thereafter,  pay
to Seller  $25,000.00  of the  Earnest  Money  (the  "Additional  Non-Refundable
Amount"), thereby reducing the amount held by Escrow Agent to $463,500.00,  plus
any accrued  interest.  Except in the case of (a)  Seller's  failure to complete
Closing directly resulting from a breach by Seller of its obligations to deliver
the transfer  documents  provided for in Section 7.2.2,  or (b) a termination of
the Agreement by Seller pursuant to Sections 4.12,  6.2.1 or 6.3, the Additional
Non-Refundable Amount shall be entirely non-refundable and shall be the property
of Seller whether or not the Closing occurs.  Notwithstanding the foregoing,  if
Buyer closes in  accordance  with the terms and  conditions of the Agreement and
this  Second  Amendment,  then the  Additional  Non-Refundable  Amount  shall be
applied to the Purchase Price.

     5.  Acknowledgment  of Expiration of Inspection and Title and Survey Review
Periods.  Buyer acknowledges and agrees that the Inspection Period and the Title
and Survey  Review  Period have expired and that Buyer has no right to terminate
the Agreement except as otherwise  provided by this Second Amendment.  The Buyer
further  acknowledges  that  it has  received  or  had  access  to all  Property
Documents  and  conducted  all  inspections  and tests of the  Property  that it
considers  important  and that it is satisfied in all respects with the Property
as of the date of this  Second  Amendment,  and hereby  waives  all rights  with
regard  to the  Inspection  Period  and the  Title  and  Survey  Review  Period.
Notwithstanding  any other provision of the Agreement or this Second  Amendment,
Seller agrees and  acknowledges (a) that Seller shall cause to be released at or
prior to the  Closing  (as  defined  in the  Agreement)  the  items set forth on
Exhibit  A  attached  hereto  and  incorporated  herein  by  reference,  or that
provision for prompt  recording of such discharge or release in accordance  with
prevailing  conveyance practices is made at the time of Closing, (b) that at the
Closing,   Seller  shall  (i)  execute  and  deliver  a   mechanics'   lien  and
parties-in-possession  affidavit in the standard  form required by Chicago Title
Insurance Company, and (ii) deliver good and marketable title, (c) that attached
hereto as Exhibit C is a complete  schedule  of the  Property  Documents,  which
Schedule  identifies (to the best of Seller's  knowledge) any Property Documents
that have been modified since the Effective  Date, and (d) that attached  hereto
as Exhibits D1-6 are updated copies (if  applicable) of the following  documents
(i) Rent Roll for the Property  (Exhibit  D1),  (ii)  Operating  Statements  for
Seller  (Exhibit D2),  (iii) copy of ad valorem tax  statements  relating to the
Property  for the  current  tax period  (Exhibit  D3),  (iv)  Service  Contracts
(Exhibit  D4),  (v)  Commission   Agreements  (Exhibit  D5),  and  (vi)  License
Agreements, as set forth on Exhibit A-1.2 of the Agreement (Exhibit D6).



     6. Expiration of Financing Contingency Period.

          (a) The Financing  Contingency Period referenced in Section 1.1.15 and
     Section  4.5.1 of the  Agreement  shall  commence  on March  29,  2002 (the
     "Financing  Contingency  Commencement  Date") and shall  expire on June 27,
     2002 (the "Financing Contingency Expiration Date").

          (b)  Buyer  shall  have  until  May 13,  2002  to  deliver  to  Seller
     reasonable  evidence (the "Loan Offer  Evidence") that Buyer has obtained a
     loan  offer  from a conduit  lender  on the  Prevailing  Terms (as  defined
     hereinafter).  If Buyer has not delivered the Loan Offer Evidence to Seller
     by the Loan Offer Expiration Date, then Seller,  at Seller's option,  shall
     have  the  right  to  terminate  the  Agreement,   as  hereby  amended  and
     reinstated,  by  delivering  written  notice to Buyer to that effect within
     three (3) business days after the Loan Offer Expiration Date.

          (c) Buyer shall have until June 12,  2002 (the "Term Sheet  Expiration
     Date") to deliver to Seller reasonable evidence (the "Term Sheet Evidence")
     that Buyer's lender has delivered a loan term sheet in accordance  with the
     Prevailing Terms (as defined  hereinafter).  If Buyer has not delivered the
     Term Sheet  Evidence  to Seller by the Term  Sheet  Expiration  Date,  then
     Seller,  at  Seller's  option,  shall  have  the  right  to  terminate  the
     Agreement,  as hereby amended and reinstated,  by delivering written notice
     to Buyer to that effect within three (3) business days after the Term Sheet
     Expiration Date.

