Exhibit 10.2

                                        November 26, 1997


George J. Taylor, Jr.
President
FTG Venture Corporation
22 Prestige Park Circle
East Hartford, CT 06108

Allan W. Anger, Jr.
Farmstead Asset Management Services, LLC
11 Colonial Drive
Lot 1, Block 460-C
Centennial Corporate Park
Piscataway, NJ 08854

Allan W. Anger, Jr.
Member
FAMS, L.L.C.
Lot 1, Block 460-C
Centennial Corporate Park
Piscataway, NJ 08854


      Re:   Purchase and Sale Agreement dated the 1st day of December, 1997 and
            effective October 1, 1997, by and among Farmstead Telephone Group,
            Inc. and FTG Venture Corporation, and FAMS, LLC and Farmstead Asset
            Management Services, LLC

Gentlemen:

      This Letter Agreement sets forth the understanding and agreement of all
of the signatories hereto with respect to certain amendments agreed to by all
of the parties to that certain Purchase and Sale Agreement (the "Purchase
Agreement") dated the 1st day of December, 1997 and effective the 1st day of
October, 1997, by and among Farmstead Telephone Group, Inc. ("FTG") and FTG
Venture Corporation ("FVC"), and FAMS, LLC ("FAMS") and Farmstead Asset
Management Services, LLC (the "Company"). All of the parties hereto agree as
follows:

      The Purchase Agreement is hereby amended as follows:

      1.    Section 1.6 is hereby amended by deleting from the first sentence
            the words "Ninety-One Thousand Dollars ($91,000)" and replacing
            them with the words "Forty-Five Thousand Dollars ($45,000)."

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      2.    Section 1.6 is hereby amended by deleting from the last sentence
            the words "April 15, 1999" and replacing them with the words "March
            31, 2003."

      3.    Section 1.6 is hereby amended by adding a new sentence immediately
            after the last sentence to read as follows:

                  "In the event that amounts of principal and interest remain
            due and unpaid to FTG under the Note on and after March 31, 2003 ,
            Buyer shall obtain an extension of the Letter of Credit until all
            of Buyer's obligations for payment of principal and interest due
            under the Note are paid in full, and notwithstanding anything to
            the contrary contained in this Agreement, the Note, the Guaranty
            and the Security Agreements, the failure of Buyer to extend the
            Letter of Credit under the foregoing circumstances shall be deemed
            an Event of Default, as defined under the Note, and a material
            breach of this Agreement."

      4.    A new Section 1.8 is hereby added which reads as follows:

            1.8   Pallet Racking. The Company hereby transfers, conveys and
                  assigns all of its right, title and interest in and to
                  one-half of that certain Pallet Racking (the "Racking") more
                  particularly described in Schedule A.6 at page 6, SYS No.
                  000259 attached hereto as Exhibit A, and is carried on the
                  books of the Company at a Net Book Value of $19,184.58 as of
                  September 30, 1997.

      5.    A new Section 1.9 is hereby added to read as follows:

            1.9   Excluded Receivable. The Company hereby transfers, conveys
                  and assigns to FTG all of its right, title and interest in
                  and to that certain account receivable of the Company payable
                  by World Services International (the "Excluded Receivable")
                  more particularly described in Schedule A.1 at page 1
                  attached hereto as Exhibit B together with all proceeds
                  thereof, which Excluded Receivable shall not be considered an
                  asset of the Company for the purposes of the Purchase
                  Agreement.

      6.    A new Section 1.10 is hereby added to read as follows:

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            1.10  FTG Credit. The Company hereby grants to FTG a credit in the
                  amount of Fifteen Thousand Two Hundred Seventy-Nine and
                  26/100 Dollars ($15,279.26) on future purchases made by FTG
                  from the Company (the "FTG Credit"), which FTG Credit shall
                  be utilized by FTG, in its sole discretion, in lieu of
                  payment on purchases of inventory and/or fixed assets that
                  the Company shall make available for sale to FTG priced at
                  the lower of the Company's cost of the inventory and/or fixed
                  assets or the book value as reflected on the books of the
                  Company as of the date of the purchase by FTG. The FTG
                  Credit, as adjusted to account for purchases made by FTG,
                  shall be carried on the books of the Company as a liability
                  of the Company until such time as FTG has fully utilized the
                  FTG Credit by purchasing inventory of the Company.

      7.    A new Section 6.7 is hereby added to read as follows:

            6.7   Delivery of Racking. No later than the first to occur of (i)
                  the date upon which the Company moves its offices at the
                  Premises, or (ii) the effective date of any lease entered
                  into by the Buyer with the Landlord to continue to occupy the
                  Premises or any portion of the Premises on or after April 1,
                  1998, the Company shall deliver to FTG, at FTG's expense, the
                  Racking at a location designated by FTG.

      8.    Schedule A.1 at page 1 is hereby amended by deleting the line item
            entitled "World Services International" and all accounting entries
            associated therewith as indicated on the attached Exhibit B.

      If the above reflects your understanding of the agreed upon amendments to
the Purchase Agreement, please sign this Letter Agreement in the spaces
provided for you below, which signature, together with those of the other
parties hereto, shall bind all of the parties hereto to the amendments to the
Purchase Agreement set forth herein.

                                        Sincerely,

                                        FARMSTEAD TELEPHONE GROUP, INC.

                                        /s/ Robert G. LaVigne
                                        -------------------------------------
                                        Robert G. LaVigne
                                        Secretary
                                        Duly Authorized

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AGREED AND ACCEPTED:


s/s Robert G. LaVigne
---------------------------------------
Robert G. LaVigne
Secretary
FTG Venture Corporation


s/s Allan W. Anger, Jr.
---------------------------------------
Allan W. Anger, Jr.
Duly Authorized Member of FAMS, LLC
On behalf of
Farmstead Asset Management Service, LLC


s/s Allan W. Anger, Jr.
---------------------------------------
Allan W. Anger, Jr.
Member
FAMS, LLC

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