EXHIBIT 10.2

                             COMMERCIAL REAL ESTATE
                                 PROMISSORY NOTE

$6,500,000.00                                                   January 10, 2001


     FOR VALUE RECEIVED, ZOOM TELEPHONICS, INC., a Delaware corporation,  having
a principal  place of business and chief  executive  office at 207 South Street,
Boston, MA 02111 (hereinafter, the "Borrower") promises to pay to the order of

                         WAINWRIGHT BANK & TRUST COMPANY
             (hereinafter, with any subsequent holder, the "Lender")

at 63 Franklin Street, Boston, Massachusetts 02110 on January 10, 2006 (the
"Maturity Date"), the sum of Six Million Five Hundred Thousand and No/100ths
($6,500,000.00) dollars, with interest on the unpaid principal balance of the
within Note, (based upon three hundred and sixty (360) day year but accruing on
the unpaid principal balance for the actual days elapsed) payable in arrears
from the date hereof until the Maturity Date at the interest rate as set forth
herein (the "Interest Rate").

PAYMENTS

         Principal and interest on this Note shall be repaid as follows:

(1)      From and after the date hereof through and including January 10, 2002,
         (the "Change Date"), the interest rate herein shall be seven and
         76/100ths percent (7.76%) per annum. Payments of principal and interest
         in the amount of $49,293.94 shall be due and payable monthly in arrears
         on the 10th day of each calendar month beginning February 10, 2001 and
         continuing until and including January 10, 2002, such monthly payment
         being based upon a twenty (20) year direct reduction amortization
         schedule;


(2)      Thereafter, on January 10th of each calendar year thereafter commencing
         on January 10, 2002, (the " Change Date"), the Interest Rate herein
         shall be reset by Lender to a new fixed rate of interest and interest
         shall be payable at a fixed rate equal to the then current rate of the
         One (1) year Federal Home Loan Bank of Boston Daily Advance Rate for a
         one (1) year term as determined by Lender, in the Lender's sole
         discretion (absent manifest error), plus two and one-half (2.5%)
         percent per annum (the "Changed Rate"). Payments of principal and
         interest shall be due and payable monthly in arrears on the 10th day of
         each calendar



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                              Initials          Initials



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         month following each respective Change Date until the Maturity Date in
         an amount as determined by Lender, in Lender's sole discretion (absent
         manifest error) equal to the monthly payment required to amortize the
         then current outstanding principal balance of the Note at the Changed
         Rate based upon a continuation of twenty (20) year amortization
         schedule. In the event the Federal Home Loan Bank of Boston one year
         rate is no longer published or announced or becomes unascertainable for
         any reason, Lender shall designate a comparable reference rate for
         purposes of establishing the interest rate hereunder.

         All payments shall be made in immediately available funds in lawful
money of the United States of America to the address of Lender stated herein.

         In any and all events, and without the necessity of notice thereof or
demand therefor, the entire outstanding principal balance hereof and all accrued
and unpaid interest hereon and any other charges or amounts due hereunder shall
be due and payable in full on the Maturity Date.

BALLOON PAYMENT

         WHEN APPLICABLE, THE BORROWER ACKNOWLEDGES THAT THE MONTHLY
INSTALLMENTS OF PRINCIPAL AND INTEREST WILL NOT FULLY REPAY THE PRINCIPAL
INDEBTEDNESS EVIDENCED HEREBY BY THE MATURITY DATE, AND THAT A BALLOON PAYMENT
OF THE ENTIRE UNPAID PRINCIPAL BALANCE AND ACCRUED UNPAID INTEREST SHALL BE DUE
ON THE MATURITY DATE. THE LENDER HAS MADE NO AGREEMENT TO REFINANCE SUCH BALLOON
PAYMENT.

PREPAYMENT; PREPAYMENT FEE

         This Note may be prepaid in whole or in part at anytime without
penalty.

LATE CHARGES

         The Borrower shall pay a late charge equal to five (5%) percent of any
amount not paid within fifteen (15) days of the due date thereof; provided,
however, in no event shall such amount be less than $15.00.

ADDITIONAL PAYMENTS; ADDITIONAL PROVISIONS

         Any payments received by the Lender on account of this Note prior to
demand or acceleration shall be applied: first, to any costs, expenses, or
charges then owed the Lender by the Borrower, second, to accrued and unpaid
interest, and third, to the unpaid principal balance hereof. Any payments so
received after demand or acceleration shall be applied in such manner as the
Lender may determine.

         Nothing in this Note or in any other Loan Document (as herein defined)
shall require the payment, or permit the collection by the Lender or holder
hereof, of interest in an amount exceeding the maximum amount permitted under
applicable law in commercial mortgage loan transactions between parties of the
character of the parties hereto (the "Maximum Interest Amount"). Borrower shall
not be obligated to pay to Lender or said holder any interest in excess of the
Maximum Interest Amount, and the amount of interest payable to Lender or said
holder under the Loan Documents (as herein defined) shall under no circumstance
be deemed to exceed the Maximum Interest Amount. To the extent that any payment
made to Lender or said holder under the Loan Documents would cause the amount of
interest charged to exceed the Maximum Interest Amount, such payment shall be
deemed a prepayment of principal as to which no prepayment charge shall be
required, notwithstanding anything to the contrary in this Note or in any other
Loan Document, or, if the amount of excess interest exceeds the unpaid principal
balance of this Note, such excess shall be refunded to Borrower.

EVENTS OF DEFAULT

         The Lender, at its option, may declare the entire unpaid principal
balance of this Note and accrued unpaid interest thereon and any other charges
or amounts due hereunder to be immediately due and payable without demand or
protest (which are hereby waived) upon the occurrence of any one or more of the
following events (herein, "Events of Default"):

(a)      The failure by the Borrower to pay any amount due under this Note, when
         due, and such failure shall continue for a period of more than ten (10)
         days after written notice from the Lender to the Borrower;

(b)      The failure by the  Borrower  to pay upon demand (or when due, if not
         payable on demand) any of the Borrower's liabilities,  obligations and
         indebtedness to the Lender (herein, the "Liabilities");

(c)      The failure by the Borrower to promptly,  punctually,  and  faithfully
         perform, discharge, or comply with any of the Borrower's Liabilities;

(d)      The determination by the Lender that any material representation or
         warranty heretofore, now, or hereafter made by the Borrower (or by any
         guarantor) to the Lender, in any document, instrument, agreement, or
         paper was not materially true or accurate when given;

(e)      The occurrence of any event such that any indebtedness of the Borrower
         from any lender other than the Lender could be accelerated,
         notwithstanding that such acceleration has not taken place;

(f)      The breach,  failure to perform or  occurrence of any event of default
         (after  expiration  of applicable  notice and cure  periods,  if any),
         under any agreement between the Lender and the Borrower, or instrument
         or paper given the Lender by the  Borrower,  whether  such  agreement,
         instrument  or paper now exists or hereafter  arises  (notwithstanding
         that the Lender may not have  exercised  its rights upon default under
         any such other  agreement,  instrument  or paper)  including,  without
         limitation,  any Loan  Agreement,  Mortgage,  Security  Agreement  and
         Assignment,  Assignment  of  Leases  and  Rents,  Indemnity  Agreement
         Regarding  Hazardous   Materials,   Compliance   Agreement  and  UCC-1
         Financing Statements all of even date herewith (collectively the "Loan
         Documents"), between the Borrower and Lender.

     (g) Any act by,  against,  or relating to the Borrower,  or its property or
assets,  which act constitutes the application for, consent to, or sufferance of
the  appointment  of a receiver,  trustee,  or other  person,  pursuant to court
action or  otherwise,  over all,  or any part of the  Borrower's  property;  the
granting of any trust  mortgage or execution of an assignment for the benefit of
the  creditors of the  Borrower,  or the  occurrence  of any other  voluntary or
involuntary  liquidation agreement for the Borrower; the failure by the Borrower
to  generally  pay the debts of the  Borrower as they  mature;  adjudication  of
bankruptcy  or insolvency  relative to the  Borrower;  the entry of an order for
relief or similar order with respect to the Borrower in any proceeding  pursuant
to the Bankruptcy Reform Act of 1978 (as amended)  (commonly  referred to as the
Bankruptcy  Code)  or any  other  federal  bankruptcy  law;  the  filing  of any
complaint,  application,  or petition by the Borrower  initiating  any matter in
which  the  Borrower  is or may be  granted  any  relief  from the  debts of the
Borrower  pursuant to the Bankruptcy Code or to any other insolvency  statute or
procedure;  the meeting by the Borrower with a formal creditors' committee;  the
offering by, or entering into by, the Borrower of any composition,  extension or
any other arrangement seeking relief of extension for the debts of the Borrower,
or the initiation of any other judicial or non-judicial  proceeding or agreement
by,  against,  or including the Borrower  which seeks or intends to accomplish a
reorganization  or  arrangement  with  creditors;  the filing of any  complaint,
application or petition  against the Borrower  pursuant to the  Bankruptcy  Code
which complaint, application or petition is not dismissed within sixty (60) days
thereafter;

