FARMSTEAD TELEPHONE GROUP INC
EXHIBIT 10(B)
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>far2-10b.txt
<DESCRIPTION>EXHIBIT 10(B)
<TEXT>

                                                              Exhibit 10(b)

FIRST UNION [LOGO]

                         FIRST AMENDED AND RESTATED
                               PROMISSORY NOTE

$4,000,000.00                                                  June 4, 2002

Farmstead Telephone Group, Inc.
22 Prestige Park Circle
East Hartford, Connecticut 06108
(Individually and collectively "Borrower")

Wachovia Bank, National Association
(f/k/a First Union National Bank)
300 Main Street
Stamford, Connecticut 06904
(Hereinafter referred to as "Bank")

Borrower promises to pay to the order of Bank, in lawful money of the
United States of America, at its office indicated above or wherever else
Bank may specify, the sum of Four Million and No/100 Dollars
($4,000,000.00) or such sum as may be advanced and outstanding from time to
time, with interest on the unpaid principal balance at the rate and on the
terms provided in this Promissory Note (including all renewals, extensions
or modifications hereof, this "Note").

SECURITY. Borrower has granted Bank a security interest in the collateral
described in the Loan Documents, including, but not limited to, personal
property collateral described in that certain Security Agreement of even
date herewith.

INTEREST RATE. Interest shall accrue on the unpaid principal balance of
this Note from the date hereof at the LIBOR Market Index Rate plus 3.0%, as
that rate may change from day to day in accordance with changes in the
LIBOR Market Index Rate ("Interest Rate"). "LIBOR Market Index Rate", for
any day, is the rate for 1 month U.S. dollar deposits as reported on
Telerate page 3750 as of 11:00 a.m., London time, on such day, or if such
day is not a London business day, then the immediately preceding London
business day (or if not so reported, then as determined by Bank from
another recognized source or interbank quotation).

DEFAULT RATE. In addition to all other rights contained in this Note, if a
Default (as defined herein) occurs and as long as a Default continues, all
outstanding Obligations shall bear interest at the Interest Rate plus 3%
("Default Rate"). The Default Rate shall also apply from acceleration until
the Obligations or any judgment thereon is paid in full.

INTEREST AND FEE(S) COMPUTATION (ACTUAL/360). Interest and fees, if any,
shall be computed on the basis of a 360-day year for the actual number of
days in the applicable period ("Actual/360 Computation"). The Actual/360
Computation determines the annual effective interest yield by taking the
stated (nominal) rate for a year's period and then dividing said rate by
360 to determine the daily periodic rate to be applied for each day in the
applicable period. Application of the Actual/360 Computation produces an
annualized effective rate exceeding the nominal rate.

OPTIONAL HEDGE. Borrower shall have the option to hedge the floating
interest expense on up to $2,500,000.00 of permanent borrowings by
converting the interest rate on these borrowings to 30 day LIBOR plus 2.50%
and entering into an interest rate swap (the "Swap") with the Bank (or
other counterparty acceptable to Bank) contemporaneously with the closing
of the loan, pursuant to which Borrower shall receive the amount necessary
to pay the interest expense due under the loan (exclusive of default
interest or other adjustments provided for in the loan documents) and shall
pay the amount that


<PAGE>  1


would be equal to the interest that would accrue on the loan at a fixed
rate. Bank is willing to provide this Swap to Borrower upon mutually
agreeable terms. The actual rate is subject to market conditions at the
time the Swap is consummated. The Swap will be governed by an ISDA Master
Agreement and shall be secured by the Collateral described herein.

REPAYMENT TERMS. This Note shall be due and payable in consecutive monthly
payments of accrued interest only, commencing on July 1, 2002, and
continuing on the same day of each month thereafter until fully paid. In
any event, all principal and accrued interest shall be due and payable on
September 30, 2002.

Bank may (but shall not be obligated to) receive payments due hereunder by
direct debit from Borrower's account with Bank being account number DDA 207
996 000 1644 (Routing No. 021101108).

AVAILABILITY FEE. Borrower shall pay to Bank quarterly an availability fee
equal to 0.25% per annum on the average daily unused principal amount
available under the Note for the preceding calendar quarter or portion
thereof, commencing on December 26, 2000 and continuing on the same day of
each quarterly anniversary thereafter, with a final payment due and payable
on the date that all principal and accrued interest is paid in full.

APPLICATION OF PAYMENTS. Monies received by Bank from any source for
application toward payment of the Obligations shall be applied to accrued
interest and then to principal. If a Default occurs, monies may be applied
to the Obligations in any manner or order deemed appropriate by Bank.

If any payment received by Bank under this Note or other Loan Documents is
rescinded, avoided or for any reason returned by Bank because of any
adverse claim or threatened action, the returned payment shall remain
payable as an obligation of all persons liable under this Note or other
Loan Documents as though such payment had not been made.

DEFINITIONS. Loan Documents. The term "Loan Documents" used in this Note
and the other Loan Documents refers to all documents executed in connection
with or related to the loan evidenced by this Note and any prior notes
which evidence all or any portion of the loan evidenced by this Note, and
any letters of credit issued pursuant to any loan agreement to which this
Note is subject, any applications for such letters of credit and any other
documents executed in connection therewith or related thereto, and may
include, without limitation, a commitment letter that survives closing, a
loan agreement, this Note, guaranty agreements, security agreements,
security instruments, financing statements, mortgage instruments, any
renewals or modifications, whenever any of the foregoing are executed, but
does not include swap agreements (as defined in 11 U.S.C. [SECTION] 101).
Obligations. The term "Obligations" used in this Note refers to any and all
indebtedness and other obligations under this Note, all other obligations
under any other Loan Document(s), and all obligations under any swap
agreements (as defined in 11 U.S.C. [SECTION] 101) between Borrower and Bank
whenever executed. Certain Other Terms. All terms that are used but not
otherwise defined in any of the Loan Documents shall have the definitions
provided in the Uniform Commercial Code.

LATE CHARGE. If any payments are not timely made, Borrower shall also pay
to Bank a late charge equal to 5% of each payment past due for 10 or more
days.

Acceptance by Bank of any late payment without an accompanying late charge
shall not be deemed a waiver of Bank's right to collect such late charge or
to collect a late charge for any subsequent late payment received.

ATTORNEYS' FEES AND OTHER COLLECTION COSTS. Borrower shall pay all of
Bank's reasonable expenses incurred to enforce or collect any of the
Obligations including, without limitation, reasonable arbitration,
paralegals', attorneys' and experts' fees and expenses, whether incurred
without the commencement of a suit, in any trial, arbitration, or
administrative proceeding, or in any appellate or bankruptcy proceeding.


<PAGE>  2


USURY. If at any time the effective interest rate under this Note would,
but for this paragraph, exceed the maximum lawful rate, the effective
interest rate under this Note shall be the maximum lawful rate, and any
amount received by Bank in excess of such rate shall be applied to
principal and then to fees and expenses, or, if no such amounts are owing,
returned to Borrower.

DEFAULT. If any of the following occurs, a default ("Default") under this
Note shall exist: Nonpayment; Nonperformance. The failure of timely payment
or performance of the Obligations or Default under this Note or any other
Loan Documents. False Warranty. A warranty or representation made or deemed
made in the Loan Documents or furnished Bank in connection with the loan
evidenced by this Note proves materially false, or if of a continuing
nature, becomes materially false. Cross Default. At Bank's option, any
default in payment or performance of any obligation under any other loans,
contracts or agreements of Borrower, any Subsidiary or Affiliate of
Borrower, any general partner of or the holder(s) of the majority ownership
interests of Borrower with Bank or its affiliates ("Affiliate" shall have
the meaning as defined in 11 U.S.C. [SECTION] 101, except that the term
"Borrower" shall be substituted for the term "Debtor" therein; "Subsidiary"
shall mean any business in which Borrower holds, directly or indirectly, a
controlling interest). Cessation; Bankruptcy. The death of, appointment of
a guardian for, dissolution of, termination of existence of, loss of good
standing status (which is not remedied within 30 days) by, appointment of a
receiver for, assignment for the benefit of creditors of, or commencement
of any bankruptcy or insolvency proceeding by or against Borrower, its
Subsidiaries or Affiliates, if any, or any general partner of or the
holder(s) of the majority ownership interests of Borrower, or any party to
the Loan Documents. Material Capital Structure or Business Alteration.
Without prior written consent of Bank, (i) a material alteration in the
kind or type of Borrower's business or that of Borrower's Subsidiaries, if
any; (ii) the sale of substantially all of the business or assets of
Borrower, any of Borrower's Subsidiaries or any guarantor, or a material
portion (10% or more) of such business or assets if such a sale is outside
the ordinary course of business of Borrower, or any of Borrower's
Subsidiaries or any guarantor, or more than 50% of the outstanding stock or
voting power of or in any such entity in a single transaction or a series
of transactions; (iii) the acquisition of substantially all of the business
or assets or more than 50% of the outstanding stock or voting power of any
other entity; or (iv) should any Borrower or any of Borrower's Subsidiaries
or any guarantor enter into any merger or consolidation.

REMEDIES UPON DEFAULT. If a Default occurs under this Note or any Loan
Documents, Bank may at any time thereafter, take the following actions:
Bank Lien. Foreclose its security interest or lien against Borrower's
accounts without notice. Acceleration Upon Default. Accelerate the maturity
of this Note and, at Bank's option, any or all other Obligations, whereupon
this Note and the accelerated Obligations shall be immediately due and
payable. Cumulative. Exercise any rights and remedies as provided under the
Note and other Loan Documents, or as provided by law or equity.

FINANCIAL AND OTHER INFORMATION. Borrower shall deliver to Bank such
information as is required from time to time under the Loan Agreement
between Bank and Debtor of even date as Bank may reasonably request from
time to time, including without limitation, financial statements and
information pertaining to Borrower's financial condition. Such information
shall be true, complete, and accurate.

LINE OF CREDIT ADVANCES. Borrower may borrow, repay and reborrow, and Bank
may advance and readvance under this Note respectively from time to time
until the maturity hereof (each an "Advance" and together the "Advances"),
so long as the total principal balance outstanding under this Note at any
one time does not exceed the principal amount stated on the face of this
Note, subject to the limitations described in any loan agreement to which
this Note is subject. Bank's obligation to make Advances under this Note
shall terminate if Borrower is in Default. As of the date of each proposed
Advance, Borrower shall be deemed to represent that each representation
made in the Loan Documents is true as of such date.

If Borrower subscribes to Bank's cash management services and such services
are applicable to this line of credit, the terms of such service shall
control the manner in which funds are transferred between the applicable
demand deposit account and the line of credit for credit or debit to the
line of credit.


<PAGE>  3


WAIVERS AND AMENDMENTS. No waivers, amendments or modifications of this
Note and other Loan Documents shall be valid unless in writing and signed
by an officer of Bank. No waiver by Bank of any Default shall operate as a
waiver of any other Default or the same Default on a future occasion.
Neither the failure nor any delay on the part of Bank in exercising any
right, power, or remedy under this Note and other Loan Documents shall
operate as a waiver thereof, nor shall a single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or remedy.

Each Borrower or any person liable under this Note waives presentment,
protest, notice of dishonor, demand for payment, notice of intention to
accelerate maturity, notice of acceleration of maturity, notice of sale and
all other notices of any kind. Further, each agrees that Bank may extend,
modify or renew this Note or make a novation of the loan evidenced by this
Note for any period, and grant any releases, compromises or indulgences
with respect to any collateral securing this Note, or with respect to any
other Borrower or any other person liable under this Note or other Loan
Documents, all without notice to or consent of each Borrower or each person
who may be liable under this Note or any other Loan Document and without
affecting the liability of Borrower or any person who may be liable under
this Note or any other Loan Document.