          (d) Buyer shall have until the Financing  Contingency  Expiration Date
     to deliver to Seller  reasonable  evidence (the "Loan Agreement  Evidence")
     that Buyer and its lender have reached agreement upon the loan terms, which
     shall be in accordance with the Prevailing Terms (as defined  hereinafter).
     If Buyer has not  delivered  the Loan  Agreement  Evidence to Seller by the
     Financing  Contingency  Expiration Date, then Buyer's Financing Contingency
     shall  expire,  and Buyer  shall have no  further  right to  terminate  the
     Agreement or this Second Amendment for failure to obtain financing,  unless
     extended by mutual written agreement of the parties.

     Notwithstanding  anything to the contrary contained in Section 4.5.1 of the
Agreement,  (a) "Buyer's  Financing  Undertakings"  shall be defined to mean the
Buyer's  timely  delivery to Seller of (i) the  Broker's  Agreement  (as defined
hereinafter),  (ii) the Loan Offer Evidence,  (iii) the Term Sheet Evidence, and
(iv)  the Loan  Agreement  Evidence,  and (b) the  "Prevailing  Terms"  shall be
defined  to mean  financing  for a portion  of the  Purchase  Price on terms and
conditions  consistent with the following  terms:  (i) total principal amount of
(A) not less  than  $4,000,000.00,  or (B) not less than  $3,800,000.00,  in the
event that the Closing  Credit (as defined  hereinafter)  is  triggered,  (ii) a
market  interest rate which financing shall not exceed 8.25% fixed for the term,
(iii)  loan  term of not  less  than  ten  (10)  years,  (iv)  not  less  than a
twenty-five year amortization,  and (v) payments on principal and interest under
the loan are  non-recourse to Buyer,  except for Standard  Carveouts (as defined
hereinafter),  and secured solely by the Property. For example only, Buyer shall
be obligated to accept a  non-recourse  loan in the amount of  $4,000,000.00  or
$3,800,000.00 (in the event that the Closing Credit (as defined  hereinafter) is
triggered),  at an  interest  rate  of  8.25%,  for a term of ten  years  and an
amortization  of 25  years.  Buyer  shall  not be  permitted  to  terminate  the
Agreement  (or  Second  Amendment)  pursuant  to Buyer's  financing  contingency
without  forfeiting  the Escrowed  Funds if (i) Buyer  receives a commitment for
loan financing in accordance  with the Prevailing  Terms;  or (ii) if Buyer does
not  satisfactorily  complete Buyer's  Financing  Undertakings;  or (iii) in the
event Buyer does not secure  financing in accordance with the Prevailing  Terms,
if Seller elects,  at Seller's sole option,  to provide Buyer (through Seller or
Seller's  affiliate)  with  financing on the terms set forth in  Paragraph  7(a)
below,  then Buyer shall not be permitted to terminate the Agreement  because of
its inability to secure financing hereunder.

     Buyer hereby  agrees to use good faith and  diligent  efforts to obtain its
financing.

