================================================================================
     As filed with the Securities and Exchange Commission on August 2, 2002
                                                           Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           --------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                           --------------------------

                         ZOOM TECHNOLOGIES, INC.
          (Exact Name of Registrant as Specified in its Charter)

                Delaware                             04-2621506
    (State or Other Jurisdiction of              (I.R.S. Employer
    Incorporation or Organization)            Identification  Number)

                    207 South Street, Boston, MA 02111
      (Address, Including Zip Code, of Principal Executive Offices)

                           --------------------------

       Zoom Technologies, Inc. 1998 Employee Equity Incentive Plan
                              (Full Title of Plan)
                           --------------------------

                                Frank B. Manning
                  President and Chief Executive Officer
                             Zoom Technologies, Inc.
                                207 South Street
                                Boston, MA 02111
                                 (617) 423-1072
                   (Name, Address and Telephone Number,
                Including Area Code, of Agent For Service)

                                 with a copy to:

                              Philip J. Flink, Esq.
                         Brown, Rudnick, Freed & Gesmer
            One Financial Center, Boston, Massachusetts 02111
                                 (617) 856-8200
                           --------------------------


                         CALCULATION OF REGISTRATION FEE
================================================================================
                                       Proposed      Proposed
 Title of Each Class      Amount        Maximum       Maximum     Amount of
        of                to Be        Offering      Aggregate   Registration
   Securities to Be     Registered      Price       Offering          Fee
     Registered                       Per Share(1)    Price(1)
  ------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Common Stock, $.01       250,000        $0.69       $172,500        $15.87
par value                Shares (2)
================================================================================

(1)  Estimated  solely for purposes of calculating the registration fee pursuant
     to Rule 457(h) under the Securities  Act of 1933, as amended,  on the basis
     of the average of the high and low  reported  price of the Common  Stock of
     Zoom Technologies, Inc. on the Nasdaq National Market on July 31, 2002.

================================================================================
(2)  Includes   250,000   shares  of  Common  Stock   issuable  under  the  Zoom
     Technologies,  Inc. 1998 Employee  Equity  Incentive  Plan.  Such presently
     indeterminable  number  of  additional  shares  of  Common  Stock  are also
     registered   hereunder  as  may  be  issued  in  the  event  of  a  merger,
     consolidation,  reorganization,  recapitalization,  stock  dividend,  stock
     split or other similar change in Common Stock.
================================================================================


<PAGE>
     This  Registration  Statement on Form S-8 is being filed for the purpose of
registering  an  additional  250,000  shares of the  Registrant's  Common  Stock
reserved for issuance  under the Zoom  Technologies,  Inc. 1998 Employee  Equity
Incentive  Plan, as amended (the "Plan").  Pursuant to General  Instruction E of
Form S-8, except as otherwise provided herein, the contents of this Registration
Statement  also  incorporates  by reference the  Registrant's  previously  filed
Registration  Statements  on  Form  S-8  (File  Nos.  333-75575,  333-90191  and
333-47188)  which  registered an aggregate of 950,000 shares  issuable under the
Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.             Incorporation of Documents by Reference.

     The following  documents  are hereby  incorporated  by reference  into this
Registration Statement:

     (a)  The  Registrant's  Annual  Report on Form  10-K/A for the fiscal  year
          ended  December 31, 2001 filed  pursuant to Section  13(a) or 15(d) of
          the Securities Exchange Act of 1934, as amended (the "Exchange Act");

     (b)  All other reports of the Registrant filed pursuant to Section 13(a) or
          15(d) of the  Exchange Act since the end of the fiscal year covered by
          the Registrant's documents referred to paragraph (a) above; and

     (c)  The  description  of the  Registrant's  Common Stock  contained in the
          Registrant's  Registration  Statement  on Form 8-A  (Registration  No.
          0-18672),  filed on March 4,  2002  under  the  Exchange  Act with the
          Securities and Exchange Commission.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the  Exchange  Act  subsequent  to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which  deregisters all securities then remaining  unsold shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part hereof from the date of filing of such documents.

Item 6.             Indemnification

     Article Ninth of the Registrant's  certificate of incorporation  eliminates
the personal  liability of directors to the Registrant and its  stockholders for
monetary  damages for breach of fiduciary  duty to the full extent  permitted by
Delaware  law.  Article  VII  of  the  Registrant's  bylaws  provides  that  the
Registrant may indemnify its officers and directors to the full extent permitted
by the Delaware  General  Corporation  Law.  Section 145 of the Delaware General
Corporation  Law  authorizes a  corporation  to indemnify  directors,  officers,
employees  and agents of a  corporation  if such party  acted in good faith in a
manner  he  believed  to be in or  not  opposed  to  the  best  interest  of the
corporation  and,  with respect to any  criminal  action or  proceeding,  had no
reasonable  cause  to  believe  his  conduct  was  unlawful,  as  determined  in
accordance  with the  Delaware  General  Corporation  Law.  Section  145 further
provides  that  indemnification  shall be  provided  if the party in question is
successful on the merits or otherwise in any proceeding or action.

     The Registrant's  bylaws also empower it to maintain directors and officers
liability insurance coverage for its directors,  officers,  employees or agents.
These   indemnification   provisions  may  be   sufficiently   broad  to  permit
indemnification  of the  Registrant's  officers and  directors  for  liabilities
arising  under the  Securities  Act.  The  Registrant  has  purchased  a general
liability  insurance  policy that covers  certain  liabilities  of directors and
officers of the Registrant arising out of claims based upon acts or omissions in
their capacities as directors or officers.

     The  Registrant  has  entered  into  indemnification  agreements  with  its
directors  and  certain of its  officers  pursuant  to which the  Registrant  is
contractually  obligated  to  indemnify  such  persons  to  the  fullest  extent
permitted by applicable law.

Item 8.             Exhibits.

Number    Description

4.1  Certificate  of  Incorporation,  filed as Exhibit  3.1 to the  Registrant's
     Current Report on Form 8-K dated March 4, 2002.*

4.2  Bylaws of Zoom Technologies, Inc., filed as Exhibit 3.2 to the Registrant's
     Current Report on Form 8-K dated March 4, 2002.*

4.3  Specimen  Certificate of Common Stock of Zoom Technologies,  Inc., filed as
     Exhibit 4.1 to the  Registrant's  Current Report on Form 8-K dated March 4,
     2002.*

5    Legal Opinion of Brown Rudnick Berlack Israels LLP.

23.1 Consent of Brown  Rudnick  Berlack  Israels LLP  (contained  in its opinion
     filed as Exhibit 5).

23.2 Consent of KPMG LLP

24   Power of Attorney  (included  on the  Signature  Page of this  Registration
     Statement).

99.1 Zoom  Technologies,  Inc. 1998 Employee Equity  Incentive Plan, as amended.
     --------------------------------
*    Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
     Securities  Act of 1933,  as amended,  reference  is made to the  documents
     previously  filed with the  Securities and Exchange  Commission,  which are
     incorporated by reference herein.

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
as amended,  the Registrant  certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized,  in the City of Boston,  Massachusetts,  on August 2,
2002. ZOOM TECHNOLOGIES, INC.
                                  By:   /s/ Frank B. Manning
                                      ------------------------
                                      Frank B. Manning, President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Frank B. Manning and Peter R. Kramer, and each of
them  (with  full  power to each of them to act  alone),  his  true  and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any or all amendments (including post-effective  amendments)
to this Registration Statement,  and to file the same, with all exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

Signature                     Title                               Date

  /s/ Frank B. Manning        Chairman of the Board, President    August 2, 2002
--------------------------    and Chief Executive Officer
Frank B. Manning              (Principal Executive Officer)

  /s/ Robert A. Crist         Principal Financial and             August 2, 2002
--------------------------    Accounting Officer
Robert A. Crist

  /s/ Peter R. Kramer         Director                            August 2, 2002
--------------------------
Peter R. Kramer

  /s/ Bernard Furman          Director                            August 2, 2002
--------------------------
Bernard Furman

  /s/ L. Lamont Gordon        Director                            August 2, 2002
--------------------------
L. Lamont Gordon

  /s/ J. Ronald Woods         Director                            August 2, 2002
--------------------------
J. Ronald Woods
<PAGE>



                                  EXHIBIT INDEX

Exhibit
Number    Description

4.1  Certificate  of  Incorporation,  filed as Exhibit  3.1 to the  Registrant's
     Current Report on Form 8-K dated March 4, 2002.*

4.2  Bylaws of Zoom Technologies, Inc., filed as Exhibit 3.2 to the Registrant's
     Current Report on Form 8-K dated March 4, 2002.*

4.3  Specimen  Certificate of Common Stock of Zoom Technologies,  Inc., filed as
     Exhibit 4.1 to the  Registrant's  Current Report on Form 8-K dated March 4,
     2002.*
5    Legal Opinion of Brown Rudnick Berlack Israels LLP.

23.1 Consent of Brown  Rudnick  Berlack  Israels LLP  (contained  in its opinion
     filed as Exhibit 5).

23.2 Consent of KPMG LLP

24   Power of Attorney  (included  on the  Signature  Page of this  Registration
     Statement).

99.1 Zoom Technologies, Inc. 1998 Employee Equity Incentive Plan, as amended.
     --------------------------------
*    Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
     Securities  Act of 1933,  as amended,  reference  is made to the  documents
     previously  filed with the  Securities and Exchange  Commission,  which are
     incorporated by reference herein.

<PAGE>
                                    EXHIBIT 5
                                                                  August 2, 2002

Zoom Technologies, Inc.
207 South Street
Boston, MA 02111

RE:  Registration Statement on Form S-8

Ladies and Gentlemen:

     We are general counsel to Zoom Technologies,  Inc., a Delaware  corporation
(the  "Company").  We have been asked to deliver this opinion in connection with
the preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"),  of a Registration  Statement on
Form S-8 (the "Registration Statement") relating to an additional 250,000 shares
of the Company's Common Stock,  $.01 par value (the "Shares") that may be issued
pursuant to options granted under the Company's 1998 Employee  Equity  Incentive
Plan, as amended (the "1998 Plan").

     In  connection  with this  opinion,  we have examined and are familiar with
originals or copies,  certified or otherwise identified to our satisfaction,  of
the following documents (collectively, the "Documents"):

1.   a copy of the Certificate of  Incorporation  of the Company as in effect on
     the date hereof;

2.   a copy of the Bylaws of the Company as in effect on the date hereof;

3.   the  corporate  records  of the  Company  relating  to the  proceedings  of
     stockholders and directors of the Company;

4.   a certificate of U.S. Stock Transfer  Corporation,  the Company's  transfer
     agent, as to the issued and outstanding shares of the Company;

5.   an Officer's Certificate as to certain matters;

6.   the 1998 Plan; and

7.   the Registration Statement.

     For purposes of this opinion,  we have assumed  without any  investigation:
(1) the legal  capacity of each  natural  person;  (2) the  genuineness  of each
signature;  (3) the completeness of each document submitted to us as an original
and the conformity with the original of each document submitted to us as a copy;
and (4) the  completeness,  accuracy  and proper  indexing  of all  governmental
records.

     We have not,  except as  specifically  noted herein,  made any  independent
review or  investigation  of orders,  judgments,  rules or other  regulations or
decrees by which the Company or any of its  property  may be bound.  Nor have we
made any  independent  investigation  as to the  existence  of  actions,  suits,
investigations  or  proceedings,  if any,  pending  or  threatened  against  the
Company.

     Our opinion  contained herein is limited to the laws of The Commonwealth of
Massachusetts,  the General Corporation Law of the State of Delaware,  including
the   statutory   provisions,   all   applicable   provisions  of  the  Delaware
Constitution,  and reported judicial decisions  interpreting these laws, and the
federal law of the United States of America.

     Our opinion hereafter expressed is based solely upon: (1) our review of the
Documents;  (2)  discussions  with  those  of our  attorneys  who  have  devoted
substantive  attention to the matters contained  herein;  and (3) such review of
published sources of law as we have deemed necessary.

     Based upon and subject to the  foregoing,  we are of the  opinion  that the
Shares have been duly  authorized  and, when issued in accordance with the terms
and  conditions  of the  1998  Plan,  will be  validly  issued,  fully  paid and
nonassessable.

     We  hereby  consent  to the  filing  of this  opinion  as  Exhibit 5 to the
Registration  Statement  and to the reference to our firm wherever it appears in
the Registration Statement.
                               Very truly yours,

                               /s/ Brown Rudnick Berlack Israels LLP
<PAGE>



                                  EXHIBIT 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors
Zoom Technologies, Inc.

     We consent to the use of our reports  incorporated  herein by reference and
to the references to our firm in the registration statement.




/s/ KPMG LLP

Boston, Massachusetts
August 2, 2002

<PAGE>
                                  Exhibit 99.1

                             ZOOM TECHNOLOGIES, INC.
                       1998 EMPLOYEE EQUITY INCENTIVE PLAN
                           AS AMENDED ON JUNE 11, 2002

Section 1.  Name and Purpose

     This  plan  shall be known as the Zoom  Technologies,  Inc.  1998  Employee
Equity  Incentive  Plan, as amended (the "Plan").  The purpose of the Plan is to
attract and retain  employees  and provide an incentive  for them to assist Zoom
Technologies,  Inc. (the "Company") to achieve long-range performance goals, and
to enable them to participate in the long-term growth of the Company.

Section 2.  Definitions

(a)  "Award" means any Option awarded under the Plan.

(b)  "Board" means the Board of Directors of the Company.

(c)  "Code"  means the Internal  Revenue  Code of 1986,  as amended from time to
     time.

(d)  "Committee"  means the Stock Option  Committee of the Board,  or such other
     committee  of not less than  three  members of the Board  appointed  by the
     Board to administer the Plan.

(e)  "Common  Stock" or "Stock" means the Common Stock,  $.01 par value,  of the
     Company.

(f)  "Company"  means Zoom  Technologies,  Inc. and any business entity in which
     Zoom  Technologies,  Inc. owns  directly or  indirectly  50% or more of the
     total  combined  voting power or has a  significant  financial  interest as
     determined by the Committee.

(g)  "Designated Beneficiary" means the beneficiary designated by a Participant,
     in a manner  determined  by the Board,  to receive  amounts due or exercise
     rights of the Participant in the event of the  Participant's  death. In the
     absence  of  an  effective   designation  by  a   Participant,   Designated
     Beneficiary shall mean the Participant's estate.

(h)  "Fair  Market  Value"  means,  with  respect  to Common  Stock or any other
     property, the fair market value of such property as determined by the Board
     in good faith or in the manner established by the Board from time to time.

(i)  "Nonqualified  Stock Option"  means an option to purchase  shares of Common
     Stock,  awarded to a Participant  under Section 6, which is not intended to
     comply as an incentive  stock  option under  Section 422 of the Code or any
     successor provision.

(j)  "Option" means a Nonqualified Stock Option.

(k)  "Officer" means any individual who is a designated corporate officer of the
     Company or is deemed an officer of the Company under Rule 16b-3 promulgated
     under the Securities  Exchange Act of 1934, as amended (or any successor or
     supplementary law, rule or regulation),  or is deemed an officer under Rule
     4310 of the  Marketplace  Rules of The  Nasdaq  Stock  Market,  Inc (or any
     successor or supplementary law, rule or regulation).

(l)  "Participant"  means a person  eligible  pursuant  to  Section 4 hereof and
     selected by the Board to receive an Award under the Plan.

Section 3.  Administration

     The Plan  shall be  administered  by the  Committee.  The Board  shall have
authority to adopt, alter and repeal such administrative  rules,  guidelines and
practices  governing  the  operation  of the Plan as it shall  from time to time
consider  advisable,  and to interpret the  provisions of the Plan.  The Board's
decisions shall be final and binding. To the extent permitted by applicable law,
the Board may delegate to the Committee the power to make Awards to Participants
and all determinations under the Plan with respect thereto.

Section 4.  Eligibility

     All  employees of the  Company,  other than  Officers and  directors of the
Company, are eligible to be Participants in the Plan.

Section 5.  Stock Available for Awards

(a)  Subject to adjustment  under  subsection  (b), Awards may be made under the
     Plan of  Options  to acquire  not in excess of  1,200,000  shares of Common
     Stock.  If any Award in  respect  of shares of Common  Stock  expires or is
     terminated  unexercised  or is  forfeited  for any  reason or  settled in a
     manner  that  results  in fewer  shares  outstanding  than  were  initially
     awarded,  including  without  limitation the surrender of shares in payment
     for the Award or any tax  obligation  thereon,  the shares  subject to such
     Award  or so  surrendered,  as the  case  may  be,  to the  extent  of such
     expiration,  termination,  forfeiture or decrease, shall again be available
     for award under the Plan.  Common Stock issued  through the  assumption  or
     substitution  of  outstanding  grants  from an acquired  Company  shall not
     reduce the shares  available  for Awards  under the Plan.  Shares of Common
     Stock issued  under the Plan may consist in whole or in part of  authorized
     but unissued shares or treasury shares.

(b)  In  the  event  that  the  Board   determines   that  any  stock  dividend,
     extraordinary  cash  dividend,  creation  of a class of equity  securities,
     recapitalization,    reorganization,   merger,   consolidation,   split-up,
     spin-off,  combination,  exchange of shares, warrants or rights offering to
     purchase Common Stock at a price  substantially below fair market value, or
     other similar  transaction affects the Common Stock such that an adjustment
     is  required  in order to  preserve  the  benefits  or  potential  benefits
     intended  to be made  available  under  the  Plan,  then the  Board,  shall
     equitably adjust any or all of (i) the number and kind of shares in respect
     of which  Awards  may be made  under the Plan,  (ii) the number and kind of
     shares  subject to  outstanding  Awards,  and (iii) the award,  exercise or
     conversion  price with respect to any of the  foregoing,  and if considered
     appropriate,  the Board may make  provision for a cash payment with respect
     to an outstanding Award,  provided that the number of shares subject to any
     Award shall always be a whole number.

Section 6.  Stock Options

(a)  Subject to the  provisions  of the Plan,  the Board may award  Nonqualified
     Stock  Options  and  determine  the  number of shares to be covered by each
     Option,  the Option  Price  therefor  and the  conditions  and  limitations
     applicable to the exercise of the Option.

(b)  The Board  shall  establish  the  Option  Price at the time each  Option is
     awarded.

(c)  Each Option  shall be  exercisable  at such times and subject to such terms
     and  conditions  as the  Board  may  specify  in the  applicable  Award  or
     thereafter.  The Board may  impose  such  conditions  with  respect  to the
     exercise of Options, including conditions relating to applicable federal or
     state securities laws, as it considers necessary or advisable.

(d)  No shares  shall be  delivered  pursuant to any exercise of an Option until
     payment in full of the Option  Price  therefor is received by the  Company.
     Such  payment  may be made in whole or in part in cash  or,  to the  extent
     permitted by the Board at or after the award of the Option,  by delivery of
     a note or shares  of  Common  Stock  owned by the  optionholder,  including
     restricted  stock,  valued  at  their  Fair  Market  Value  on the  date of
     delivery,  by  the  reduction  of the  shares  of  Common  Stock  that  the
     optionholder would be entitled to receive upon exercise of the Option, such
     shares to be valued at their  Fair  Market  Value on the date of  exercise,
     less their Option Price (a so-called  "cashless  exercise"),  or such other
     lawful  consideration  as  the  Board  may  determine.   In  addition,   an
     optionholder  may engage in a successive  exchange (or series of exchanges)
     in which the shares of Common Stock that such  optionholder  is entitled to
     receive  upon the exercise of an Option may be  simultaneously  utilized as
     payment for the exercise of an additional Option or Options.

(e)  The  Board  may  provide  for the  automatic  award of an  Option  upon the
     delivery  of shares to the  Company  in  payment of an Option for up to the
     number of shares so delivered.

Section 7.  General Provisions Applicable to Awards

(a)  Documentation.  Each Award under the Plan shall be  evidenced  by a writing
     delivered to the  Participant  specifying the terms and conditions  thereof
     and containing  such other terms and conditions not  inconsistent  with the
     provisions  of the Plan as the Board  considers  necessary  or advisable to
     achieve  the  purposes  of the  Plan  or  comply  with  applicable  tax and
     regulatory laws and accounting principles.

(b)  Board  Discretion.  The terms of each Award need not be identical,  and the
     Board need not treat Participants  uniformly.  Except as otherwise provided
     by the Plan or a particular  Award,  any  determination  with respect to an
     Award  may be  made  by the  Board  at the  time of  award  or at any  time
     thereafter.  Without  limiting the  foregoing,  an Award may be made by the
     Board, in its discretion,  to any 401(k), savings,  pension, profit sharing
     or other  similar plan of the Company in lieu of or in addition to any cash
     or other property contributed or to be contributed to such plan.

(c)  Settlement.  The Board shall determine  whether Awards are settled in whole
     or in part in cash, Common Stock,  other securities of the Company,  Awards
     or other  property.  The Board may permit a Participant to defer all or any
     portion of a payment under the Plan, including the crediting of interest on
     deferred  amounts  denominated in cash and dividend  equivalents on amounts
     denominated in Common Stock.

(d)  Termination of Employment. The Board shall determine the effect on an Award
     of the disability,  death, retirement or other termination of employment of
     a Participant  and the extent to which,  and the period  during which,  the
     Participant's legal representative,  guardian or Designated Beneficiary may
     receive payment of an Award or exercise rights thereunder.

(e)  Change in Control.  In order to preserve a  Participant's  rights  under an
     Award in the event of a change in control of the Company,  the Board in its
     discretion  may,  at the time an  Award is made or at any time  thereafter,
     take one or more of the following actions: (i) provide for the acceleration
     of any time period relating to the exercise of the Award,  (ii) provide for
     the purchase of the Award upon the  Participant's  request for an amount of
     cash or other  property  that could have been received upon the exercise of
     the Award had the Award been currently exercisable,  (iii) adjust the terms
     of the Award in a manner  determined  by the Board to reflect the change in
     control,  (iv) cause the Award to be  assumed,  or new  rights  substituted
     therefor,  by another entity, or (v) make such other provision as the Board
     may consider equitable and in the best interests of the Company.

(f)  Withholding.  The Participant  shall pay to the Company,  or make provision
     satisfactory  to the Board for payment of, any taxes  required by law to be
     withheld in respect of Awards  under the Plan no later than the date of the
     event  creating  the tax  liability.  In the Board's  discretion,  such tax
     obligations  may be paid in whole or in part in  shares  of  Common  Stock,
     including  shares  retained  from the Award  creating  the tax  obligation,
     valued at their Fair Market Value on the date of delivery.  The Company and
     its  affiliates  may, to the extent  permitted by law,  deduct any such tax
     obligations from any payment of any kind otherwise due to the Participant.

(g)  Amendment  of  Award.  The  Board  may  amend,   modify  or  terminate  any
     outstanding  Award,  including  substituting  therefor another Award of the
     same or a different type, changing the date of exercise,  provided that the
     Participant's  consent to such action  shall be  required  unless the Board
     determines that the action,  taking into account any related action,  would
     not materially and adversely affect the Participant.

Section 8.  Miscellaneous

(a)  No Right To  Employment.  No  person  shall  have any  claim or right to be
     granted  an Award,  and the grant of an Award  shall  not be  construed  as
     giving  a  Participant  the  right to  continued  employment.  The  Company
     expressly reserves the right at any time to dismiss a Participant free from
     any liability or claim under the Plan, except as expressly  provided in the
     applicable Award.

(b)  No Rights As  Shareholder.  Subject  to the  provisions  of the  applicable
     Award, no Participant or Designated  Beneficiary shall have any rights as a
     shareholder  with respect to any shares of Common  Stock to be  distributed
     under the Plan until he or she becomes the holder thereof.

(c)  Governing   Law.  The   provisions   of  the  Plan  shall  be  governed  by
     and  interpreted  in accordance  with the laws of the State of Delaware.

(d)  Indemnity.  Neither the Board nor the Committee, nor any members of either,
     nor any  employees  of the  Company  or any  parent,  subsidiary,  or other
     affiliate,   shall  be  liable  for  any  act,  omission,   interpretation,
     construction or  determination  made in good faith in connection with their
     responsibilities  with respect to this Plan,  and the Company hereby agrees
     to indemnify the members of the Board,  the members of the  Committee,  and
     the employees of the Company and its parent or  subsidiaries  in respect of
     any claim,  loss,  damage, or expense  (including  reasonable counsel fees)
     arising  from any  such  act,  omission,  interpretation,  construction  or
     determination to the full extent permitted by law.

(e)  Amendment  of  Plan.  The  Board  may  amend,   suspend  or  terminate  the
     Plan or any portion thereof at any time.
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "description": "08-02-02", "secsgml_size_bytes": 31851}]
{"company-data": {"conformed-name": "ZOOM TECHNOLOGIES INC", "cik": "0000822708", "assigned-sic": "3661", "irs-number": "042621506", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-97573", "film-number": "02718260"}, "business-address": {"street1": "207 SOUTH ST", "city": "BOSTON", "state": "MA", "zip": "02111", "phone": "6174231072"}, "mail-address": {"street1": "207 SOUTH ST", "city": "BOSTON", "state": "MA", "zip": "02111"}, "former-company": {"former-conformed-name": "ZOOM TELEPHONICS INC", "date-changed": "19950622"}}
================================================================================
     As filed with the Securities and Exchange Commission on August 2, 2002
                                                           Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           --------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                           --------------------------

                         ZOOM TECHNOLOGIES, INC.
          (Exact Name of Registrant as Specified in its Charter)

                Delaware                             04-2621506
    (State or Other Jurisdiction of              (I.R.S. Employer
    Incorporation or Organization)            Identification  Number)

                    207 South Street, Boston, MA 02111
      (Address, Including Zip Code, of Principal Executive Offices)

                           --------------------------

       Zoom Technologies, Inc. 1998 Employee Equity Incentive Plan
                              (Full Title of Plan)
                           --------------------------

                                Frank B. Manning
                  President and Chief Executive Officer
                             Zoom Technologies, Inc.
                                207 South Street
                                Boston, MA 02111
                                 (617) 423-1072
                   (Name, Address and Telephone Number,
                Including Area Code, of Agent For Service)

                                 with a copy to:

                              Philip J. Flink, Esq.
                         Brown, Rudnick, Freed & Gesmer
            One Financial Center, Boston, Massachusetts 02111
                                 (617) 856-8200
                           --------------------------

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                       Proposed      Proposed
 Title of Each Class      Amount        Maximum       Maximum     Amount of
        of                to Be        Offering      Aggregate   Registration
   Securities to Be     Registered      Price       Offering          Fee
     Registered                       Per Share(1)    Price(1)
  ------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Common Stock, $.01       250,000        $0.69       $172,500        $15.87
par value                Shares (2)
================================================================================

(1)  Estimated  solely for purposes of calculating the registration fee pursuant
     to Rule 457(h) under the Securities  Act of 1933, as amended,  on the basis
     of the average of the high and low  reported  price of the Common  Stock of
     Zoom Technologies, Inc. on the Nasdaq National Market on July 31, 2002.

================================================================================
(2)  Includes   250,000   shares  of  Common  Stock   issuable  under  the  Zoom
     Technologies,  Inc. 1998 Employee  Equity  Incentive  Plan.  Such presently
     indeterminable  number  of  additional  shares  of  Common  Stock  are also
     registered   hereunder  as  may  be  issued  in  the  event  of  a  merger,
     consolidation,  reorganization,  recapitalization,  stock  dividend,  stock
     split or other similar change in Common Stock.
================================================================================
This  Registration  Statement on Form S-8 is being filed for the purpose of
registering  an  additional  250,000  shares of the  Registrant's  Common  Stock
reserved for issuance  under the Zoom  Technologies,  Inc. 1998 Employee  Equity
Incentive  Plan, as amended (the "Plan").  Pursuant to General  Instruction E of
Form S-8, except as otherwise provided herein, the contents of this Registration
Statement  also  incorporates  by reference the  Registrant's  previously  filed
Registration  Statements  on  Form  S-8  (File  Nos.  333-75575,  333-90191  and
333-47188)  which  registered an aggregate of 950,000 shares  issuable under the
Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.             Incorporation of Documents by Reference.

     The following  documents  are hereby  incorporated  by reference  into this
Registration Statement:

     (a)  The  Registrant's  Annual  Report on Form  10-K/A for the fiscal  year
          ended  December 31, 2001 filed  pursuant to Section  13(a) or 15(d) of
          the Securities Exchange Act of 1934, as amended (the "Exchange Act");

     (b)  All other reports of the Registrant filed pursuant to Section 13(a) or
          15(d) of the  Exchange Act since the end of the fiscal year covered by
          the Registrant's documents referred to paragraph (a) above; and

     (c)  The  description  of the  Registrant's  Common Stock  contained in the
          Registrant's  Registration  Statement  on Form 8-A  (Registration  No.
          0-18672),  filed on March 4,  2002  under  the  Exchange  Act with the
          Securities and Exchange Commission.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the  Exchange  Act  subsequent  to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which  deregisters all securities then remaining  unsold shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part hereof from the date of filing of such documents.

Item 6.             Indemnification

     Article Ninth of the Registrant's  certificate of incorporation  eliminates
the personal  liability of directors to the Registrant and its  stockholders for
monetary  damages for breach of fiduciary  duty to the full extent  permitted by
Delaware  law.  Article  VII  of  the  Registrant's  bylaws  provides  that  the
Registrant may indemnify its officers and directors to the full extent permitted
by the Delaware  General  Corporation  Law.  Section 145 of the Delaware General
Corporation  Law  authorizes a  corporation  to indemnify  directors,  officers,
employees  and agents of a  corporation  if such party  acted in good faith in a
manner  he  believed  to be in or  not  opposed  to  the  best  interest  of the
corporation  and,  with respect to any  criminal  action or  proceeding,  had no
reasonable  cause  to  believe  his  conduct  was  unlawful,  as  determined  in
accordance  with the  Delaware  General  Corporation  Law.  Section  145 further
provides  that  indemnification  shall be  provided  if the party in question is
successful on the merits or otherwise in any proceeding or action.

     The Registrant's  bylaws also empower it to maintain directors and officers
liability insurance coverage for its directors,  officers,  employees or agents.
These   indemnification   provisions  may  be   sufficiently   broad  to  permit
indemnification  of the  Registrant's  officers and  directors  for  liabilities
arising  under the  Securities  Act.  The  Registrant  has  purchased  a general
liability  insurance  policy that covers  certain  liabilities  of directors and
officers of the Registrant arising out of claims based upon acts or omissions in
their capacities as directors or officers.

     The  Registrant  has  entered  into  indemnification  agreements  with  its
directors  and  certain of its  officers  pursuant  to which the  Registrant  is
contractually  obligated  to  indemnify  such  persons  to  the  fullest  extent
permitted by applicable law.

Item 8.             Exhibits.

Number    Description

4.1  Certificate  of  Incorporation,  filed as Exhibit  3.1 to the  Registrant's
     Current Report on Form 8-K dated March 4, 2002.*

4.2  Bylaws of Zoom Technologies, Inc., filed as Exhibit 3.2 to the Registrant's
     Current Report on Form 8-K dated March 4, 2002.*

4.3  Specimen  Certificate of Common Stock of Zoom Technologies,  Inc., filed as
     Exhibit 4.1 to the  Registrant's  Current Report on Form 8-K dated March 4,
     2002.*

5    Legal Opinion of Brown Rudnick Berlack Israels LLP.

23.1 Consent of Brown  Rudnick  Berlack  Israels LLP  (contained  in its opinion
     filed as Exhibit 5).

23.2 Consent of KPMG LLP

24   Power of Attorney  (included  on the  Signature  Page of this  Registration
     Statement).

99.1 Zoom  Technologies,  Inc. 1998 Employee Equity  Incentive Plan, as amended.
     --------------------------------
*    Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
     Securities  Act of 1933,  as amended,  reference  is made to the  documents
     previously  filed with the  Securities and Exchange  Commission,  which are
     incorporated by reference herein.

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
as amended,  the Registrant  certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized,  in the City of Boston,  Massachusetts,  on August 2,
2002. ZOOM TECHNOLOGIES, INC.
                                  By:   /s/ Frank B. Manning
                                      ------------------------
                                      Frank B. Manning, President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Frank B. Manning and Peter R. Kramer, and each of
them  (with  full  power to each of them to act  alone),  his  true  and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any or all amendments (including post-effective  amendments)
to this Registration Statement,  and to file the same, with all exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

Signature                     Title                               Date

  /s/ Frank B. Manning        Chairman of the Board, President    August 2, 2002
--------------------------    and Chief Executive Officer
Frank B. Manning              (Principal Executive Officer)

  /s/ Robert A. Crist         Principal Financial and             August 2, 2002
--------------------------    Accounting Officer
Robert A. Crist

  /s/ Peter R. Kramer         Director                            August 2, 2002
--------------------------
Peter R. Kramer

  /s/ Bernard Furman          Director                            August 2, 2002
--------------------------
Bernard Furman

  /s/ L. Lamont Gordon        Director                            August 2, 2002
--------------------------
L. Lamont Gordon

  /s/ J. Ronald Woods         Director                            August 2, 2002
--------------------------
J. Ronald Woods
EXHIBIT INDEX

Exhibit
Number    Description

4.1  Certificate  of  Incorporation,  filed as Exhibit  3.1 to the  Registrant's
     Current Report on Form 8-K dated March 4, 2002.*

4.2  Bylaws of Zoom Technologies, Inc., filed as Exhibit 3.2 to the Registrant's
     Current Report on Form 8-K dated March 4, 2002.*

4.3  Specimen  Certificate of Common Stock of Zoom Technologies,  Inc., filed as
     Exhibit 4.1 to the  Registrant's  Current Report on Form 8-K dated March 4,
     2002.*
5    Legal Opinion of Brown Rudnick Berlack Israels LLP.

23.1 Consent of Brown  Rudnick  Berlack  Israels LLP  (contained  in its opinion
     filed as Exhibit 5).

23.2 Consent of KPMG LLP

24   Power of Attorney  (included  on the  Signature  Page of this  Registration
     Statement).

99.1 Zoom Technologies, Inc. 1998 Employee Equity Incentive Plan, as amended.
     --------------------------------
*    Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
     Securities  Act of 1933,  as amended,  reference  is made to the  documents
     previously  filed with the  Securities and Exchange  Commission,  which are
     incorporated by reference herein.
EXHIBIT 5
                                                                  August 2, 2002

Zoom Technologies, Inc.
207 South Street
Boston, MA 02111

RE:  Registration Statement on Form S-8

Ladies and Gentlemen:

     We are general counsel to Zoom Technologies,  Inc., a Delaware  corporation
(the  "Company").  We have been asked to deliver this opinion in connection with
the preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"),  of a Registration  Statement on
Form S-8 (the "Registration Statement") relating to an additional 250,000 shares
of the Company's Common Stock,  $.01 par value (the "Shares") that may be issued
pursuant to options granted under the Company's 1998 Employee  Equity  Incentive
Plan, as amended (the "1998 Plan").

     In  connection  with this  opinion,  we have examined and are familiar with
originals or copies,  certified or otherwise identified to our satisfaction,  of
the following documents (collectively, the "Documents"):

1.   a copy of the Certificate of  Incorporation  of the Company as in effect on
     the date hereof;

2.   a copy of the Bylaws of the Company as in effect on the date hereof;

3.   the  corporate  records  of the  Company  relating  to the  proceedings  of
     stockholders and directors of the Company;

4.   a certificate of U.S. Stock Transfer  Corporation,  the Company's  transfer
     agent, as to the issued and outstanding shares of the Company;

5.   an Officer's Certificate as to certain matters;

6.   the 1998 Plan; and

7.   the Registration Statement.

     For purposes of this opinion,  we have assumed  without any  investigation:
(1) the legal  capacity of each  natural  person;  (2) the  genuineness  of each
signature;  (3) the completeness of each document submitted to us as an original
and the conformity with the original of each document submitted to us as a copy;
and (4) the  completeness,  accuracy  and proper  indexing  of all  governmental
records.

     We have not,  except as  specifically  noted herein,  made any  independent
review or  investigation  of orders,  judgments,  rules or other  regulations or
decrees by which the Company or any of its  property  may be bound.  Nor have we
made any  independent  investigation  as to the  existence  of  actions,  suits,
investigations  or  proceedings,  if any,  pending  or  threatened  against  the
Company.

     Our opinion  contained herein is limited to the laws of The Commonwealth of
Massachusetts,  the General Corporation Law of the State of Delaware,  including
the   statutory   provisions,   all   applicable   provisions  of  the  Delaware
Constitution,  and reported judicial decisions  interpreting these laws, and the
federal law of the United States of America.

     Our opinion hereafter expressed is based solely upon: (1) our review of the
Documents;  (2)  discussions  with  those  of our  attorneys  who  have  devoted
substantive  attention to the matters contained  herein;  and (3) such review of
published sources of law as we have deemed necessary.

     Based upon and subject to the  foregoing,  we are of the  opinion  that the
Shares have been duly  authorized  and, when issued in accordance with the terms
and  conditions  of the  1998  Plan,  will be  validly  issued,  fully  paid and
nonassessable.

     We  hereby  consent  to the  filing  of this  opinion  as  Exhibit 5 to the
Registration  Statement  and to the reference to our firm wherever it appears in
the Registration Statement.
                               Very truly yours,

                               /s/ Brown Rudnick Berlack Israels LLP
EXHIBIT 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors
Zoom Technologies, Inc.

     We consent to the use of our reports  incorporated  herein by reference and
to the references to our firm in the registration statement.

/s/ KPMG LLP

Boston, Massachusetts
August 2, 2002
Exhibit 99.1

                             ZOOM TECHNOLOGIES, INC.
                       1998 EMPLOYEE EQUITY INCENTIVE PLAN
                           AS AMENDED ON JUNE 11, 2002

Section 1.  Name and Purpose

     This  plan  shall be known as the Zoom  Technologies,  Inc.  1998  Employee
Equity  Incentive  Plan, as amended (the "Plan").  The purpose of the Plan is to
attract and retain  employees  and provide an incentive  for them to assist Zoom
Technologies,  Inc. (the "Company") to achieve long-range performance goals, and
to enable them to participate in the long-term growth of the Company.

Section 2.  Definitions

(a)  "Award" means any Option awarded under the Plan.

(b)  "Board" means the Board of Directors of the Company.

(c)  "Code"  means the Internal  Revenue  Code of 1986,  as amended from time to
     time.

(d)  "Committee"  means the Stock Option  Committee of the Board,  or such other
     committee  of not less than  three  members of the Board  appointed  by the
     Board to administer the Plan.

(e)  "Common  Stock" or "Stock" means the Common Stock,  $.01 par value,  of the
     Company.

(f)  "Company"  means Zoom  Technologies,  Inc. and any business entity in which
     Zoom  Technologies,  Inc. owns  directly or  indirectly  50% or more of the
     total  combined  voting power or has a  significant  financial  interest as
     determined by the Committee.

(g)  "Designated Beneficiary" means the beneficiary designated by a Participant,
     in a manner  determined  by the Board,  to receive  amounts due or exercise
     rights of the Participant in the event of the  Participant's  death. In the
     absence  of  an  effective   designation  by  a   Participant,   Designated
     Beneficiary shall mean the Participant's estate.

(h)  "Fair  Market  Value"  means,  with  respect  to Common  Stock or any other
     property, the fair market value of such property as determined by the Board
     in good faith or in the manner established by the Board from time to time.

(i)  "Nonqualified  Stock Option"  means an option to purchase  shares of Common
     Stock,  awarded to a Participant  under Section 6, which is not intended to
     comply as an incentive  stock  option under  Section 422 of the Code or any
     successor provision.

(j)  "Option" means a Nonqualified Stock Option.

(k)  "Officer" means any individual who is a designated corporate officer of the
     Company or is deemed an officer of the Company under Rule 16b-3 promulgated
     under the Securities  Exchange Act of 1934, as amended (or any successor or
     supplementary law, rule or regulation),  or is deemed an officer under Rule
     4310 of the  Marketplace  Rules of The  Nasdaq  Stock  Market,  Inc (or any
     successor or supplementary law, rule or regulation).

(l)  "Participant"  means a person  eligible  pursuant  to  Section 4 hereof and
     selected by the Board to receive an Award under the Plan.

Section 3.  Administration

     The Plan  shall be  administered  by the  Committee.  The Board  shall have
authority to adopt, alter and repeal such administrative  rules,  guidelines and
practices  governing  the  operation  of the Plan as it shall  from time to time
consider  advisable,  and to interpret the  provisions of the Plan.  The Board's
decisions shall be final and binding. To the extent permitted by applicable law,
the Board may delegate to the Committee the power to make Awards to Participants
and all determinations under the Plan with respect thereto.

Section 4.  Eligibility

     All  employees of the  Company,  other than  Officers and  directors of the
Company, are eligible to be Participants in the Plan.

Section 5.  Stock Available for Awards

(a)  Subject to adjustment  under  subsection  (b), Awards may be made under the
     Plan of  Options  to acquire  not in excess of  1,200,000  shares of Common
     Stock.  If any Award in  respect  of shares of Common  Stock  expires or is
     terminated  unexercised  or is  forfeited  for any  reason or  settled in a
     manner  that  results  in fewer  shares  outstanding  than  were  initially
     awarded,  including  without  limitation the surrender of shares in payment
     for the Award or any tax  obligation  thereon,  the shares  subject to such
     Award  or so  surrendered,  as the  case  may  be,  to the  extent  of such
     expiration,  termination,  forfeiture or decrease, shall again be available
     for award under the Plan.  Common Stock issued  through the  assumption  or
     substitution  of  outstanding  grants  from an acquired  Company  shall not
     reduce the shares  available  for Awards  under the Plan.  Shares of Common
     Stock issued  under the Plan may consist in whole or in part of  authorized
     but unissued shares or treasury shares.

(b)  In  the  event  that  the  Board   determines   that  any  stock  dividend,
     extraordinary  cash  dividend,  creation  of a class of equity  securities,
     recapitalization,    reorganization,   merger,   consolidation,   split-up,
     spin-off,  combination,  exchange of shares, warrants or rights offering to
     purchase Common Stock at a price  substantially below fair market value, or
     other similar  transaction affects the Common Stock such that an adjustment
     is  required  in order to  preserve  the  benefits  or  potential  benefits
     intended  to be made  available  under  the  Plan,  then the  Board,  shall
     equitably adjust any or all of (i) the number and kind of shares in respect
     of which  Awards  may be made  under the Plan,  (ii) the number and kind of
     shares  subject to  outstanding  Awards,  and (iii) the award,  exercise or
     conversion  price with respect to any of the  foregoing,  and if considered
     appropriate,  the Board may make  provision for a cash payment with respect
     to an outstanding Award,  provided that the number of shares subject to any
     Award shall always be a whole number.

Section 6.  Stock Options

(a)  Subject to the  provisions  of the Plan,  the Board may award  Nonqualified
     Stock  Options  and  determine  the  number of shares to be covered by each
     Option,  the Option  Price  therefor  and the  conditions  and  limitations
     applicable to the exercise of the Option.

(b)  The Board  shall  establish  the  Option  Price at the time each  Option is
     awarded.

(c)  Each Option  shall be  exercisable  at such times and subject to such terms
     and  conditions  as the  Board  may  specify  in the  applicable  Award  or
     thereafter.  The Board may  impose  such  conditions  with  respect  to the
     exercise of Options, including conditions relating to applicable federal or
     state securities laws, as it considers necessary or advisable.

(d)  No shares  shall be  delivered  pursuant to any exercise of an Option until
     payment in full of the Option  Price  therefor is received by the  Company.
     Such  payment  may be made in whole or in part in cash  or,  to the  extent
     permitted by the Board at or after the award of the Option,  by delivery of
     a note or shares  of  Common  Stock  owned by the  optionholder,  including
     restricted  stock,  valued  at  their  Fair  Market  Value  on the  date of
     delivery,  by  the  reduction  of the  shares  of  Common  Stock  that  the
     optionholder would be entitled to receive upon exercise of the Option, such
     shares to be valued at their  Fair  Market  Value on the date of  exercise,
     less their Option Price (a so-called  "cashless  exercise"),  or such other
     lawful  consideration  as  the  Board  may  determine.   In  addition,   an
     optionholder  may engage in a successive  exchange (or series of exchanges)
     in which the shares of Common Stock that such  optionholder  is entitled to
     receive  upon the exercise of an Option may be  simultaneously  utilized as
     payment for the exercise of an additional Option or Options.

(e)  The  Board  may  provide  for the  automatic  award of an  Option  upon the
     delivery  of shares to the  Company  in  payment of an Option for up to the
     number of shares so delivered.

Section 7.  General Provisions Applicable to Awards

(a)  Documentation.  Each Award under the Plan shall be  evidenced  by a writing
     delivered to the  Participant  specifying the terms and conditions  thereof
     and containing  such other terms and conditions not  inconsistent  with the
     provisions  of the Plan as the Board  considers  necessary  or advisable to
     achieve  the  purposes  of the  Plan  or  comply  with  applicable  tax and
     regulatory laws and accounting principles.

(b)  Board  Discretion.  The terms of each Award need not be identical,  and the
     Board need not treat Participants  uniformly.  Except as otherwise provided
     by the Plan or a particular  Award,  any  determination  with respect to an
     Award  may be  made  by the  Board  at the  time of  award  or at any  time
     thereafter.  Without  limiting the  foregoing,  an Award may be made by the
     Board, in its discretion,  to any 401(k), savings,  pension, profit sharing
     or other  similar plan of the Company in lieu of or in addition to any cash
     or other property contributed or to be contributed to such plan.

(c)  Settlement.  The Board shall determine  whether Awards are settled in whole
     or in part in cash, Common Stock,  other securities of the Company,  Awards
     or other  property.  The Board may permit a Participant to defer all or any
     portion of a payment under the Plan, including the crediting of interest on
     deferred  amounts  denominated in cash and dividend  equivalents on amounts
     denominated in Common Stock.

(d)  Termination of Employment. The Board shall determine the effect on an Award
     of the disability,  death, retirement or other termination of employment of
     a Participant  and the extent to which,  and the period  during which,  the
     Participant's legal representative,  guardian or Designated Beneficiary may
     receive payment of an Award or exercise rights thereunder.

(e)  Change in Control.  In order to preserve a  Participant's  rights  under an
     Award in the event of a change in control of the Company,  the Board in its
     discretion  may,  at the time an  Award is made or at any time  thereafter,
     take one or more of the following actions: (i) provide for the acceleration
     of any time period relating to the exercise of the Award,  (ii) provide for
     the purchase of the Award upon the  Participant's  request for an amount of
     cash or other  property  that could have been received upon the exercise of
     the Award had the Award been currently exercisable,  (iii) adjust the terms
     of the Award in a manner  determined  by the Board to reflect the change in
     control,  (iv) cause the Award to be  assumed,  or new  rights  substituted
     therefor,  by another entity, or (v) make such other provision as the Board
     may consider equitable and in the best interests of the Company.

(f)  Withholding.  The Participant  shall pay to the Company,  or make provision
     satisfactory  to the Board for payment of, any taxes  required by law to be
     withheld in respect of Awards  under the Plan no later than the date of the
     event  creating  the tax  liability.  In the Board's  discretion,  such tax
     obligations  may be paid in whole or in part in  shares  of  Common  Stock,
     including  shares  retained  from the Award  creating  the tax  obligation,
     valued at their Fair Market Value on the date of delivery.  The Company and
     its  affiliates  may, to the extent  permitted by law,  deduct any such tax
     obligations from any payment of any kind otherwise due to the Participant.

(g)  Amendment  of  Award.  The  Board  may  amend,   modify  or  terminate  any
     outstanding  Award,  including  substituting  therefor another Award of the
     same or a different type, changing the date of exercise,  provided that the
     Participant's  consent to such action  shall be  required  unless the Board
     determines that the action,  taking into account any related action,  would
     not materially and adversely affect the Participant.

Section 8.  Miscellaneous

(a)  No Right To  Employment.  No  person  shall  have any  claim or right to be
     granted  an Award,  and the grant of an Award  shall  not be  construed  as
     giving  a  Participant  the  right to  continued  employment.  The  Company
     expressly reserves the right at any time to dismiss a Participant free from
     any liability or claim under the Plan, except as expressly  provided in the
     applicable Award.

(b)  No Rights As  Shareholder.  Subject  to the  provisions  of the  applicable
     Award, no Participant or Designated  Beneficiary shall have any rights as a
     shareholder  with respect to any shares of Common  Stock to be  distributed
     under the Plan until he or she becomes the holder thereof.

(c)  Governing   Law.  The   provisions   of  the  Plan  shall  be  governed  by
     and  interpreted  in accordance  with the laws of the State of Delaware.

(d)  Indemnity.  Neither the Board nor the Committee, nor any members of either,
     nor any  employees  of the  Company  or any  parent,  subsidiary,  or other
     affiliate,   shall  be  liable  for  any  act,  omission,   interpretation,
     construction or  determination  made in good faith in connection with their
     responsibilities  with respect to this Plan,  and the Company hereby agrees
     to indemnify the members of the Board,  the members of the  Committee,  and
     the employees of the Company and its parent or  subsidiaries  in respect of
     any claim,  loss,  damage, or expense  (including  reasonable counsel fees)
     arising  from any  such  act,  omission,  interpretation,  construction  or
     determination to the full extent permitted by law.

(e)  Amendment  of  Plan.  The  Board  may  amend,   suspend  or  terminate  the
     Plan or any portion thereof at any time.