**SERIES
      A PREFERRED SHARE PURCHASE AGREEMENT**













**TABLE
      OF CONTENTS**




Page











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**SERIES
      A PREFERRED SHARE PURCHASE AGREEMENT**





THIS
      SERIES A PREFERRED SHARE PURCHASE AGREEMENT (this “ **Agreement** ”)
      is
      made as of the 25 th day of
      July, 2007 by and between
      Unity Business Networks, L.L.C., an Arizona limited liability company (the
      “ **Company** ”),
      and
      Zoom Technologies, Inc., a Delaware corporation (the “ **Purchaser** ”).




The
      parties hereby agree as follows:




1.  Purchase
      and Sale of Series A Preferred Shares .




1.1  Sale
      and
      Issuance of Series A Preferred Shares. Subject
      to the terms and conditions of this Agreement, the Purchaser agrees to purchase
      at the Closing and the Company agrees to sell and issue to the Purchaser at
      the
      Closing 18,154,412 Series A Preferred Shares (the **“Preferred
      Shares** ”),
      at a
      purchase price of $0.058388 per Preferred Share.




1.2  Closing;
      Delivery .




(a)  The **** initial
      purchase and sale of the Preferred Shares shall take place remotely via the
      exchange of documents and signatures, at 10:00 a.m., on July 25, 2007, or at
      such other time and place as the Company and the Purchaser mutually agree upon,
      orally or in writing (which time and place are designated as the “ **Closing** ”).




(b)  At
      the
      Closing, the Company shall deliver to the Purchaser a letter confirming the
      number of Preferred Shares being purchased by the Purchaser at the Closing,
      against payment of the purchase price therefor by a wire transfer to a bank
      account designated by the Company.




1.3  Use
      of
      Proceeds . In
      accordance with the directions of the Company’s board of managers (the
“ **Board
      of Managers** ”),
      the
      Company will use the proceeds from the sale of the Preferred Shares for product
      development and other general corporate purposes.




1.4  Defined
      Terms Used in this Agreement . In
      addition to the terms defined above, the following terms used in this Agreement
      shall be construed to have the meanings set forth or referenced
      below.




“ **Affiliate** ”
means,
      with respect to any specified Person, any other Person who, directly or
      indirectly, controls, is controlled by, or is under common control with, such
      Person, including, without limitation, any general partner, managing member,
      officer or director of such Person or any venture capital fund now or hereafter
      existing that is controlled by one or more general partners or managing members
      of, or shares the same management company with, such Person.




“ **Code** ”
means
      the Internal Revenue Code of 1986, as amended.









“ **Company
      Intellectual Property** ”
means
      all patents, patent applications, trademarks, trademark applications, service
      marks, tradenames, copyrights, trade secrets, licenses, domain names, mask
      works, information and proprietary rights and processes as are necessary to
      the
      conduct of the Company’s business as now conducted and as presently proposed to
      be conducted.




“ **Investor’s
      Rights Agreement** ”
means
      the agreement among the Company, the Purchaser and certain members of the
      Company, dated as of the date of the Closing, in the form of Exhibit
      A attached
      to this Agreement.




“ **Key
      Employee** ”
means
      any executive-level employee as well as any employee or consultant who either
      alone or in concert with others develops, invents, programs or designs any
      Company Intellectual Property.




**“Knowledge,”** including
      the phrase **“to
      the Company’s knowledge,”** shall
      mean as to Isaac Elliott, Anthony Sheesley, Robert Paulsen and Greg Menard,
      their actual knowledge or information that they reasonably should have
      known.




“ **Material
      Adverse Effect** ”
means
      a
      material adverse effect on the business, assets (including intangible assets),
      liabilities, financial condition, property, prospects  or
      results of operations of the Company.




“ **MT
      Note** ”
means
      that certain Multiple Advance Promissory Note dated October 1, 2003, as amended,
      issued by the Company to the MT Family Partnership, an Arizona limited
      partnership.




**“Operating
      Agreement”** means
      the
      Second Amended and Restated Operating Agreement of the Company, as amended
      from
      time to time.




“ **Option
      Agreement** ”
means
      the Option Agreement dated as of the date hereof between the Company and the
      Purchaser.




**“Person”** means
      any individual, corporation, partnership, trust, limited liability company,
      association or other entity.




“ **Preferred
      Shares** ”
means
      the Series A Preferred Shares issued at the Closing.




“ **Securities
      Act** ”
means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.




“ **Transaction
      Agreements** ”
means
      this Agreement, the Investor’s Rights Agreement, the Option Agreement, the
      Operating Agreement, **[** the
      Indemnification Agreement **]** ,
      and any
      other agreements, instruments or documents entered into in connection with
      this
      Agreement.




2.  Representations
      and Warranties of the Company . The
      Company hereby represents and warrants to the Purchaser that, except as set
      forth on the Disclosure Schedule which has been separately provided to the
      Purchaser, which exceptions shall be deemed to be part of the representations
      and warranties made hereunder, the following representations are true and
      complete as of the date of the Closing, except as otherwise indicated. The
      Disclosure Schedule shall be arranged in sections corresponding to the numbered
      and lettered sections and subsections contained in this Section 2, and the
      disclosures in any section or subsection of the Disclosure Schedule shall
      qualify other sections and subsections in this Section 2 only to the extent it
      is reasonably apparent from a reading of the disclosure that such disclosure
      is
      applicable to such other sections and subsections.




2




For
      purposes of these representations and warranties (other than those in Sections
      2.2, 2.3, 2.4, 2.5, and 2.6 ),
      the
      term “the Company” shall include any subsidiaries of the Company, unless
      otherwise noted herein.




2.1.  Organization,
      Good Standing, Corporate Power and Qualification . The
      Company is a limited liability company duly organized, validly existing and
      in
      good standing under the laws of the State of Arizona and has all requisite
      power
      and authority to carry on its business as presently conducted and as proposed
      to
      be conducted. The Company is duly qualified to transact business and is in
      good
      standing in each jurisdiction in which the failure to so qualify would have
      a
      Material Adverse Effect.




2.2.  Capitalization . The
      authorized capital of the Company consists, immediately prior to the Closing,
      of:




(a)  102,875,000
      Common Shares (as such term is defined in the Operating Agreement) (the “Common
      Shares”) issued and outstanding immediately prior to the Closing. All of the
      outstanding Common Shares immediately prior to closing have been duly
      authorized, are fully paid and nonassessable and were issued in compliance
      with
      all applicable federal and state securities laws.




(b)  The
      Company has issued 8,255,000 of units to officers, employees and consultants
      of
      the Company pursuant to its 2005 Stock Appreciation Rights Plan duly adopted
      by
      the Board of Managers (the “SAR Plan”). Of such SAR Plan units, 6,462,500 units
      are vested as of the date hereof. The Company has furnished to the Purchaser
      complete and accurate copies of the SAR Plan.




(c)  Section
      2.2(c) of the Disclosure Schedule sets forth the capitalization of the Company
      immediately following the Closing including the number of shares of the issued
      and outstanding Common Shares. Except for (A) the conversion privileges of
      the
      Preferred Shares to be issued under this Agreement, (B) the rights provided
      in
      the Operating Agreement, (C) rights provided in the Investor’s Rights Agreement,
      and (D) the securities and rights described in Section 2.2(b) of this Agreement
      and Section 2.2(c) of the Disclosure Schedule, there are no outstanding options,
      warrants, rights (including conversion or preemptive rights and rights of first
      refusal or similar rights) or agreements, orally or in writing, to purchase
      or
      acquire from the Company any membership interests, or any securities convertible
      into or exchangeable for membership interests. All Common Shares are subject
      to
      (i) a right of first refusal in favor of the Company upon any proposed transfer
      (other than transfers for estate planning purposes); and (ii) a lock-up or
      market standoff agreement of not less than 180 days following the Company’s
      initial public offering pursuant to a registration statement filed with the
      Securities and Exchange Commission under the Securities Act as
      referenced in the Investor’s Rights Agreement.




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(d)  Except
      as
      set forth on Section 2.2(d) of the Disclosure Schedule, the Company’s SAR Plan
      does not contain a provision for acceleration of vesting or other changes in
      the
      vesting provisions or other terms of such agreement or understanding upon the
      occurrence of any event or combination of events. Except as set forth on Section
      2.2(d) of the Disclosure Schedule, the Company has never adjusted or amended
      the
      exercise price of any membership interest options previously awarded, whether
      through amendment, cancellation, replacement grant, repricing, or any other
      means. Except as set forth in the Operating Agreement, the Company has no
      obligation (contingent or otherwise) to purchase or redeem any of its membership
      interests.




(e)  The
      Company believes in good faith that the SAR Plan, as well as any other
“nonqualified deferred compensation plan” (as such term is defined under Section
      409A(d)(1) of the Code and the guidance thereunder) under which the Company
      makes, is obligated to make or promises to make, payments (each, a “409A Plan”)
      complies in all material respects, in both form and operation, with the
      requirements of Section 409A of the Code and the guidance thereunder. To the
      knowledge of the Company, no payment that has been made under any 409A Plan
      is,
      or will be, subject to the penalties of Section 409A(a)(1) of the
      Code.




2.3.  Subsidiaries . The
      Company does not currently own or control, directly or indirectly, any interest
      in any other corporation, partnership, trust, joint venture, limited liability
      company, association, or other business entity. The Company is not a participant
      in any joint venture, partnership or similar arrangement.




2.4.  Authorization . All
      corporate action required to be taken by the Company’s members and managers in
      order to authorize the Company to enter into the Transaction Agreements, and
      to
      issue the Preferred Shares at the Closing, has been taken or will be taken
      prior
      to the Closing. All action on the part of the members and managers of the
      Company necessary for the execution and delivery of the Transaction Agreements,
      the performance of all obligations of the Company under the Transaction
      Agreements to be performed as of the Closing, and the issuance and delivery
      of
      the Preferred Shares has been taken or will be taken prior to the Closing.
      The
      Transaction Agreements, when executed and delivered by the Company, shall
      constitute valid and legally binding obligations of the Company, enforceable
      against the Company in accordance with their respective terms except (i) as
      limited by applicable bankruptcy, insolvency, reorganization, moratorium,
      fraudulent conveyance, or other laws of general application relating to or
      affecting the enforcement of creditors’ rights generally, (ii) as limited by
      laws relating to the availability of specific performance, injunctive relief,
      or
      other equitable remedies, or (iii) to the extent the indemnification provisions
      contained in the Investor’s Rights Agreement and the Indemnification Agreement
      may be limited by applicable federal or state securities laws.




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2.5.  Valid
      Issuance of Preferred Shares . The
      Preferred Shares, when issued, sold and delivered in accordance with the terms
      and for the consideration set forth in this Agreement, will be validly issued,
      and free of restrictions on transfer other than restrictions on transfer under
      the Transaction Agreements, applicable state and federal securities laws and
      liens or encumbrances created by or imposed by the Purchaser. Assuming the
      accuracy of the representations of the Purchaser in Section 3 of this Agreement
      and subject to the filings described in Section 2.6 below, the Preferred Shares
      will be issued in compliance with all applicable federal and state securities
      laws.




2.6.  Governmental
      Consents and Filings . Assuming
      the accuracy of the representations made by the Purchaser in Section 3 of this
      Agreement, no consent, approval, order or authorization of, or registration,
      qualification, designation, declaration or filing with, any federal, state
      or
      local governmental authority is required on the part of the Company in
      connection with the consummation of the transactions contemplated by this
      Agreement, except for filings pursuant to Regulation D of the Securities Act,
      and applicable state securities laws, which have been made or will be made
      in a
      timely manner.




2.7.  Litigation . There is
      no claim, action, suit, proceeding, arbitration, complaint, charge or
      investigation pending or to the Company’s knowledge, currently threatened
      against the Company or any officer, manager or Key Employee of the Company
      arising out of their employment or managerial relationship with the Company.
      There is no claim, action, suit, proceeding, arbitration, complaint, charge
      or
      investigation pending or to the Company’s knowledge, currently threatened, that
      questions the validity of the Transaction Agreements or the right of the Company
      to enter into them, or to consummate the transactions contemplated by the
      Transaction Agreements; or to the Company’s knowledge, that would reasonably be
      expected to have, either individually or in the aggregate, a Material Adverse
      Effect. There is no action, suit, proceeding or investigation by the Company
      pending or which the Company currently intends to initiate.




2.8.  Intellectual
      Property . The
      Company owns or possesses or reasonably believes it can acquire on commercially
      reasonable terms sufficient legal rights to all Company Intellectual Property
      without any known conflict with, or infringement of, the rights of others.
      To
      the knowledge of the Company, no product or service marketed or sold (or
      proposed to be marketed or sold) by the Company violates or will violate any
      license or infringes or will infringe any intellectual property rights of any
      other party. Section 2.8 of the Disclosure Schedule lists all registered
      patents, trademarks and copyrights of the Company. The Company has not received
      any communications alleging that the Company has violated or, by conducting
      its
      business, would violate any of the patents, trademarks, service marks,
      tradenames, copyrights, trade secrets, mask works or other proprietary rights
      or
      processes of any other Person. The Company has obtained and possesses valid
      licenses to use all of the software programs present on the computers and other
      software-enabled electronic devices that it owns or leases or that it has
      otherwise provided to its employees for their use in connection with the
      Company’s business. The Company has not embedded any open source, copyleft or
      community source code in any of its products generally available or in
      development, including but not limited to any libraries or code licensed under
      any General Public License, Lesser General Public License or similar license
      arrangement.




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2.9.  Compliance
      with Other Instruments . The
      Company is not in violation or default (i) of any provisions of its Operating
      Agreement, (ii) of any instrument, judgment, order, writ or decree, (iii) under
      any note, indenture or mortgage, or (iv) under any lease, agreement, contract
      or
      purchase order to which it is a party or by which it is bound that is required
      to be listed on the Disclosure Schedule, or, of any provision of federal or
      state statute, rule or regulation applicable to the Company, the violation
      of
      which would have a Material Adverse Effect. The execution, delivery and
      performance of the Transaction Agreements and the consummation of the
      transactions contemplated by the Transaction Agreements will not result in
      any
      such violation or be in conflict with or constitute, with or without the passage
      of time and giving of notice, either (i) a default under any such provision,
      instrument, judgment, order, writ, decree, contract or agreement or (ii) an
      event which results in the creation of any lien, charge or encumbrance upon
      any
      assets of the Company or the suspension, revocation, forfeiture, or nonrenewal
      of any material permit or license applicable to the Company.




2.10.  Agreements;
      Actions .




(a)  Except
      for the Transaction Agreements, there are no agreements, understandings,
      instruments, contracts or proposed transactions to which the Company is a party
      or by which it is bound that involve (i) obligations (contingent or otherwise)
      of, or payments to, the Company in excess of 100,000.00, other than the MT
      Note,
      (ii) the license of any patent, copyright, trademark, trade secret or other
      proprietary right to or from the Company, (iii) the grant of rights to license,
      market, or sell its products to any other Person that limit the Company’s right
      to develop, distribute, market or sell its products, or (iv) indemnification
      by
      the Company with respect to infringements of proprietary rights.




(b)  Other
      than the MT Note, the Company has not (i) declared or paid any dividends, or
      authorized or made any distribution upon or with respect to any class or series
      of its membership interests, other than distributions in the ordinary course
      of
      business to satisfy the tax obligations of the members of the Company (ii)
      since
      January 1, 2007, incurred any indebtedness for money borrowed or incurred any
      other liabilities on a calendar year basis, individually in excess of 15,000.00
      or in excess of 50,000.00 in the aggregate, (iii) made any loans or advances
      to
      any Person, other than ordinary advances for travel expenses, or (iv) sold,
      exchanged or otherwise disposed of any of its assets or rights, other than
      the
      sale of its inventory or otherwise in the ordinary course of
      business.




(c)  The
      Company is not a guarantor or indemnitor of any indebtedness of any other
      Person.




(d)  Since
      July 18, 2007, the Company has not engaged in any discussion with any
      representative of any Person regarding (i) a sale or exclusive license of all
      or
      substantially all of the Company’s assets, or (ii) any merger, consolidation or
      other business combination transaction of the Company with or into another
      Person.




2.11.  Certain
      Transactions .




6




(a)  Other
      than (i) standard employee benefits generally made available to all employees,
      (ii) standard manager and officer indemnification agreements approved by the
      Board of Managers, (iii) the MT Note, and (iv) the purchase of membership
      interests and the issuance of units under the SAR Plan, there are no agreements,
      understandings or proposed transactions between the Company and any of its
      officers, managers, consultants or Key Employees, or any Affiliate
      thereof.




(b)  Other
      than pursuant to the MT Note and certain capital leases with Positive Ventures,
      L.L.C., the Company is not indebted, directly or indirectly, to any of its
      managers, officers or employees or to their respective spouses or children
      or to
      any Affiliate of any of the foregoing, other than in connection with expenses
      or
      advances of expenses incurred in the ordinary course of business or employee
      relocation expenses and for other customary employee benefits made generally
      available to all employees.




2.12.  Rights
      of Registration and Voting Rights . Except
      as provided in the Investor’s Rights Agreement, the Company is not under any
      obligation to register under the Securities Act any of its currently outstanding
      securities or any securities issuable upon exercise or conversion of its
      currently outstanding securities. To the Company’s knowledge, except as
      contemplated in the Operating Agreement, no member of the Company has entered
      into any agreements with respect to the voting of the securities of the
      Company.




2.13.  Absence
      of Liens . The
      property and assets that the Company owns are free and clear of all mortgages,
      deeds of trust, liens, loans and encumbrances, except for statutory liens for
      the payment of current taxes that are not yet delinquent and encumbrances and
      liens that arise in the ordinary course of business and do not materially impair
      the Company’s ownership or use of such property or assets. With respect to the
      property and assets it leases, the Company is in compliance with such leases
      and, to its knowledge, holds a valid leasehold interest free of any liens,
      claims or encumbrances other than those of the lessors of such property or
      assets.




2.14.  Financial
      Statements . The
      Company has delivered to the Purchaser its unaudited financial statements for
      the fiscal year ended December 31, 2006 and for the 6-month period ended June
      30, 2007 (the “Statement Date”) (collectively, the “Financial Statements”). The
      Financial Statements have been prepared in accordance with the books and records
      of the Company, and fairly present in all material respects the financial
      condition and operating results of the Company as of the dates, and for the
      periods, indicated therein, subject to normal year-end audit adjustments. Except
      as set forth in the Financial Statements, the Company has no material
      liabilities or obligations, contingent or otherwise, other than (i) liabilities
      incurred in the ordinary course of business subsequent to the Statement Date
      (ii) obligations under contracts and commitments incurred in the ordinary course
      of business, which, in all such cases, individually and in the aggregate would
      not have a Material Adverse Effect.




2.15.  Changes . Since
      the Statement Date there has not been:




(a)  any
      change in the assets, liabilities, financial condition or operating results
      of
      the Company from that reflected in the Financial Statements, except changes
      in
      the ordinary course of business that have not caused, in the aggregate, a
      Material Adverse Effect;




7




(b)  any
      damage, destruction or loss, whether or not covered by insurance, that would
      have a Material Adverse Effect;




(c)  any
      waiver or compromise by the Company of a valuable right or of a material debt
      owed to it;




(d)  any
      satisfaction or discharge of any lien, claim, or encumbrance or payment of
      any
      obligation by the Company, except in the ordinary course of business and the
      satisfaction or discharge of which would not have a Material Adverse
      Effect;




(e)  any
      material change to a material contract or agreement by which the Company or
      any
      of its assets is bound or subject;




(f)  any
      material change in any compensation arrangement or agreement with any employee,
      officer, manager or member;




(g)  any
      resignation or termination of employment of any officer or Key Employee of
      the
      Company;




(h)  any
      mortgage, pledge, transfer of a security interest in, or lien, created by the
      Company, with respect to any of its material properties or assets, except liens
      for taxes not yet due or payable and liens that arise in the ordinary course
      of
      business and do not materially impair the Company’s ownership or use of such
      property or assets;




(i)  any
      loans
      or guarantees made by the Company to or for the benefit of its employees,
      officers or managers, or any members of their immediate families, other than
      travel advances and other advances made in the ordinary course of its
      business;




(j)  any
      declaration, setting aside or payment or other distribution in respect of any
      of
      the Company’s securities (other than tax distributions), or any direct or
      indirect redemption, purchase, or other acquisition of any of such securities
      by
      the Company;




(k)  any
      sale,
      assignment or transfer of any Company Intellectual Property that could
      reasonably be expected to result in a Material Adverse Effect;




(l)  receipt
      of notice that there has been a loss of, or material order cancellation by,
      any
      major customer of the Company;




(m)  to
      the
      Company’s knowledge, any other event or condition of any character, other than
      events affecting the economy or the Company’s industry generally, that could
      reasonably be expected to result in a Material Adverse Effect; or




(n)  any
      arrangement or commitment by the Company to do any of the things described
      in
      this Section 2.15.




2.16.  Employee
      Matters .




8




(a)  As
      of the
      date hereof, the Company employs 17 full-time employees and 0 part-time
      employees and engages 3 consultants or independent contractors. Section 2.16
      of
      the Disclosure Schedule sets forth a description of all compensation, including
      salary, bonus, severance obligations and deferred compensation paid or payable
      for each officer, employee, consultant and independent contractor of the Company
      who received compensation in excess of $60,000 for the fiscal year ended
      December 31, 2006 or is anticipated to receive compensation in excess of $75,000
      for the fiscal year ending December 31, 2007.




(b)  To
      the
      Company’s knowledge, none of its employees is obligated under any contract
      (including licenses, covenants or commitments of any nature) or other agreement,
      or subject to any judgment, decree or order of any court or administrative
      agency, that would materially interfere with such employee’s ability to promote
      the interest of the Company or that would conflict with the Company’s business.
      Neither the execution or delivery of the Transaction Agreements, nor the
      carrying on of the Company’s business by the employees of the Company, nor the
      conduct of the Company’s business as now conducted and as presently proposed to
      be conducted, will, to the Company’s knowledge, conflict with or result in a
      breach of the terms, conditions, or provisions of, or constitute a default
      under, any contract, covenant or instrument under which any such employee is
      now
      obligated.




(c)  The
      Company is not delinquent in payments to any of its employees, consultants,
      or
      independent contractors for any wages, salaries, commissions, bonuses, or other
      direct compensation for any service performed for it to the date hereof or
      amounts required to be reimbursed to such employees, consultants, or independent
      contractors. The Company has complied in all material respects with all
      applicable state and federal equal employment opportunity laws and with other
      laws related to employment, including those related to wages, hours, worker
      classification, and collective bargaining. The Company has withheld and paid
      to
      the appropriate governmental entity or is holding for payment not yet due to
      such governmental entity all amounts required to be withheld from employees
      of
      the Company and is not liable for any arrears of wages, taxes, penalties, or
      other sums for failure to comply with any of the foregoing.




(d)  To
      the
      Company’s knowledge, no Key Employee intends to terminate employment with the
      Company or is otherwise likely to become unavailable to continue as a Key
      Employee, nor does the Company have a present intention to terminate the
      employment of any of the foregoing. Except as set forth in Section 2.16 of
      the
      Disclosure Schedule, the employment of each employee of the Company is
      terminable at the will of the Company. Except as set forth in Section 2.16
      of
      the Disclosure Schedule or as required by law, upon termination of the
      employment of any such employees, no severance or other payments will become
      due. Except as set forth in Section 2.16 of the Disclosure Schedule, the Company
      has no policy, practice, plan, or program of paying severance pay or any form
      of
      severance compensation in connection with the termination of employment
      services.




(e)  All
      representations regarding equity incentives to any officer, employees, member,
      manager or consultant have been described in reasonable accuracy to the
      Purchaser.




9




(f)  The
      Company has no Knowledge that any Key Employee whose employment was terminated
      by the Company has advised the Company of any potential claims against the
      Company.




(g)  Section 0 of
      the **** Disclosure
      Schedule sets forth each employee benefit plan maintained, established or
      sponsored by the Company, or which the Company participates in or contributes
      to, which is subject to the Employee Retirement Income Security Act of 1974,
      as
      amended (“ **ERISA** ”).
      The
      Company has made all required contributions and has no liability to any such
      employee benefit plan, other than liability for health plan continuation
      coverage described in Part 6 of Title I(B) of ERISA.




(h)  The
      Company is not bound by or subject to (and none of its assets or properties
      is
      bound by or subject to) any written or oral, express or implied, contract,
      commitment or arrangement with any labor union, and no labor union has requested
      or, to the knowledge of the Company, has sought to represent any of the
      employees, representatives or agents of the Company. There is no strike or
      other
      labor dispute involving the Company pending, or to the Company’s knowledge,
      threatened, which could have a Material Adverse Effect, nor is the Company
      aware
      of any labor organization activity involving its employees.




2.17.  Insurance . The
      Company has in full force and effect general commercial, product liability,
      fire
      and casualty insurance policies with coverage customary for companies similarly
      situated to the Company.




2.18.  Confidential
      Information and Invention Assignment Agreements . Each Key
      Employee of the Company has executed an agreement with the Company regarding
      confidentiality and proprietary information as disclosed in the Disclosure
      Schedules. The Company is not aware that any of its Key Employees is in
      violation thereof.




2.19.  Permits . The
      Company has all franchises, permits, licenses and any similar authority
      necessary for the conduct of its business, the lack of which could reasonably
      be
      expected to have a Material Adverse Effect. The Company is not in default in
      any
      material respect under any of such franchises, permits, licenses or other
      similar authority.




2.20.  Corporate
      Documents . The
      Operating Agreement is in the form provided to the Purchaser. A copy of the
      minute books of the Company has been provided to the Purchaser.




2.21  Disclosure . The
      Company has made available to the Purchaser all the information reasonably
      available to the Company that the Purchaser has requested for deciding whether
      to acquire the Preferred Shares, including certain of the Company’s projections
      describing its proposed business plan (the “Business Plan”). No representation
      or warranty of the Company contained in this Agreement, as qualified by the
      Disclosure Schedule, and no certificate furnished or to be furnished to
      Purchaser at the Closing contains any untrue statement of a material fact or
      omits to state a material fact necessary in order to make the statements
      contained herein or therein not misleading in light of the circumstances under
      which they were made. The Business Plan was prepared in good faith; however,
      the
      Company does not warrant that it will achieve any results projected in the
      Business Plan. It is understood that this representation is qualified by the
      fact that the Company has not delivered to the Purchaser, and has not been
      requested to deliver, a private placement or similar memorandum or any written
      disclosure of the types of information customarily furnished to purchasers
      of
      securities.




10




3.  Representations
      and Warranties of the Purchaser . The
      Purchaser hereby represents and warrants to the Company that:




3.1  Authorization . The
      Purchaser has full power and authority to enter into the Transaction Agreements.
      The Transaction Agreements to which the Purchaser is a party, when executed
      and
      delivered by the Purchaser, will constitute valid and legally binding
      obligations of the Purchaser, enforceable in accordance with their terms, except
      (a) as limited by applicable bankruptcy, insolvency, reorganization,
      moratorium, fraudulent conveyance, and any other laws of general application
      affecting enforcement of creditors’ rights generally, and as limited by laws
      relating to the availability of specific performance, injunctive relief, or
      other equitable remedies, or (b) to the extent the indemnification
      provisions contained in the Investor’s Rights Agreement may be limited by
      applicable federal or state securities laws.




3.2  Purchase
      Entirely for Own Account . This
      Agreement is made with the Purchaser in reliance upon the Purchaser’s
      representation to the Company, which by the Purchaser’s execution of this
      Agreement, the Purchaser hereby confirms, that the Preferred Shares to be
      acquired by the Purchaser will be acquired for investment for the Purchaser’s
      own account, not as a nominee or agent, and not with a view to the resale or
      distribution of any part thereof, and that the Purchaser has no present
      intention of selling, granting any participation in, or otherwise distributing
      the same. By executing this Agreement, the Purchaser further represents that
      the
      Purchaser does not presently have any contract, undertaking, agreement or
      arrangement with any Person to sell, transfer or grant participations to such
      Person or to any third Person, with respect to any of the Preferred Shares.
      The
      Purchaser has not been formed for the specific purpose of acquiring the
      Preferred Shares.




3.3  Disclosure
      of Information . The
      Purchaser has had an opportunity to discuss the Company’s business, management,
      financial affairs and the terms and conditions of the offering of the Preferred
      Shares with the Company’s management and has had an opportunity to review the
      Company’s facilities. The foregoing, however, does not limit or modify the
      representations and warranties of the Company in Section
      2 of this
      Agreement or the right of the Purchaser to rely thereon.




3.4  Restricted
      Securities . The
      Purchaser understands that the Preferred Shares have not been, and will not
      be,
      registered under the Securities Act, by reason of a specific exemption from
      the
      registration provisions of the Securities Act which depends upon, among other
      things, the bona fide nature of the investment intent and the accuracy of the
      Purchaser’s representations as expressed herein. The Purchaser understands that
      the Preferred Shares are “restricted securities” under applicable U.S. federal
      and state securities laws and that, pursuant to these laws, the Purchaser must
      hold the Preferred Shares indefinitely unless they are registered with the
      Securities and Exchange Commission and qualified by state authorities, or an
      exemption from such registration and qualification requirements is available.
      The Purchaser acknowledges that the Company has no obligation to register or
      qualify the Preferred Shares, or the membership interests into which they may
      be
      converted, for resale except as set forth in the Investor’s Rights Agreement.
      The Purchaser further acknowledges that if an exemption from registration or
      qualification is available, it may be conditioned on various requirements
      including, but not limited to, the time and manner of sale, the holding period
      for the Preferred Shares, and on requirements relating to the Company which
      are
      outside of the Purchaser’s control, and which the Company is under no
      obligation ** and
      may
      not be able to satisfy.




11




3.5  No
      Public Market . The
      Purchaser understands that no public market now exists for the Preferred Shares,
      and that the Company has made no assurances that a public market will ever
      exist
      for the Preferred Shares.




3.6  Legends . The
      Purchaser understands that the Preferred Shares and any securities issued in
      respect of or exchange for the Preferred Shares, may bear one or all of the
      following legends:




“THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH
      A
      VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH
      TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED
      THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT
      SUCH
      REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”




Any
      legend set forth in, or required by, the other Transaction
      Agreements.




Any
      legend required by the securities laws of any state to the extent such laws
      are
      applicable to the Preferred Shares represented by the certificate so
      legended.




3.7  Accredited
      Investor . The
      Purchaser is an accredited investor as defined in Rule 501(a) of Regulation
      D
      promulgated under the Securities Act.




3.8  No
      General Solicitation . Neither
      the Purchaser, nor any of its officers, directors, employees, agents,
      stockholders or partners has either directly or indirectly, including through
      a
      broker or finder (a) engaged in any general solicitation, or
      (b) published any advertisement in connection with the offer and sale of
      the Preferred Shares.




3.9  Residence . The
      Purchaser’s principal place of business is identified in the address of the
      Purchaser set forth herein.




4.  Conditions
      to the Purchaser’s Obligations at Closing . The
      obligations of the Purchaser to purchase the Preferred Shares at the Closing
      are
      subject to the fulfillment, on or before the Closing, of each of the following
      conditions, unless otherwise waived:




12




4.1  Representations
      and Warranties . The
      representations and warranties of the Company contained in Section 2 shall be
      true and correct in all respects as of the Closing.




4.2  Performance . The
      Company shall have performed and complied with all covenants, agreements,
      obligations and conditions contained in this Agreement that are required to
      be
      performed or complied with by the Company on or before the Closing.




4.3  Compliance
      Certificate . A
      manager of the Company shall deliver to the Purchaser at the Closing a
      certificate certifying that the conditions specified in Sections
      4.1 and 4.2 have
      been fulfilled.




4.4  Qualifications . All
      authorizations, approvals or permits, if any, of any governmental authority
      or
      regulatory body of the United States or of any state that are required in
      connection with the lawful issuance and sale of the Preferred Shares pursuant
      to
      this Agreement shall be obtained and effective as of the Closing.




4.5  Opinion
      of Company Counsel . The
      Purchaser shall have received from Faegre & Benson LLP, counsel for the
      Company, an opinion, dated as of the Closing, in form generally satisfactory
      to
      the Purchaser *.*




4.6  Board
      of Managers . As of
      the Closing, the authorized size of the Board shall be 5, and the Board shall
      be
      comprised of Anthony Sheesley, Robert Paulsen, Gregory Menard, Isaac Elliott,
      and Frank Manning.




4.7  **INTENTIONALLY
      OMITTED**




4.8  Investor’s
      Rights Agreement . The
      Company and the members of the Company named as parties thereto shall have
      executed and delivered the Investor’s Rights Agreement.




4.9  Option
      Agreement . The
      Company shall have executed and delivered the Option Agreement.




4.10  Secretary’s
      Certificate . A
      manager of the Company shall have delivered to the Purchaser at the Closing
      a
      certificate certifying (i) the Operating Agreement, (ii) resolutions of the
      Board of Managers of the Company approving the Transaction Agreements and the
      transactions contemplated under the Transaction Agreements, and (iii)
      resolutions of the members of the Company approving the Transaction Agreements
      and the transactions contemplated under the Transaction Agreements.




4.11  Proceedings
      and Documents . All
      limited liability company and other proceedings in connection with the
      transactions contemplated at the Closing and all documents incident thereto
      shall be reasonably satisfactory in form and substance to the Purchaser, and
      the
      Purchaser (or its counsel) shall have received all such counterpart original
      and
      certified or other copies of such documents as reasonably requested. Such
      documents may include good standing certificates.




13




5.  Conditions
      of the Company’s Obligations at Closing . The
      obligations of the Company to sell the Preferred Shares to the Purchaser at
      the
      Closing are subject to the fulfillment, on or before the Closing, of each of
      the
      following conditions, unless otherwise waived:




5.1  Representations
      and Warranties . The
      representations and warranties of the Purchaser contained in Section 3 shall be
      true and correct in all respects as of the Closing.




5.2  Performance . The
      Purchaser shall have performed and complied with all covenants, agreements,
      obligations and conditions contained in this Agreement that are required to
      be
      performed or complied with by it on or before the Closing.




5.3  Qualifications . All
      authorizations, approvals or permits, if any, of any governmental authority
      or
      regulatory body of the United States or of any state that are required in
      connection with the lawful issuance and sale of the Preferred Shares pursuant
      to
      this Agreement shall be obtained and effective as of the Closing.




5.4  Investor’s
      Rights Agreement . The
      Purchaser shall have executed and delivered the Investors’ Rights
      Agreement.




5.5  Option
      Agreement .
      The
      Purchaser shall have executed and delivered the Option Agreement.




6.  Miscellaneous .




6.1  Survival
      of Warranties . Unless
      otherwise set forth in this Agreement, the representations and warranties of
      the
      Company and the Purchaser contained in or made pursuant to this Agreement shall
      survive the execution and delivery of this Agreement and the Closing until
      the
      earlier of the Purchaser’s exercise of the Option (as such term is defined in
      the Option Agreement) or the expiration of the Option, and shall in no way
      be
      affected by any investigation or knowledge of the subject matter thereof made
      by
      or on behalf of the Purchaser or the Company.




6.2  Successors
      and Assigns . The
      terms and conditions of this Agreement shall inure to the benefit of and be
      binding upon the respective successors and assigns of the parties. Nothing
      in
      this Agreement, express or implied, is intended to confer upon any party other
      than the parties hereto or their respective successors and assigns any rights,
      remedies, obligations, or liabilities under or by reason of this Agreement,
      except as expressly provided in this Agreement.




6.3  Governing
      Law . This
      Agreement and any controversy arising out of or relating to this Agreement
      shall
      be governed by and construed in accordance with the internal laws of the State
      of Delaware, without regard to conflict of law principles that would result
      in
      the application of any law other than the law of the State of
      Delaware.




14




6.4  Counterparts;
      Facsimile . This
      Agreement may be executed and delivered by facsimile signature and in two or
      more counterparts, each of which shall be deemed an original, but all of which
      together shall constitute one and the same instrument.




6.5  Titles
      and Subtitles . The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this
      Agreement.




6.6  Notices .  All
      notices and other communications given or made pursuant to this Agreement shall
      be in writing and shall be deemed effectively given upon the
      earlier of actual receipt or: (i) personal delivery to the party to be notified;
      (ii) when sent, if sent by electronic mail or facsimile during the recipient’s
      normal business hours, and if not sent during normal business hours, then on
      the
      recipient’s next business day; (iii) five (5) days after having been sent by
      registered or certified mail, return receipt requested, postage prepaid; or
      (iv)
      one (1) business day
      after  deposit
      with a nationally recognized overnight courier, freight prepaid, specifying
      next-business day delivery, with written verification of receipt. All
      communications shall be sent to the respective parties at their addresses as
      set
      forth on the
      signature pages or Schedule A (as applicable) hereto, or to the
      principal office of the Company and to the attention of the Chief Executive
      Officer, in the case of the Company, or to such
      email address, facsimile number, or address as subsequently modified by written
      notice given in accordance with this Section 6.6. If notice is given to the
      Company, a copy shall also be sent to Faegre & Benson LLP, 1900 Fifteenth
      Street, Boulder, Colorado 80302, Attention: Deborah M. Kelly, and if notice
      is
      given to the Investor, a copy shall also be given to Morse, Barnes-Brown &
Pendleton, P.C., Reservoir Place, 1601 Trapelo Road, Waltham, Massachusetts
      02451, Attention: Jeffrey P. Steele.




6.7  No
      Finder’s Fees . Each
      party represents that it neither is nor will be obligated for any finder’s fee
      or commission in connection with this transaction. The Purchaser agrees to
      indemnify and to hold harmless the Company from any liability for any commission
      or compensation in the nature of a finder’s or broker’s fee arising out of this
      transaction (and the costs and expenses of defending against such liability
      or asserted liability) for which the Purchaser or any of its officers,
      employees, or representatives is responsible. The Company agrees to indemnify
      and hold harmless the Purchaser from any liability for any commission or
      compensation in the nature of a finder’s or broker’s fee arising out of
      this transaction (and the costs and expenses of defending against such liability
      or asserted liability) for which the Company or any of its officers, employees
      or representatives is responsible.




6.8  Fees
      and Expenses . Each
      party hereto shall bear its own fees and expenses relating to the Transaction
      Agreements.




6.9  Attorneys’
      Fees . If any
      action at law or in equity (including arbitration) is necessary to enforce
      or
      interpret the terms of any of the Transaction Agreements, the prevailing party
      shall be entitled to reasonable attorneys’ fees, costs and necessary
      disbursements in addition to any other relief to which such party may be
      entitled.




15




6.10  Amendments
      and Waivers . Any term
      of this Agreement may be amended, terminated or waived solely with the written
      consent of the Company and the Purchaser.




6.11  Severability . The
      invalidity or unenforceability of any provision hereof shall in no way affect
      the validity or enforceability of any other provision.




6.12  Delays
      or Omissions . No delay
      or omission to exercise any right, power or remedy accruing to any party under
      this Agreement, upon any breach or default of any other party under this
      Agreement, shall impair any such right, power or remedy of such non-breaching
      or
      non-defaulting party nor shall it be construed to be a waiver of any such breach
      or default, or an acquiescence therein, or of or in any similar breach or
      default thereafter occurring; nor shall any waiver of any single breach or
      default be deemed a waiver of any other breach or default theretofore or
      thereafter occurring. Any waiver, permit, consent or approval of any kind or
      character on the part of any party of any breach or default under this
      Agreement, or any waiver on the part of any party of any provisions or
      conditions of this Agreement, must be in writing and shall be effective only
      to
      the extent specifically set forth in such writing. All remedies, either under
      this Agreement or by law or otherwise afforded to any party, shall be cumulative
      and not alternative.




6.13  Entire
      Agreement . This
      Agreement (including the Exhibits hereto), the Operating Agreement and the
      other
      Transaction Agreements constitute the full and entire understanding and
      agreement between the parties with respect to the subject matter hereof, and
      any
      other written or oral agreement relating to the subject matter hereof existing
      between the parties are expressly canceled.




6.14  No
      Commitment for Additional Financing . The
      Company acknowledges and agrees that the Purchaser has not made any
      representation, undertaking, commitment or agreement to provide or assist the
      Company in obtaining any financing, investment or other assistance, other than
      the purchase of the Preferred Shares as set forth herein and subject to the
      conditions set forth herein. In addition, the Company acknowledges and agrees
      that (i) no statements, whether written or oral, made by the Purchaser or
      its representatives on or after the date of this Agreement shall create an
      obligation, commitment or agreement to provide or assist the Company in
      obtaining any financing or investment, (ii) the Company shall not rely on
      any such statement by the Purchaser or its representatives and (iii) an
      obligation, commitment or agreement to provide or assist the Company in
      obtaining any financing or investment may only be created by a written
      agreement, signed by the Purchaser and the Company, setting forth the terms
      and
      conditions of such financing or investment and stating that the parties intend
      for such writing to be a binding obligation or agreement. The Purchaser shall
      have the right, in its sole and absolute discretion, to refuse or decline to
      participate in any other financing of or investment in the Company, and shall
      have no obligation to assist or cooperate with the Company in obtaining any
      financing, investment or other assistance.




16


IN
      WITNESS WHEREOF, the parties have executed this Series A Preferred Share
      Purchase Agreement as of the date first written above.


**COMPANY:**
              **UNITY
                BUSINESS NETWORKS, L.L.C.**By:
            /s/ Anthony SheesleyName:
Anthony
              Sheesley(print)Title: ManagerAddress: 3900 E. Mexico Avenue, Suite
              930Denver,
                CO 80210




**PURCHASER:**
              **ZOOM
                TECHNOLOGIES, INC.**By:
            /s/ Frank B. Manning, Chief Executive
              OfficerAddress: