**OPTION
      AGREEMENT**




THIS
      OPTION AGREEMENT is made and entered into as of this 25 th day of
      July, 2007, by and among Unity Business Networks, L.L.C., an Arizona limited
      liability company (the “ **Company** ”),
      Zoom
      Technologies, Inc., a Delaware corporation (the **“Option
      Holder”** ),
      and
      each of the members of the Company listed on Schedule
      A (together with any subsequent members, or any transferees, who become parties
      hereto as “Holders” pursuant to Sections
      7.1 or 7.2 below,
      the “ **Holders** ” ).




RECITALS




A.  Concurrently
      with the execution of this Agreement, the Company and the Option Holder are
      entering into a Series A Preferred Share Purchase Agreement (the “ **Purchase
      Agreement** ”)
      providing for the sale of Series A Preferred Shares in the Company to the Option
      Holder.




B.  The
      parties desire to enter into this Agreement to set forth their agreements and
      understandings with respect to the Option Holder’s right and option (the **“Option”** )
      to
      purchase the Company (whether by means of a purchase of the assets, a merger
      or
      consolidation, a purchase of all outstanding ownership interests in the Company
      not then owned by the Option Holder, or otherwise, as determined pursuant to
      this Agreement) on the terms and conditions set forth in this
      Agreement.




NOW,
      THEREFORE, the parties agree as follows:




1.  The
      Option .





1.1  The
      Option .
      The
      Option Holder shall have the right, exercisable during the thirty (30) day
      period (the **“Option
      Period”** )
      commencing with the receipt by the Option Holder of the audited financial
      statements of the Company for fiscal year 2008 (such audited financial
      statements to be the financial statements set forth in Section 3.1(a) of the
      Investor’s Rights Agreement, of even date hereof, and by and among the Company,
      the Option Holder and the Key Holder parties thereto (the “ **Investor’s
      Rights Agreement** ”)),
      to
      purchase the Company. Such purchase (the **“Transaction”** ),
      to
      take the form of either (i) the purchase of all of the outstanding Membership
      Interests (as such term is defined below) then outstanding and not then held
      by
      the Option Holder such that, upon such purchase, the Option Holder will own
      all
      of the outstanding membership interests of the Company of any and all classes
      and series; or, (ii) such other form as both of the Option Holder and the
      Company may agree, including without limitation: (a) the purchase of all or
      substantially all of the assets of the Company; or (b) the merger or
      consolidation of the Company with or into the Option Holder or other entity.
      It
      is hereby agreed and acknowledged that, in selecting the form of the
      Transaction, the parties hereto desire that such form accommodate, as much
      as
      possible, the desire of all parties to limit or reduce then current taxation
      to
      the Company and the holders of its Membership Interests, to provide sufficient
      funds directly to the Company to allow for the payment in full of any then
      remaining liability of the Company under that certain promissory note issued
      by
      the Company in favor of MT Family Partnership and the funding of the Company’s
      SAR Plan, and to provide the best possible long term tax and accounting
      treatment for the Transaction to the Option Holder and the selling members
      of
      the Company. The Option may be exercised by the Option Holder at any time during
      the Option Period by providing written notice (the **“Exercise
      Notice”** )
      to the
      Company of the Option Holder’s exercise of the Option. Upon receipt of the
      Exercise Notice, the Company shall promptly provide notice to all Holders of
      the
      exercise of the Option.









The
      term **“Membership
      Interests”** shall
      mean any and all evidences of equity ownership in the Company, of any and all
      classes and series, and including, for so long as the Company shall be a limited
      liability company, any and all classes and series of membership interests in
      the
      Company, including without limitation Common Shares and Series A Preferred
      Shares, and, at any time when the Company may be a corporation, any and all
      classes and series of the capital stock of the Company.





1.2  Option
      Price . The
      aggregate price (the **“Purchase
      Price”** )
      the
      Option Holder shall pay upon exercise of the Option will be based upon a
      multiple of the Company’s 2008 revenues. Either a “high multiple” or “low
      multiple” will be used, based on the Company’s 2008 Revenues. The high multiple
      is 1.44869 and the low multiple is 1.20870. The high multiple is earned if
      the
      Company’s 2008 revenues are $10 million or more AND if 2008 net income (before
      subtracting capital expenses, depreciation expenses, amortization expenses,
      and
      interest expenses) is break-even or better, subject to the following conditions:
      (i) revenues not relating to the Company’s current business will not count; (ii)
      if non-recurring revenues (including phone sales) relating to the Company’s
      business exceed 30% of the total revenues relating to the Company’s business,
      the excess amount (i.e., the amount over 30%) will not count as 2008 revenues;
      and (iii) if telephone equipment revenues exceed 15% of the total revenues
      relating to the Company’s business, the excess amount (i.e., the amount over
      15%) will not count as 2008 revenues. The low multiple is to be used if the
      conditions for the high multiple have not been met.





1.3  Payment
      of Purchase Price; Closing .
      In the
      event the Option Holder exercises the Option, the Option Holder shall (i) pay
      at
      least seventy percent (70%) of the Purchase Price in cash; and (ii) pay at
      least
      ten percent (10%) but no more than thirty percent (30%) of the Purchase Price
      in
      the form of the Option Holder’s common stock. The deemed value of the Option
      Holder’s common stock will be the average Closing Price over the preceding
      forty-five (45) trading days. For this purpose, “Closing Price” shall mean the
      average of the closing bid and the closing ask prices. Notwithstanding the
      foregoing, in the event that (i) the Option is being exercised by a Transferee
      (as such term is defined below); or (ii) the Option is being exercised by the
      original Option Holder hereunder and at the time of exercise the Option Holder’s
      common stock has been delisted from the NASDAQ SmallCap Market, the Company
      shall have the option of requiring the Purchase Price to be paid (A) all in
      cash; or (B) in any stock/cash combination between zero percent (0%) and fifty
      percent (50%) stock and the balance in cash. In either event, the Option Holder
      or the Transferee, as applicable, may notify the Company in advance of its
      intent to exercise of the Option (which expression of intent shall not be
      binding) in which event the Company shall as soon as possible and in any event
      within fifteen (15) business days thereafter inform the Option Holder or the
      Transferee (as applicable) of the Company’s preferred method of payment of the
      Purchase Price. No part of the Purchase Price will be paid or distributed to
      the
      Option Holder as a member of the Company. In connection with the exercise of
      the
      Option, the Company and the Option Holder shall negotiate in good faith a
      purchase agreement containing customary and reasonable representations,
      warranties and covenants. The closing (the **“Closing”** )
      of the
      exercise of the Option will occur within thirty (30) days of the date of the
      Exercise Notice. **“Transferee”** shall
      mean any an individual, firm, corporation, partnership, association, limited
      liability company, trust or any other entity (each of which, a **“Person”** )
      to
      which the Option has been transferred pursuant to the terms of Section 7.2
      hereof. Shares of the common stock of the Option Holder constituting a portion
      of the Purchase Price are hereinafter referred to as **“Consideration
      Shares”** ).
      As of
      the date hereof, the Company owes approximately $711,000 to the MT FAMILY
      LIMITED PARTNERSHIP, an Arizona limited partnership, under the Amended and
      Restated Promissory Note, dated as of May 1, 2007, (the “ **MT
      Note** ”).
      The
      Company is obligated to pay off the MT Note in full prior to the Closing. The
      Option Holder agrees to cooperate with the Company, including, if necessary,
      to
      fund the Company with sufficient cash at the Closing (but in no event with
      more
      cash than the amount of cash otherwise required under this Section 1.3)
      regarding the payoff of the MT Note and any obligation of the Company under
      the
      Company’s Stock Appreciation Rights Plan dated October 1, 2005 (the
“ **SAR
      Plan** ”),
      it
      being understood and agreed that any and all amounts advanced or paid by the
      Option Holder to payoff the MT Note or to pay any obligation of the Company
      under the SAR Plan shall reduce, dollar for dollar, the Purchase Price with
      such
      reduction being of the cash portion of the Purchase Price.




2




2.  Holder
      Covenants.




2.1  Actions
      to be Taken .
      In the
      event of the exercise of the Option, then each Holder hereby
      agrees:




(a)  if
      the
      Transaction requires approval of the members of the Company or any of them,
      with
      respect to all Membership Interests that such Holder owns or over which such
      Holder otherwise exercises voting power, to vote (in person, by proxy or by
      action by written consent, as applicable) all such Membership Interests in
      favor
      of, and adopt, the Transaction (together with any related amendment or waiver
      to
      the Company’s Second Amended and Restated Operating Agreement, dated as of the
      date hereof, as the same may be further amended and/or restated from time to
      time (as the same may be so amended and/or restated, the **“Operating
      Agreement”** ))
      and to
      vote in opposition to any and all other proposals that could delay or impair
      the
      ability to consummate the Transaction;




(b)  if
      the
      Transaction is a sale of the outstanding Membership Interests, to sell all
      of
      its Membership Interests to the Option Holder in connection with and at the
      Closing of the Transaction;




(c)  to
      execute and deliver all related documentation and take such other action in
      support of the exercise of the Option and the closing of the Transaction
      contemplated thereunder as shall reasonably be requested by the Company or
      the
      Option Holder in order to carry out the terms and provision of this Section
      2 ,
      including without limitation executing and delivering instruments of conveyance
      and transfer, and any purchase agreement, merger agreement, indemnity agreement,
      escrow agreement, consent, waiver, governmental filing, share certificates
      duly
      endorsed for transfer (free and clear of impermissible liens, claims and
      encumbrances) and any similar or related documents;




3




(d)  not
      to
      deposit, and to cause its Affiliates not to deposit, except as provided in
      this
      Agreement or the Operating Agreement, any Membership Interests of the Company
      owned by such party or Affiliate in a voting trust or subject any Membership
      Interests to any arrangement or agreement with respect to the voting of such
      Membership Interests, unless specifically requested to do so by the Option
      Holder;




(e)  to
      refrain from exercising any dissenters’ rights or rights of appraisal under
      applicable law at any time with respect to the exercise of the Option and the
      closing of the Transaction; and




(f)  if
      the
      consideration to be paid in exchange for the Membership Interests includes
      any
      securities and due receipt thereof by any Holder would require under applicable
      law (x) the registration or qualification of such securities or of any person
      as
      a broker or dealer or agent with respect to such securities or (y) the provision
      to any Holder of any information other than such information as a prudent issuer
      would generally furnish in an offering made solely to “accredited investors” as
      defined in Regulation D promulgated under the Securities Act of 1933, as
      amended, the Option Holder may cause to be paid to any such Holder in lieu
      thereof, against surrender of the Membership Interests which would have
      otherwise been sold by such Holder, an amount in cash equal to the fair value
      (as determined in good faith by the Company) of the securities which such Holder
      would otherwise receive as of the date of the issuance of such securities in
      exchange for the Membership Interests.




2.2  Exceptions .
      Notwithstanding the foregoing Section 2.1, a Holder will not be required to
      comply with Section
      2.1 above in
      connection with any exercise of the Option unless:




(a)  any
      representations and warranties to be made by such Holder in connection with
      the
      Transaction are limited to representations and warranties related to authority,
      ownership and the ability to convey title to such Holder’s Membership Interests,
      including but not limited to representations and warranties that (i) the Holder
      holds all right, title and interest in and to the Membership Interests such
      Holder purports to hold, free and clear of all liens and encumbrances, (ii)
      the
      obligations of the Holder in connection with the Transaction have been duly
      authorized, if applicable, (iii) the documents to be entered into by the Holder
      have been duly executed by the Holder and delivered to the acquirer and are
      enforceable against the Holder in accordance with their respective terms and
      (iv) neither the execution and delivery of documents to be entered into in
      connection with the Transaction, nor the performance of the Holder’s obligations
      thereunder, will cause a breach or violation of the terms of any agreement,
      law
      or judgment, order or decree of any court or governmental agency;




(b)  the
      Holder shall not be liable for the inaccuracy of any representation or warranty
      made by any other person in connection with the Transaction, other than the
      Company (except to the extent that funds may be paid out of an escrow
      established to cover breach of representations, warranties and covenants of
      the
      Company as well as breach by any stockholder of any of identical
      representations, warranties and covenants provided by all
      stockholders);




4




(c)  the
      liability for indemnification, if any, of such Holder in the Transaction and
      for
      the inaccuracy of any representations and warranties made by the Company in
      connection with the Transaction, is several and not joint with any other Person
      (except to the extent that funds may be paid out of an escrow established to
      cover breach of representations, warranties and covenants of the Company as
      well
      as breach by any Holder of any of identical representations, warranties and
      covenants provided by all Holders), and is pro rata in proportion to the amount
      of consideration paid to such Holder in connection with such Transaction (in
      accordance with the provisions of the Operating Agreement);




(d)  liability
      shall be limited to such Holder's applicable share (determined based on the
      respective proceeds payable to each Holder in connection with such Transaction
      in accordance with the provisions of the Operating Agreement) of a negotiated
      aggregate indemnification amount that applies equally to all Holders but that
      in
      no event exceeds the amount of consideration otherwise payable to such Holder
      in
      connection with such Transaction, except with respect to claims related to
      fraud
      by such Holder, the liability for which need not be limited as to such Holder;




(e)  upon
      or
      after (as appropriate) the consummation of the Transaction, (i) each holder
      of
      each class or series of the Company’s Membership Interests will receive the same
      form of consideration for their Membership Interests of such class or series
      as
      is received by other holders in respect of their Membership Interests of such
      same class or series; and (ii) the aggregate Purchase Price shall be allocated
      among the Holders on the basis of the relative ownership percentages in
      accordance with the Operating Agreement;




(f)  subject
      to clause (e) above, requiring the same form of consideration to be available
      to
      the holders of any single class or series of Membership Interests, if any
      Holders are given an option as to the form and amount of consideration to be
      received as a result of the Transaction, all Holders of such class or series
      of
      Membership Interests will be given the same option; and




(g)  in
      the
      event the Option is being exercised by a Transferee, any purchase agreement
      pursuant to which the Closing is accomplished shall provide (i) that any
      representations and warranties contained therein shall survive (following the
      closing of the exercise of the Option) for no longer than the earlier of (A)
      30
      days after the next audited financial statements become available or (B) 12
      months following the closing of the exercise of the Option; provided that,
      and
      notwithstanding the foregoing, any representations and warranties regarding
      tax,
      ERISA and environmental matters may survive for the applicable statute of
      limitations period; (ii) that no more than 20% of the purchase price shall
      be placed in escrow at closing of the Option exercise; that to the extent the
      purchase price consists of stock of the Transferee, the escrowed amount shall
      be
      comprised of stock (and if less than 20% of the purchase price consists of
      stock, the remainder of the escrowed amount shall consist of cash); and that
      when satisfying any indemnification obligations out of the escrowed funds,
      escrowed stock should be used before escrowed cash; and (iii) that the Company
      and the selling Members shall be obliged to indemnify the Option Holder only
      to
      the extent that the aggregate losses for all claims exceed $50,000.




5




3.  Remedies .




3.1  Covenants
      of the Company . Each of
      the Option Holder and the Company agrees to use its best efforts, within the
      requirements of applicable law, to ensure that the rights granted under this
      Agreement are effective and that the parties enjoy the benefits of this
      Agreement and to
      take
      such actions as may be required and to grant such waivers and consents as may
      be
      necessary or required, whether under the Operating Agreement or otherwise,
      to
      effectuate the closing of the Transaction upon and after the exercise of the
      Option .




3.2  Irrevocable
      Proxy .
      Each
      Holder hereby constitutes and appoints the Treasurer of the Company, and in
      such
      officer’s absence, the Chairman of the Company, and a designee of the Option
      Holder, and each of them, with full power of substitution, as the proxies of
      the
      Holder with respect to the votes regarding any exercise of the Option pursuant
      to Section 2 hereof, and hereby authorizes each of them to represent and to
      vote, if and only if the party (i) fails to vote or (ii) attempts to
      vote (whether by proxy, in person or by written consent), in a manner which
      is
      inconsistent with the terms of this Agreement, all of such party’s Membership
      Interests pursuant to and in accordance with the terms and provisions of said
      Section 2. The proxy granted pursuant to the immediately preceding sentence
      is
      given in consideration of the agreements and covenants of the parties in
      connection with the transactions contemplated by this Agreement and, as such,
      is
      coupled with an interest and shall be irrevocable unless and until this
      Agreement terminates or expires pursuant to Section 6 hereof. Each party hereto
      hereby revokes any and all previous proxies with respect to the Shares and
      shall
      not hereafter, unless and until this Agreement terminates or expires pursuant
      to
      Section 6 hereof, purport to grant any other proxy or power of attorney with
      respect to any of the Shares, deposit any of the Shares into a voting trust
      or
      enter into any agreement (other than this Agreement), arrangement or
      understanding with any person, directly or indirectly, to vote, grant any proxy
      or give instructions with respect to the voting of any of the Shares, in each
      case, with respect to any of the matters set forth herein .




3.3  Specific
      Enforcement . Each
      party acknowledges and agrees that each party hereto will be irreparably damaged
      in the event any of the provisions of this Agreement are not performed by the
      parties in accordance with their specific terms or are otherwise breached.
      Accordingly, it is agreed that each of the Company and the Option Holder shall
      be entitled to an injunction to prevent breaches of this Agreement, and to
      specific enforcement of this Agreement and its terms and provisions in any
      action instituted in any court of the United States or any state having subject
      matter jurisdiction.




3.4  Remedies
      Cumulative .
      All
      remedies, either under this Agreement or by law or otherwise afforded to any
      party, shall be cumulative and not alternative.




4.  Option
      Holder Covenants .




4.1  Registration.




(a)  The
      following terms have the following meanings for purposes of this Section
      4:




“ **Business
      Day** ”
shall
      mean a day other than a Saturday, Sunday or other day on which commercial banks
      in Boston, Massachusetts are authorized or required by law to
      close.




6




“ **Commission** ”
means
      the United States Securities and Exchange Commission, or any successor
      governmental agency or authority.




“ **Effectiveness
      Period** ”
means
      the period beginning on the date the Registration Statement is declared
      effective by the Commission and ending on the earlier of (i) the date when
      all
      Registrable Securities covered by the Registration Statement (A) cease to be
      outstanding or otherwise to be Registrable Securities or (B) may be resold
      pursuant to Rule 144 under the Securities Act or (ii) all Registrable Securities
      have been sold.




“ **Exchange
      Act** ” **** means
      the
      United States Securities Exchange Act of 1934, as amended, and the rules and
      regulations promulgated thereunder.




“ **Person** ”
means
      any individual, sole proprietorship, partnership, corporation, limited liability
      entity, joint venture, unincorporated society or association, trust or other
      legal entity or Governmental Authority.




“ **Prospectus** ”
means
      the prospectuses included in any Registration Statement, as amended or
      supplemented by any amendment or prospectus supplement, including post-effective
      amendments, and all materials incorporated by reference or explicitly deemed
      to
      be incorporated by reference in such Prospectus.




“ **Registrable
      Securities** ”
means
      the Consideration Shares until the earliest of (a) their resale in
      accordance with a Registration Statement covering such securities and
      (b) their sale pursuant to an exemption from registration under the
      Securities Act or in any other transaction in which the applicable purchaser
      does not receive “restricted securities” (as such term is defined for the
      purposes of Rule 144 under the Securities Act).




“ **Registration
      Expenses** ” **** means
      all
      fees and expenses incurred by the Option Holder in connection with the
      performance of its obligations under Section 4, whether or not a Registration
      Statement is filed or becomes effective, including (i) all preparation,
      registration and filing fees, (ii) printing expenses, (iii) all listing
      fees and expenses, if any and (iv) fees and disbursements of counsel for
      the Option Holder in connection with the Registration Statements relating to
      the
      Registrable Securities, but not including any and all
      underwriting discounts, selling commissions, and stock transfer taxes applicable
      to the sale of Registrable Securities, and fees and disbursements of legal
      counsel for any selling security holder .





“ **Registration
      Statement** ”
means
      any registration statement of the Option Holder that covers any of the
      Registrable Securities pursuant to the provisions of this Agreement, including
      a
      Prospectus, amendments and supplements to such registration statement, including
      post-effective amendments, all exhibits, and all materials incorporated by
      reference or explicitly deemed to be incorporated by reference in such
      registration statement.




7




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




(b)  In
      the
      event of the exercise of the Option and Consideration Shares constitute a
      portion of the Purchase Price, the Option Holder shall, for the benefit of
      the
      Holders, at the Option Holder’s cost, (A) as soon as practicable, but not later
      than 90 days following the date of the Closing, prepare and file with the
      Commission, a Registration Statement on an appropriate form under the Securities
      Act permitting registration of the Registrable Securities for resale by the
      Holders to be made on a delayed or continuous basis, (B) use its best efforts
      to
      cause the Registration Statement to be declared effective as soon as
      practicable, but in any event not later than 180 days after the date hereof,
      and
      (C) use its best efforts to keep the Registration Statement (or any Subsequent
      Registration Statement) continuously effective under the Securities Act until
      the expiration of the Effectiveness Period. Notwithstanding the above, no Holder
      shall be entitled to have the Registrable Securities held by such Holder covered
      by the Registration Statement unless such Holder agrees in writing to be bound
      by the provisions of this Section 4 applicable to such Holder.




(c)  At
      the
      time the Registration Statement is declared effective, each Holder shall be
      named as a selling securityholder in the Registration Statement and the related
      Prospectus in such a manner as to permit such Holder to deliver such Prospectus
      to purchasers of Registrable Securities in accordance with applicable
      law.




(d)  If
      the
      Registration Statement ceases to be effective for any reason at any time during
      the Effectiveness Period, the Option Holder shall use its best efforts to obtain
      the prompt withdrawal of any order suspending the effectiveness thereof, and
      in
      any event shall within 30 days of such cessation of effectiveness amend the
      Registration Statement in a manner reasonably expected to obtain the withdrawal
      of the order suspending the effectiveness thereof, or promptly file an
      additional Registration Statement covering all of the securities that as of
      the
      date of such filing are Registrable Securities (a “ **Subsequent**  **Registration
      Statement** ”).
      If a
      Subsequent Registration Statement is filed, the Option Holder shall use its
      best
      efforts to cause the Subsequent Registration Statement to become effective
      as
      promptly as is practicable after such filing and to keep such Subsequent
      Registration Statement continuously effective under the Securities Act until
      the
      expiration of the Effectiveness Period.




(e)  The
      Option Holder shall supplement and amend the Registration Statement (or any
      Subsequent Registration Statement) if required by the rules, regulations or
      instructions applicable to the registration form used by The Option Holder
      for
      such Registration Statement, if required by the Securities Act or as reasonably
      requested by a Holder.




(f)  Notwithstanding
      any other provisions of this Agreement to the contrary, the Option Holder shall
      cause the Registration Statement and the Prospectus and any amendment or
      supplement thereto, as of the effective date of the Registration Statement,
      amendment or supplement, (A) to comply in all material respects with the
      applicable requirements of the Securities Act, and (B) not to contain any untrue
      statement of a material fact or omit to state a material fact required to be
      stated therein or necessary in order to make the statements therein, in light
      of
      the circumstances under which they were made, not misleading.




8




4.2  Registration
      Procedures .
      In
      connection with the registration obligations of the Option Holder under
      Section 4.1:




(a)  As
      far in
      advance as practical, but not less than 10 Business Days as such term is defined
      below), before filing a Prospectus, Registration Statement or any amendment
      or
      supplement thereto, the Option Holder shall furnish to the Holders copies of
      reasonably complete drafts of all such documents proposed to be filed (including
      exhibits) and shall use its reasonable best efforts to reflect in each such
      document, when so filed with the Commission, such comments as any counsel for
      the Holders’ reasonably may propose.




(b)  As
      promptly as practicable, the Option Holder shall give notice to Holders (A)
      when
      any Prospectus, prospectus supplement, Registration Statement or post-effective
      amendment to a Registration Statement has been filed with the Commission and,
      with respect to a Registration Statement or any post-effective amendment, when
      the same has been declared effective, (B) of any request, following the
      effectiveness of a Registration Statement under the Securities Act, by the
      Commission or any other Federal or state governmental authority for amendments
      or supplements to any Registration Statement or related Prospectus or for
      additional information, (C) of the issuance by the Commission or any other
      Federal or state governmental authority of any stop order suspending the
      effectiveness of any Registration Statement or the initiation or threatening
      of
      any proceedings for that purpose, (D) of the receipt by the Option Holder of
      any
      notification with respect to the suspension of the qualification or exemption
      from qualification of any of the Registrable Securities for sale in any
      jurisdiction or the initiation or threatening of any proceeding for such
      purpose, (E) of the occurrence of and details concerning a Material Event and
      (F) of the determination by the Option Holder that a post-effective amendment
      to
      a Registration Statement will be filed with the Commission, which notice may,
      at
      the discretion of the Option Holder (or as required pursuant to Section
      4.2(f) **,** state
      that it constitutes a Deferral Notice, in which event the provisions of Section
      4.2(f) **** shall
      apply. As promptly as practicable after receipt thereof, the Option Holder
      shall
      give Holders copies of any comments received from the Commission with respect
      to
      any Registration Statement and responses thereto.




(c)  The
      Option Holder shall use its best efforts to obtain the prompt withdrawal of
      any
      order suspending the effectiveness of a Registration Statement or the lifting
      of
      any suspension of the qualification (or exemption from qualification) of any
      of
      the Registrable Securities for sale in any jurisdiction in which they have
      been
      qualified for sale.




(d)  During
      the Effectiveness Period, the Option Holder shall deliver to each Holder in
      connection with any sale of Registrable Securities pursuant to a Registration
      Statement, without charge, as many copies as such Holder may reasonably request,
      of (A) the Prospectus or Prospectuses relating to such Registrable Securities
      and any amendment or supplement thereto and (B) such other documents and
      information as the Option Holder may be required to deliver with the Prospectus
      under the Securities Act, including, but not limited to, copies of the Option
      Holder’s latest Annual Report on Form 10-K or annual report to securityholders
      meeting the requirements of Rule 14a-3 and latest Quarterly Report on Form
      10-Q.




9




(e)  Prior
      to
      any public offering of the Registrable Securities pursuant to any Registration
      Statement, the Option Holder shall register or qualify or cooperate with the
      Holders and their counsel in connection with the registration or qualification
      of the Registrable Securities for offer and sale under the securities or “blue
      sky” laws of such states of the United States as any Holder reasonably requests
      in writing and do any and all other acts or things necessary or advisable to
      enable the offer and sale in such jurisdictions of the Registrable Securities
      covered by the Registration Statement; provided , however ,
      that
      the Option Holder shall not be required to (A) qualify generally to do business
      in any jurisdiction where it is not then so qualified or (B) take any action
      which would subject it to general service of process or to taxation in any
      jurisdiction where it is not then so subject. In the event that the Option
      Holder’s common stock is listed or admitted for trading on any national
      securities exchange or quotation on any national-automated quotation system,
      the
      Option Holder shall cause all Registrable Securities to be included in such
      listing or admission.




(f)  Upon
      (A)
      the issuance by the Commission of a stop order suspending the effectiveness
      of
      the Registration Statement (or any Subsequent Registration Statement) or the
      initiation of proceedings with respect to the Registration Statement (or any
      Subsequent Registration Statement) under the Securities Act, (B) the occurrence
      of any event or the existence of any fact (a “ **Material
      Event** ”)
      as a
      result of which (1) any Registration Statement shall contain any untrue
      statement of a material fact or omit to state any material fact required to
      be
      stated therein or necessary to make the statements therein not misleading,
      or
      (2) any Prospectus shall contain any untrue statement of a material fact or
      omit
      to state any material fact required to be stated therein or necessary to make
      the statements therein, in the light of the circumstances under which they
      were
      made, not misleading, or (C) the occurrence or existence of any pending
      corporate development with respect to the Option Holder that may (1) interfere
      with or affect the negotiation or completion of a transaction that is being
      contemplated by the Option Holder or (2) involve initial or continuing
      disclosure obligations that are not in the best interests of the Option Holder’s
      stockholders at such time, that, in the reasonable discretion of the Option
      Holder, makes it appropriate to suspend the availability of the Registration
      Statement (or any Subsequent Registration Statement) and the related
      Prospectus(es), then (y) in the case of clause (B) above, the Option Holder
      shall, as promptly as practicable, prepare and file a post-effective amendment
      to such Registration Statement or a supplement to the related Prospectus or
      any
      document incorporated therein by reference or file any other required document
      that would be incorporated by reference into such Registration Statement and
      Prospectus so that such Registration Statement does not contain any untrue
      statement of a material fact or omit to state any material fact required to
      be
      stated therein or necessary to make the statements therein not misleading,
      and
      such Prospectus does not contain any untrue statement of a material fact or
      omit
      to state any material fact required to be stated therein or necessary to make
      the statements therein, in the light of the circumstances under which they
      were
      made, not misleading, as thereafter delivered to the purchasers of the
      Registrable Securities being sold thereunder, and, in the case of a
      post-effective amendment to a Registration Statement, use its best efforts
      to
      cause it to be declared effective as promptly as is reasonably practicable,
      and
      (z) the Option Holder shall give notice to Holders that the availability of
      the
      Registration Statement (or any Subsequent Registration Statement) is suspended
      (a “ **Deferral
      Notice** ”)
      and,
      upon receipt of any Deferral Notice, each Holder agrees not to sell any
      Registrable Securities pursuant to such Registration Statement until such
      Holder’s receipt of copies of the supplemented or amended Prospectus provided
      for in clause (y) above, and until such Holder is advised in writing by the
      Option Holder that the existing, supplemented or amended Prospectus may be
      used,
      and has received copies of any additional or supplemental filings that are
      incorporated or deemed incorporated by reference in the applicable Prospectus, provided ,
      that,
      in the case of a Deferral Notice with respect to clause (C) above, no such
      suspension of the availability of the Registration Statement (or any Subsequent
      Registration Statement) or the related Prospectus(es) shall extend for a period
      of more than 45 consecutive days or an aggregate of 90 days in any twelve-month
      period. If the Option Holder provides the Holders with a Deferral Notice, then
      the date set forth in clause (ii) of the definition of Effectiveness Period
      shall be extended by the number of days from and including the date of the
      giving of such Deferral Notice to and including the date when the Holders shall
      have received such amended or supplemented Prospectus pursuant to this Section
      6.15(c)(vi). The Option Holder shall use its best efforts to ensure that the
      use
      of the Prospectus may be resumed (1) in the case of clause (A) above, as
      promptly as is practicable, (2) in the case of clause (B) above, as soon as,
      in
      the good faith judgment of the Option Holder, public disclosure of such Material
      Event would not be materially prejudicial to or contrary to the interests of
      the
      Option Holder or, if necessary to avoid unreasonable burden or expense, as
      soon
      as reasonably practicable thereafter and (3) in the case of clause (C) above,
      as
      soon as, in the good faith judgment of the Option Holder, such suspension is
      no
      longer appropriate.




10




(g)  The
      Option Holder shall cooperate with each Holder to facilitate the timely
      preparation and delivery of certificates representing Registrable Securities
      sold pursuant to a Registration Statement free of any restrictive legends and
      in
      such denominations and registered in such names as such Holder may request
      a
      reasonable period of time prior to sales of the Registrable Securities pursuant
      to the Registration Statement (or any Subsequent Registration
      Statement).




4.3  Registration
      Expenses .
      The
      Option Holder shall be responsible for and shall pay all Registration Expenses.
      In addition, the Option Holder shall be responsible for and shall reimburse
      the
      Holders the reasonable fees and disbursements of not more than one counsel
      (in
      an amount not to exceed $20,000), exclusive of underwriting discounts and
      commissions and stock transfer taxes, designated by the Seller Representative
      to
      act as counsel for the Holders in connection with this Section 4.3
      (“ **Holders’
      Counsel** ”).




11




4.4  Indemnification .




(a)  The
      Option Holder agrees to indemnify and hold harmless each Holder and each person,
      if any, who controls the Holder within the meaning of the Securities Act or
      the
      Exchange Act (each Holder, and such controlling persons are referred to
      collectively as the “ **Holder
      Indemnified Parties** ”)
      from
      and against any losses, claims, damages or liabilities, joint or several, or
      any
      actions in respect thereof (including, but not limited to, any losses, claims,
      damages, liabilities or actions relating to purchases and sales of the
      Registrable Securities) to which each Holder Indemnified Party may become
      subject under the Securities Act, the Securities Exchange Act of 1934 or
      otherwise, insofar as such losses, claims, damages, liabilities or actions
      arise
      out of or are based upon any untrue statement or alleged untrue statement of
      a
      material fact contained in any Registration Statement or Prospectus including
      any document incorporated by reference therein, or in any amendment or
      supplement thereto or in any preliminary Prospectus relating to the Registration
      Statement, or arise out of, or are based upon, the omission or alleged omission
      to state therein a material fact required to be stated therein or necessary
      to
      make the statements therein not misleading, and shall reimburse, as incurred,
      the Holder Indemnified Parties for any legal or other expenses reasonably
      incurred by them in connection with investigating or defending any such loss,
      claim, damage, liability or action in respect thereof; provided , however ,
      that
      the Option Holder shall not be liable in any such case to the extent that such
      loss, claim, damage or liability arises out of or is based upon any untrue
      statement or alleged untrue statement or omission or alleged omission made
      in
      any Registration Statement or Prospectus or in any amendment or supplement
      thereto or in any preliminary Prospectus relating to the Registration Statement
      in reliance upon and in conformity with written information pertaining to the
      Holder furnished to the Option Holder by or on behalf of the Holder specifically
      for inclusion therein; provided , further ,
      that
      this indemnity agreement will be in addition to any liability which the Option
      Holder may otherwise have to the Holder Indemnified Party. The Option Holder
      shall also indemnify any underwriters, their officers and directors and each
      person who controls such underwriters within the meaning of the Securities
      Act
      or the Exchange Act to the same extent as provided above with respect to the
      indemnification of the holders of the Registrable Securities if requested by
      the
      Holders.




(b)  Each
      Holder, severally and not jointly, will indemnify and hold harmless the Option
      Holder, its officers and directors and each person, if any, who controls the
      Option Holder within the meaning of the Securities Act or the Exchange Act
      from
      and against any losses, claims, damages or liabilities or any actions in respect
      thereof, to which the Option Holder or any such controlling person may become
      subject under the Securities Act, the Exchange Act or otherwise, insofar as
      such
      losses, claims, damages, liabilities or actions arise out of or are based upon
      any untrue statement or alleged untrue statement of a material fact contained
      in
      any Registration Statement or Prospectus or in any amendment or supplement
      thereto or in any preliminary Prospectus relating to the Registration Statement,
      or arise out of or are based upon the omission or alleged omission to state
      therein a material fact necessary to make the statements therein not misleading,
      but in each case only to the extent that the untrue statement or omission or
      alleged untrue statement or omission was made in reliance upon and in conformity
      with written information pertaining to such Holder furnished to the Option
      Holder by or on behalf of such Holder specifically for inclusion therein and,
      subject to the limitation set forth immediately preceding this clause, shall
      reimburse, as incurred, the Option Holder for any legal or other expenses
      reasonably incurred by the Option Holder or any such controlling person in
      connection with investigating or defending any loss, claim, damage, liability
      or
      action in respect thereof. This indemnity agreement will be a part of any
      liability which the Holder may otherwise have to the Option Holder or any of
      its
      controlling persons.




12




(c)  Promptly
      after receipt by an indemnified party under this Section 4.4 of notice of the
      commencement of any action or proceeding (including a governmental
      investigation), such indemnified party will, if a claim in respect thereof
      is to
      be made against the indemnifying party under this Section 4.4, notify the
      indemnifying party of the commencement thereof; but the failure to notify the
      indemnifying party shall not relieve it from any liability that it may have
      under Section 4.4(a) **** or
      Section 4.4(b) above except to the extent that it has been materially prejudiced
      (through the forfeiture of substantive rights or defenses) by such failure;
      and
      provided further that the failure to notify the indemnifying party shall not
      relieve it from any liability that it may have to an indemnified party otherwise
      than under Section 4.4(a) **** or
      Section 4.4(b) **** above.
      In
      case any such action is brought against any indemnified party, and it notifies
      the indemnifying party of the commencement thereof, the indemnifying party
      will
      be entitled to participate therein and, to the extent that it may wish, jointly
      with any other indemnifying party similarly notified, to assume the defense
      thereof, with counsel reasonably satisfactory to such indemnified party (who
      shall not, except with the consent of the indemnified party, be counsel to
      the
      indemnifying party), and after notice from the indemnifying party to such
      indemnified party of its election so to assume the defense thereof the
      indemnifying party will not be liable to such indemnified party under this
      Section 4.4 for any legal or other expenses, other than reasonable costs of
      investigation, subsequently incurred by such indemnified party in connection
      with the defense thereof. No indemnifying party shall, without the prior written
      consent of the indemnified party, effect any settlement of any pending or
      threatened action in respect of which any indemnified party is or could have
      been a party and indemnity could have been sought hereunder by such indemnified
      party unless such settlement (x) includes an unconditional release of such
      indemnified party from all liability on any claims that are the subject matter
      of such action, and (y) does not include a statement as to or an admission
      of
      fault, culpability or a failure to act by or on behalf of any indemnified party.
      No indemnified party shall effect any settlement of any pending or threatened
      action without the prior written consent of the indemnifying party, which such
      consent shall not be unreasonably withheld or delayed.




(d)  If
      (A)
      the indemnification provided for in this Section 4.4 is unavailable or
      insufficient to hold harmless an indemnified party under Section 4.4(a) or
      Section 4.4(b) above, then each indemnifying party shall contribute to the
      amount paid or payable by such indemnified party as a result of the losses,
      claims, damages or liabilities (or actions in respect thereof) referred to
      in
      Section 4.4(a) or Section 4.4(b) above in such proportion as is appropriate
      to
      reflect the relative benefits received by the indemnifying party or parties
      on
      the one hand and the indemnified party on the other from the sale of the
      Registrable Securities, pursuant to the Registration Statement, or (B) the
      allocation provided by the foregoing clause (A) is not permitted by applicable
      law, in such proportion as is appropriate to reflect not only the relative
      benefits referred to in clause (A) above but also the relative fault of the
      indemnifying party or parties on the one hand and the indemnified party on
      the
      other in connection with the statements or omissions that resulted in such
      losses, claims, damages or liabilities (or actions in respect thereof) as well
      as any other relevant equitable considerations. The amount paid by an
      indemnified party as a result of the losses, claims, damages or liabilities
      referred to in the first sentence of this Section 4.4(d) shall be deemed to
      include any legal or other expenses reasonably incurred by such indemnified
      party in connection with investigating or defending any action or claim which
      is
      the subject of this Section 4.4(d). Notwithstanding any other provision of
      this
      Section 4.4(d), no Holder shall be required to contribute any amount in excess
      of the amount by which the net proceeds received by such Holder from the sale
      of
      the Registrable Securities pursuant to the Registration Statement exceeds the
      amount of damages which such Holder has otherwise been required to pay by reason
      of such untrue or alleged untrue statement or omission or alleged omission.
      No
      person guilty of fraudulent misrepresentation (within the meaning of Section
      11(f) of the Securities Act) shall be entitled to contribution from any person
      who was not guilty of such fraudulent misrepresentation.




13




(e)  The
      agreements contained in this Section 4.4 shall survive the sale of the
      Registrable Securities pursuant to the Registration Statement and shall remain
      in full force and effect, regardless of any termination or cancellation of
      this
      Agreement or any investigation made by or on behalf of any indemnified
      party.




4.5  Holders’
      Obligations .
      Each
      Holder agrees promptly to furnish to the Option Holder all information with
      respect to such Holder as may be required to be disclosed in the Registration
      Statement under applicable law or pursuant to Commission comments or as the
      Option Holder may reasonably request and all material information with respect
      to such Holder required to be disclosed in order to make the information
      previously furnished to the Option Holder by such Holder not false or
      misleading.




4.6  “Market
      Stand-off” Agreement .  Each
      Holder hereby agrees that it will not, without the prior written consent of
      Option Holder, during the period commencing on the date of the final prospectus
      relating to the registration
      by the Option Holder of shares of its Common Stock or any other equity
      securities under the Securities Act on a registration statement on
      Form
      S-1, Form S-2, Form S-3 or Form
      SB-2,  and
      ending on the date specified by the Option Holder (such period not to exceed ninety
      (90) days), which period may be extended, to the extent required by any NASD
      rules, for an additional period of up to fifteen (15) days if the Option Holder
      issues or proposes to issue an earnings or other public release within fifteen
      (15) days of the expiration of the 90-day lockup period, (i)
      lend;
      offer; pledge; sell; contract to sell; sell any option or contract to purchase;
      purchase any option or contract to sell; grant any option, right, or warrant
      to
      purchase; or otherwise transfer or dispose of, directly or indirectly, any
      shares of Common Stock or any securities convertible into or exercisable or
      exchangeable (directly
      or indirectly) for
      Common Stock held
      immediately before the effective date of the registration statement for such
      offering or
      (ii) enter into any swap or other arrangement that transfers to another, in
      whole or in part, any of the economic consequences of ownership of such
      securities ,
      whether
      any such transaction described in clause (i) or (ii) above is to be settled
      by
      delivery of Common Stock or other securities, in cash, or otherwise.




14




4.7  Volume
      Trading Limitations. Collectively, the amount of the Option Holder’s securities registered hereunder
      sold by the Holders during any one week period shall not exceed ten percent
      (10%) of the Option Holder’s Average Weekly Trading Volume. For purposes hereof,
“Average Weekly Trading Volume” shall mean the number of shares (excluding those
      shares traded by the Holders) traded on NASDAQ Small Cap on a weekly basis
      for
      the four weeks immediately prior to the week in which securities are to be
      sold.
      In the event that the Holders wish to sell more than ten percent (10%) of the
      Option Holder’s Average Weekly Trading Volume, the Holders shall agree among
      those Holders wishing to sell such shares.




5.  Company
      Covenants .




5.1  Audited
      Financial Statements .
      The
      Company hereby acknowledges that the Option Holder is a company subject to
      the
      periodic reporting requirements of the Securities Exchange Act of 1934, and,
      as
      such, will be required following the exercise of the Option to timely file
      certain audited historical financial statements of the Company as required
      by
      Item 9.01 of Form 8-K pursuant to the Securities Exchange Act of 1934 (or any
      successor or other requirement) **** (the
      “Required Financial Statements”). **** The
      Company hereby agrees, in addition to complying with its obligations under
      section the
      financial statements set forth in Section 3.1(a) of the Investor’s Rights
      Agreement ,
      to
      deliver to the Option Holder as
      soon
      as practicable, but in any event within 120 days after the end of the Company’s
      2007 fiscal year, (i) a balance sheet as of December 31, 2006 ,
      and
      (ii) statements of income and of cash flows for such year ,
      all
      such financial statements audited
      and certified by independent public accountants selected by the
      Company and
      reasonably acceptable to the Option
      Holder.




6.  Term . This
      Agreement shall be effective as of the date hereof and shall continue in effect
      until and shall terminate at and upon 5:01 p.m., Denver, Colorado time, on
      the
      last day of the Option Period, unless the Option shall have been exercised
      prior
      to such time in which event this Agreement shall not terminate until the earlier
      of the consummation of the transaction contemplated by the Option or its earlier
      abandonment by the Option Holder (as evidenced only by written notice from
      the
      Option Holder to such effect).




7.  Miscellaneous .




7.1  Additional
      Parties .  Notwithstanding anything to the contrary contained herein, if the Company issues
      additional Membership Interests after the date hereof, as a condition to the
      issuance of such Membership Interests the Company shall require the recipient
      of
      such Membership Interests become a Holder party to this Agreement by executing
      and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit
      A ,
      or (ii)
      a counterpart signature page hereto agreeing to be bound by and subject to
      the
      terms of this Agreement as a Holder hereunder. In either event, each such person
      shall thereafter shall be deemed a Holder for all purposes under this
      Agreement .




7.2  Transfers .
      Each
      transferee or assignee of any Membership Interests subject to this Agreement
      shall continue to be subject to the terms hereof, and, as a condition precedent
      to the Company’s recognizing such transfer, each transferee or assignee shall
      agree in writing to be subject to each of the terms of this Agreement by
      executing and delivering an Adoption Agreement substantially in the form
      attached hereto as Exhibit
      A .
      Upon
      the execution and delivery of an Adoption Agreement by any transferee, such
      transferee shall be deemed to be a Holder party hereto as if such transferee
      were the transferor and such transferee’s signature appeared on the signature
      pages of this Agreement. The Company shall not permit the transfer of the
      Membership Interests subject to this Agreement on its books or pursuant to
      the
      Operating Agreement or issue a new certificate representing any such Membership
      Interests unless and until such transferee shall have complied with the terms
      of
      this Section
      7.2 .
      Each
      certificate representing the Membership Interests subject to this Agreement
      if
      issued on or after the date of this Agreement shall be endorsed by the Company
      with the legend set forth in Section
      7.12 .
      The
      Option Holder may transfer its rights and obligations under this Agreement,
      including its rights under the Option, to any Person, subject to the Company’s
      consent as to the transferee, such consent not to be unreasonably withheld.




15




7.3  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.




7.4  Governing
      Law . This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of Delaware, regardless of the laws that might otherwise govern under
      applicable principles of conflicts of law.




7.5  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.




7.6  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.




7.7  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: (a) personal delivery to the party to be notified, (b) when sent,
      if
      sent by electronic mail or facsimile during normal business hours of the
      recipient, and if not sent during normal business hours, then on the recipient’s
      next business day, (c) five (5) days after having been sent by registered or
      certified mail, return receipt requested, postage prepaid, or (d) one (1)
      business day after the business day of 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 address as set forth on Schedule
      A hereto,
      or to such email address, facsimile number or address as subsequently modified
      by written notice given in accordance with this Section
      7.7 . 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 Option Holder, 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.




16




7.8  Consent
      Required to Amend, Terminate or Waive . This
      Agreement may be amended or terminated and the observance of any term hereof
      may
      be waived (either generally or in a particular instance and either retroactively
      or prospectively)  only
      by a
      written instrument executed by (a) the Company; (b) the Option Holder; and
      (c)
      the Holders holding a majority in interests of the Membership Interests then
      held by the Holder. Notwithstanding the foregoing, (i) the consent of the
      Holders shall not be required for any amendment or waiver if such amendment
      or
      waiver either (A) is not directly applicable to the rights or obligations of
      the
      Holders hereunder or (B) does not adversely affect the rights or obligations
      of
      the Holders; (ii) Schedules
      A and B hereto
      may be amended by the Company from time to time to add information regarding
      additional Investors (as defined in the Purchase Agreement) without the consent
      of the other parties hereto; and (iii) any provision hereof may be waived by
      the
      waiving party on such party’s own behalf, without the consent of any other
      party.




The
      Company shall give prompt written notice of any amendment, termination or waiver
      hereunder to any party that did not consent in writing thereto. Any amendment,
      termination or waiver effected in accordance with this Section
      7.8 shall be
      binding on each party and all of such party’s successors and permitted assigns,
      whether or not any such party, successor or assignee entered into or approved
      such amendment, termination or waiver.




7.9  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 previously 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.




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




7.11  Entire
      Agreement . This
      Agreement (including the Exhibits hereto), constitutes 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 is expressly canceled.




7.12  Legend
      on Certificates . Each
      certificate representing any Membership Interests issued after the date hereof
      shall be endorsed by the Company with a legend reading substantially as
      follows:




“ THE
      SHARES EVIDENCED HEREBY ARE SUBJECT TO AN OPTION AGREEMENT, AS MAY BE AMENDED
      FROM TIME TO TIME, (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM
      THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING
      SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE
      PROVISIONS OF THAT OPTION AGREEMENT, INCLUDING CERTAIN OBLIGATIONS OF THE HOLDER
      OF THIS INTEREST SET FORTH THEREIN . ”




17




The
      Company, by its execution of this Agreement, agrees that it will cause the
      certificates evidencing the Membership Interests issued after the date hereof
      to
      bear the legend required by this Section
      7.12 of this
      Agreement, and it shall supply, free of charge, a copy of this Agreement to
      any
      holder of a certificate evidencing Membership Interests upon written request
      from such holder to the Company at its principal office. The parties to this
      Agreement do hereby agree that the failure to cause the certificates evidencing
      the Membership Interests to bear the legend required by this Section
      7.12 herein
      and/or the failure of the Company to supply, free of charge, a copy of this
      Agreement as provided hereunder shall not affect the validity or enforcement
      of
      this Agreement.




7.13  Stock
      Splits, Stock Dividends, etc . In the
      event of any issuance of Membership Interests of the Company hereafter to any
      of
      the holders thereof (including, without limitation, in connection with any
      stock
      split, stock dividend, recapitalization, reorganization, or the like), such
      Membership Interests shall become subject to this Agreement and shall be
      endorsed with the legend set forth in Section
      7.12 .




7.14  Manner
      of Voting . The
      voting of Membership Interests pursuant to this Agreement may be effected in
      person, by proxy, by written consent or in any other manner permitted by
      applicable law.




7.15  Further
      Assurances .
      At any
      time or from time to time after the date hereof, the parties agree to cooperate
      with each other, and at the request of any other party, to execute and deliver
      any further instruments or documents and to take all such further action as
      the
      other party may reasonably request in order to evidence or effectuate the
      consummation of the transactions contemplated hereby and to otherwise carry
      out
      the intent of the parties hereunder.




7.16  Costs
      of Enforcement . If any
      party to this Agreement seeks to enforce its rights under this Agreement by
      legal proceedings, the non-prevailing party shall pay all costs and expenses
      incurred by the prevailing party, including, without limitation, all reasonable
      attorneys’ fees.




[Signature
      Page Follows]


18


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




Unity
                Business
                Networks, L.L.C.By:
              /s/ Anthony
                SheesleyName:
              Anthony
                SheesleyTitle:
              Manager
  OPTION
                HOLDER:Zoom
                Technologies,
                Inc.By:
              /s/ Frank
                B.
                ManningName:
              Frank
                B. ManningTitle:
              Chief Executive
                Officer
  HOLDERS:/s/ Anthony
                SheesleyANTHONY
                SHEESLEY


/s/ Robert
                PaulsenROBERT
                PAULSEN
  /s/ Gregory
                MenardGREGORY
                MENARD
  /s/ Isaac
                  ElliottISAAC
                  ELLIOTT
   19


**EXHIBIT
      A**




**ADOPTION
      AGREEMENT**




This
      Adoption Agreement (“ **Adoption
      Agreement** ”)
      is
      executed on ___________________, 20__, by the undersigned (the “ **New
      Party** ”)
      pursuant to the terms of that certain Option Agreement dated as of July 25,
      2007
      (the “ **Agreement** ”),
      by
      and among the Company and the Option Holder and Holder parties thereto, as
      such
      Agreement may be amended or amended and restated hereafter. Capitalized terms
      used but not defined in this Adoption Agreement shall have the respective
      meanings ascribed to such terms in the Agreement. By the execution of this
      Adoption Agreement, the New Party agrees as follows.




1.1  Acknowledgement .
      Holder
      acknowledges that New Party is acquiring certain Membership Interests of the
      Company, for one of the following reasons (Check the correct box):




 ̈
            as
                a new Holder in accordance withSection
                7.1of
                the Agreement, in which case New Party will be a “Holder” for all purposes
                of the Agreement.




 ̈
            as
                a transferee of Membership Interests from a party in such party’s capacity
                as a “Holder” bound by the Agreement in accordance withSection
                7.2of
                the Agreement, and after such transfer, New Party shall be considered
                a
                “Holder” for all purposes of the
                Agreement.




1.2  Agreement .
      New
      Party hereby (a) agrees that the Membership Interests, and any other securities
      required by the Agreement to be bound thereby, shall be bound by and subject
      to
      the terms of the Agreement and (b) adopts the Agreement with the same force
      and
      effect as if New Party were originally a “Holder” party thereto.




1.3  Notice .
      Any
      notice required or permitted by the Agreement shall be given to New Party at
      the
      address or facsimile number listed below New Party’s signature hereto.




**NEW
                  PARTY: ______________________**
              **ACCEPTED
                  AND AGREED:**By:
                  **_______________________________**
              **Unity
                  Business Networks, L.L.C.**Name
                  and Title of SignatoryAddress:
                  **______________________**
              By:
                  **____________________________**__________________________
              Title:
                  **___________________________**Facsimile
                  Number: **______________________**