================================================================================
     As filed with the Securities and Exchange Commission on August 13, 2003
                                                           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                             51-0448969
    (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. 1991 Directors Stock Option Plan, as amended
                              (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 Berlack Israels LLP
            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       252,000        $1.18        $297,360       $24.06
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 Small Cap Market on August 11, 2003.
================================================================================

(2)  Includes   252,000   shares  of  Common  Stock   issuable  under  the  Zoom
     Technologies,  Inc.  1991  Directors  Stock Option Plan,  as amended.  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  252,000  shares of the  Registrant's  Common  Stock
reserved for issuance under the Zoom  Technologies,  Inc. 1991  Directors  Stock
Option 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 No. 333-90930 and File No. 333-42834)
which  registered  an  aggregate  of  198,000  shares  issuable  under the Plan.
Following  the  registration  of  the  additional   252,000  shares  under  this
registration  statement,  a total of 450,000 shares of the  Registrant's  Common
Stock will be registered 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 year  ended
          December  31,  2002 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 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.
<PAGE>

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. 1991 Directors Stock Option 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>
                                   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 13,
2003.

                                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 7, 2003
--------------------------    and Chief Executive Officer
Frank B. Manning              (Principal Executive Officer)

  /s/ Robert A. Crist         Principal Financial and             August 7, 2003
--------------------------    Accounting Officer
Robert A. Crist

  /s/ Peter R. Kramer         Director                            August 7, 2003
--------------------------
Peter R. Kramer

  /s/ Bernard Furman          Director                            August 1, 2003
--------------------------
Bernard Furman

  /s/ L. Lamont Gordon        Director                            August 5, 2003
--------------------------
L. Lamont Gordon

  /s/ J. Ronald Woods         Director                            August 1, 2003
--------------------------
J. Ronald Woods
<PAGE>
                                 EXHIBIT INDEX

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. 1991 Directors Stock Option 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 13, 2003
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 252,000 shares
of the Company's Common Stock,  $.01 par value (the "Shares") that may be issued
pursuant to options  granted under the  Company's  1991  Directors  Stock Option
Plan, as amended (the "1991 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 1991 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

                       INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Zoom Technologies, Inc.

     We consent to the use of our report  incorporated  by reference herein.




/s/ KPMG LLP

Boston, Massachusetts
August 13, 2003

<PAGE>
                                  Exhibit 99.1

                             ZOOM TECHNOLOGIES, INC.
                  1991 DIRECTORS STOCK OPTION PLAN, AS AMENDED
                              THROUGH JUNE 13, 2003

ARTICLE 1 - Purpose

     This 1991 Directors  Stock Option Plan, as amended (the "Plan") is intended
to enable Zoom  Technologies,  Inc.  (the  "Company")  to attract and retain the
services  of  experienced  and  knowledgeable  Directors  for the benefit of the
Company and its  stockholders by providing them with  opportunities  to purchase
stock in the Company pursuant to the exercise of options.

ARTICLE 2 - Administration of the Plan

     The Plan shall be  administered  by the Board of Directors (the "Board") of
the  Company.  The Board may from time to time adopt such rules and  regulations
for carrying out the Plan as it may determine in its sole discretion.  No member
of the Board shall be liable with respect to any action or determination made in
good faith  regarding  the Plan or any option  granted under it. The Board shall
have no discretion with respect to the selection of recipients of grants, or the
timing, pricing or the amount of stock option grants under the Plan.

ARTICLE 3 - Eligible Directors

     Options shall be granted to each Director of the Company in accordance with
Article 5 hereof,  except any Director who is a full-time  employee or full-time
officer of the  Company or its  subsidiaries  shall not be  eligible  to receive
options under the Plan.

ARTICLE 4 - Stock

     The stock subject to the options  granted  hereunder shall be shares of the
Company's  authorized  but  unissued  shares of common stock or shares of common
stock  reacquired by the Company  including  shares purchased in the open market
("Common  Stock").  The maximum  number of shares which are hereby  reserved for
issuance  and may be  issued  pursuant  to  this  Plan is  450,000,  subject  to
adjustment as provided in Article 13. In the event any option  granted under the
Plan shall expire,  terminate or be cancelled for any reason without having been
exercised in full, or shall cease for any reason to be  exercisable  in whole or
in part, the unpurchased shares subject thereto, to the extent the option ceases
to be exercisable, shall again be available under the Plan.

ARTICLE 5 - Grant of Options

     Each eligible director shall automatically be granted an option to purchase
12,000  shares  of  Common  Stock on each  July 10 and  January  10 of each year
beginning on July 10, 2003, at a price per share  determined in accordance  with
Article 6 hereof. No option shall be granted hereunder to a person who ceases to
be a Director prior to the date on which such grant is to be made.

ARTICLE 6 - Price of Options

     The price per share  specified in each option  granted under the Plan shall
be the fair  market  value per share of Common  Stock on the date the  option is
granted.  Fair  market  value  shall  mean the  closing  price per share for the
Company's Common Stock on the Nasdaq National Market on the date of the grant or
if such Common Stock is not listed on the Nasdaq National  Market,  then on such
other stock exchange or market  quotation system where such shares may from time
to time be listed on the date of the grant, subject to any applicable regulatory
rules.

ARTICLE 7 - Duration of Options

     Subject to earlier  termination  as  provided  in  Articles 9 and 10,  each
option shall expire on the last day of the second year from the date of grant of
such option.

ARTICLE 8 - Restrictions on Exercise of Options

     Subject to the  provisions  of Articles 9 through  12, each option  granted
under of Article 5 shall  become  exercisable  six months from the date on which
each such option is granted;  provided that no option shall be exercisable prior
to approval of this Plan by the stockholders of the Company.

ARTICLE 9 - Termination of Serivce as a Director

     If an optionee  ceases to be a Director of the Company for any reason other
than death or  disability  (within  the  meaning  of  Section  105(d) (4) of the
Internal  Revenue Code of 1986, as amended) his options  shall  terminate on the
date one month  following the date of such  cessation  (but not later than their
specified expiration date).

ARTICLE 10 - Disability: Death

     If an  optionee  ceases to be a  Director  as a result of  disability,  his
options  shall  terminate  on the  date  one  year  following  the  date of such
cessation (but not later than their specified expiration date).

     If an  optionee  dies  while a  Director  or during  the one  month  period
referred  to in  Article  9 or the one  year  period  referred  to above in this
Article 10, his options may be exercised to the extent they were  exercisable on
the date of his death,  by his  estate,  or duly  appointed  representative,  or
beneficiary  who  acquires  the  options by will or by the laws of  descent  and
distribution,  and  each  such  option  shall  terminate  on the  date  one year
following  the date of the  optionee's  death (but not later than its  specified
expiration date).

ARTICLE 11 - Assignability

     No option shall be assignable  or  transferable  by the optionee  except by
will or by the laws of descent and distribution,  and during the lifetime of the
optionee each option shall be exercisable only by him.

ARTICLE 12 - Terms and Conditions of Options

     Options shall be evidenced by instruments  (which need not be identical) in
such forms as the Board may from time to time approve.  Such  instruments  shall
conform to the terms and  conditions  set forth in  Articles  6 through  11. The
Company  shall not be obligated to deliver any shares  unless and until,  in the
opinion of the Company's  counsel,  all applicable United States, and state laws
and  regulations  have been  complied  with,  nor, in the event the  outstanding
common stock is at the time listed upon any stock exchange, unless and until the
shares to be delivered have been listed, if necessary, or authorized to be added
to the list upon official notice of issuance, upon such exchange, nor unless and
until all other legal  matters in  connection  with the issuance and delivery of
shares  have been  approved  by the  Company's  counsel.  Without  limiting  the
generality  of the  foregoing,  the Company may require from the  optionee  such
investment  representation or such agreement, if any, as counsel for the Company
may consider  necessary in order to comply with the  Securities Act of 1933. The
Company  shall use its best efforts to effect any such  compliance  and listing,
and the optionee  shall take any action  reasonably  requested by the Company in
such regard.

ARTICLE 13 - Adjustments

     Upon the happening of any of the following  described events, an optionee's
rights  under  options  granted  hereunder  shall  be  adjusted  as  hereinafter
provided:

A.   in the event shares of Common Stock of the Company  shall be  subdivided or
     combined  into a greater or smaller  number of shares or if, upon a merger,
     consolidation,    reorganization,   split-up,   liquidation,   combination,
     recapitalization  or the like of the Company,  the shares of the  Company's
     Common Stock shall be exchanged  for other  securities of the Company or of
     another corporation,  each optionee shall be entitled to purchase,  subject
     to the terms and  conditions  herein stated and to the terms and conditions
     of each individual option,  such number of shares of Common Stock or amount
     of other  securities  of the  Company  or such  other  corporation  as were
     exchangeable  for the number of shares of Common Stock of the Company which
     such optionee would have been entitled to purchase  except for such action,
     and appropriate  adjustments  shall be made in the purchase price per share
     to reflect such subdivision, combination, or exchange; and

B.   in the event the Company shall issue any of its shares as a stock  dividend
     upon or with respect to the shares of stock of the class which shall at the
     time be subject to option hereunder,  each optionee upon exercising such an
     option shall be entitled to receive (for the purchase  price paid upon such
     exercise)  the  shares as to which he is  exercising  his  option  and,  in
     addition  thereto  (at no  additional  cost),  such number of shares of the
     class or classes in which such stock dividend or dividends were declared or
     paid,  and such amount of cash in lieu of  fractional  shares,  as he would
     have  received  if he had been the  holder of the  shares as to which he is
     exercising his option at all times between the date of the granting of such
     option and the date of its exercise.

     Upon the happening of any of the foregoing events,  the class and aggregate
number of shares set forth in Article 4 hereof  which are  reserved for issuance
pursuant to the Plan or are subject to options which have heretofore been or may
hereafter  be granted  under the Plan shall also be  appropriately  adjusted  to
reflect the events specified in paragraphs A and B above

ARTICLE 14 - Exercise of Options

     An optionee shall  exercise an option (or any part or installment  thereof)
by giving  written  notice  to the  Company  at its  principal  office  address,
identifying  the option being  exercised,  specifying the number of shares as to
which such option is being  exercised  and  accompanied  by fully payment of the
option Price therefor either (1) in US dollars, in cash or by certified check or
bank draft,  or (2) in Common Stock of the Company  owned by the  optionee  (and
held at least one year if acquired  pursuant to the exercise of any stock option
granted by the  Company to the  optionee  whether  under the Plan or  otherwise)
having  a fair  market  value  (as  determined  by  the  Board  as of  the  date
immediately  preceding  the  date  on  which  the  option  is  exercised  and in
accordance  with all applicable  laws and all  applicable  rules and policies of
relevant securities  regulatory  authorities) equal to, or a fraction of a share
less than,  such purchase price (and if such shares of Common Stock are equal to
a fraction of a share less than such purchase  price,  then the option shall pay
any balance remaining in cash), or (3) in a combination of such Common Stock (as
described  above)  and  cash,  certified  check or bank  draft.  However  if the
optionee  desires  to tender  Common  Stock in payment of any part of the option
Price as contemplated in (2) or (3) above, the optionee, before giving notice of
exercise  as  aforesaid,  shall  first give  written  notice  (addressed  to the
principal  office of the  Company  specifying  the  number  of shares  which the
optionee wishes to tender) that the optionee  proposes to tender Common Stock in
order to exercise his option.  The Board shall  notify the optionee  whether the
proposed  tender is  acceptable to the Board within ten day of receipt of notice
of the  proposed  tender.  The  acceptance  of any tender of Common  Stock by an
optionee  pursuant to (2) or (3) in payment of the option Price shall be subject
to the absolute  discretion of the Board, who may only accept the tender of such
Common  Stock in  accordance  with,  and  subject  to the  requirements  of, all
applicable  laws and all  applicable  rules and policies of relevant  securities
regulatory authorities.  If the proposed tender is acceptable, the optionee must
then give written notice of the exercise of his option as aforesaid  within five
days of receipt of notice of the Board that the proposed  tender is  acceptable.
If the proposed tender is not acceptable and the optionee,  at that time,  still
desires  to  exercise  this  option,  he may do so by giving  written  notice of
exercise of his option as  aforesaid  and paying the option  Price in cash or by
certified  check or bank draft.  The  acceptance  by the Company of Common Stock
tendered in payment of the option  Price shall be treated as a purchase of those
shares by the Company.

     Unless the Board otherwise  determines,  the holder of an option shall have
no rights as a  shareholder  with respect to the shares  issued upon exercise of
the option  until the date of issuance of the  certificate  for those  shares to
him.  Unless the Board  otherwise  determines,  no  adjustment  will be made for
dividends or similar  rights for which the record date occurs after the exercise
of the option but before the date such  certificates for shares is issued. In no
case may a fraction of a share be purchased or issued under the Plan.

ARTICLE 15 - Termination and Amendments to Plan

     The Plan shall expire on April 30, 2011  (except as to options  outstanding
on that  date).  Options  may be  granted  under  the Plan  prior to the date of
stockholder  approval of the Plan but such options  shall be granted  subject to
such  approval.  The Board may terminate or amend the Plan in any respect at any
time, except that, without the approval of the stockholders (a) the total number
of shares  that may be issued  under the Plan may not be  increased  (except  by
adjustment  pursuant to Article 13); (b) the  provisions of Article 3, regarding
eligibility,  may not be modified;  (c) the provisions of Article 5, relating to
the grants of options,  may not be modified;  (d) the  provisions  of Article 6,
regarding the exercise price at which shares may be offered pursuant to options,
may not be modified  (except by adjustment  pursuant to Article 13); and (e) the
expiration  date  of the  Plan  may  not be  extended.  In no  event  shall  the
provisions of Article 5 be modified more  frequently  than every six months.  No
amendment  shall  have the  effect of  granting  to any  person or  persons  any
discretion  as to the  selection of any person to whom any option may be granted
under the Plan or the determination of the number or maximum number of shares of
stock which may be  allocated  to any  Director or which may be covered by stock
options granted to any Director  pursuant to the Plan. No action of the Board or
stockholders may, without the consent of an optionee,  substantially  impair his
rights under any option previously granted to him.

ARTICLE 16 - Governmental Regulations

     The  Plan  and the  grant  and  exercise  of  options  thereunder,  and the
Company's  obligation to sell and deliver  shares of the Company's  Common Stock
under such  options,  shall be subject to all  applicable  laws  (including  tax
laws), rules and regulations.

                                        A true copy.

                                        By: /s/ Frank B. Manning
                                            Frank B. Manning
[{"type": "S-8", "sequence": "1", "filename": "s-8081303.txt", "secsgml_size_bytes": 32622}]
{"company-data": {"conformed-name": "ZOOM TECHNOLOGIES INC", "cik": "0000822708", "assigned-sic": "3661", "irs-number": "510448969", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-107923", "film-number": "03840876"}, "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 13, 2003
                                                           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                             51-0448969
    (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. 1991 Directors Stock Option Plan, as amended
                              (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 Berlack Israels LLP
            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       252,000        $1.18        $297,360       $24.06
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 Small Cap Market on August 11, 2003.
================================================================================

(2)  Includes   252,000   shares  of  Common  Stock   issuable  under  the  Zoom
     Technologies,  Inc.  1991  Directors  Stock Option Plan,  as amended.  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  252,000  shares of the  Registrant's  Common  Stock
reserved for issuance under the Zoom  Technologies,  Inc. 1991  Directors  Stock
Option 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 No. 333-90930 and File No. 333-42834)
which  registered  an  aggregate  of  198,000  shares  issuable  under the Plan.
Following  the  registration  of  the  additional   252,000  shares  under  this
registration  statement,  a total of 450,000 shares of the  Registrant's  Common
Stock will be registered 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 year  ended
          December  31,  2002 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 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. 1991 Directors Stock Option 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 13,
2003.

                                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 7, 2003
--------------------------    and Chief Executive Officer
Frank B. Manning              (Principal Executive Officer)

  /s/ Robert A. Crist         Principal Financial and             August 7, 2003
--------------------------    Accounting Officer
Robert A. Crist

  /s/ Peter R. Kramer         Director                            August 7, 2003
--------------------------
Peter R. Kramer

  /s/ Bernard Furman          Director                            August 1, 2003
--------------------------
Bernard Furman

  /s/ L. Lamont Gordon        Director                            August 5, 2003
--------------------------
L. Lamont Gordon

  /s/ J. Ronald Woods         Director                            August 1, 2003
--------------------------
J. Ronald Woods
EXHIBIT INDEX

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. 1991 Directors Stock Option 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 13, 2003
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 252,000 shares
of the Company's Common Stock,  $.01 par value (the "Shares") that may be issued
pursuant to options  granted under the  Company's  1991  Directors  Stock Option
Plan, as amended (the "1991 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 1991 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

                       INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Zoom Technologies, Inc.

     We consent to the use of our report  incorporated  by reference herein.

/s/ KPMG LLP

Boston, Massachusetts
August 13, 2003
Exhibit 99.1

                             ZOOM TECHNOLOGIES, INC.
                  1991 DIRECTORS STOCK OPTION PLAN, AS AMENDED
                              THROUGH JUNE 13, 2003

ARTICLE 1 - Purpose

     This 1991 Directors  Stock Option Plan, as amended (the "Plan") is intended
to enable Zoom  Technologies,  Inc.  (the  "Company")  to attract and retain the
services  of  experienced  and  knowledgeable  Directors  for the benefit of the
Company and its  stockholders by providing them with  opportunities  to purchase
stock in the Company pursuant to the exercise of options.

ARTICLE 2 - Administration of the Plan

     The Plan shall be  administered  by the Board of Directors (the "Board") of
the  Company.  The Board may from time to time adopt such rules and  regulations
for carrying out the Plan as it may determine in its sole discretion.  No member
of the Board shall be liable with respect to any action or determination made in
good faith  regarding  the Plan or any option  granted under it. The Board shall
have no discretion with respect to the selection of recipients of grants, or the
timing, pricing or the amount of stock option grants under the Plan.

ARTICLE 3 - Eligible Directors

     Options shall be granted to each Director of the Company in accordance with
Article 5 hereof,  except any Director who is a full-time  employee or full-time
officer of the  Company or its  subsidiaries  shall not be  eligible  to receive
options under the Plan.

ARTICLE 4 - Stock

     The stock subject to the options  granted  hereunder shall be shares of the
Company's  authorized  but  unissued  shares of common stock or shares of common
stock  reacquired by the Company  including  shares purchased in the open market
("Common  Stock").  The maximum  number of shares which are hereby  reserved for
issuance  and may be  issued  pursuant  to  this  Plan is  450,000,  subject  to
adjustment as provided in Article 13. In the event any option  granted under the
Plan shall expire,  terminate or be cancelled for any reason without having been
exercised in full, or shall cease for any reason to be  exercisable  in whole or
in part, the unpurchased shares subject thereto, to the extent the option ceases
to be exercisable, shall again be available under the Plan.

ARTICLE 5 - Grant of Options

     Each eligible director shall automatically be granted an option to purchase
12,000  shares  of  Common  Stock on each  July 10 and  January  10 of each year
beginning on July 10, 2003, at a price per share  determined in accordance  with
Article 6 hereof. No option shall be granted hereunder to a person who ceases to
be a Director prior to the date on which such grant is to be made.

ARTICLE 6 - Price of Options

     The price per share  specified in each option  granted under the Plan shall
be the fair  market  value per share of Common  Stock on the date the  option is
granted.  Fair  market  value  shall  mean the  closing  price per share for the
Company's Common Stock on the Nasdaq National Market on the date of the grant or
if such Common Stock is not listed on the Nasdaq National  Market,  then on such
other stock exchange or market  quotation system where such shares may from time
to time be listed on the date of the grant, subject to any applicable regulatory
rules.

ARTICLE 7 - Duration of Options

     Subject to earlier  termination  as  provided  in  Articles 9 and 10,  each
option shall expire on the last day of the second year from the date of grant of
such option.

ARTICLE 8 - Restrictions on Exercise of Options

     Subject to the  provisions  of Articles 9 through  12, each option  granted
under of Article 5 shall  become  exercisable  six months from the date on which
each such option is granted;  provided that no option shall be exercisable prior
to approval of this Plan by the stockholders of the Company.

ARTICLE 9 - Termination of Serivce as a Director

     If an optionee  ceases to be a Director of the Company for any reason other
than death or  disability  (within  the  meaning  of  Section  105(d) (4) of the
Internal  Revenue Code of 1986, as amended) his options  shall  terminate on the
date one month  following the date of such  cessation  (but not later than their
specified expiration date).

ARTICLE 10 - Disability: Death

     If an  optionee  ceases to be a  Director  as a result of  disability,  his
options  shall  terminate  on the  date  one  year  following  the  date of such
cessation (but not later than their specified expiration date).

     If an  optionee  dies  while a  Director  or during  the one  month  period
referred  to in  Article  9 or the one  year  period  referred  to above in this
Article 10, his options may be exercised to the extent they were  exercisable on
the date of his death,  by his  estate,  or duly  appointed  representative,  or
beneficiary  who  acquires  the  options by will or by the laws of  descent  and
distribution,  and  each  such  option  shall  terminate  on the  date  one year
following  the date of the  optionee's  death (but not later than its  specified
expiration date).

ARTICLE 11 - Assignability

     No option shall be assignable  or  transferable  by the optionee  except by
will or by the laws of descent and distribution,  and during the lifetime of the
optionee each option shall be exercisable only by him.

ARTICLE 12 - Terms and Conditions of Options

     Options shall be evidenced by instruments  (which need not be identical) in
such forms as the Board may from time to time approve.  Such  instruments  shall
conform to the terms and  conditions  set forth in  Articles  6 through  11. The
Company  shall not be obligated to deliver any shares  unless and until,  in the
opinion of the Company's  counsel,  all applicable United States, and state laws
and  regulations  have been  complied  with,  nor, in the event the  outstanding
common stock is at the time listed upon any stock exchange, unless and until the
shares to be delivered have been listed, if necessary, or authorized to be added
to the list upon official notice of issuance, upon such exchange, nor unless and
until all other legal  matters in  connection  with the issuance and delivery of
shares  have been  approved  by the  Company's  counsel.  Without  limiting  the
generality  of the  foregoing,  the Company may require from the  optionee  such
investment  representation or such agreement, if any, as counsel for the Company
may consider  necessary in order to comply with the  Securities Act of 1933. The
Company  shall use its best efforts to effect any such  compliance  and listing,
and the optionee  shall take any action  reasonably  requested by the Company in
such regard.

ARTICLE 13 - Adjustments

     Upon the happening of any of the following  described events, an optionee's
rights  under  options  granted  hereunder  shall  be  adjusted  as  hereinafter
provided:

A.   in the event shares of Common Stock of the Company  shall be  subdivided or
     combined  into a greater or smaller  number of shares or if, upon a merger,
     consolidation,    reorganization,   split-up,   liquidation,   combination,
     recapitalization  or the like of the Company,  the shares of the  Company's
     Common Stock shall be exchanged  for other  securities of the Company or of
     another corporation,  each optionee shall be entitled to purchase,  subject
     to the terms and  conditions  herein stated and to the terms and conditions
     of each individual option,  such number of shares of Common Stock or amount
     of other  securities  of the  Company  or such  other  corporation  as were
     exchangeable  for the number of shares of Common Stock of the Company which
     such optionee would have been entitled to purchase  except for such action,
     and appropriate  adjustments  shall be made in the purchase price per share
     to reflect such subdivision, combination, or exchange; and

B.   in the event the Company shall issue any of its shares as a stock  dividend
     upon or with respect to the shares of stock of the class which shall at the
     time be subject to option hereunder,  each optionee upon exercising such an
     option shall be entitled to receive (for the purchase  price paid upon such
     exercise)  the  shares as to which he is  exercising  his  option  and,  in
     addition  thereto  (at no  additional  cost),  such number of shares of the
     class or classes in which such stock dividend or dividends were declared or
     paid,  and such amount of cash in lieu of  fractional  shares,  as he would
     have  received  if he had been the  holder of the  shares as to which he is
     exercising his option at all times between the date of the granting of such
     option and the date of its exercise.

     Upon the happening of any of the foregoing events,  the class and aggregate
number of shares set forth in Article 4 hereof  which are  reserved for issuance
pursuant to the Plan or are subject to options which have heretofore been or may
hereafter  be granted  under the Plan shall also be  appropriately  adjusted  to
reflect the events specified in paragraphs A and B above

ARTICLE 14 - Exercise of Options

     An optionee shall  exercise an option (or any part or installment  thereof)
by giving  written  notice  to the  Company  at its  principal  office  address,
identifying  the option being  exercised,  specifying the number of shares as to
which such option is being  exercised  and  accompanied  by fully payment of the
option Price therefor either (1) in US dollars, in cash or by certified check or
bank draft,  or (2) in Common Stock of the Company  owned by the  optionee  (and
held at least one year if acquired  pursuant to the exercise of any stock option
granted by the  Company to the  optionee  whether  under the Plan or  otherwise)
having  a fair  market  value  (as  determined  by  the  Board  as of  the  date
immediately  preceding  the  date  on  which  the  option  is  exercised  and in
accordance  with all applicable  laws and all  applicable  rules and policies of
relevant securities  regulatory  authorities) equal to, or a fraction of a share
less than,  such purchase price (and if such shares of Common Stock are equal to
a fraction of a share less than such purchase  price,  then the option shall pay
any balance remaining in cash), or (3) in a combination of such Common Stock (as
described  above)  and  cash,  certified  check or bank  draft.  However  if the
optionee  desires  to tender  Common  Stock in payment of any part of the option
Price as contemplated in (2) or (3) above, the optionee, before giving notice of
exercise  as  aforesaid,  shall  first give  written  notice  (addressed  to the
principal  office of the  Company  specifying  the  number  of shares  which the
optionee wishes to tender) that the optionee  proposes to tender Common Stock in
order to exercise his option.  The Board shall  notify the optionee  whether the
proposed  tender is  acceptable to the Board within ten day of receipt of notice
of the  proposed  tender.  The  acceptance  of any tender of Common  Stock by an
optionee  pursuant to (2) or (3) in payment of the option Price shall be subject
to the absolute  discretion of the Board, who may only accept the tender of such
Common  Stock in  accordance  with,  and  subject  to the  requirements  of, all
applicable  laws and all  applicable  rules and policies of relevant  securities
regulatory authorities.  If the proposed tender is acceptable, the optionee must
then give written notice of the exercise of his option as aforesaid  within five
days of receipt of notice of the Board that the proposed  tender is  acceptable.
If the proposed tender is not acceptable and the optionee,  at that time,  still
desires  to  exercise  this  option,  he may do so by giving  written  notice of
exercise of his option as  aforesaid  and paying the option  Price in cash or by
certified  check or bank draft.  The  acceptance  by the Company of Common Stock
tendered in payment of the option  Price shall be treated as a purchase of those
shares by the Company.

     Unless the Board otherwise  determines,  the holder of an option shall have
no rights as a  shareholder  with respect to the shares  issued upon exercise of
the option  until the date of issuance of the  certificate  for those  shares to
him.  Unless the Board  otherwise  determines,  no  adjustment  will be made for
dividends or similar  rights for which the record date occurs after the exercise
of the option but before the date such  certificates for shares is issued. In no
case may a fraction of a share be purchased or issued under the Plan.

ARTICLE 15 - Termination and Amendments to Plan

     The Plan shall expire on April 30, 2011  (except as to options  outstanding
on that  date).  Options  may be  granted  under  the Plan  prior to the date of
stockholder  approval of the Plan but such options  shall be granted  subject to
such  approval.  The Board may terminate or amend the Plan in any respect at any
time, except that, without the approval of the stockholders (a) the total number
of shares  that may be issued  under the Plan may not be  increased  (except  by
adjustment  pursuant to Article 13); (b) the  provisions of Article 3, regarding
eligibility,  may not be modified;  (c) the provisions of Article 5, relating to
the grants of options,  may not be modified;  (d) the  provisions  of Article 6,
regarding the exercise price at which shares may be offered pursuant to options,
may not be modified  (except by adjustment  pursuant to Article 13); and (e) the
expiration  date  of the  Plan  may  not be  extended.  In no  event  shall  the
provisions of Article 5 be modified more  frequently  than every six months.  No
amendment  shall  have the  effect of  granting  to any  person or  persons  any
discretion  as to the  selection of any person to whom any option may be granted
under the Plan or the determination of the number or maximum number of shares of
stock which may be  allocated  to any  Director or which may be covered by stock
options granted to any Director  pursuant to the Plan. No action of the Board or
stockholders may, without the consent of an optionee,  substantially  impair his
rights under any option previously granted to him.

ARTICLE 16 - Governmental Regulations

     The  Plan  and the  grant  and  exercise  of  options  thereunder,  and the
Company's  obligation to sell and deliver  shares of the Company's  Common Stock
under such  options,  shall be subject to all  applicable  laws  (including  tax
laws), rules and regulations.

                                        A true copy.

                                        By: /s/ Frank B. Manning
                                            Frank B. Manning