     7. Buyer's Termination Right/Seller Financing Option.

          (a)  Notwithstanding   anything  to  the  contrary  contained  in  the
     Agreement  and after  Assignor's  Board  Approval,  Buyer may terminate the
     Agreement  by giving  written  notice of  termination  to Seller and Escrow
     Agent (the "Financing  Contingency  Termination  Notice") at any time on or
     before the Financing Contingency Expiration Date, if, and only if, both (i)
     Buyer has failed to obtain financing for a portion of the Purchase Price on
     the  Prevailing  Terms,  and (ii) Buyer has  satisfied  all of the  Buyer's
     Financing  Undertakings.  In the event of such election to  terminate,  all
     obligations of the parties  hereunder shall cease, the Escrowed Funds (less
     the Additional  Non-Refundable  Amount) shall be returned to Buyer (subject
     to and in accordance  with Paragraph 3 hereof),  and the Agreement shall be
     null and void and of no further force and effect,  unless Seller elects, at
     Seller's sole option,  by providing written notice to Buyer within ten (10)
     Business Days of Seller's receipt of the Financing Contingency  Termination
     Notice,  to provide  financing to Buyer at Closing  (the "Seller  Financing
     Election") in accordance  with the following  terms (the "Seller  Financing
     Terms"):   (i)  total  principal  amount  of  (A)  $4,000,000.00,   or  (B)
     $3,800,000.00,   in  the  event  that  the   Closing   Credit  (as  defined
     hereinafter) is triggered,  (ii) interest rate of 8.25% fixed for the term,
     (iii) loan term of ten (10) years,  (iv) a twenty-five  year  amortization,
     and (v) payments on principal and interest under the loan are  non-recourse
     to Buyer,  except for Standard Carveouts (as defined  hereinafter).  In the
     event of such Seller Financing Election,  the portion of the Purchase Price
     (as set forth in Section  1.1.3 of the  Agreement) to be funded by the loan
     shall be due and payable by execution of a promissory note (the "Promissory
     Note") to Seller, in the form of Exhibit E attached hereto and otherwise in
     such form as reasonably  acceptable to Buyer and Seller,  which  Promissory
     Note shall be consistent  with the Seller  Financing Terms and secured by a
     mortgage (the  "Mortgage")  in the form of Exhibit F hereto,  Assignment of
     Leases and Rents and any other reasonable and customary loan documentation,
     to be executed by Buyer and otherwise in such form as reasonably acceptable
     to Buyer and  Seller.  The  parties  hereby  agree to act in good  faith in
     determining and executing any additional required loan documentation.

     Notwithstanding  anything to the contrary  contained  herein,  it is hereby
understood that Buyer shall have the right to terminate the Agreement  (pursuant
to and in accordance  with the provisions of Paragraphs 6 and 7 hereof) if Buyer
is unable to obtain any single item of Buyer's Financing  Undertakings (i.e. the
Broker's  Agreement,  Loan  Offer  Evidence,  Term Sheet  Evidence,  or the Loan
Agreement Evidence).

          (b) The term  "Standard  Carveouts"  shall mean the  actual  damage to
     lender  caused by and only to the  extent of one or more of the  following:
     first payment default,  fraud, physical waste to the Property caused by the
     intentional  or grossly  negligent  act(s) or  omission(s) of the borrower,
     material  misrepresentation,   misappropriation  of  property  or  security
     deposits or  misappropriation  of funds from  condemnation,  insurance  and
     operations,  any  damages or loss  relating to toxic or  hazardous  wastes,
     waste products or substances on or about any of the Property,  unauthorized
     transfers of title to the property or majority  ownership of the  borrower,
     failure  to pay taxes,  assessments  and/or  other  liens  encumbering  the
     Property,   failure  to  obtain  the  lender's  prior  written  consent  to
     subordinate  financing or  voluntary  liens on the Property or interests in
     the borrower,  failure to permit on-site  inspections,  failure to maintain
     its single purpose  status.  The Standard  Carveouts  shall apply both with
     respect to the lender and the Landlord (EDIC or its successors and assigns)
     under the Ground Lease.

     8.  Application  for  Financing.  Buyer  shall have until  April 4, 2002 to
execute a broker's  agreement  with  Holliday  Fenoglio  Fowler,  L.P. to secure
financing  (the  "Broker's  Agreement"),  a copy  of  which  shall  be  promptly
delivered to Seller.

     9.  EDIC  Board  Approval   Contingency  Period.  A  contingency  shall  be
incorporated  into  the  Agreement  for  Economic   Development  and  Industrial
Corporation ("EDIC") Board approval for certain proposed modifications to the 27
Drydock Master Lease, which proposed  modifications would be implemented only if
Buyer purchases the Property ("Lease  Modifications").  The Lease  Modifications
shall be  consistent  with the  terms  set forth in that  certain  letter  dated
January  30, 2002 from the  BRA/EDIC  and signed by Anthony  Marinello  to Buyer
(which is attached  hereto as Exhibit B). Buyer shall  promptly  provide  Seller
with  copies of all  correspondence  to and from EDIC with  respect to the Lease
Modifications  and the approval process and weekly updates  regarding the status
of the EDIC approval process. In the event that the EDIC does not materially and
substantially  approve the Lease  Modifications  contained  in Buyer's  outline,
Buyer shall have the right to terminate  the  Agreement,  as hereby  amended and
reinstated,  by delivering  written notice to Seller to that effect on or before
April 18, 2002 (the "EDIC Approval Contingency Expiration Date").

     10.  Assignor Board Approval  Contingency  Period.  A contingency  shall be
incorporated into the Agreement for Assignor's Board Approval. In the event that
the Assignor's Board Approval has not been secured by 5 p.m. March 29, 2002 (the
"Board Approval  Contingency  Expiration Date"),  then (a) this Second Amendment
shall be deemed null and void ab initio and of no force and effect,  and (b) the
Seller and Assignor shall retain the same respective  rights under the Agreement
including,  without limitation,  rights with respect to the Escrowed Funds (less
the Non-Refundable  Amount),  in accordance with the terms and provisions of the
Agreement, as if the Agreement had not been reinstated by this Second Amendment.

     11.  Closing  Date.  Notwithstanding  anything  in  the  Agreement  to  the
contrary,  Seller and Buyer hereby agree that the Closing Date shall be the date
that  is the  later  of (a)  ten  (10)  days  after  the  Financing  Contingency
Expiration Date, time remaining of the essence, or (b) the date that is ten (10)
days after Seller receives EDIC's consent to the assignment of Seller's interest
in the Ground  Lease,  but in no event  later than the date that is ninety  (90)
days after the Financing Contingency Expiration Date.

     12. Amendments.

          A. The Purchase  Price as set forth in Section  1.1.3 of the Agreement
     is hereby amended to be $6,250,000.00.

          B. If  Assignor's  Board  Approval has been secured prior to the Board
     Approval  Contingency  Expiration  Date, and this Second  Amendment has not
     been  terminated,  the Escrow Agent in Section 1.1.6 of the Agreement shall
     be amended to be:

             Chicago Title Insurance Company
             75 Federal Street - Suite 410
             Boston, MA 02110

             Attention: Sharon A. Sbordon
             Telephone:  617-210-0763
             Facsimile:  617-210-0777

          If Assignor's Board Approval is secured and Buyer elects,  the parties
     hereto shall then arrange for First  American  Title  Insurance  Company to
     transfer the Escrowed  Funds to Escrow Agent within five (5) Business  Days
     after Assignor's Board Approval.

          C. The Notice Address for Buyer in Section 1.3 of the Agreement  shall
     be amended to be:

          Buyer:                          Copy to:

          Zoom Group, LLC                 Mintz, Levin, Cohn, Ferris, Glovsky
          c/o Zoom Telephonics, Inc.      & Popeo, PC
          207 South Street                One Financial Center
          Boston, MA 02111                Boston, MA 02111

          Attention: Peter Kramer         Attention:  Stuart A. Offner, Esq.
                                                      Daniel E. Rottenberg, Esq.

          Mr. Jeff Wallace
          c/o Northstar Management
          205 Portland Street
          Boston, MA 02114

          Attention: Zoom Group, LLC

          Effective as of the Board Approval Contingency Expiration Date, Seller
     shall not be obligated to send notices to Assignor under the Agreement,  as
     amended.




          D. The Notice Address for Seller in Section 1.3 of the Agreement shall
     be amended to be:

          Buyer:                                 Copy to:

          SKW Real Estate Limited Partnership    Nixon Peabody LLP
          c/o Archon Group, L.P                  101 Federal Street
          1275 K Street, N.W., Suite 900         Boston, MA 02110-1832
          Washington, D.C. 20005

          Attention:  Christopher Nelson         Attention:  Andrew I. Glincher,
                      Vice President             P.C.

          E. The  definition of "Ground Lease" in Section 2.1.1 of the Agreement
     is hereby  amended as follows:  "that  certain Long Term Lease for Building
     114-Section A between  Economic  Development and Industrial  Corporation of
     Boston as Landlord (the "EDIC") and Drydock Associates Limited Partnership,
     predecessor-in-interest to Seller, as Tenant dated as of October 1, 1987, a
     notice of which Long Term  Lease  entitled  `Notice of Lease'  acknowledged
     December 4, 1987 is recorded with Suffolk County  Registry  District of the
     Registry of Deeds in Book 14313, Page 128."

          F. Section 3.1.1 of the Agreement is hereby deleted;

          G. Section 6.1.3.2 of the Agreement is hereby deleted;

          H.  Section 9.3 of the  Agreement  is hereby  amended by deleting  the
     second  sentence  thereof and  restating it as follows:  "Terms such as `to
     Seller's knowledge,' `to the best of Seller's knowledge,' `known to Seller'
     or like phrases shall mean the actual  present and  conscious  awareness or
     knowledge of  Christopher  Nelson,  asset  manager of the Property  ("Asset
     Manager's Employee") without any duty of inquiry or investigation; provided
     that so qualifying  Seller's  knowledge  shall in no event give rise to any
     personal  liability  on the part of Asset  Manager's  Employee or any other
     officer  or  employee  of Seller or its Asset  Manager,  on  account of any
     breach of any representation or warranty made by Seller herein."

          I. Exhibits H and I to the Agreement are hereby deleted.

     13. Release.

          A.  Effective as of the receipt of Assignor's  Board Approval prior to
     the Board Approval  Contingency  Expiration  Date,  Seller hereby  releases
     Assignor from any and all liabilities or claims arising under or related to
     the Agreement  (including,  but not limited to, any  liabilities  or claims
     with respect to the Escrowed Funds);

          B.  Effective as of the receipt of Assignor's  Board Approval prior to
     the Board Approval  Contingency  Expiration Date,  Assignor hereby releases
     Seller from any and all  liabilities  or claims arising under or related to
     the Agreement  (including,  but not limited to, any  liabilities  or claims
     with respect to the Escrowed Funds);

     14. Miscellaneous.

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

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

          C. Notwithstanding  anything to the contrary in this Second Amendment,
     in the  event  that  Seller  is  unable  to  provide  evidence  to  Buyer's
     reasonable  satisfaction  (i) by the date that is thirty (30) days from the
     date of  complete  execution  and  delivery of this  Second  Amendment  and
     Assignor's Board Approval,  that the delinquency of Cambridge Environmental
     ("Tenant")  with respect to its lease for certain  premises at the Property
     has been resolved, and that Cambridge is current with all back rent owed to
     landlord  under said lease,  and (ii) at the Closing,  that Tenant  remains
     current  under said lease,  then Buyer shall  receive a credit  against the
     Purchase  Price at the  Closing in the  amount  $150,000.00  (the  "Closing
     Credit").

          D. In all other respects,  Seller and Buyer hereby reaffirm all of the
     covenants,  agreements,  terms,  conditions  and  other  provisions  of the
     Agreement  except  as  modified   hereby,   and  the  Agreement  is  hereby
     incorporated in full herein by this reference.  This Second Amendment shall
     not be effective unless and until execution and delivery thereof by Seller,
     Buyer and  Assignor and  Assignor's  Board  Approval  has been  received by
     Seller.  Except as may otherwise be provided herein, the provisions of this
     Second Amendment shall take effect as of the date written below.

          E.  Notwithstanding  anything to the contrary contained herein, in the
     event that the Second  Amendment  (fully-executed  by Buyer and Seller) has
     not been delivered to both Buyer and Seller by 5 p.m.  April 1, 2002,  each
     of the deadline  dates set forth in  Paragraphs  6, 8 and 9 hereof shall be
     pushed back by one Business Day for each day of delinquency.



<PAGE>



     IN  WITNESS  WHEREOF,   Seller,  Buyer  and  Assignor  have  executed  this
Reinstatement Agreement,  Assignment Agreement and Second Amendment to Agreement
of Purchase and Sale as a sealed instrument as of this 29th day of March, 2002.


                                     SELLER:

                                     SKW Real Estate Limited Partnership,
                                     a Delaware limited partnership

                                     By:  WSK Gen-Par, Inc.,
                                          a Delaware corporation,
                                          General Partner

                                                By:  /s/ Christopher Nelson
                                                   -----------------------------
                                                Name:  Christopher Nelson
                                                Title: Assistant Vice President
                                                Hereunto duly authorized

                                     ASSIGNOR:

                                     Zoom Telephonics, Inc.,
                                     a Delaware corporation

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

                                     BUYER:

                                     Zoom Group LLC
                                     a Massachusetts limited liability company

                                     By:    /s/ Peter Kramer
                                        ---------------------------
                                     Name:  Peter Kramer
                                     Title:  Manager
                                     Hereunto duly authorized




<PAGE>


                             JOINDER BY ESCROW AGENT
     (May be completed after Assignor Board Approval if Earnest Money is
                                 transferred)

     Escrow  Agent has executed  this Second  Amendment in order to confirm that
Escrow  Agent has  received  and shall hold the  Escrowed  Funds  required to be
deposited  under the  Agreement  as amended  by this  Second  Amendment  and the
interest earned thereto,  in escrow,  and shall disburse the Escrowed Funds, and
the interest  earned  thereon,  pursuant to the  provisions  of the Agreement as
amended by this Second Amendment.



Date executed by Escrow Agent:            By:
                                               --------------------------
                                          Name:
                                          Title: