EXHIBIT 10.9

                            ZOOM TECHNOLOGIES, INC.

                      NON-QUALIFIED STOCK OPTION AGREEMENT


     Non-qualified  Stock Option  Agreement  (the "Option") made effective as of
the __ day of _______  between Zoom  Technologies,  Inc., (the  "Company"),  and
________  (the  "Recipient"),  an  employee  of  the  Company,  pursuant  to the
Company's  1990 Stock Option  Plan,  as it may be amended from time to time (the
"1990 Plan").

     WHEREAS,  the Company and the  Recipient  desire to enter into an agreement
whereby the Company  will grant the  Recipient a  non-qualified  stock option to
purchase  shares of the Common Stock,  no par value, of the Company (the "Common
Stock"), pursuant to the 1990 Plan.

     NOW  THEREFORE,  for good  and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby acknowledged, the Company and the Recipient agree
as follows:

     1.   Grant of Option.

     Pursuant to the terms and conditions of the 1990 Plan and this Option,  the
Company  hereby  grants to the  Recipient an Option to purchase,  as provided in
Section 3 hereof,  all or any part of a total of ______  shares of Common  Stock
(the "Option Shares").

     2.   Purchase Price.

     The price at which the Option  Shares may be purchased  shall be ______ per
share (the "Option Exercise Price").

     3.   Exercise of Option.

     Subject to the provisions of Section 4, the purchase rights with respect to
the Option Shares shall exercisable as follows:  _____ on _____, ____ on ______;
provided,  however,  that the  Company,  in its sole  discretion,  may  elect to
accelerate the dates on which all or a portion of the Option Shares shall become
exercisable.

Notwithstanding  any provision of this Option to the  contrary,  in no event may
this  Option  be  exercised  after 10 years  from the date of this  Option  (the
"Expiration Date").

     4. Termination of Relationship.

     If  the  Recipient's  relationship  with  the  Company  is  terminated,  as
determined by the Company (a  "Termination"),  then this Option may be exercised
as to all shares with respect to which  Recipient  could exercise this Option on
the date of Termination,  and which shares have not been  previously  purchased,
until the earlier of the Expiration Date, or:

     (i)  in the case of  Termination  by reason of death or Permanent and Total
          Disability, one year after termination of the relationship, or

     (ii) in the case of any other Termination,  one month after the termination
          of the relationship.

     5. Non-transferability; Persons Able to Exercise.

     The Option may not be transferred other than by will or the laws of descent
and  distribution.  During the life of the  Recipient,  only the  Recipient  may
exercise this Option. If the Recipient dies while still employed by the Company,
or during the periods  specified  in Section 4, this Option may be  exercised by
his  executors,  administrators,  legatees or  distributees,  provided that such
person or persons  comply with the  provisions of this Option  applicable to the
Recipient.

     6. Method of Exercising Option.

The  Option may be  exercised,  in whole or in part,  by  written  notice to the
Company,  containing an executed Notice of Exercise in the form of Attachment A,
provided  that the  Company,  in its  discretion,  may modify or  augment  these
requirements  as  provided  in Section 9 of this  Option,  or where  appropriate
because a person other than the Recipient is exercising  the Option  pursuant to
Section 5. The written  notice  specified in this Section must be accompanied by
payment of the Option  Exercise  Price for the shares being  purchased.  Payment
shall be made in cash,  unless the Company,  in its sole discretion,  authorizes
payment to be made in shares of the Company, other property, or a combination of
such shares, other property and cash. As soon as practical after receipt of this
notice and payment,  the Company  shall deliver a  certificate  or  certificates
representing  the  purchased  shares  registered  in the name of the  person  or
persons  exercising  this  Option.  In the event this Option is exercised by any
person other than the Recipient,  the notice shall be accompanied by appropriate
proof of the right of such person to exercise this Option.  All shares purchased
upon the exercise of this Option and payment of the full Option  Exercise  Price
will be fully paid and non-assessable.

     7. Stock Adjustments.

If there shall be any change in the Common Stock through merger,  consolidation,
reorganization,  recapitalization, or other change in the corporate structure of
the Company,  appropriate  adjustments  in the Option  Exercise  Price and total
number and kind of shares subject to this Option shall be made by the Company as
provided in the 1990 Plan.

     8. No Rights Other Than Those Expressly Created.

     Neither  this Option nor any action taken  hereunder  shall be construed as
(i) giving the  Recipient any right to be retained in the employ of, or continue
to be  affiliated  with,  the Company,  (ii) giving the  Recipient any equity or
interest of any kind in any assets of the Company,  or (iii) creating a trust of
any kind or a fiduciary  relationship  of any kind between the Recipient and the
Company.  As to any claim for any unpaid  amounts under this Option,  any person
having a claim for payments shall be unsecured creditor. The Recipient shall not
have any of the rights of a stockholder  with respect to any Option Shares until
such time as this Option has been exercised and Option Shares have been issued.

     9. Compliance with Laws.

     (a) Withholding of Taxes.  Pursuant to applicable federal,  state, local or
foreign laws, the Company may be required to collect or withhold income or other
taxes from Recipient upon the grant of this Option, the exercise of this Option,
or at some other time.  The Company may require,  as a condition to the exercise
of this Option,  or demand,  at such other time as it may consider  appropriate,
that the Recipient pay the Company the amount of any taxes which the Company may
determine  is required to be  collected or  withheld,  and the  Recipient  shall
comply with the requirement or demand of the Company.

     (b) Securities Law Compliance.  Upon exercise (or partial exercise) of this
Option,  the  Recipient  shall  make  such   representations  and  furnish  such
information as may, in the opinion of counsel for the Company, be appropriate to
permit the Company to issue or transfer the Option Shares in compliance with the
provisions of applicable  federal or state securities laws. The Company,  in its
discretion,  may postpone  the  issuance and delivery of Option  Shares upon any
exercise  of  this  Option  until  completion  of  such  registration  or  other
qualification  of such shares under any federal or state laws, or stock exchange
listing, as the Company may consider  appropriate.  The Company may require that
prior to the issuance or transfer of Option Shares upon exercise of this Option,
the Recipient enter into a written  agreement to comply with any restrictions on
subsequent  disposition  that the Company deems necessary or advisable under any
applicable  federal and state  securities  laws.  Certificates  of Common  Stock
issued hereunder shall be legended to reflect such restrictions.

     (c) General.  No Option Shares shall be issued upon exercise of this Option
unless and until the Company is satisfied,  in its sole  discretion,  that there
has been  compliance with all legal  requirements  applicable to the issuance of
such Option Shares.

     10. Miscellaneous.

     (a)  Provisions of the 1990 Plan.  The Option  hereby  granted is expressly
subject to all of the terms and  conditions  contained in this Option and in the
1990 Plan,  and the 1990 Plan is hereby  incorporated  herein by reference.  All
capitalized terms not defined in this Option have the meanings  specified in the
1990 Plan. This stock option is not intended to be an Incentive Stock Option, as
that term is described in Section 422 of the Internal  Revenue Code of 1986,  as
amended.

     (b) Discretion of the Stock Option Committee.  Unless otherwise  explicitly
provided,  the Stock Option  Committee,  as defined in the 1990 Plan, shall make
all  determinations  required  to be made  hereunder,  including  determinations
required to be made by the Company,  and shall  interpret all provisions of this
Option,  as it  deems  necessary  or  desirable,  in its  sole  and  un-fettered
discretion.  Such  determinations  and  interpretations  shall  be  binding  and
conclusive on the Company and the Recipient.  The Stock Option Committee, in its
sole  discretion,  is authorized to accelerate the time at which this Option may
be exercised.

     (c)  Reservation  of Shares.  During the term of this  Option,  the Company
shall at all times reserve and keep available  shares of Common Stock sufficient
to satisfy the requirements of this Option.

     (d)  Amendment.  This  Option may only be  modified or amended by a writing
signed by both parties.

     (e)  Notices.  Any notices  required to be given under this Option shall be
sufficient  if in writing and if  hand-delivered  or if sent by first class mail
and addressed as follows:

if to the Company:

                                 Zoom Technologies, Inc.
                                 207 South Street
                                 Boston, MA 02111
                                 Attn:  Robert A. Crist, Chief Financial Officer

if to the Recipient:

                                 Name & Address

or to such other  address as either  party may  designate  under the  provisions
hereof.

     (f) Successors and Assigns. The rights and obligations of the Company under
this Option shall inure to the benefit of and be binding upon the successors and
assigns of the Company.

     (g) Paragraph Headings.  The paragraph headings used in this Option are for
convenience or reference, and are not to be construed as part of this Option.

     IN WITNESS WHEREOF,  the parties have executed this Option as an instrument
under seal effective as of the date written on the first page of this Option.

                                            ZOOM TECHNOLOGIES, INC.


                                            By:
                                            Frank B. Manning, President



                                                        Optionee