Exhibit 10.1

                             ZOOM TELEPHONICS, INC.
                      INTERNATIONAL DISTRIBUTOR AGREEMENT


This  AGREEMENT  is made as of the 10th day of October  2001 by and between Zoom
Telephonics,  Inc.,  a  corporation  organized  under  the laws of the  state of
Delaware,  which has a usual  place of  business  at 207 South  Street,  Boston,
Massachusetts  02111  (hereinafter  "ZOOM") and Olusum, a partnership  organized
under the laws of Turkey, which has a usual place of business at: Ergenekon Cad.
Bilgic Sok;  No: 1-3,  Kat: 4; 80260  Ferikoy;  Instanbul;  Turkey  (hereinafter
"DISTRIBUTOR").

1.       Facts

     ZOOM designed and created the PRODUCTS,  as hereinafter defined, and is the
owner of or has  rights  to all  trade  secret,  trademark,  patent,  and  other
intellectual  property rights associated with the PRODUCTS.  DISTRIBUTOR desires
to obtain certain rights to distribute the PRODUCTS for resale in the TERRITORY,
as that term is hereinafter defined.

2.       Definitions

     (a) "PRODUCT" as used in this Agreement,  means the modems,  faxmodems, and
other  items that are  described  in Exhibit  A,  which is  attached  hereto and
incorporated herein.

     (b)  "TERRITORY"  as used in this  Agreement,  means the  geographic  areas
described  in Exhibit B, which is  attached  hereto and  incorporated  herein by
reference.

3. Appointment

     (a) Subject to the terms of the Agreement, ZOOM hereby appoints DISTRIBUTOR
as  a  non-exclusive   distributor  of  the  PRODUCTS  in  the  TERRITORY.  Said
appointment applies only to DISTRIBUTOR'S establishment at the above address and
other sales offices in the  TERRITORY.  Accordingly,  DISTRIBUTOR  shall refrain
from actively soliciting customers,  establishing any branch, or maintaining any
distribution  center with respect to the PRODUCTS  outside the  TERRITORY.  ZOOM
reserves the right to appoint  additional  DISTRIBUTORS  in the TERRITORY as its
best  judgment may dictate.  DISTRIBUTOR  accepts this  appointment  only on the
basis  of its own  opinion  of  potential  sales  in the  TERRITORY  as its best
judgment may dictate.  DISTRIBUTOR accepts this appointment only on the basis of
its own opinion of potential  sales in the TERRITORY and not on the basis of any
representations made by ZOOM or its representatives.

     (b) Subject to the terms of this Agreement,  ZOOM hereby grants DISTRIBUTOR
a non-exclusive,  non transferable,  license to use the trademarks identified in
Exhibit C, which is attached hereto and incorporated  herein, in connection with
DISTRIBUTORS marketing, sales, and distribution of PRODUCTS.

4.       Prices and Terms of Payment

     (a)  DISTRIBUTOR  will pay  ZOOM'S  distributor  price for each unit of the
PRODUCTS  shipped  to  DISTRIBUTOR,  set forth in the  Distributor  Price  List,
subject to revision from time to time. The current Distributor Price List is set
forth in  Exhibit  D,  attached  hereto  and  incorporated  herein.  ZOOM  shall
determine the distributor  price, and may change that price from time to time in
its sole discretion, provided however, that ZOOM shall give at least thirty (30)
days notice of any price increase. The amount to be paid by DISTRIBUTOR shall be
based on the  distributor  price in effect on the date of the order (i) received
or (ii) shipped, whichever is lower.

     (b) All prices quoted to DISTRIBUTOR  for PRODUCTS under this Agreement and
all amounts payable to ZOOM shall be in U.S. Dollars. If, by law, regulations or
fiscal policy of  particular  countries,  conversion  into or transfer to United
States  Dollars is restricted or  forbidden,  notice  thereof in writing will be
given to ZOOM and  payment of all amounts due  hereunder  shall be made  through
such lawful means or methods as ZOOM designates.

     (c)  All  payments,  including  charges  for  the  purchase  price,  taxes,
shipping,  and other costs that are payable by DISTRIBUTOR  shall be (i) prepaid
or (ii) paid by site letter of credit at a bank in the United States  acceptable
to ZOOM,  OR (iii) at the sole  discretion  of ZOOM and upon written  consent of
exceeding,  the  maximum  amount  of an  irrevocable  standby  letter  of credit
acceptable  to ZOOM or (iv) upon such other payment terms as may be agreed to in
writing  by ZOOM and set  forth on  Exhibit  D,  which is  attached  hereto  and
incorporated herein.

5.       Purchase Orders, Shipping and Returns

     (a)  DISTRIBUTOR  may  submit  purchase  orders by mail,  telecopy,  telex,
telephone,  or any other form of communication,  provided that all oral purchase
orders will be confirmed in writing.  ZOOM may, but is not required to, ship the
ordered  PRODUCTS prior to its receipt of written  confirmation  of the purchase
order.  Orders will be deemed  accepted by ZOOM when  acknowledged in writing by
ZOOM'S standard forms then  prevailing or when the ordered  PRODUCTS are shipped
by ZOOM.

     (b) At the time of  acceptance of each order from  DISTRIBUTOR,  ZOOM shall
quote its estimated lead time for shipment,  and will use reasonable  efforts to
meet  quoted  lead  times,  but ZOOM shall not be liable to  DISTRIBUTOR  or any
person  claiming  under  DISTRIBUTOR  for  either  delays or failure to ship any
PRODUCT for any cause whatsoever.

     (c) ZOOM will  package,  whenever  possible,  its  PRODUCTS  in  containers
designed to allow ease of handling and storage by  DISTRIBUTOR.  ZOOM shall have
the right, in its sole discretion, to change package design without prior notice
to  DISTRIBUTOR.  Where  standard  bulk or quantity  packaging  will  contribute
towards expedient service, ZOOM may, at its discretion, use such packaging.

     (d) To the  extent  possible,  all  orders  will be  shipped  in the manner
requested by  DISTRIBUTOR  at the time of order.  In the event that  DISTRIBUTOR
does not specify a means of shipment, or shipment by such means is not possible,
ZOOM will ship the order by a freight  forwarder it selects.  All shipments will
be made F.O.B ZOOM'S U.S. warehouse.

     (e) PRODUCTS shall be returned to ZOOM only after receipt by DISTRIBUTOR of
written Return  Authorization  Form from ZOOM obtained in advance of the return,
which  authorization,  if given,  shall specify the terms and  conditions  under
which any such  return  shall be made.  Such  consent may provide for a handling
charge to cover the cost of putting the returned PRODUCTS in salable  condition.
DISTRIBUTOR will be responsible for furnishing ZOOM with  information  necessary
for  issuance  of  authorizations  for  warranty  returns.  In all cases,  final
decision as to replacement or credit is dependent upon the results of inspection
and  testing  of  returned   PRODUCTS  by  ZOOMS  Quality  Control   Department.
Unauthorized  returns will be  reshipped to  DISTRIBUTOR  freight  collect.  All
returns  should be shipped  to ZOOM  freight  prepaid.  All  authorized  returns
serviced by ZOOM under warranty  terms will be returned to  DISTRIBUTOR  freight
prepaid.

6.       Marketing and Promotional Materials

     (a) During the term of this Agreement,  DISTRIBUTOR shall exercise its best
efforts in order to promote the sale of and sell the PRODUCTS in the  TERRITORY;
shall maintain an adequate business organization for such purposes;  shall visit
all  customers  and  keep  them  fully  informed  of new  products  and  product
developments;  shall  list all of ZOOM'S  PRODUCTS  in  DISTRIBUTOR'S  catalogs;
shall, in an expeditious  manner,  answer and follow up on all customer inquires
with  respect to the  PRODUCTS;  and shall  establish  and  maintain an adequate
distribution warehouse for the PRODUCTS.

     (b) ZOOM will provide reasonable quantities of existing brochures and other
promotional  materials,  in the English  language,  as requested by DISTRIBUTOR.
Such materials shall be provided free of charge,  except that DISTRIBUTOR  shall
pay all  shipping  costs  attributable  to such  materials.  ZOOM hereby  grants
DISTRIBUTOR the right to make and use copies of ZOOM'S promotional  materials in
identical form.  DISTRIBUTOR,  at it's sole expense,  may translate any existing
brochures  and   promotional   material  into  languages   other  than  English.
DISTRIBUTOR  shall  furnish ZOOM with copies of such material for its review and
prior  approval  before  any  distribution  or use is  made  of  such  material.
DISTRIBUTOR  may also develop its own  brochures,  advertising  and  promotional
material  for use in the  TERRITORY,  subject,  in each  instance,  to the prior
written  approval of ZOOM.  ZOOM will provide  DISTRIBUTOR,  upon request,  with
existing  photographs  and graphic  materials for such purposed.  ZOOM may, from
time to time,  participate  in  cooperative  advertising  programs and may offer
advertising credits or other promotional  programs or incentives,  but only with
ZOOM'S  prior  written  authorization  in  each  instance,  and  except  in such
instances,  ZOOM shall have no  obligation  or liability to  DISTRIBUTOR  or any
third party.

     (c)  DISTRIBUTOR  shall  deliver to ZOOM, on or before the 10th day of each
month, a Monthly Business Report,  as hereinafter  described,  for the preceding
calendar month. A Monthly  Business Report shall contain such information as may
from  time to time be  specified  by ZOOM,  including  without  limitation,  the
following:  (I)  inventory  of  each  PRODUCT  at the end of  each  month;  (ii)
forecasted  sales of each  PRODUCT,  on a monthly  basis,  for the following six
months;   (iii)  feedback  from  customers  with  installed  PRODUCTS;   (iv)  a
description  (with copies,  if available) of any scientific or commercial papers
or articles  published  that  discuss the  PRODUCTS;  and (v) a  description  of
competitors  activities  within the  TERRITORY  known to  DISTRIBUTOR.  ZOOM may
communicate  with any  customer  or  potential  customer  regarding  any matter,
including,  but  not  limited  to,  any  amendment  to or  termination  of  this
Agreement.

     (d) ZOOM will provide DISTRIBUTOR with such sales and technical  assistance
as ZOOM customarily provides its foreign distributors of the PRODUCTS.

7.       Inventory Maintenance and Minimum Sales

     (a) DISTRIBUTOR acknowledges that it can only provide prompt service to its
customers by maintaining a minimum  representative  inventory of PRODUCTS.  ZOOM
and  DISTRIBUTOR  will annually  review  DISTRIBUTOR'S  inventory and agree upon
minimum quantity of each PRODUCT that DISTRIBUTOR should carry and inventory. As
ZOOM develops new PRODUCTS,  DISTRIBUTOR  shall  maintain in inventory  adequate
quantities of each such PRODUCT to meet its obligations hereunder.

     (b) During the initial one year term of this Agreement,  DISTRIBUTOR agrees
that its minimum sales of PRODUCTS, net any of its discounts, returns, shipping,
insurance  and  other  costs,  shall be not less  than the  amount  set forth on
Exhibit E. If the term of this Agreement should be extended  pursuant to Section
19(a) below, ZOOM and DISTRIBUTOR shall agree on applicable  minimum  quantities
during the prior term.

8.       Warranties

     (a)  The  literature   accompanying  the  packaged  PRODUCTS  contains  all
warranties,  representations,  and  disclosures  concerning the PRODUCTS and its
use.  DISTRIBUTOR has no authority,  express or implied, to make any warranties,
representations,  or  disclosures,  beyond  those  provided  by  ZOOM  with  the
PRODUCTS.

     (b) EXCEPT AS  SPECIFICALLY  PROVIDED IN THIS  AGREEMENT AND EXCEPT FOR THE
WARRANTY OF TITLE, ZOOM MAKES NO WARRANTIES TO DISTRIBUTOR,  EXPRESS OR IMPLIED,
INCLUDING NO WARRANTIES AGAINST INFRINGEMENT OR WARRANTIES OF MERCHANTABILITY OR
OF FITNESS FOR A PARTICULAR PURPOSE.

     (c) Any PRODUCTS  returned to DISTRIBUTOR  during the warranty period shall
be tested by DISTRIBUTOR to determine  whether the PRODUCT is defective.  If the
PRODUCT is not defective, DISTRIBUTOR , at its cost, shall return the product to
the customer. If the PRODUCT is defective,  DISTRIBUTOR shall, upon receipt from
ZOOM of a Return  Authorization  Form,  return  the  defective  PRODUCT to ZOOM,
freight prepaid and ZOOM shall repair or replace the PRODUCT and return, freight
prepaid to DISTRIBUTOR or at ZOOM'S option, issue a credit to DISTRIBUTOR.

9.       Intellectual Property Rights

     (a) Nothing  contained in this agreement may be interpreted or construed to
transfer  any  of  ZOOM'S  right,  title  or  interest  in  the  trade  secrets,
trademarks,  patents, or other intellectual  property rights associated with the
PRODUCTS to DISTRIBUTOR,  except insofar as the grant of the licenses  contained
in this Agreement  conveys the limited right to use certain  trademarks or other
intellectual property rights.

     (b) Without  limiting  the  foregoing,  DISTRIBUTOR  acknowledges  that the
PRODUCTS are protected by various patents and agrees not to use or exploit these
patents, or any know-how or technical  information  associated with them, except
as needed to  fulfill  its  obligation  or to  exercise  its  rights  under this
Agreement.

     (c) DISTRIBUTOR  shall not claim any rights in, nor seek to register any of
ZOOM'S trade names, trademarks,  or service marks in any jurisdiction,  provided
that, at ZOOM'S request, DISTRIBUTOR shall cooperate with ZOOM in its efforts to
register  or  otherwise  protect  its  marks,   including  any  registration  of
DISTRIBUTOR  as an authorized  user of such marks.  Any  registration  of ZOOM'S
trademarks shall be owned by ZOOM.

10.      Infringement

     (a) In the  event  that any  claim,  suit,  or other  legal  proceeding  is
threatened  or commenced  against  DISTRIBUTOR  that is founded,  in whole or in
part,  on an allegation  that the PRODUCTS  infringe  trade  secret,  trademark,
patent  or  other  intellectual  property  rights  belonging  to a third  party,
DISTRIBUTOR  will give ZOOM prompt written notice of such legal  proceedings and
ZOOM may elect to control the defense to or settlement  of such dispute.  In the
event that  DISTRIBUTOR  cannot  reasonably  anticipate  that ZOOM will  receive
notice of such legal  proceeding  at least twenty (20) days prior to the date on
which any  action  needs to be taken to  preserve  and  protect  ZOOM'S  rights,
DISTRIBUTOR  shall  take  such  action  on  behalf  of ZOOM.  DISTRIBUTOR  shall
cooperate with ZOOM in any defense or settlement made by ZOOM. DISTRIBUTOR shall
not enter into any settlement,  agreement or other  voluntary  resolution of any
such claim,  suit or other  legal  proceeding  without  obtaining  ZOOM'S  prior
written  consent  thereto.  If DISTRIBUTOR  has complied with the procedures set
forth in this Section 10. ZOOM will indemnify and hold DISTRIBUTOR harmless from
and against any loss, cost, damage, or other expenses incurred by DISTRIBUTOR as
a result of such legal proceeding.  This indemnification provision shall be null
and void with respect to any PRODUCTS  that have been  modified or tampered with
in any way by DISTRIBUTOR or its employees or  independent  contractors  without
the  express  written  consent  of ZOOM,  provided  that  such  modification  or
tampering created the condition or occurrence underlying the legal proceeding on
which  DISTRIBUTORS  claim for  indemnity  is  based.  This  indemnity  shall be
DISTRIBUTOR'S  exclusive remedy, and ZOOM'S exclusive  obligation and liability,
in connection with the intellectual property claims or third parties.

     (b) If ZOOM  knows  or has  reason  to  believe  that  the  sale,  use,  or
distribution of a PRODUCT does or may infringe the intellectual  property rights
of a third party, ZOOM may require  DISTRIBUTOR to cease all further  marketing,
distribution,   and  sales  of  the  PRODUCT.  ZOOM  agrees  to  reimburse,   at
DISTRIBUTOR'S  cost all new and unused units in  DISTRIBUTOR'S  inventory of any
PRODUCT which ZOOM has prohibited to be sold hereunder.

11.      Confidential Information

     (a) All  information  conveyed  by  either  party to the  other  concerning
technical,  manufacturing,  financial or marketing matters shall be deemed to be
confidential,  unless the party conveying such information clearly identifies it
as non-confidential information.

     (b) DISTRIBUTOR  acknowledges that in connection with its  responsibilities
hereunder,  ZOOM will disclose  certain  technical  information  which is highly
confidential  and trade  secrets,  and ZOOM agrees to treat this  information as
strictly confidential, in accordance with paragraph (c) below.

     (c) Neither party will disclose to any third party confidential information
conveyed  to it by the  other  party  unless  such  information  (i) is shown by
documentary  evidence  to have been known by the  disclosing  party prior to its
disclosure  by the other party;  or (ii) is or becomes  publicly  known  through
publication or otherwise and through no wrongful act of the disclosing party; or
(iii) is  received  from a third  party  who  rightfully  discloses  it  without
restriction on its subsequent  disclosure and without breach of this  Agreement;
or (iv) is shown by documentary evidence to have been independently developed by
the disclosing party; or (v) is disclosed  pursuant to the lawful requirement of
a  governmental  agency  or by  order of a court of  competent  jurisdiction  or
disclosure is permitted by operation of law,  provided  that such  disclosure is
subject to all applicable governmental or judicial protection available for like
material and that the disclosing party notifies the other as soon as practicable
after it learns that such  disclosure  is required  or has been  demanded.  Each
party will take whatever  action is necessary or  appropriate to ensure that its
employees,  officers, and directories comply with the provisions of this Section
11 both during and after the time they serve in such capacities.

12.      Assignment

     DISTRIBUTOR  may  not  assign  any of its  rights  or  delegate  any of its
obligations  under this Agreement to any third party without the express written
consent of ZOOM.

13.      Taxes

     (a)  DISTRIBUTOR  will pay,  or  reimburse  ZOOM for any taxes,  duties and
tariffs,  however  designated,  arising  from or based upon  ZOOM'S  sale of the
PRODUCT to DISTRIBUTOR,  this Agreement,  the licenses  granted  pursuant to the
Agreement,  or DISTRIBUTOR'S use of sale of the PRODUCTS,  but not including any
income or corporate excise tax assessed against, or levied on , ZOOM.

     (b)  If   applicable,   DISTRIBUTOR   shall   furnish  ZOOM  with  whatever
certificates  or other  instruments  may be necessary or appropriate to evidence
that ZOOM'S  sales of the PRODUCTS to  DISTRIBUTOR  are not subject to tax under
applicable law.

14.      Notices

     Notices  required or permitted to be given under this Agreement shall be in
writing,  shall refer specifically to this Agreement,  and shall be delivered in
person or sent by  international  courier or express mail, by telex or telecopy,
or by other means that provides  proof of delivery to the address of the parties
set forth at the beginning of this Agreement,  or to such other address of which
a party gives  notice to the other as provided  in this  paragraph.  All notices
shall be deemed  effective on the earlier of the date of actual  receipt or five
days after transmission as provided above.

15.      Independent Contractor Status

     ZOOM and DISTRIBUTOR are independent contractors,  and this Agreement shall
not be deemed to constitute either party the partner, joint venture, franchisee,
servant, employee, or agent of the other.

16.      Waiver

     The waiver by either  party of a default or breach of any  position of this
Agreement  by the other party shall not operate or be  construed  as a waiver of
any subsequent default or breach.

17.      Limitation of Liability

     In no  event  will  either  party  be  liable  to  the  other  for  special
,incidental, or consequential damages arising out of the transactions covered by
this Agreement or out of the use or sale of the PRODUCT.

18.      Non-Competition

     DISTRIBUTOR  has  previously  disclosed in Exhibit F attached  hereto,  any
products which it currently  manufactures,  markets or distributes that are used
for a purpose that is the same or substantially similar to the purpose for which
any product is used. So long as this Agreement is in effect,  DISTRIBUTOR  shall
give not less than sixty (60) days  written  notice to ZOOM if it intends in the
future to  manufacture,  market,  or  distribute  in the  Territory any product,
whether now existing or hereafter developed,  that is used for a purpose that is
the same as or  substantially  similar to the  purpose  for which any PRODUCT is
used.  If ZOOM  does  not,  in its sole  discretion,  elect to give its  written
consent  to such  manufacture,  marketing,  or  distribution,  ZOOM may elect to
terminate  this  Agreement  pursuant  to  Section 19 9d) below  without  further
liability of any nature or kind.

19.      Terms and Termination

     (a)  This  agreement  is in  effect  for one (1) year  from the date  first
written above.  Upon the mutual written  consent of both parties,  the Agreement
may be renewed for successive  periods of one (1) year.  Absent any such written
consent,  this  Agreement may only be terminated as provided  below.  ZOOM shall
have no obligation to accept any order from  DISTRIBUTOR  after  termination  or
notice of termination of this Agreement for any reason.  Acceptance of any order
from DISTRIBUTOR or any sale made to DISTRIBUTOR by ZOOM after the expiration of
any term or after notice of termination or termination of this Agreement for any
reason as set forth  below  shall not be  construed  as a renewal  or  extension
hereof,  nor as a waiver of any notice of  termination,  but in the absence of a
new agreement  covering such offers or sales signed on behalf of ZOOM, each such
order and sale shall be deemed an individual  purchase  order governed by ZOOM'S
general terms and conditions of sale.

     (b) Either party may terminate this agreement for material  defaults or the
other  party,  effective  thirty  (30)  days  following  written  notice  to the
defaulting  party,  unless,  within said thirty (30) days,  the party  receiving
notice remedies the default.

     (c) ZOOM may terminate this  Agreement,  effective  immediately  upon given
notice to  DISTRIBUTOR,  in the event that (I)  proceedings  are  instituted  by
DISTRIBUTOR in bankruptcy, reorganization, receivership, or dissolution and such
proceedings  have not been dismissed or otherwise  terminated  within sixty (60)
days  following  the date they were  initiated;  or (iii)  DISTRIBUTOR  makes an
assignment for the benefit of creditors.

     (d) ZOOM may terminate this Agreement, effective thirty (30) days following
written  notice to  DISTRIBUTOR,  IF (i)  DISTRIBUTOR  fails to submit  purchase
orders for, and pay ZOOM in full for PRODUCTS for the minimum  amounts set forth
in  Section 7 above or (ii) ZOOM does not  consent to  DISTRIBUTOR'S  activities
pursuant to Section 18 above.

     (e) Upon  termination of this Agreement by either party,  DISTRIBUTOR  will
discontinue  marketing the PRODUCTS and ZOOM will have the option,  which may be
exercised by notice to  DISTRIBUTOR  within  fourteen  (14) days  following  the
effective  date  of  termination,  to  repurchase  any or  all of  DISTRIBUTOR'S
remaining inventory of the PRODUCTS at the invoice price. If ZOOM does not elect
to repurchase  DISTRIBUTOR'S remaining inventory as provided above,  DISTRIBUTOR
may sell any PRODUCTS remaining in its inventory.

     (f) If this  Agreement  is  terminated,  then  the  party  terminating  the
Agreement  shall not be liable to the other for any damages,  indemnification's,
expenditures,  loss of profits or  prospective  profits of any kind sustained or
alleged to have been  sustained or arising out of such  Agreement,  both parties
hereby  irrevocably  waiver  any  such  rights  granted  by the  laws  of  their
respective countries or of any other jurisdiction.  Both parties hereby covenant
and agree that they will bring no action or proceeding of any nature  whatsoever
in any court, before any tribunal, or under any arbitration proceeding providing
for herein, seeking or claiming any such damages, indemnification, expenditures,
loss of profits or prospective  profits.  Each party recognizes and acknowledges
that the other party is entering  into this  Agreement  in reliance  upon and in
consideration of the agreements and covenants contained herein.

     (g) Sections  4,8,9,10,11,12,13,15,17,19,21,22,23  and 24 shall all survive
termination of this Agreement.

20.      Force Majeure

     Neither party shall be deemed to be in default  pursuant to this Agreement,
other than the  obligation  to make money  payments,  so long as its  failure to
perform any of its  obligations  hereunder is occasioned  solely by fire,  labor
disturbance,   laws,   regulations,   orders,   requests,   recommendations   or
instructions of any governmental authorities,  acts of God, or any similar cause
beyond such party's control.

21.      Compliance With Laws: USA Export Controls

     (a) ZOOM,  at its  expense  and its name,  shall  obtain  and shall own all
permits  for  homologation  or  other  regulatory  approvals  for the  technical
performance  of the  PRODUCTS  or for the  importation  into and use  within the
TERRITORY,  or other  approvals  required in the  TERRITORY.  DISTRIBUTOR  shall
render such assistance to ZOOM as ZOOM may reasonably request from time to time.

     (b) DISTRIBUTOR  shall comply with all applicable  laws,  including but not
limited to export  control  laws,  anti  boycott  laws and the  Foreign  Corrupt
Practices Act, which prohibits certain payments to third parties,  in connection
with its marketing,  distribution, and sale of the PRODUCTS, including obtaining
(at it's own expense) any and all  governmental  approvals  and  authorizations,
other than as provided in subparagraph (a) above, that may be required. Further,
DISTRIBUTOR  shall,  at is own  expense,  take any measure  required  within the
TERRITORY to declare,  record, file, notify,  authenticate,  or otherwise render
valid this Agreement.

     (c)  Without  limiting  the  foregoing,  DISTRIBUTOR  agrees not to export,
re-export,  or permit the  re-exportation  of the PRODUCTS to any country now or
hereafter included in the US Department of Commerce's list of countries to which
exportation of the PRODUCTS is or may be restricted or  prohibited,  unless that
exportation or  re-exportation  is specifically  authorized by a special license
issued by the U.S. Office of Export Administration.  This provision shall not be
interpreted to expand the definition of "Territory" set forth in Section 2(b) of
this Agreement in any way.

22.      Execution and Controlling Law

     This  Agreement  shall be  executed  and  accepted on behalf of ZOOM in the
Commonwealth  of  Massachusetts  by a duly  authorized  officer,  only following
signature  by  a  duly  authorized  representative  of  DISTRIBUTOR.  Except  as
otherwise set forth in Section 23: (a) the Commonwealth of  Massachusetts,  USA,
shall be the place of  performance  of the Agreement and the venue for any legal
disputes;(b)  this Agreement shall be subject to the laws of the Commonwealth of
Massachusetts,  excluding it's choice of law rules; and (c) ZOOM and DISTRIBUTOR
consent to be bound by the  provisions  of such laws  regardless of the forum in
which such laws are applied.  The Vienna Convention on the International Sale of
Goods is expressly excluded from application.

23.      Arbitration of Disputes

     Any  controversy  or claim arising out of or relating to this  Agreement or
its breach,  which the parties fail to resolve by agreement  within fifteen (15)
days of notice of such controversy or claim, shall be finally settled by binding
arbitration  under the rules and auspices of the London  Court of  International
Arbitration,  in London,  England,  by a single  arbitrator  with  experience in
commercial  arbitration  selected by the President of the LCIA,  who shall apply
the laws of the  Commonwealth  of  Massachusetts  or, if the application of such
laws shall be prohibited by the country which DISTRIBUTOR is domiciled, then any
disputes arising  hereunder shall be submitted to the courts of the Commonwealth
of  Massachusetts,  to  whose  jurisdiction  the  parties  hereby  consent,  for
settlement under the laws of the Commonwealth of Massachusetts.  The language of
the arbitration shall be English.  The parties hereby submit to such arbitration
and  to the  enforcement  of any  award  resulting  therefrom  by any  court  of
competent jurisdiction.

24.      Language

     The official  language of this  Agreement  is English.  In the event of any
difference in the meaning between English and translated  text, the English text
shall govern.  It shall be the obligation of DISTRIBUTOR to comply with any laws
in the  TERRITORY  requiring  PRODUCT  literature  to be presented in a language
other than English. If any translations of the Agreement are required for import
of  PRODUCTS  into the  TERRITORY,  the  DISTRIBUTOR  will  furnish a  qualified
interpreter to make such translations at DISTRIBUTOR'S expense.

25.      Amendments

     This  Agreement may not be changed or amended  unless in writing  signed by
both parties.

26.      Entire Agreement

     This Agreement contains the entire agreement of the parties, and supersedes
all prior agreements, understandings,  representations,  conditions, warranties,
and covenants, whether oral or written, between ZOOM and DISTRIBUTOR.

         IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
as of the date first above- written,


DISTRIBUTOR                               ZOOM
/s/ Ibrihim Sevilmis                      /s/ Terry Manning
---------------------------------         --------------------------------------
Ibrahim Sevilmis, General Manager         Terry Manning, Vice President of Sales