(h)      The entry of any judgment against the Borrower, which judgment is not
         satisfied or appealed from (with execution or similar process stayed)
         within thirty (30) days of its entry;

(i)      The death of any individual maker;

(j)      The termination of existence, dissolution, winding up, or liquidation
         of the Borrower;

(k)      The occurrence of any of the foregoing Events of Default with respect
         to any trustee or beneficiary of the Borrower or any guarantor,
         endorser, or surety to the Lender of the Liabilities;

(l)      The termination of any guaranty by any guarantor of the Liabilities;

(m)      A material and adverse change in the financial condition of the
         Borrower or any guarantor;

(n)      The breach, failure to perform or occurrence of any event of default,
         Event of Default or the occurrence of any matter which, with the giving
         of notice or passage of time, or both, would constitute an event of
         default, under any agreement, instrument or paper given to the Lender
         by the Borrower, whether such agreement, instrument or paper now exists
         or hereafter arises.

         In addition, at the Lender's option and without demand, notice or
protest, the occurrence of any such Event of Default shall also constitute a
default under all other agreements between the Lender and the Borrower and under
all other instruments and papers given the Lender by the Borrower.

         Upon the occurrence of any Event of Default or after the Maturity Date,
the Borrower acknowledges and agrees that the Interest Rate shall be changed
and, as such, interest from and after the date of any such Event of Default or
after the Maturity Date shall accrue on the unpaid principal balance of this
Note at an interest rate equal to the greater of (i) four (4%) percent per annum
above the then applicable Interest Rate or (ii) the highest rate of interest per
annum permitted by law.

         Any and all deposits or other sums at any time credited by, or due to
the Borrower from, the Lender and any cash, securities, instruments, or other
property of the Borrower in the possession of the Lender, whether for
safekeeping, or otherwise, or in transit to or from the Lender, or in the
possession of any third party acting on the Lender's behalf (regardless of the
reason the Lender had received same or whether the Lender has conditionally
released the same) shall at all times constitute security for any and all
Liabilities, and may upon the occurrence of an Event of Default be applied or
set off against such Liabilities at any time, whether or not other collateral is
available to the Lender.

         No delay or omission by the Lender in exercising or enforcing any of
the Lender's powers, rights, privileges, remedies, or discretions hereunder
shall operate as a waiver thereof on that occasion nor on any other occasion. No
waiver of any default hereunder shall operate as a waiver of any other default
hereunder, nor as a continuing waiver.

INDEMNITY

         The Borrower, and each endorser and guarantor of this Note, shall
indemnify, defend, and hold the Lender harmless against any claim brought or
threatened against the Lender by any other person (as well as from attorneys
reasonable fees and expenses in connection therewith) on account of the Lender's
relationship with the Borrower or any endorser hereof (each of which may be
defended, compromised, settled, or pursued by the Lender with counsel of the
Lender's selection, but at the expense of the Borrower and any endorser). The
within indemnification shall survive the payment of the Liabilities and/or the
discharge of the mortgage or other security documents.

EXPENSES

         The Borrower will pay on demand all attorneys' reasonable fees and
out-of-pocket expenses incurred by the Lender in the administration of all
Liabilities of the Borrower to the Lender. The Borrower will also pay upon
demand, all reasonable attorneys' fees, out-of-pocket expenses incurred by the
Lender's attorneys and all reasonable costs incurred by the Lender, including,
without limitation, costs and expenses associated with travel on behalf of the
Lender, which costs and expenses are directly or indirectly related to the
preservation, protection, collection or enforcement of any of the Lender's
rights against the Borrower or any such endorser or guarantor, against any
collateral given the Lender to secure this Note or any other Liabilities of the
Borrower or such endorser and guarantor to the Lender or with respect to any
indemnities given by the Borrower to the Lender (whether or not suit is
instituted by or against the Lender).

WAIVER

         The Borrower, and each endorser and guarantor of this Note,
respectively waives presentment, demand, and protest, and also waives any delay
on the part of the Lender hereof. Each assents to any extension or other
indulgence (including, without limitation, the release or substitution of
collateral) permitted the Borrower or any endorser or guarantor by the Lender
with respect to this Note and/or any collateral given to secure this Note or any
extension or other indulgence, as described above, with respect to any other
liability or any collateral given to secure any other liability of the Borrower
or any endorser to the Lender.

         This Note shall be binding upon the Borrower and each endorser a hereof
and upon their respective heirs, successors, assigns, and representatives, and
shall inure to the benefit of the Lender and its successors, endorsees, and
assigns.

         The liabilities of the Borrower and any endorser of this Note are joint
and several; provided, however, the release by the Lender of any Borrower or any
one or more endorser or guarantor shall not release any other person obligated
on account of this Note. Each reference in this Note to the Borrower, any
endorser is to such person individually and also to all such persons jointly. No
person obligated on account of this Note may seek contribution from any other
person also obligated unless and until all liabilities, obligations and
indebtedness to the Lender of the person from whom contribution is sought have
been satisfied in full.

TRANSFER

         The Borrower hereby agrees that, except as consented to by the Lender
(in Lender's sole and absolute discretion) in writing, it shall not convey,
sell, assign, mortgage, encumber, pledge or transfer in any manner the
Borrower's legal or beneficial interests in any collateral securing this Note
(the "Collateral") including, without limitation, the Mortgaged Property (as
herein defined). If the Collateral (including, without limitation, the Mortgaged
Property, or any part thereof), is so transferred or encumbered in violation of
this covenant either directly or indirectly, the Lender shall have the right to
demand payment in full of all obligations due and owing under this Note or the
Loan Documents, including, without limitation, all principal, interest,
prepayment penalties, late charges, costs and costs of collection, including
attorneys' fees.

NOTICE

         Any notice to the Borrower provided for in this Note shall be given by
hand delivery, overnight delivery for which receipt of delivery is rendered or
mailing such notice by certified mail or registered mail, return receipt
requested, and addressed to Borrower at the address set forth above or such
other address as Borrower may designate by written notice to the Lender hereof.
Any notice to the Lender shall be given by hand delivery, overnight delivery for
which receipt of delivery is rendered, or mailing such notice by certified mail,
return receipt requested, to such Lender at the address stated in the first
paragraph of this Note, or at such other address as may have been designated by
written notice to the Borrower.

WAIVER OF JURY TRIAL

         THE BORROWER KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY
WAIVES ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION,
ACTION OR PROCEEDING WHICH ARISES OUT OF, OR IS IN ANY WAY CONNECTED WITH THIS
NOTE, THE LOAN DOCUMENTS OR ANY OTHER INSTRUMENT OR DOCUMENT EXECUTED IN
CONNECTION WITH THE LOAN OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR
THEREIN. THE BORROWER HEREBY CERTIFIES THAT NO REPRESENTATIVE, EMPLOYEE, AGENT
OR COUNSEL OF THE BANK HAS REPRESENTED, WHETHER EXPRESSLY OR OTHERWISE, THAT THE
BANK WOULD NOT IN THE EVENT OF SUCH LITIGATION, ACTION OR PROCEEDING, SEEK TO
ENFORCE THIS WAIVER OR RIGHT TO A TRIAL BY JURY.

YEAR 2000 COMPLIANCE.

         The Borrower represents and warrants to the Bank (which representation
and warranty shall survive the making of the loan to Borrower evidenced by this
Note) that the Borrower has taken all necessary action to assess, evaluate and
correct all of the hardware, software, embedded microchips and other processing
capabilities it uses, directly or indirectly, to ensure that it will be able to
function accurately and without interruption or ambiguity using date information
before, during and after January 1, 2000.

         This Note is secured by, among other things, a Mortgage, Security
Agreement and Assignment and an Assignment of Leases and Rents, each from
Borrower to Lender, of even date herewith covering the real property known as
195-201 South Street, 50 Utica Street, 207-209 South Street and 162-168 Kneeland
Street, Boston, Massachusetts (the "Mortgaged Property"), which mortgage and
assignment are recorded with the Suffolk County Registry of Deeds and filed with
the Suffolk County Registry District of the Land Court. This Note is the
Commercial Real Estate Promissory Note referred to in, and is subject to and
entitled to the benefit of, that certain Loan Agreement by and between Lender
and Borrower dated as of even date herewith (the "Loan Agreement").



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         This Note shall take effect as an instrument under seal and shall be
governed by and construed in accordance with the laws of the Commonwealth of
Massachusetts. This Note is being signed in Boston, Massachusetts.


Signed in the presence of: BORROWER

                                 Zoom Telephonics, Inc., a Delaware corporation



__________________________            By:      _________________________________
                                               Frank B. Manning
                                      Its:     President


__________________________            By:      _________________________________
                                               Robert A. Crist
                                      Its:     Treasurer