Exhibit 10.3

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER SUCH ACT AND LAWS OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.

                                                                       $360,000

                                  FAMS, L.L.C.

                                PROMISSORY NOTE

                                                          Hartford, Connecticut
                                                               December 1, 1997

      FOR VALUE RECEIVED the undersigned, FAMS, L.L.C., a New Jersey limited
liability company (the "Company") hereby promises to pay to the order of
Farmstead Telephone Group, Inc., a Delaware corporation ("Holder"), the
principal sum of Three Hundred Sixty Thousand Dollars ($360,000), in legal
tender of the United States with interest thereon at the rate set forth below,
and all amounts which may become due under any other document evidencing the
indebtedness herein described. Principal, together with interest due hereon,
shall be payable to Holder at such place as Holder may designate in writing, in
sixty (60) equal consecutive monthly installments of principal plus interest
accrued thereon, the first such payment of which shall be due and payable on
the first to occur of either (i) the first day of the month following the month
in which the Company moves its principal offices located at 11 Colonial Drive,
Lot 1, Block 460-C, Centennial Corporate Park, Piscataway, New Jersey into
newly acquired office space; or (ii) April 1, 1998 (the date upon which the
first payment becomes due and payable to Holder in accordance with the terms
set forth herein shall be referred to as the "First Payment Date"), and, for
the next succeeding fifty-nine (59) months, such payment shall be due and
payable on the first day of each month thereafter until all principal and
interest due hereunder is paid in full.

      This Note shall have the following additional terms and provisions:

      1.    Interest. This Note shall bear interest at the rate of one and
one-half percent (1.5%) above the prime lending rate, as published in the Wall
Street Journal on the date hereof.

      2.    Prepayment. This Note may be pre-paid in whole or in part by the
Company upon ten (10) days advanced written notice to Holder.

      3.    Events of Default; Acceleration. The following shall constitute
"Events of Default:

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            a.    If the Company shall fail to make payments due hereunder
                  within ten (10) days of the date such payment is due, whether
                  at maturity or some other date fixed for payment;

            b.    If the Company becomes insolvent or if a creditors' committee
                  is appointed for the business of the Company; or if the
                  Company makes an assignment for the benefit of creditors, or
                  is adjudicated bankrupt, or if a petition in bankruptcy or
                  for reorganization or to effect a plan of arrangement with
                  creditors is filed by or against the Company; or if the
                  Company applies for or permits the appointment of a receiver
                  or trustee for any of its property or assets; or if any such
                  receiver or trustee is appointed for any of its properties or
                  assets, or if any of the above actions or proceedings are
                  commenced by or against the Company;

            c.    If the Company is dissolved or liquidated;

            d.    If there shall be a material breach by the Company or
                  Farmstead Asset Management Services, L.L.C. ("FAMS"), a
                  Delaware limited liability company, of any term, covenant,
                  condition, agreement or representation and warranty set forth
                  in that certain Purchase and Sale Agreement of even date
                  herewith, by and among FTG Venture Corporation, a Delaware
                  corporation ("FVC"), the Company, the Holder and FAMS (the
                  "Agreement") which material breach shall continue without
                  cure for thirty (30) days after mailing, by certified mail,
                  of written notice of said breach by Holder to the Company;

            e.    If there shall be an Event of Default by FAMS, as such term
                  is defined in that certain Guaranty Agreement dated the 1st 
                  day of December, 1997, by and between FAMS and the Holder;

            f.    If there shall be an Event of Default by FAMS, as such term
                  is defined in that certain Security Agreement dated the 1st 
                  day of December, 1997, by and between Holder and FAMS;

            g.    If there shall be an Event of Default by FAMS as such term is
                  defined in that certain Lease Agreement, dated March 20,
                  1996, by and between H. Harding Brown, David J. Frischman,
                  Douglas Friedrich and Robert K. Brown, Substituted
                  Co-Trustees Under Trust Indenture dated the 25th day of June,
                  1968 (the "Landlord") and FAMS for that certain property
                  located at, and known as, 11 Colonial Drive, Lot 1, Block
                  460-C, Centennial Corporate Park, Piscataway, New Jersey (the
                  "Lease"), such Event of Default occurring on or after the
                  date hereof, provided, however, that, for the purposes of
                  this Note, it shall not be an Event of Default under the
                  Lease if the rent due and owing 

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                  the Landlord under the Lease is not paid by FAMS as a result 
                  of the operation of Section 6.4 of the Purchase and Sale 
                  Agreement; and

            h.    Failure to maintain the standby letter of credit (the "Letter
                  of Credit"), as more particularly described in Section 1.5 of
                  the Agreement, for a period commencing on the date hereof and
                  ending on April 15, 1999, or in the event of a default by
                  either the Company or FAMS under any loan agreements, credit
                  agreements, reimbursement agreements, or debt instruments of
                  any kind or description between either the Company or FAMS
                  and any Institutional Bank Lender as such term is defined in
                  Section 5 hereof.

If any of the foregoing Events of Default shall occur, Holder may at any time
(unless all defaults shall theretofore have been remedied) at Holder's option,
by written notice to the Company, declare this Note to be due and payable. Upon
mailing of such notice this Note shall immediately mature and become due and
payable together with interest accrued thereon and Holder may exercise Holder's
rights under Section 4 hereof.

