ASSET PURCHASE AGREEMENT

         THIS ASSET  PURCHASE  AGREEMENT  is made as of March 29,  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

1.                    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").


2.                    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").

3. 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").  In addition,  in accordance with the terms of the  Confidential
Bidding  Packages and  Procedures  (the "Bidding  Packages") and the Addendum to
Bidding  Packages and Procedures  ("Addendum")  prepared by Volpe Brown Whelan &
Company, LLC on behalf of Seller in connection with that certain auction held on
February 19, 1999 and  subsequently,  all patents which were referred to in both
Package 14 and Package 1 shall be  available  for use on a royalty free basis to
the Buyer.

                  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. 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. 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.

                  e. 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
$2,000,000, payable in cash at Closing (the "Purchase Price"), provided that the
Buyer's  previous  deposits in the amount of $200,000  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.

                  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,
except that Refac Corporation has disputed the amount necessary to cure pre- and
post-petition breaches of its agreement with the Seller.

     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.  With  respect to the  patents  identified  on
Schedule 2,  Seller also  transfers  to Buyer all of Seller's  right,  title and
interest to elect  whether,  when,  where and how such patents 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 patents.

                  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.

                  g.  Confidential,  Proprietary  Information.  Seller agrees to
maintain  any and all  information  concerning  and/or  relating  to the  assets
purchased by Zoom and the business of Seller related to the assets  purchased by
Zoom (the "Information") in strict confidence,  except as specifically set forth
herein.  Seller may make the Information  available to NationsCredit  Commercial
Corporation ("NationsCredit"),  a bankruptcy trustee appointed by the Bankruptcy
Court and to such other  person or entity as  required by final order of a court
of competent  jurisdiction after notice to and opportunity to participate by the
Buyer  (collectively,  the  "Authorized  Persons"),  provided  that Seller shall
require such Authorized Persons to hold the Information in strict confidence and
shall not  duplicate,  use or  disclose  the  Information  except to the limited
extent specifically  permitted herein.  NationsCredit may use the Information to
the extent  necessary to  determine,  confirm or enforce its rights as a secured
creditor  of the  Seller  but may  not  disclose,  publish  or  make  known  the
Information without the prior written consent of Buyer or an order of a court of
competent  jurisdiction  after notice to and an  opportunity  to  participate by
Buyer. A bankruptcy  trustee may use the Information in the course of his or her
statutory  duties,  provided  that such  bankruptcy  trustee does not  disclose,
publish or make known the Information without the prior written consent of Buyer
or an order of the  Bankruptcy  Court  after  notice  to and an  opportunity  to
participate by Buyer. If and to the extent that Seller sells,  transfers,  sells
or otherwise  makes  available or  accessible to any person or entity other than
the Authorized  Persons that certain computer system known as the Oracle System,
Seller shall do so only after erasing or otherwise  eliminating  from the Oracle
System the Information.

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

                  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.  Further  Assurances.  Subject to the terms and  conditions  of this
Agreement,  each of the parties  shall use all  reasonable  efforts to take,  or
cause to be  taken,  all  action,  and to do,  or cause to be done,  all  things
necessary, proper or advisable under applicable laws, regulations, and contracts
to  consummate  and  make  effective  the  transactions   contemplated  by  this
Agreement.  Seller  represents that it has back up tapes containing  information
that Seller maintained on computer concerning and/or relating to the Assets (the
"Back Up Tapes").  Seller agrees, on its own behalf and for and on behalf of its
successors and assigns, to provide Buyer with access to the Information as Buyer
reasonably  requires  to maximize  the full use and value of the Assets.  To the
extent Buyer requires Information  contained on the Back Up Tapes, Seller agrees
to provide access to the Back Up Tapes within 10 calendar days following Buyer's
request.  Buyer's request shall be directed to the following  individuals  under
the  following  circumstances:   (a)  while  the  Seller  remains  a  debtor  in
possession, Buyer shall contact Steven Mank and/or counsel for Buyer; (b) to the
extent that a bankruptcy  trustee is appointed by the  Bankruptcy  Court,  Buyer
shall  contact the  bankruptcy  trustee  and/or his or her  counsel;  (c) to the
extent  that a third  party  has  physical  possession  of the  Back Up Tapes in
connection with efforts to collect the accounts receivable of the Seller,  Buyer
shall  contact  such  third  party  for  access;  and  (d)  to the  extent  that
NationsCredit has physical  possession of the Back Up Tapes, Buyer shall contact
Steven  Blumberg  and/or  counsel for  NationsCredit.  Seller will take and will
require that  reasonable  care be exercised to maintain and preserve the Back Up
Tapes.  Seller  makes  no  representation   concerning  computer  technology  or
personnel to assist Buyer in obtaining the information it requests from the Back
Up Tapes.

         7.       Assignment.  This Agreement will be binding upon and inure to 
the benefit of the parties hereto and their respective successors, 
legal representatives and assigns.

         8. 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.

         9.  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.

         10. 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.

         11. 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.

         12.  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.

         13.  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.

         14. 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.

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

         16. 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.

         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.

         17.      Time of Essence.  Time is of the essence with respect to this 
Agreement and the transactionscontemplated hereby.

         18. 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.

         19.  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.

                                    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.

                                                  *   *   *   *   *
         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