Exhibit 10.6

                        Farmstead Telephone Group, Inc.

                     Supplemental Executive Retirement Plan

                        Effective as of January 1, 1998


                                    Recitals

      This Farmstead Telephone Group, Inc. Supplemental Executive Retirement
Plan (the "Plan") is adopted by Farmstead Telephone Group, Inc. (the
"Employer") for George J. Taylor, Jr. ("Executive"). The purpose of the Plan is
to provide Executive with supplemental retirement income. The Plan is intended
to be an unfunded excess benefit plan under Section 3(36) of the Employee
Retirement Income Security Act of 1974 ("ERISA").

      Accordingly, the following Plan is adopted.

                                   Article I

                                  Definitions
                                  -----------

      1.1   "Base Salary" means Executive's annual base salary determined
pursuant to the Employment Agreement.

      1.2   "Benefit" means the benefit committed on behalf of Executive or
Beneficiary as of the date of reference.

      1.3   "Beneficiary" means any person or person so designated in
accordance with the provisions of Article VI.

      1.4   "Code" means the Internal Revenue Code of 1986 and the regulations
thereunder, as amended from time to time.

      1.5   "Effective Date" means the effective date of the Plan, which shall
be January 1, 1998.

      1.6   "Employer" means Farmstead Telephone Group, Inc. and its successors
and assigns unless otherwise herein provided, or any other corporation or
business organization that, with the consent of Farmstead Telephone Group, Inc.
or its successors or assigns, assumes the Employer's obligations hereunder, or
any other corporation or business organization that agrees, with the consent of
Farmstead Telephone Group, Inc., to become a party to the Plan.

<PAGE> 1

      1.7   "Employment Agreement" means the most recent Employment Agreement
between Executive and Employer dated January 1, 1998 and any amendments
thereto.

      1.8   "Executive" means George J. Taylor, Jr., including, where
appropriate according to the context of the Plan, those Beneficiaries who may
become eligible to receive a benefit under the Plan.

      1.9   "Normal Retirement Date" means age sixty-five (65).

      1.10  "Permanent Disability" means a determination by the Employer's
long-term disability insurance carrier that Executive is permanently disabled.

      1.11  "Plan" means the Farmstead Telephone Group, Inc. Supplemental
Executive Retirement Plan, as amended from time to time.

      1.12  "Trust" means the trust fund established pursuant to the Plan.

      1.13  "Trustee" means the trustee named in the agreement establishing the
Trust and such successor and/or additional trustees as may be named pursuant to
the terms of the agreement establishing the Trust.


                                   Article II

                         Eligibility and Participation
                         -----------------------------

      Executive shall be eligible to participate in the Plan on the Effective
Date.


                                  Article III

                                   Benefits
                                   --------

      At retirement, Executive shall be entitled to receive for fifteen (15)
years an annual benefit equal to one-third (1/3) of the average of his three
years of Base Salary earned immediately prior to his termination of employment,
but in any event not less than one hundred thousand dollars ($100,000). Payment
of Executive's Benefit shall commence on the earlier of Executive's death,
termination as the result of a permanent disability or attainment of his Normal
Retirement Date.


                                   Article IV

                            Entitlement to Benefits
                            -----------------------

      4.1   Termination of Employment. If Executive terminates employment with
the Employer for any reason, Executive's Benefit shall be calculated according
to the provisions of Article III and distributed according to the provisions of
Article V.

<PAGE> 2

      4.2   Change of Control. If a Change of Control (as defined in the
Employment Agreement) occurs, Executive's Benefit shall be valued and payable
according to the provisions of Articles III and V.

      4.3   Re-employment of Recipient. If Executive is receiving installment
distributions pursuant to Section 5.2 and is re-employed by the Employer, the
remaining distributions due to Executive shall not be suspended.


                                   Article V

                           Distribution of Benefits
                           ------------------------

      5.1   Amount. Executive (or his Beneficiary) shall become entitled to
receive, on or about the date of his termination of employment with the
Employer, a distribution in an aggregate amount equal to Executive's annual
Benefit. Any payment due hereunder that is not paid by the Trust will be paid
by the Employer from its general assets.

      5.2   Method of Payment.

            (a)   Cash Payments. All payments under the Plan shall be made in
                  cash.

            (b)   Timing and Manner of Payment. In the case of distributions to
                  Executive or his Beneficiary by virtue of an entitlement
                  pursuant to a Change in Control as provided in Section 4.2,
                  an aggregate amount sufficient to fund Executive's unpaid
                  current Benefit plus future Benefit will be transferred by
                  the Employer to the Trust in a lump sum. In the event
                  Executive becomes entitled to benefits pursuant to
                  termination of employment as provided in Section 4.1,
                  Executive's Benefit will be paid by the Trust or the
                  Employer, as provided by Section 5.1, in equal monthly
                  installments made over a fifteen (15) year period.

      5.3   Death Benefits. If Executive dies before his Normal Retirement Date
or before the completion of payments to the Executive hereunder, the entire
value of Executive's Benefit shall be paid, as provided in Section 5.2, to the
person or persons designated in accordance with Section 6.1. Provided, however,
that Beneficiary may elect to have Executive's Aggregate Benefit paid in a lump
sum.

      5.4   Excess Benefit. Employer may cause the Trust to be funded with an
insurance policy on Executive's life or such other assets as the Employer and
Trustee agree. In the event that the value of Trust assets, whether or not the
proceeds of any life insurance policy on Executive's life, exceed Executive's
Benefit, such assets shall revert to the Employer.

<PAGE> 3

                                   Article VI

                        Beneficiaries; Participant Data
                        -------------------------------

      6.1   Designation of Beneficiaries. Executive from time to time may
designate any person or persons (who may be named contingently or successively)
to receive such benefits as may be payable under the Plan upon or after
Executive's death, and such designation may be changed from time to time by
Executive by filing a new designation. Each designation will revoke all prior
designations by Executive, shall be in a form prescribed by the Employer, and
will be effective only when filed in writing with the Employer during the
Executive's lifetime.

      In the absence of a valid Beneficiary designation, or if, at the time any
benefit payment is due to a Beneficiary, there is no living Beneficiary validly
named by the Executive, the Employer shall pay any such benefit payment to the
Executive's spouse, if then living, but otherwise to the Executive's then
living descendants, if any, per stirpes, but, if none, to the Executive's
estate. In determining the existence or identity of anyone entitled to a
benefit payment, the Employer may rely conclusively upon information supplied
by the Executive's personal representative, executor, or administrator. If a
question arises as to the existence or identity of anyone entitled to receive a
benefit payment as aforesaid, or if a dispute arises with respect to any such
payment, then, notwithstanding the foregoing, the Employer, in its sole
discretion, may distribute such payment to the Executive's estate without
liability for any tax or other consequences that might flow therefrom or may
take such other action as the Employer deems to be appropriate.

      6.2   Information to be Furnished by Executive and Beneficiaries;
Inability to Locate Participants or Beneficiaries. Any communication,
statement, or notice addressed to Executive or to a Beneficiary at his last
post office address as shown on the Employer's records shall be binding on the
Executive or Beneficiary for all purposes of the Plan. The Employer shall not
be obliged to search for Executive or Beneficiary beyond the sending of a
registered letter to such last known address. If the Employer notifies
Executive or Beneficiary that he is entitled to an amount under the Plan and
Executive or Beneficiary fails to claim such amount or make his location known
to the Employer within three (3) years thereafter, then, except as otherwise
required by law, if the location of one or more of the next of kin of Executive
is known to the Employer, the Employer may direct distribution of such amount
to any one or more or all of such next of kin, in such proportions as the
Employer determines. If the location of none of the foregoing persons can be
determined, the Employer shall have the right to direct that the amount payable
shall be deemed to be a forfeiture, except that the dollar amount of the
forfeiture, unadjusted for deemed gains or losses in the interim, shall be paid
by the Employer if a claim for the benefit subsequently is made by the
Executive or the Beneficiary to whom it was payable. If a benefit payable to an
unlocated Executive or Beneficiary is subject to escheat pursuant to applicable
state law, the Employer shall not be liable to any person for any payment made
in accordance with such law.

<PAGE> 4

                                  Article VII

                                   The Trust
                                   ---------

      The Employer shall establish the Trust with the Trustee, pursuant to such
terms and conditions as are set forth in the Trust Agreement to be entered into
between the Employer and the Trustee. The Trust is intended to be treated as a
grantor trust under the Code, and the establishment of the Trust is not
intended to cause Executive to realize current income on amounts contributed
thereto, and the Trust shall be so interpreted. The Employer shall contribute a
minimum annual amount of fifty thousand dollars ($50,000) to the Trust until
Executive's Benefit commences.


                                  Article VIII

                                Administration
                                --------------

      8.1   Administrative Authority. Except as otherwise specifically provided
herein, the Employer shall have the sole responsibility for and the sole
control of the operation and administration of the Plan and shall have the
power and authority to take all action and to make all decisions and
interpretations that may be necessary or appropriate in order to administer and
operate the Plan, including, without limiting the generality of the foregoing,
the power, duty and responsibility to:

      (a)   Resolve and determine all disputes or questions arising under the
            Plan, including the power to determine the rights of Executive and
            Beneficiaries, and their respective benefits, and to remedy any
            ambiguities, inconsistencies, or omissions in the Plan.

      (b)   Adopt such rules of procedure and regulations as in its opinion may
            be necessary for the proper and efficient administration of the
            Plan and as are consistent with the Plan.

      (c)   Implement the Plan in accordance with its terms and the rules and
            regulations adopted as above.

      (d)   Make determinations concerning the crediting and distribution of
            Plan Accounts.

      (e)   Appoint any persons or firms, or otherwise act to secure
            specialized advice or assistance, as it deems necessary or
            desirable in connection with the administration and operation of
            the Plan, and the Employer shall be entitled to rely conclusively
            upon, and shall be fully protected in any action or omission taken
            by it in good faith reliance upon, the advice or opinion of such
            firms or persons. The Employer shall have the power and authority
            to delegate from time to time by written instrument all or any part
            of its duties, 

<PAGE> 5

            powers, or responsibilities under the Plan, both ministerial and 
            discretionary, as it deems appropriate, to any person or committee,
            and in the same manner to revoke any such delegation of duties, 
            powers, or responsibilities. Any action of such person or committee
            in the exercise of such delegated duties, powers, or 
            responsibilities shall have the same force and effect for all 
            purposes hereunder as if such action had been taken by the
            Employer. Further, the Employer may authorize one or more persons
            to execute any certificate or document on behalf of the Employer,
            in which event any person notified by the Employer of such
            authorization shall be entitled to accept and conclusively rely
            upon such certificate or document executed by such person as
            representing action by the Employer until such third person shall
            have been notified of the revocation of such authority.

      8.2   Mutual Exclusion of Responsibility. Neither the Trustee nor the
Employer shall be obliged to inquire into or be responsible for any act or
failure to act, or the authority therefor, on the part of the other.

      8.3   Uniformity of Discretionary Acts. Whenever in the administration or
operation of the Plan discretionary actions by the Employer are required or
permitted, such actions shall be consistently and uniformly applied to all
persons similarly situated, and no such action shall be taken that shall
discriminate in favor of any particular person or group of persons.

      8.4   Litigation. Except as may be otherwise required by law, in any
action or judicial proceeding affecting the Plan, neither Executive nor
Beneficiary shall be entitled to any notice or service of process, and any
final judgment entered in such action shall be binding on all persons
interested in, or claiming under, the Plan.

      8.5   Payment of Administration Expenses. All expenses incurred in the
administration and operation of the Plan and the Trust, including any taxes
payable by the Employer in respect of the Plan or Trust or payable by or from
the Trust pursuant to its terms, shall be paid by the Employer.


                                   Article IX

                                   Amendment
                                   ---------

      9.1   Right to Amend. The Employer, by written instrument executed by the
Employer, shall have the right to amend the Plan, at any time and with respect
to any provisions hereof, and all parties hereto or claiming any interest
hereunder shall be bound by such amendment; provided, however, that no such
amendment shall deprive Executive or a Beneficiary of a right accrued hereunder
prior to the date of the amendment.

<PAGE> 6

      9.2   Amendments to Ensure Proper Characterization of Plan.
Notwithstanding the provisions of Section 9.1, the Plan and the Trust Agreement
may be amended by the Employer at any time, retroactively if required, if found
necessary, in the opinion of the Employer, in order to ensure that the Plan is
characterized as an "excess benefit" plan as described under ERISA Section
3(36) and to conform the Plan to the provisions and requirements of any
applicable law (including ERISA and the Code). No such amendment shall be
considered prejudicial to any interest of Executive or a Beneficiary hereunder.


                                   Article X

                                 Miscellaneous
                                 -------------

      10.1  Limitations on Liability of Employer. Neither the establishment of
the Plan or any modification thereof, nor the creation of any account under the
Plan, nor the payment of any benefits under the Plan shall be construed as
giving to Executive or any other person any legal or equitable right against
the Employer, or any officer or employer thereof except as provided by law or
by any Plan provision. In no event shall the Employer, or any successor,
employee, officer, director, or stockholder of the Employer, be liable to
Executive on account of any claim arising by reason of the provisions of the
Plan or of any instrument or instruments implementing its provisions, or for
the failure of Executive, Beneficiary, or other person to be entitled to any
particular tax consequences with respect to the Plan, or any credit or
distribution hereunder.

      10.2  Construction. If any provision of the Plan is held to be illegal or
void, such illegality or invalidity shall not affect the remaining provisions
of the Plan, but shall be fully severable, and the Plan shall be construed and
enforced as if said illegal or invalid provision had never been inserted
herein. For all purposes of the Plan, where the context admits, the singular
shall include the plural, and the plural shall include the singular. Headings
of Articles and Sections herein are inserted only for convenience of reference
and are not to be considered in the construction of the Plan. The laws of the
State of Connecticut shall govern, control, and determine all questions of law
arising with respect to the Plan and the interpretation and validity of its
respective provisions, except where those laws are preempted by the laws of the
United States. Participation under the Plan will not give Executive the right
to be retained in the service of the Employer nor any right or claim to any
benefit under the Plan unless such right or claim has specifically accrued
hereunder.

      The Plan is intended to be and at all times shall be interpreted and
administered so as to qualify as an unfunded deferred compensation plan, and no
provision of the Plan shall be interpreted so as to give any individual any
right in any assets of the Employer, which right is greater than the rights of
a general unsecured creditor of the Employer.

<PAGE> 7

      10.3  Spendthrift Provision. No amount payable to Executive or a
Beneficiary under the Plan will, except as otherwise specifically provided by
law, be subject in any manner to anticipation, alienation, attachment,
garnishment, sale, transfer, assignment (either at law or in equity), levy,
execution, pledge, encumbrance, charge, or any other legal or equitable
process, and any attempt to do so will be void; nor will any benefit be in any
manner liable for or subject to the debts, contracts, liabilities, engagements,
or torts of the person entitled thereto. Further, the withholding of taxes from
Plan benefit payments; the recovery under the Plan of overpayments of benefits
previously made to Executive or Beneficiary; if applicable, the transfer of
benefit payments to an account in a banking institution (if not actually part
of an arrangement constituting an assignment or alienation) shall not be
construed as an assignment or alienation.

      In the event that Executive's or Beneficiary's benefits hereunder are
garnished or attached by order of any court, the Employer may bring an action
or a declaratory judgment in a court of competent jurisdiction to determine the
proper recipient of the benefits to be paid under the Plan. During the pendency
of said action, any benefits that become payable shall be held as credits to
Executive's or Beneficiary's Account or, if the Employer prefers, paid into the
court as they become payable, to be distributed by the court to the recipient
as the court deems proper a the close of said action.

      IN WITNESS WHEREOF, this Employer has caused the Plan to be executed and
its seal to be affixed hereto, effective as of the 1st day of January, 1998.


ATTEST/WITNESS                          FARMSTEAD TELEPHONE GROUP, INC.

____________________________________    By: __________________________________

Print Name: ________________________    Print Name: __________________________

                                        Date: ________________________________


[SEAL]


<PAGE> 8

                I. Designation of Death Benefit Beneficiary/ies

      I hereby revoke any prior designations of death benefit beneficiary/ies
under the Plan, and I hereby designate the following beneficiary/ies to receive
any benefit payable on account of my death under the Plan, subject to my right
to change this designation and subject to the terms of the Plan.

A.    Primary Beneficiary/ies

<TABLE>

  <S>                   <C>                <C>             <C>        <C>
   Name, Address,       Relationship to     Percent of     Date of    Social Security
  Telephone Number        Participant      Plan Account     Birth         Number
--------------------    ---------------    ------------    -------    ---------------
</TABLE>


B.    Contingent Beneficiary/ies (Will receive indicated portions of Plan
      benefit if no Primary Beneficiary/ies survive the Participant)

<TABLE>

  <S>                   <C>                <C>             <C>         <C>
   Name, Address,       Relationship to     Percent of     Date of     Social Security
  Telephone Number        Participant      Plan Account     Birth         Number
--------------------    ---------------    ------------    --------    ---------------

</TABLE>




--------------------------------        ------------------------------------
Date                                    George J. Taylor, Jr.

<PAGE> 9