      4.    Remedies on Default, Etc. In case one or more Events of Default
shall occur and be continuing, and this Note shall be due and payable as set
forth in Section 3 hereof and, subject to the terms hereof, Holder may proceed
to protect and enforce Holder's rights by an action at law, suit in equity or
other appropriate proceeding, whether for the specific performance of any
agreement contained herein, or for an injunction against a violation of any of
the terms hereof, or in aid of the exercise of any power granted hereby or by
law. In the event of default, the Company agrees to pay to Holder such further
amount as shall be sufficient to cover the costs and expenses of collection,
and all costs related to Holder's enforcement of Holder's rights under this
Note, including, without limitation, reasonable attorneys' fees and expenses
whether or not a formal action is commenced. No right, power or remedy
conferred hereby upon Holder shall be exclusive of any other right, power or
remedy referred to herein nor now or hereafter available at law, in equity, by
statute, or otherwise. No course of dealing and no delay on the part of Holder
in exercising any right, power or remedy shall operate as a waiver hereof or
otherwise prejudice Holder's rights, powers and remedies.

      5.    Subordination. The Holder hereby agrees that its rights to payment
under this Note and the debt evidenced hereby are subordinate to any loans or
obligations owing to an "Institutional Bank Lender" (hereinafter defined) by
the Company. As used herein, the term "Institutional Bank Lender" means any
bank, savings and loan association, finance company, trust company, insurance
company, pension fund, investment advisor, charitable foundation, or venture
capital company approved by Seller which approval shall not be unreasonably
withheld, all of which shall be actively involved in financing commercial
businesses. Lender further agrees that if there occurs an event of default as
defined under any of the loan documents evidencing the obligations of the
Company to an Institutional Bank Lender, the Holder shall not seek payments due
under this Note for a period of one hundred eighty (180) days from the date of
the default. The foregoing subordination shall be effective without the
necessity of having further instruments executed hereunder to effect such
subordination. Holder shall execute, acknowledge and deliver, within ten (10)
days after demand, such further

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instruments evidencing such subordination of this Note as may be requested by 
any Institutional Lender making a loan to the Company.

      6.    Security Agreement. The obligations of the Company pursuant to this
Note shall be secured by certain collateral of the Company under the terms and
conditions set forth in that certain Security Agreement of even date herewith,
by and between the Company and the Holder, substantially in the form of Exhibit
A, attached hereto.

      7.    Exchange of Notes. At the request of Holder and subject to the
terms hereof, upon surrender of this Note to the Company at its principal
office, the Company at its expense will issue in exchange thereof a new Note or
Notes, in such denomination or denominations and payable to the order of such
payee or payees as may be requested. Such new Note or Notes shall be in the
form of this Note and shall be in an aggregate principal amount equal to the
principal amount of this Note then outstanding.

      8.    Replacement of Notes. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Note and, in the case of any such loss, theft or destruction, upon
delivery of an indemnification agreement by Holder in a form reasonably
acceptable to the Company, or, in the case of any such mutilation, upon
surrender and cancellation of this Note, the Company at its expense will
execute and deliver, in lieu thereof, a new Note of like tenor.

      9.    Transfer of Note. Transfer of this Note is subject to restrictions
imposed by federal and state securities laws.

      10.   Notices. Any notice, request or instruction to be given hereunder
shall be in writing, shall be delivered by facsimile transmission, or courier,
or mailed by certified mail, return receipt requested, postage prepaid and
addressed as follows: if to the Company at FAMS, LLC, 11 Colonial Drive, Lot 1,
Block 460-C, Centennial Corporate Park, Piscataway, New Jersey 08854; and if to
Holder, addressed to Holder's address as shown on the records of the Company.
Either of the addresses specified above may be changed by notice given as
herein provided. All communications will be deemed effective upon receipt.

      11.   General. This Note shall be governed by and construed and enforced
in accordance with the laws of the State of New Jersey. The paragraph headings
contained herein are for reference purposes only and shall not in any way
affect the meaning or interpretation of the terms of this Note. This Note shall
be binding upon the Company and its successors and assigns and shall inure to
the benefit of and be enforceable by Holder and Holder=os successors and
assigns. This Note may not be modified or altered in any manner except by a
writing signed by both parties. The failure of Holder at any time or times to
require performance of any provision hereof shall in no manner affect the right
at a later time to enforce the same. No waiver by Holder of any condition of
this Note or the breach of any provision hereof, whether by conduct or
otherwise, in any one or more instances shall be 

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deemed to be construed as a further or continuing waiver of any such condition 
or breach. By accepting this Note, Holder agrees to be bound by the terms and 
conditions hereof.

      12.   COMMERCIAL TRANSACTION. THE COMPANY ACKNOWLEDGES THAT THE DELIVERY
OF THIS NOTE IS PART OF A COMMERCIAL TRANSACTION AND VOLUNTARILY AND KNOWINGLY
WAIVES AND RELINQUISHES ANY AND ALL RIGHTS WHICH IT MAY HAVE PURSUANT TO ANY
LAW OR CONSTITUTIONAL PROVISION TO ANY NOTICE OR HEARING PRIOR TO ANY ATTEMPT
BY HOLDER TO OBTAIN A PREJUDGMENT REMEDY IN CONNECTION HEREWITH, AND, FURTHER
WAIVES DEMAND, PRESENTMENT FOR PAYMENT, AND NOTICE OF DISHONOR. THE COMPANY
HEREBY WAIVES TRIAL BY JURY IN ANY ACTION OR PRECEDING OF ANY KIND OR NATURE IN
ANY COURT IN WHICH AN ACTION MAY BE COMMENCED ARISING OUT OF THIS NOTE AND ANY
ASSIGNMENT HEREOF.

                                        FAMS, L.L.C


                                        By: s/s Allan W. Anger, Jr.
                                            ----------------------------------
                                            Its President
                                            Duly Authorized

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