November 17, 2010 Exhibit 10.3




                                                                          Exhibit 10.3 



REGISTRATION RIGHTS AGREEMENT


This Registration Rights Agreement (this "Agreement") is made and entered
into as of November 9, 2010, between Zoom Technologies, Inc, a Delaware corporation (the "Company"),
and each of the several purchasers signatory hereto (each such purchaser, a "Purchaser" and,
collectively, the "Purchasers").


               This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date
hereof, between the Company and each Purchaser (the "Purchase Agreement").


               The Company and each Purchaser hereby agrees as follows:


        1. Definitions.


               Capitalized terms used and not otherwise defined herein that are defined in the Purchase
Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the
following terms shall have the following meanings:


"Effectiveness Date" means the date the Securities Exchange Commission
declares the Registration Statement effective.


"Effectiveness Deadline" means, with respect to the Initial Registration Statement
required hereunder, the 90th calendar day following the date hereof, or in the event that the Registration
Statement is subject to a full review by the SEC, the 120th calendar days following the date hereof.


"Effectiveness Period" shall have the meaning set forth in Section 2(a).


"Filing Deadline" means, with respect to the Initial Registration Statement required
hereunder, the 45th calendar day following the date hereof.


"Holder" or "Holders" means the holder or holders, as the
case may be, from time to time of Registrable Securities.


"Indemnified Party" shall have the meaning set forth in Section 5(c).


"Indemnifying Party" shall have the meaning set forth in Section 5(c).


"Initial Registration Statement" means the initial Registration Statement filed
pursuant to this Agreement.


"Initial Shares" means a number of Registrable Securities equal to the lesser of (a)
the total number of Registrable Securities and (b) one-third of the










number of issued and outstanding shares of Common Stock
that are held by non-Affiliates of the Company on the day immediately prior to the filing date of the Initial Registration
Statement.


"Losses" shall have the meaning set forth in Section 5(a).


"Plan of Distribution" shall have the meaning set forth in Section 2(a). 


"Prospectus" means the prospectus included in a Registration Statement
(including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A promulgated by the Commission pursuant to the Securities Act), as
amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in
such Prospectus.


"Registrable Securities" means, as of any date of determination, (a) the shares of
Common Stock issued or issuable to the Purchasers pursuant to the Securities Purchase Agreement, (b) all Warrant Shares
issuable upon exercise of the Warrants, and (c) any securities issued or then issuable upon any stock split, dividend or other
distribution,  recapitalization or similar event with respect to the foregoing; provided, however, that any such
Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the
effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (a) a Registration
Statement with respect to the sale of such Registrable Securities is declared effective by the Commission under the Securities
Act and such Registrable Securities have been disposed of by the Holder in accordance with such effective Registration
Statement, (b) such Registrable Securities have been previously sold in accordance with Rule 144, or (c) such securities
become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule
144, as reasonably determined by the Company, upon the advice of counsel to the Company.


"Registration Statement" means any registration statement required to be filed
hereunder pursuant to Section 2(a) including (in each case) the Prospectus, amendments and supplements to any such
registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material
incorporated by reference or deemed to be incorporated by reference in any such registration statement.


 "Rule 415" means Rule 415 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended or interpreted from time to time,











or any similar rule or regulation hereafter
adopted by the Commission having substantially the same purpose and effect as such Rule.


"Rule 424" means Rule 424 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same purpose and effect as such Rule.


"Selling Stockholder Questionnaire" shall mean the questionnaire as attached in
Annex B hereto.


"SEC Guidance" means (i) any publicly-available written or oral guidance of the
Commission staff, or any comments, requirements or requests of the Commission staff and (ii) the Securities Act.




        2. Shelf Registration.




	On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a
Registration Statement covering the resale of all or such maximum portion of the Registrable Securities as permitted by SEC
Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the registration of all of
the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available
Telephone Interpretations D.29) that are not then registered on an effective Registration Statement for an offering to be made
on a continuous basis pursuant to Rule 415.  Each Registration Statement filed hereunder shall be on Form S-3 (except if the
Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall
be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by at least an majority in
interest of the Holders) substantially the "Plan of Distribution" attached hereto as Annex A.
Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed
hereunder to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event
prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously
effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold,
thereunder or pursuant to Rule 144, or (ii) (A) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144
and (B) (I) may be sold without the requirement for the Company to be in compliance with the current public information
requirement under Rule 144 or (II) the Company is in compliance with the current public information requirement under Rule
144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and
acceptable to the Transfer Agent and the affected Holders (the "Effectiveness Period").  The Company
shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Trading










Day.   The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement
on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date
requested for effectiveness of such Registration Statement.  The Company shall, by 9:30 a.m. New York City time on the
Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by
Rule 424.  If any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a
particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission
for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its
Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be
reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be
registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders),
and second by Registrable Securities represented by Common Stock issued or issuable to the Holders (on a pro rata basis
based on the total number of unregistered Common Stock held by such Holders). 


3. Registration Procedures.




               In connection with the Company's registration obligations hereunder, the Company shall:




	(i) Prepare and file with the Commission such amendments, including post-effective amendments,
to a Registration Statement and the Prospectus used in connection therewith as may be necessary to keep a Registration
Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file
with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the
Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus
supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424,
(iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration
Statement or any amendment thereto and provide as promptly as reasonably possible to the Holders true and complete copies
of all correspondence from and to the Commission relating to a Registration Statement (provided that, the Company may
excise any information contained therein which would constitute material non-public information as to any Holder which has not
executed a confidentiality agreement with respect thereto with the Company), and (iv) comply in all material respects with the
applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities
covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with
the intended methods of disposition by the Holders












thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented.



	Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to
this Agreement as Annex B (a "Selling Stockholder Questionnaire") on a date that is not less
than two (2) Trading Days prior to the Filing Deadline or by the end of the fourth (4th) Trading Day following the
date on which such Holder receives such questionnaire.   


	If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100%
of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall file as soon as
reasonably practicable an additional Registration Statement, if allowed by SEC guidance, covering the resale by the Holders of
not less than the number of such Registrable Securities.  


	Use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order
stopping or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption
from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.


	Subject to the terms of this Agreement, the Company hereby consents to the use of such
Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale
of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.


	If requested by a Holder, cooperate with such Holder to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement,
which certificates shall be free, to the extent permitted by the Purchase Agreement or federal or state securities laws, of all
restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as
any such Holder may request.


	Comply with all applicable rules and regulations of the Commission.


	The Company may require each selling Holder to furnish to the Company a certified statement as
to the number of shares of Common Stock beneficially owned by such Holder and, if required by the Commission, the natural
persons thereof that have voting and dispositive control over the shares. During any periods that the Company is unable to
meet its obligations hereunder with respect to the registration of the Registrable Securities solely because any Holder fails to
furnish such information within three Trading Days of the












Company's request, any liquidated damages that are accruing at
such time as to such Holder only shall be tolled and any Event that may otherwise occur solely because of such delay shall be
suspended as to such Holder only, until such information is delivered to the Company.



	Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement.
If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed
by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a "Filing
Failure") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an "Effectiveness
Failure") or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such
Registration Statement cannot be made pursuant to such Registration Statement or otherwise (including, without limitation,
because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be
made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the
listing of the Common Stock) (a "Maintenance Failure") then, as partial relief for the damages to any holder by reason of any
such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of
any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to
such Registration Statement an amount equal to two percent (2.0%) of the aggregate purchase price of such Investor's
Registrable Securities, payable fifty percent (50%) in cash and fifty percent (50%) in Common Stock, whether or not included in
such Registration Statement, on each of the following dates:  (i) the day of a Filing Failure; (ii) the day of an Effectiveness
Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter
(pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of
an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is
cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling
less than thirty days) until such Maintenance Failure is cured.  The payments to which a holder shall be entitled pursuant to this
Section 2(g) are referred to herein as "Registration Delay Payments".  Notwithstanding the foregoing, no Registration Delay
Payments shall accrue after 180 days from the Closing Date, and the aggregate Registration Delay Payments shall not exceed
six percent (6.0%) of the gross proceeds of the offering contemplated by the Purchase Agreement.  Registration Delay
Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure
giving rise to the Registration Delay Payments is cured.  In the event the Company fails to make Registration Delay Payments
in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per
month (prorated for partial months) until paid in full.  The number of shares of Common Stock issuable to the Buyers as the Common Stock












portion of any Registration Delay Payments shall be equal to the quotient determined by dividing the cash
portion of such Registration Delay Payments by one hundred percent (100%) of the arithmetic average of the Weighted
Average Prices of the Common Stock for the five (5) Trading Days immediately preceding the date that the applicable
Registration Delay Payment is actually accrued. In the event the Company fails to make effective the Registration Statement or
maintain effectiveness of the Registration Statement at any time thirty-six (36) months from the date hereof, the Company
shall, at the Purchaser's request, and without cost to the Purchaser, cause the Company's counsel to issue a legal opinion to
the Company's transfer agent regarding the sale of any Registrable Securities pursuant to Rule 144, provided that the
Purchaser reasonably cooperates with any reasonable request for documents by the Company or the Company's
Counsel.


        4. Registration Expenses. All fees and expenses incident to the performance of or
compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities
are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include all
registration and filing fees (including, without limitation, fees and expenses of the Company's counsel and independent
registered public accountants) (A) with respect to filings made with the Commission and (B) with respect to filings required to
be made with any Trading Market on which the Common Stock is then listed for trading.  In addition, the Company shall be
responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by
this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the
Registrable Securities on any securities exchange as required hereunder.  In no event shall the Company be responsible for
any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal
fees or other costs of the Holders.


        5. Indemnification.




	Indemnification by the Company. The Company shall, notwithstanding any termination of
this Agreement, indemnify and hold harmless each Holder from and against any and all losses, claims, damages, liabilities,
costs (including, without limitation, reasonable attorneys' fees) and expenses (collectively, "Losses"), as
incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration
Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances
under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the
Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under










this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions are
based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use
therein, or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of
Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration
Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved
Annex A hereto for this purpose) or (ii) the use by such Holder of an outdated, defective or otherwise unavailable Prospectus.
The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in
connection with the transactions contemplated by this Agreement of which the Company is aware.



	Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and
hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the
meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or
employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as
incurred, to the extent arising out of or based solely upon: (x) such Holder's failure to comply with the prospectus delivery
requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration
Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or
relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the
statements therein not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained
in any information so furnished in writing by such Holder to the Company specifically for inclusion in such Registration
Statement or such Prospectus or (ii) to the extent that such information relates to such Holder's proposed method of
distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a
Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus
or in any amendment or supplement thereto.


	Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted
against any Person entitled to indemnity hereunder (an "Indemnified Party"), such Indemnified Party shall
promptly notify the Person from whom indemnity is sought (the "Indemnifying Party") in writing, and the
Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably
satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof;
provided, that, the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations
or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a










court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have prejudiced
the Indemnifying Party.


               An Indemnified Party shall have the right to employ separate counsel in any such Proceeding
and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such
Indemnified Party or Parties unless:  (1) the Indemnifying Party has agreed in writing to pay such fees and expenses, (2) the
Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably
satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to any such Proceeding (including any
impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party shall
reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified
Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects
to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume
the defense thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of
the Indemnifying Party).  The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without
its written consent, which consent shall not be unreasonably withheld or delayed.  No Indemnifying Party shall, without the prior
written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified
Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims
that are the subject matter of such Proceeding.


               Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified
Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend
such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten
Trading Days of written notice thereof to the Indemnifying Party; provided, that, the Indemnified Party shall promptly reimburse
the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party
is judicially determined not to be entitled to indemnification hereunder.



	Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an
Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall
contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in
such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and
Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or










alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or
made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such action, statement or omission.  The amount paid
or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this
Agreement, any reasonable attorneys' or other fees or expenses incurred by such party in connection with any Proceeding to
the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section
was available to such party in accordance with its terms.


               The parties hereto agree that it would not be just and equitable if contribution pursuant to this
Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the
equitable considerations referred to in the immediately preceding paragraph.  Notwithstanding the provisions of this Section
5(d), no Holder shall be required to contribute pursuant to this Section 5(d), in the aggregate, any amount in excess of the
amount by which the net proceeds actually received by such Holder from the sale of the Registrable Securities subject to the
Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.


The indemnity and contribution agreements contained in this Section are in addition to any liability that
the Indemnifying Parties may have to the Indemnified Parties.




        6. Miscellaneous.




	Compliance. Each Holder covenants and agrees that it will comply with the prospectus
delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a
Registration Statement.


	Amendments and Waivers. The provisions of this Agreement, including the provisions of this
sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the same shall be in writing and signed by the Company and the Holders of at least a majority of the
then outstanding Registrable Securities (including, for this purpose any Registrable Securities issuable upon exercise or
conversion of any Security).  If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver
or amendment done in compliance with the previous sentence, then the number of Registrable Securities to be registered for
each Holder shall be reduced pro rata among all Holders (unless such Holder may sell their Securities without limitations under
Rule 144) and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from such
Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to
a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or










indirectly affect the
rights of other Holders may be given by such Holder or Holders of all of the Registrable Securities to which such waiver or
consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or
supplemented except in accordance with the provisions of the first  sentence of this Section 6(c). 



	Notices. Any and all notices or other communications or deliveries required or permitted to be
provided hereunder shall be delivered as set forth in the Purchase Agreement.  


	Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the
successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder. The Company may not
assign (except by merger) its rights or obligations hereunder without the prior written consent of at least a majority of the then
outstanding Registrable Securities (including, for this purpose any Registrable Securities issuable upon exercise or conversion
of any Security).  


	No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as
of the date hereof, nor shall the Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any
agreement with respect to its securities, that would have the effect of impairing the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof.  


	Execution and Counterparts. This Agreement may be executed in two or more counterparts,
all of which when taken together shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not
sign the same counterpart.  In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a
".pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were
an original thereof.


	Governing Law.  All questions concerning the construction, validity, enforcement and
interpretation of this Agreement shall be determined in accordance with the provisions of the Purchase Agreement.


	Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any
other remedies provided by law.


	Severability. If any term, provision, covenant or restriction of this Agreement is held by a court
of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the
parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated










and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and
restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.



	Headings. The headings in this Agreement are for convenience only, do not constitute a part
of the Agreement and shall not be deemed to limit or affect any of the provisions hereof.


	Independent Nature of Holders' Obligations and Rights. The obligations of each Holder
hereunder are several and not joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in
any way for the performance of the obligations of any other Holder hereunder. Nothing contained herein or in any other
agreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be
deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a
presumption that the Holders are in any way acting in concert with respect to such obligations or the transactions contemplated
by this Agreement. Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising
out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding
for such purpose.

********************


(Signature Pages Follow)




  

  

  

  

  

  

  










               IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of
the date first written above.



	
ZOOM TECHNOLOGIES, INC.


  

	
By:__________________________________________

        Name:

        Title:

















                             


  

  

  

  

  

  

  

[SIGNATURE PAGE OF HOLDERS FOLLOWS]


  








SIGNATURE PAGE OF HOLDERS TO zoom technologies, inc. registration rights agreement





Name of Holder: __________________________


Signature of Authorized Signatory of Holder: __________________________


Name of Authorized Signatory: _________________________


Title of Authorized Signatory: __________________________






[SIGNATURE PAGES CONTINUE]


  








Annex A



Plan of Distribution



Each Selling Stockholder (the "Selling Stockholders") of the common stock and
any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common
stock covered hereby on the [principal Trading Market] or any other stock exchange, market or trading facility on which the
shares are traded or in private transactions.  These sales may be at fixed or negotiated prices.  A Selling Stockholder may use
any one or more of the following methods when selling shares:




	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;


	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;


	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;


	an exchange distribution in accordance with the rules of the applicable exchange;


	privately negotiated transactions;


	settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a
part; 


	in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such shares
at a stipulated price per share;


	through the writing or settlement of options or other hedging transactions, whether through an options exchange or
otherwise;


	a combination of any such methods of sale; or


	any other method permitted pursuant to applicable law.



The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as
amended (the "Securities Act"), if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to
participate in sales.  Broker-dealers may receive commissions or








discounts from the Selling Stockholders (or, if any broker-dealer
acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a
supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in
compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA
IM-2440.  

In connection with the sale of the common stock or interests therein, the Selling Stockholders may
enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the
common stock in the course of hedging the positions they assume.  The Selling Stockholders may also sell shares of the
common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to
broker-dealers that in turn may sell these securities.  The Selling Stockholders may also enter into option or other transactions
with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such
broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other
financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may
be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales.  In such
event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by
them may be deemed to be underwriting commissions or discounts under the Securities Act.  Each Selling Stockholder has
informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any
person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in
the aggregate, would exceed eight percent (8%).

The Company is required to pay certain fees and expenses incurred by the Company incident to the
registration of the shares.  The Company has agreed to indemnify the Selling Stockholders against certain losses, claims,
damages and liabilities, including liabilities under the Securities Act.  

Because Selling Stockholders may be deemed to be "underwriters" within the meaning of
the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172
thereunder.  The Selling Stockholders have advised us that there is no underwriter or coordinating broker acting in connection
with the proposed sale of the resale shares by the Selling Stockholders.


We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be
resold by the Selling Stockholders without registration and without regard to any volume or manner-of-sale limitations by
reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under
Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to this
prospectus or Rule 144 under the Securities Act or any other rule of similar effect.  The resale shares will be sold only








through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the
resale shares of Common Stock covered hereby may not be sold unless they have been registered or qualified for sale in the
applicable state or an exemption from the registration or qualification requirement is available and is complied with.


Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution
of the resale shares may not simultaneously engage in market making activities with respect to the common stock for the
applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution.  In addition, the Selling
Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including
Regulation M, which may limit the timing of purchases and sales of shares of the common stock by the Selling Stockholders or
any other person.  We will make copies of this prospectus available to the Selling Stockholders and have informed them of the
need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with
Rule 172 under the Securities Act).


  

  

  

  

  

  

  










Annex B

ZOOM TECHNOLOGIES, INC.

Selling Stockholder Notice and Questionnaire

The undersigned beneficial owner of common stock (the "Registrable
Securities") of Zoom Technologies, Inc. a Delaware corporation (the "Company"), understands
that the Company has filed or intends to file with the Securities and Exchange Commission (the
"Commission") a registration statement (the "Registration Statement") for the
registration and resale under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"), of
the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the "Registration
Rights Agreement") to which this document is annexed.  A copy of the Registration Rights Agreement is available
from the Company upon request at the address set forth below.  All capitalized terms not otherwise defined herein shall have
the meanings ascribed thereto in the Registration Rights Agreement.

Certain legal consequences arise from being named as a selling stockholder in the Registration
Statement and the related prospectus.  Accordingly, holders and beneficial owners of Registrable Securities are advised to
consult their own securities law counsel regarding the consequences of being named or not being named as a selling
stockholder in the Registration Statement and the related prospectus.

NOTICE

The undersigned beneficial owner (the "Selling Stockholder") of Registrable
Securities hereby elects to include the Registrable Securities owned by it in the Registration Statement.


  

  

  

  

  

  

  








The undersigned hereby provides the following information to the Company and represents and
warrants that such information is accurate:



QUESTIONNAIRE


1.Name.


(a)Full Legal Name of Selling Stockholder


_________________________________________________________________________ 



(b)Full Legal Name of Registered Holder (if not the same as (a) above) through which
Registrable Securities are held:


_________________________________________________________________________ 




(c)Full Legal Name of Natural Control Person (which means a natural person who directly or
indirectly alone or with others has power to vote or dispose of the securities covered by this Questionnaire):


_________________________________________________________________________ 






2.  Address for Notices to Selling Stockholder:


	 _________________________________ 

	 _________________________________ 

	 _________________________________ 

	
Telephone: _________________________________

	
Fax: _________________________________

	
Contact Person: _________________________________





3.  Broker-Dealer Status:


(a)Are you a broker-dealer?


Yes              No       





(b)If "yes" to Section 3(a), did you receive your Registrable Securities as
compensation for investment banking services to the Company?


Yes              No       




Note:If "no" to Section 3(b), the Commission's staff has indicated that you should
be identified as an underwriter in the Registration Statement.











(c)Are you an affiliate of a broker-dealer?



Yes              No       




(d)If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable
Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you
had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable
Securities?


Yes              No       




Note:If "no" to Section 3(d), the Commission's staff has indicated that you should
be identified as an underwriter in the Registration Statement.






4.  Beneficial Ownership of Securities of the Company Owned by the Selling Stockholder.


Except as set forth below in this Item 4, the undersigned is not the beneficial or registered
owner of any securities of the Company other than the securities issuable pursuant to the Purchase Agreement.



(a)Type and Amount of other securities beneficially owned by the Selling
Stockholder:


 ________________________________________________________________

    ________________________________________________________________





















5.  Relationships with the Company:


Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or
principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or
has had any other material relationship with the Company (or its predecessors or affiliates) during the past three
years.



State any exceptions here:



 ________________________________________________________________

    ________________________________________________________________






The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the
information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement
remains effective.

By signing below, the undersigned consents to the disclosure of the information contained herein in its
answers to Items 1 through 5 and the inclusion of such information in the Registration Statement and the related prospectus
and any amendments or supplements thereto.  The undersigned understands that such information
will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the
related prospectus and any amendments or supplements thereto.


IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and
Questionnaire to be executed and delivered either in person or by its duly authorized agent.



	
Date:__________________________________________


	
Beneficial Owner: ________________________________


By:__________________________________________

        Name:

        Title:






PLEASE FAX A COPY (OR EMAIL A .PDF COPY) OF THE COMPLETED AND EXECUTED NOTICE
AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO: