THIS
      NOTE
      HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE
      SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS SO
      REGISTERED OR AN EXEMPTION FROM REGISTRATION UNDER SAID ACT AND LAWS IS
      AVAILABLE. 

    


    RED
      MOON,
      INC.

    


    6%
      CONVERTIBLE NOTE


    


    
      	$300,000.00	
              January
                22, 2008

            


    

     

    Red
      Moon,
      Inc., a Delaware corporation (the "Company"), for value received hereby promises
      to pay to Zoom Technologies, Inc. (such person or any permitted transferee,
      the
      "Holder"), the principal sum of Three Hundred Thousand Dollars ($300,000) on
      the
      Maturity Date (as defined below) together with simple interest on the principal
      amount outstanding at the rate of six percent (6%) per annum, which interest
      shall be calculated on the basis of actual days elapsed and a 360-day year.
      Interest accrued on the outstanding principal amount shall be payable quarterly
      to the Holder within seven (7) days after each December 31, March 31, June
      30
      and September 30, commencing on June 30, 2008. This Note is issued by the
      Company pursuant to a Convertible Note Purchase Agreement of even date herewith
      by and among the Company and the original holder of this Note (the “Purchase
      Agreement”). Reference is made to the Purchase Agreement for a statement of
      certain additional rights and benefits to which the Holder is entitled. For
      purposes of this Note, “Maturity Date” shall mean the third annual anniversary
      of the date hereof. The obligations of the Company hereunder are secured by
      a
      first priority lien on certain equipment of the Company, as set forth in that
      certain Security Agreement, dated of even date hereof, and by and between the
      Company and the Holder.

    


    1. Payment
      Provisions.

    


    1.1 Payments
      on this Note.
      The
      Company shall make payments of principal of, and any interest on, this Note
      when
      due.

    


    1.2 Prepayment
      of Principal.
      The
      principal indebtedness represented by this Note may be prepaid in whole or
      in
      part at any time and from time to time, without premium, at the option of the
      Company without the consent of the Holder hereof.

    


    2. Default.
      The
      entire unpaid principal of this Note, together with all accrued and unpaid
      interest on the original principal amount, shall become and be immediately
      due
      and payable upon written demand of the Holder, without any other notice or
      demand of any kind or any presentment or protest, if any one of the following
      events (an "Event of Default") shall occur and be continuing at the time of
      such
      demand, whether voluntarily or involuntarily, or, without limitation, occurring
      or brought about by operation of law or pursuant to or in compliance with any
      judgment, decree or order of any court or any order, rule or regulation of
      any
      governmental body:


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    2.1 Payment
      Defaults.
      If the
      Company shall fail to pay any installment of principal of or interest on this
      Note when due and such failure continues for ten (10) business
      days;

    


    2.2 Voluntary
      Reorganization, etc.
      If the
      Company (i) makes a general assignment for the benefit of creditors, (ii)
      applies for, consents to, acquiesces in, files a petition or an answer seeking,
      or admits (by answer, default or otherwise) the material allegations of a
      petition filed against it seeking the appointment of a trustee, receiver,
      liquidator, debtor in possession, or assignee in bankruptcy or insolvency of
      itself or of all or a substantial portion of its assets, or a reorganization,
      arrangement with creditors or other remedy, relief or adjudication available
      to
      or against a debtor under any bankruptcy or insolvency law or any law relating
      to relief of debtors, or (iii) admits in writing its inability to pay its debts
      generally as they become due; 

    


    2.3 Involuntary
      Reorganization, etc.
      If a
      decree, order or judgment shall have been entered adjudging the Company as
      bankrupt or insolvent, or appointing a receiver, liquidator, trustee, debtor
      in
      possession or assignee in bankruptcy or insolvency for it or for all or a
      substantial portion of its assets, or approving a petition seeking a
      reorganization, arrangement, or the winding up or liquidation of its affairs
      on
      the grounds of insolvency or nonpayment of debts, and such decree, order or
      judgment shall remain undischarged and unstayed for a period of 120 days; or
      if
      any substantial part of the property of the Company is sequestered or attached
      and shall not be returned to the possession of the Company or released from
      such
      attachment within 120 days; 

    


    2.4 Liquidation
      or Organic Transaction.
      If the
      Company voluntarily begins the process of liquidation, winding up or dissolving
      the Company (which events are not part of those set forth in Section 2.2 or
      2.3
      above) or consummates an Organic Transaction. For purposes of this Note, an
      Organic Transaction shall mean (i) the sale of all or substantially all of
      the
      stock or assets of the Company, (ii) the consummation of a merger or
      consolidation in which either the Company is not the surviving entity or a
      majority of the stockholders of the Company immediately prior to such merger
      or
      consolidation are no longer a majority of the stockholders of the Company after
      such merger or consolidation, or (iii) the consummation of an initial public
      offering by the Company that results in gross proceeds to the Company or its
      stockholders of at least $10,000,000 and a share price of at least $10.00 per
      share; 

    


    2.5 Failure
      to Deliver Financial Statements.
      If the
      Company fails to (i) deliver to the Holder audited financial reports within
      90
      days after the end of the Company’s fiscal year, prepared by an accounting firm
      reasonably acceptable to the Holder; (ii) deliver to the Holder quarterly
      unaudited financial reports within 40 days after the end of each of the
      Company’s first three fiscal quarters, reviewed by an accounting firm reasonably
      acceptable to the Holder; (iii) use its best efforts to deliver to the Holder
      monthly unaudited financial reports within 30 days after the end of each month
      and an annual budget and business plan 30 days prior to the beginning of a
      fiscal year. 


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    


    2.6 Subordination
      of Other Debt. This
      Note
      shall be senior to all long term liabilities of the Company and senior to all
      current liabilities of the Company over $11,000. Failure of the Company to
      deliver agreements from all holders of such debt of the Company acknowledging
      the priority of the Note to such debt and subordinating such debt to the Note
      shall be deemed an Event of Default. In addition, it shall be deemed an Event
      of
      Default if the Company shall incur any additional indebtedness without the
      prior
      written consent of the Holder, except for indebtedness in the ordinary course
      of
      business and in individual amounts not to exceed $50,000. It will be a condition
      to the purchase of the Note that the holders of all of the currently outstanding
      investor notes of the Company agree to freeze the accrual of interest under
      such
      notes as of January 1, 2008 and agree that from and after such date, no further
      interest will accrue or be payable under such notes beyond that which has
      accrued as of December 31, 2007, and failure to obtain or comply with such
      agreements shall be deemed an Event of Default.

    


    2.7 Interest
      after an Event of Default.
      From
      and after the date of an Event of Default and through the date on which the
      Holder is paid in full, the interest rate applicable to the amounts due
      hereunder shall be the higher of eighteen percent per annum (18%) or the highest
      rate allowable by law.

    


    2.8 Failure
      to Comply with Certain Covenants.
      If the
      Company fails to perform any of its obligations under Section 7.1 of that
      certain Option Agreement, dated as of even date hereof, and by and among the
      Company, the Holder and the “Holder” parties thereto.

     

    3. Conversion.
      

    


    3.1 
      Conversion.
      At any
      time that there are amounts outstanding under this Note, the Holder has the
      right, at its option, to convert the full outstanding aggregate principal amount
      of this Note and any like notes (collectively, the “Conversion Amount”) into
      fully paid and non-assessable shares of the Company’s Series A Preferred Stock
      (“Series A Stock). In order to exercise this conversion privilege, the Holder
      shall surrender this Note to the Company during normal business hours at the
      Company’s principal executive offices, accompanied by written notice in form
      reasonably satisfactory to the Company that the Holder elects to convert the
      Conversion Amount specified in such notice. As soon as practicable, the Company
      shall issue a stock certificate in the name of the Holder of this Note for
      the
      shares of Series A Stock issuable upon conversion. 

    


    3.2 Shares
      Issuable Upon Conversion. The
      number of shares of Series A Stock to be issued upon conversion shall be based
      on the Conversion Amount. If the Conversion Amount is equal to or greater than
      Five Hundred Thousand Dollars ($500,000) (the “Target Amount”), the Company
      shall issue the Holder shares of Series A Stock equal to twenty percent (20%)
      of
      the fully diluted capitalization of the Company at the time of issuance (the
      “Base Amount”). If the Conversion Amount is less than Five Hundred Thousand
      Dollars ($500,000), the shares of Series A Stock to be issued shall be equal
      to
      the Base Amount multiplied by a percentage determined by dividing the Conversion
      Amount by the Target Amount. 

    


    3.3 Fractional
      Shares.
      No
      fractional shares of Series A Stock, as applicable, shall be issued upon
      conversion of this Note but a cash payment will be made with respect to any
      fraction of a share which would otherwise be issued upon the surrender of this
      Note, or portion thereof, for conversion. 


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    3.4 Accrued
      Interest.
      Upon
      conversion of this Note, the Company shall not be required to pay any accrued
      but unpaid interest on the amount so converted up to the date that this Note
      is
      converted into Series A Stock.

    


    3.5 Rights
      upon issuance of Stock.
      Upon
      conversion of any portion of this Note, the parties agree that they will use
      good faith efforts to negotiate and execute all documentation reasonably
      requested by Holder. It is agreed and acknowledged that the parties will use
      the
      National Venture Capital Association (“NVCA”) forms as the basis for any
      document for which there is a reasonably applicable NVCA form, with such
      additions, deletions, modifications and the like as may be necessary to reflect
      the transaction between the parties. Any shares of Series A Stock issued to
      the
      Holder upon conversion shall have the same rights, preferences, restrictions
      and
      obligations as all other shares of Series A Stock. 

    


    4. Loss,
      Theft, Destruction or Mutilation.
      Upon
      receipt of evidence satisfactory to the Company of the loss, theft, destruction
      or mutilation of this Note and, in the case of such loss, theft or destruction,
      upon delivery to the Company of an indemnity undertaking reasonably satisfactory
      to the Company, or, in the case of any such mutilation, upon surrender of this
      Note to the Company, the Company will issue a new note, of like tenor and
      principal amount, in lieu of or in exchange for such lost, stolen, destroyed
      or
      mutilated Note.

    


    5. Notices
      and Demands.
      All
      notices, demands and communications provided for in this Note or made under
      this
      Note shall be delivered, mailed registered or certified mail with postage
      prepaid, or telegraphed, addressed in each case as follows:

    


    
      	 	
              (a)

            	
              To
                the Company:

            
	 	 	 
	 	 	
              Red
                Moon, Inc.

            
	 	 	
              625
                Digital Drive, Suite 500

            
	 	 	
              Plano,
                Texas 75075

            
	 	 	
              Attn:
                Bryan Thompson, President and CEO

            
	 	 	 
	 	
              (b)

            	
              To
                the Holder of this Note:

            
	 	 	 
	 	 	
              Zoom
                Technologies, Inc.

            
	 	 	
              207
                South Street

            
	 	 	
              Boston,
                MA 02111

            
	 	 	
              Attn:
                Frank Manning, President and CEO

            
	 	 	 
	 	 	
              with
                a copy to:

            
	 	 	 
	 	 	
              Morse,
                Barnes-Brown & Pendleton, P.C.

            
	 	 	
              Reservoir
                Place

            
	 	 	
              1601
                Trapelo Road

            
	 	 	
              Waltham,
                MA 02451

            
	 	 	
              Attention:
                Jeffrey P. Steele, Esq.

            


    

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    


    or
      such
      other address as may, after the date of this Note, be designated by the Holder
      or the Company by notice given to the other party as the address to which
      communications under this Note shall thereafter be delivered or
      mailed.

    


    Notices,
      demands and communications shall be deemed to have been given or made when
      so
      delivered, mailed or telegraphed.

    


    6. Present
      Intent.
      By
      acceptance of this Note, the Holder acknowledges that this Note is being
      acquired without a present intention of resale or distribution, and that this
      Note will not be transferred, pledged or otherwise disposed of by the Holder
      in
      the absence of an effective registration statement under the Securities Act
      of
      1933, as amended, or an opinion of counsel reasonably satisfactory to the
      Company that such registration is, under the circumstances, not
      required.

    


    7. Miscellaneous
      Provisions.

    


    7.1 No
      Oral Modifications.
      Neither
      this Note nor any term of this Note may be changed, waived, discharged or
      terminated orally, but may only be amended or modified by an instrument in
      writing signed by all of the parties hereto.

    


    7.2 Binding
      Effect.
      This
      Note shall be binding upon and inure to the benefit of the Company, the Holder
      of this Note and their respective heirs, successors and assigns.

    


    7.3 Governing
      Law.
      This
      Note shall be governed by the laws of the Commonwealth of Massachusetts. To
      the
      extent permitted by applicable law, the Company waives the right to trial by
      jury in any such action or proceeding.

    


    7.4 Recourse.
      Recourse under this Note shall be to the assets of the Company only and in
      no
      event to the officers, directors or stockholders of the Company.

    


    7.5 Costs.
      The
      undersigned will pay all reasonable costs and expenses of collection, including
      attorneys' fees and disbursements, appraiser's fees and court costs, incurred
      or
      paid by the Holder in enforcing this Note, to the extent permitted by law,
      including all costs and reasonable attorneys' fees incurred in any appeal,
      bankruptcy proceeding, or other proceeding.

    


    7.6 Transfer.
      This
      Note may be transferred in whole or in part by the Holder with the prior written
      consent of the Company, which shall not be unreasonably
      withheld.


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Company has caused this Note to be executed in its
      corporate name by its duly authorized officer this 22nd
      day of
      January, 2008.


     

    

      
        	 	
                RED
                  MOON, INC.

              
	 	 
	 	 
	
                [Corporate
                  Seal]

              	
                By:

              	
                   
                  /s/Bryan Thompson

              	 
	 	 	
                       
                  Bryan Thompson, President and CEO

              


      

       

    

    Attest:


    


    
      	
                 
                /s/Bryan Thompson

            	 


    

    Secretary