EXHIBIT
      10.1





ZOOM
      TECHNOLOGIES, INC.





STOCK
      OPTION PLAN





As
      Amended Through June 30, 2005 and June 22, 2007





PART
      I


INTRODUCTION





1.
            Purpose.





The
      purpose of this Stock Option Plan (the "Plan") is to establish a plan to advance
      the interests of Zoom Technologies, Inc. (the "Company") by encouraging equity
      participation in the Company by directors, officers and certain full-time and
      part- time employees of the Company or an affiliate of the Company through
      acquisition of common stock, $.01 par value (“Common Stock”) in the Company.
      Notwithstanding the foregoing, a non-employee director of the Company shall
      not
      be entitled to participate under the Plan.





2.
            Definitions.





In
      the
      Plan,





(i)
            "Board"
                means the board of directors of the
                Company;





(ii)
            "Employee"
                means any individual or individuals in the full-time or part-time
                employment of the Company or an affiliate and includes Board members,
                consultants and any other individuals the Board deems to be an employee
                for the purpose of the Plan, except that a Board member who is not
                otherwise employed by or serving as an officer of the Company shall
                not be
                considered an Employee;





(iii)
            "Option
                Price" means the price per Share at which shares may be purchased
                upon the
                exercise of an Option;





(iv)
            "Optionee"
                means a person who is eligible to receive Options and who does
                so;





(v)
            "Option"
                means the option rights granted by the Company in accordance with
                the
                provisions of the Plan;





(vi)
            "Shares"
                means shares to be optioned under the Plan and are shares of Common
                Stock,
                ;





(vii)
            "Stock
                Option Committee" means a committee designated by the Board, consisting
                of
                at least two Board members who are not eligible for grants of Options
                under the Plan;





(viii)
            "Tax
                Date" means the date on which the amount of tax to be withheld with
                respect to the exercise of an Option is determined;
                and





(ix)
            "Termination"
                means termination of the employment of an
                Employee.









3.
            Administration
                of the Plan





The
      Plan
      shall be administered by the Stock Option Committee.





The
      Stock
      Option Committee is authorized, subject to the provisions of the Plan, to adopt
      such rules and regulations which it deems consistent with the Plan's provisions
      and, in its sole discretion, to designate Options to purchase Shares pursuant
      to
      the Plan. The determinations of the Stock Option Committee and interpretations
      shall be final and conclusive regarding the administration of the
      Plan.





The
      Stock
      Option Committee may authorize one or more Employees of the Company to execute,
      deliver and receive documents on behalf of the Stock Option Committee with
      regard to the Plan.




PART
      II


STOCK
      OPTIONS





4.
            Eligibility





All
      Employees are eligible to receive Options.





Nothing
      in the Plan shall confer any right on any Employee to continue in the employ
      of
      or association with the Company or any affiliate of the Company or shall
      interfere in any way with the right of the Company or any affiliate of the
      Company to terminate at any time the employment of an Optionee under the
      Plan.





5.
            Shares
                Subject to Option





The
      Shares to be optioned under the Plan shall be authorized but
      unissued.





The
      aggregate number of Shares for which Options may be granted shall not exceed
      4,800,000 Shares, but in no event shall the aggregate number of Shares under
      the
      Plan that may be subject, from time to time, to outstanding options granted
      to
      any one Employee exceed 5% of the Shares of the Company then
      outstanding.





6.
            Granting
                of Options





The
      Stock
      Option Committee may from time to time at its discretion, subject to the
      provisions of the Plan, determine those eligible Employees to whom Options
      shall
      be granted, the number of Shares subject to such Options, the dates on which
      such Options are to be granted, and the price and term of such Options as set
      forth below.





Each
      Option shall be evidenced by a written agreement between, and executed by,
      the
      Company and the Optionee containing terms and conditions established by the
      Stock Option Committee with respect to such Option and shall be consistent
      with
      the provisions of the Plan. The Option shall include the following, or a similar
      statement: “This Option is not intended to be an incentive stock option, as that
      term is described in Section 422 of the Code, as amended.”





7.
            Option
                Price





The
      Option Price shall be not less than the fair market value of the Common Stock
      of
      the Company on the date of the grant of Option, as determined by reference
      to
      the closing price per share for such Common Stock as reported on the Nasdaq
      National Market on the date of the grant or, if such Common Stock is not listed
      on the Nasdaq National Market, then on such other stock exchange or market
      quotation system where such shares may from time to time be listed or traded
      on
      the date of the grant, subject to any applicable regulatory rules.




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8.
            Terms
                of Options





The
      Stock
      Option Committee may, in its entire discretion, at the time of the granting
      of
      an Option under the Plan, specify a particular time period or periods following
      the date of the grant of an Option during which an Optionee may exercise his
      Option and may designate the number of Shares in respect of which such Optionee
      may exercise his Option during each such time period. Notwithstanding the
      foregoing, in no event shall an Option granted under the Plan be exercisable
      within six months of the date of grant of such Option.





Each
      Option, unless sooner terminated, shall expire on a date to be determined by
      the
      Stock Option Committee which will not be later than 10 years from the date
      the
      Option was granted.





9.
            Exercise
                of Options





An
      Optionee shall exercise an Option (or any part or installment thereof) by giving
      written notice to the Company at its principal office address, identifying
      the
      Option being exercised, specifying the number of Shares as to which such Option
      is being exercised and accompanied by full payment of the Option Price therefor
      either (1) in US dollars, in cash or by certified check or bank draft, or (2)
      in
      Common Stock of the Company owned by the Optionee (and held at least one year
      if
      acquired pursuant to the exercise of any stock option granted by the Company
      to
      the Optionee whether under the Plan or otherwise) having a fair market value
      (as
      determined by the Stock Option Committee as of the day immediately preceding
      the
      date on which the Option is exercised and in accordance with all applicable
      laws
      and all applicable rules and policies of relevant securities regulatory
      authorities) equal to, or a fraction of a share less than, such purchase price
      (and if such shares of Common Stock are equal to a fraction of a share less
      than
      such purchase price, then the Optionee shall pay any balance remaining in cash),
      or (3) in a combination of such Common Stock (as described above) and cash,
      certified check or bank draft. However, if the Optionee desires to tender shares
      of Common Stock in payment of any part of the Option Price as contemplated
      in
      (2) or (3) above, the Optionee, before giving notice of exercise as aforesaid,
      shall first give written notice (addressed to the principal office of the
      Company specifying the number of shares which the Optionee wishes to tender)
      that the Optionee proposes to tender shares of Common Stock in order to exercise
      his Option. The Stock Option Committee shall notify the Optionee whether the
      proposed tender is acceptable to the Stock Option Committee within ten days
      of
      receipt of notice of the proposed tender. The acceptance of any tender of Common
      Stock by an Optionee pursuant to (2) or (3) in payment of the Option Price
      shall
      be subject to the absolute discretion of the Stock Option Committee, who may
      only accept the tender of such Common Stock in accordance with, and subject
      to
      the requirements of, all applicable laws and all applicable rules and policies
      of relevant securities regulatory authorities. If the proposed tender is
      acceptable, the Optionee must then give written notice of the exercise of his
      Option as aforesaid within five days or receipt of notice of the Stock Option
      Committee that the proposed tender is acceptable. If the proposed tender is
      not
      acceptable and the Optionee, at that time, still desires to exercise his Option,
      he may do so by giving written notice of exercise of his Option as aforesaid
      and
      paying the Option Price in cash or by certified check or bank draft. The
      acceptance by the Company of Common Stock tendered in payment of the Option
      Price shall be treated as a purchase of those shares by the
      Company.





Unless
      the Stock Option Committee otherwise determines, the holder of an Option shall
      have no rights as a shareholder with respect to the Shares issued upon exercise
      of the Option until the date of issuance of the certificate for those shares
      to
      him. Unless the Stock Option Committee otherwise determines, no adjustment
      will
      be made for dividends or similar rights for which the record date occurs after
      the exercise of the Option but before the date such certificate for Shares
      is
      issued. In no case may a fraction of a Share be purchased or issued under the
      Plan.




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PART
      III


WITHHOLDING
      TAXES





10.
            Withholding
                Taxes





Each
      Optionee's rights under the Plan are subject to such Optionee's payment to
      the
      Company of the amount of taxes (if any) required by any government to be
      withheld by reason of any exercise of an Option by the Optionee. Such amount
      may
      be paid at the election of the Optionee (1) in US dollars, in cash or by
      certified check or bank draft, (2) subject as set out below, in Common Stock
      of
      the Company owned by the Optionee having a fair market value (determined as
      set
      out below) equal to the amount of such withholding (and held at least one year
      if such shares were acquired by exercise of any stock option granted to the
      Optionee under this Plan or otherwise granted), (3) subject as set out below,
      by
      directing the Company, for its own account, to withhold, from the Shares issued
      to the Optionee upon the exercise of the Option, a number of such Shares having
      a fair market value (determined as set out below) equal to the amount of such
      withholding, or (4) subject as set out below, in any combination of the
      foregoing.





The
      number of shares to be surrendered or withheld shall be based on the fair market
      value of such shares on the Tax Date, and shall be determined by the Stock
      Option Committee in accordance with all applicable laws and all applicable
      rules
      and policies of relevant securities regulatory authorities. Any fractional
      share
      amount remaining after satisfaction of the withholding requirement shall be
      paid
      to the Optionee in cash.





Any
      election hereunder must be made before the Tax Date and shall be irrevocable.
      The Stock Option Committee may disapprove any such election. Approval of an
      election involving payment of the withholding tax in Common Stock of the Company
      is in the absolute discretion of the Stock Option Committee, and may only be
      made in accordance with, and subject to, the requirements of all applicable
      laws
      and all applicable rules and policies of relevant securities regulatory
      authorities. Such an election shall be treated as a proposed purchase of those
      shares by the Company.





If
      the
      Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934,
      as
      amended, at the time of an election, such Optionee's election shall be subject
      to the following additional restrictions:





(a)
            No
                election shall be effective for a Tax Date which occurs within six
                months
                of the grant of the Option, except that this limitation shall not
                apply if
                the Optionee dies or is disabled before the six-month period
                expires.





(b)
            The
                election must be made either six months before the Tax Date or during
                a
                period beginning on the third business day following the date of
                release
                for publication of the Company's quarterly or annual income statements
                and
                ending on the twelfth business day following such
                date.





PART
      IV


DEALING
      WITH THE OPTIONS





11.
            Transferability
                of Options





An
      Option
      may not be transferred. During the lifetime of an Optionee, the Option may
      be
      exercised only by the Optionee.




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12.
            Termination
                of Employment





Upon
      termination for any reason except death or permanent disability, an Optionee
      may, at any time within one month after the date of Termination but not later
      than the date of expiration of the Option, exercise the Option to the extent
      the
      Optionee was entitled to do so on the date of Termination. Any Option or
      portions of Options of terminated Employees not so exercised shall terminate.
      A
      change of employment shall not be considered a Termination so long as the
      Optionee continues to be employed by the Company or an affiliate of the
      Company.





13.
            Death
                or Permanent Disability





Notwithstanding
      any other provisions of the Plan, if any Optionee shall die or become
      permanently disabled while holding an Option which has not been fully exercised
      or surrendered, his personal representatives, heirs or legatees may, at any
      time
      within 60 days of grant of probate of the will or letters of administration
      of
      the estate of the decedent or within one year after the date of such death
      or
      permanent disability, whichever is the lesser time (notwithstanding the normal
      expiry date of the Option under the provisions of Section 8) exercise the Option
      with respect to the unexercised balance of the Shares subject to the Option.
      The
      occurrence of permanent disability shall be determined by the Stock Option
      Committee on the basis of available medical evidence.





14.
            Changes
                in Shares





In
      the
      event the authorized capital of the Company as presently constituted is
      consolidated into a lesser number of Shares or subdivided into a greater number
      of Shares, the number of Shares for which the Options are outstanding shall
      be
      decreased or increased proportionately as the case may be, and the Option Price
      shall be adjusted accordingly. Should the Company amalgamate or merge with
      any
      other company or companies (the right to do so being hereby expressly reserved)
      whether by way of arrangement, sale of assets and undertakings or otherwise,
      then and in each such case the number of shares of the resulting company to
      which an Option relates shall be determined as if the Option had been fully
      exercised prior to the effective date of the amalgamation or merger and the
      Option Price shall be correspondingly increased or decreased as
      applicable.





15.
            Cancellation
                and Regrant of Options





The
      Stock
      Option Committee may cancel an existing Option and regrant the Option at an
      Option Price determined in the same manner as provided in Section 7
      above.





16.
            Availability
                of Cancelled Shares





In
      the
      event any Option granted under the Plan shall expire, terminate or be cancelled
      for any reason without having been exercised in full, or shall cease for any
      reason to be exercisable in whole or in part, the unpurchased shares subject
      thereto, to the extent the Option ceases to be exercisable, shall again be
      available under the Plan.





17.
            Term
                of the Plan





The
      Plan
      shall expire on March 31, 2018 unless terminated earlier by resolution of the
      Shareholders of the Company.




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PART
      V


REPURCHASE





18.
            Repurchase
                of Shares from Employees





Subject
      to the Certificate of Incorporation of the Company, any special rights and
      restrictions attached to any class of shares of the Company, any applicable
      laws, and any applicable rules and policies of any stock exchange or market
      quotation system on which any shares of the Company may be listed from time
      to
      time, the Company may, by a resolution of the Stock Option Committee, purchase
      shares of the Company from Employees, whether such shares were acquired by
      an
      Employee upon exercise of an Option or otherwise, at the price and upon the
      terms specified in such resolution.





PART
      VI


GENERAL





19.
            Amendment
                or Discontinuance





The
      Stock
      Option Committee may amend, alter, suspend or discontinue the Plan, but may
      not,
      without the approval of the shareholders of the Company, make any alteration
      that would materially increase the benefits to participants under the Plan,
      within the meaning of Rule 16b-3 promulgated under the United States Securities
      Exchange Act of 1934 (or any successor or supplementary law, rule or
      regulation), including without limitation, any alteration that
      would:





(a)
            increase
                the aggregate number of Shares subject to Option under the Plan,
                except as
                provided in Section 14;





(b)
            decrease
                Option Prices, except as provided in Section
                14;





(c)
            alter
                the eligibility provisions of the Plan;
                or





(d)
            change
                the expiry date of the Plan.





The
      Stock
      Option Committee may, at any time, in its discretion amend the Plan in order
      to
      bring it into compliance with the rules and policies of the Nasdaq National
      Market or of any other applicable securities regulatory
      authorities.





20.
            Interpretation





The
      provisions of the Plan shall be governed by and interpreted in accordance with
      the laws of the State of Delaware.





Throughout
      this Plan, wherever the singular or masculine are used the same shall be
      construed as being the plural or feminine or neuter where the context so
      requires.





21.
            Liability





No
      member
      of the Stock Option Committee or any employee of the Company shall be personally
      liable for any act taken or omitted in good faith in connection with the
      Plan.





22.
            Administration
                Costs





All
      costs
      and expenses of administering the Plan shall be paid for by the
      Company.




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