MISCELLANEOUS PROVISIONS. Assignment. This Note and the other Loan
Documents shall inure to the benefit of and be binding upon the parties and
their respective heirs, legal representatives, successors and assigns.
Bank's interests in and rights under this Note and the other Loan Documents
are freely assignable, in whole or in part, by Bank. In addition, nothing
in this Note or any of the other Loan Documents shall prohibit Bank from
pledging or assigning this Note or any of the other Loan Documents or any
interest therein to any Federal Reserve Bank. Borrower shall not assign its
rights and interest hereunder without the prior written consent of Bank,
and any attempt by Borrower to assign without Bank's prior written consent
is null and void. Any assignment shall not release Borrower from the
Obligations. Applicable Law; Conflict Between Documents. This Note and,
unless otherwise provided in any other Loan Document, the other Loan
Documents shall be governed by and construed under the laws of the state
named in Bank's address shown above without regard to that state's conflict
of laws principles. If the terms of this Note should conflict with the
terms of any loan agreement or any commitment letter that survives closing,
the terms of this Note shall control. Borrower's Accounts. Except as
prohibited by law, Borrower grants Bank a security interest in all of
Borrower's accounts with Bank and any of its affiliates. Jurisdiction.
Borrower irrevocably agrees to non-exclusive personal jurisdiction in the
state named in Bank's address shown above. Severability. If any provision
of this Note or of the other Loan Documents shall be prohibited or invalid
under applicable law, such provision shall be ineffective but only to the
extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Note or
other such document. Notices. Any notices to Borrower shall be sufficiently
given, if in writing and mailed or delivered to the Borrower's address
shown above or such other address as provided hereunder, and to Bank, if in
writing and mailed or delivered to Bank's office address shown above or
such other address as Bank may specify in writing from time to time. In the
event that Borrower changes Borrower's address at any time prior to the
date the Obligations are paid in full, Borrower agrees to promptly give
written notice of said change of address by registered or certified mail,
return receipt requested, all charges prepaid. Plural; Captions. All
references in the Loan Documents to Borrower, guarantor, person, document
or other nouns of reference mean both the singular and plural form, as the
case may be, and the term "person" shall mean any individual, person or
entity. The captions contained in the Loan Documents are inserted for
convenience only and shall not affect the meaning or interpretation of the
Loan Documents. Use of Proceeds. The proceeds of the loan(s) evidenced by
this Note shall be used for the commercial purposes of Borrower. Advances.
Bank may, in its sole discretion, make other advances which shall be deemed
to be advances under this Note, even though the stated principal amount of
this Note may be exceeded as a result thereof. Posting of Payments. All
payments received during normal banking hours after 2:00 p.m. local time at
the office of Bank first shown above shall be deemed received at the
opening of the next banking day. Joint and Several Obligations. Each person
who signs this Note as a Borrower (as defined herein) is jointly and
severally obligated. Fees and Taxes. Borrower shall promptly pay all
documentary, intangible recordation and/or similar taxes on this
transaction whether assessed at closing or arising from time to time.


<PAGE>  4


WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER
BY EXECUTION HEREOF AND BANK BY ACCEPTANCE HEREOF, KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS NOTE, THE LOAN DOCUMENTS OR ANY AGREEMENT CONTEMPLATED
TO BE EXECUTED IN CONNECTION WITH THIS NOTE, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY
PARTY WITH RESPECT HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT TO BANK
TO ACCEPT THIS NOTE.

BORROWER AND BANK AGREE THAT THEY SHALL NOT HAVE A REMEDY OF PUNITIVE OR
EXEMPLARY DAMAGES AGAINST THE OTHER IN ANY DISPUTE AND HEREBY WAIVE ANY
RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY HAVE NOW OR WHICH MAY
ARISE IN THE FUTURE IN CONNECTION WITH ANY DISPUTE WHETHER THE DISPUTE IS
RESOLVED BY ARBITRATION OR JUDICIALLY.

CONNECTICUT PREJUDGMENT REMEDY WAIVER. EACH BORROWER ACKNOWLEDGES THAT THE
TRANSACTIONS REPRESENTED BY THIS NOTE ARE COMMERCIAL TRANSACTIONS AND
HEREBY VOLUNTARILY AND KNOWINGLY WAIVES ANY RIGHTS TO NOTICE OF AND HEARING
ON PREJUDGMENT REMEDIES UNDER CHAPTER 903A OF THE CONNECTICUT GENERAL
STATUTES OR OTHER STATUTES AFFECTING PREJUDGMENT REMEDIES, AND AUTHORIZES
THE BANK'S ATTORNEY TO ISSUE A WRIT FOR A PREJUDGMENT REMEDY WITHOUT COURT
ORDER, PROVIDED THE COMPLAINT SHALL SET FORTH A COPY OF THIS WAIVER.

PRIOR NOTE.  Borrower previously executed and delivered to the Payee that
certain Promissory Note dated September 27, 2000 in the original principal
amount of $8,000,000 (the "Prior Note"). The indebtedness of the Borrower
evidenced by the Prior Note remains outstanding as of the date hereof, and
this First Amended and Restated Promissory Note: (i) reevidences the
indebtedness evidenced by the Prior Note and (ii) is given in substitution
for, and not in payment of the Prior Note.

IN WITNESS WHEREOF, Borrower, on the day and year first above written, has
caused this Note to be executed under seal.

PLACE OF EXECUTION AND DELIVERY. Borrower hereby certifies that this Note
and the Loan Documents were executed in the State of Connecticut and
delivered to Bank in the State of Connecticut.

                             Farmstead Telephone Group, Inc.
                             Taxpayer Identification Number: 06-1205743


                             By: /s/ Robert G. LaVigne (SEAL)
                                 ---------------------
                                 Robert G. LaVigne, Executive Vice President
                                 and Chief Financial Officer


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