822708--3/12/2009--ZOOM_TECHNOLOGIES

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{product, market, service}

{interest, director, officer}

{operation, international, foreign}

{condition, economic, financial}

{regulation, government, change}

{property, intellectual, protect}

{stock, price, share}

{acquisition, growth, future}

{cost, regulation, environmental}

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{personnel, key, retain}

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Risks Associated with Potential Share Exchange A significant delay in consummating or a failure to consummate the proposed share exchange with TCB Digital could have a material adverse effect on our stock price and operating results. Restrictions on the conduct of our business prior to the completion of the proposed share exchange with TCB Digital may have a negative impact on our operating results. Risks Associated with Our Business To stay in business we will likely require additional funding, which we may be unable to obtain on favorable terms, if at all. Our auditors have expressed substantial doubt about our ability to continue as a going concern. The market for high-speed communications products and services has many competing technologies and, as a result, the demand for certain of our products and services is declining. We may not be able to maintain our listing on the Nasdaq Capital Market if we are unable to satisfy the minimum bid price requirements. Our reliance on a limited number of customers for a large portion of our revenues could materially harm our business and prospects. Our reliance on a single manufacturer and a single supplier of a critical component for a substantial percentage of our products could have an adverse effect on our business. Fluctuations in the foreign currency exchange rates in relation to the U.S. dollar could have a material adverse effect on our operating results. The recent financial crisis and current uncertainty in global economic conditions could negatively affect our business, results of operations, and financial condition. Capacity constraints in our Mexican operations could reduce our sales and revenues and hurt customer relationships. Our reliance on a business processing outsourcing partner to conduct our operations in Mexico could materially harm our business and prospects. Our net sales, operating results and liquidity have been and may in the future be adversely affected because of the decline in the retail market for dial-up modems. Less advantageous terms of sale of our products could harm our business. We believe that our future success will depend in large part on our ability to more successfully penetrate the broadband modem markets, which have been challenging markets, with significant barriers to entry. If we fail to meet changing customer requirements and emerging industry standards, there would be an adverse impact on our ability to sell our products and services. Our international operations are subject to a number of risks that could harm our business. We may be subject to product returns resulting from defects or from overstocking of our products. Product returns could result in the failure to attain market acceptance of our products, which would harm our business. If we fail to effectively manage our inventory levels, there could be a material and adverse affect on our liquidity and our business. We may be unable to produce sufficient quantities of our products because we depend on third party manufacturers. If these third party manufacturers fail to produce quality products in a timely manner, our ability to fulfill our customer orders would be adversely impacted. We may be unable to produce sufficient quantities of our products because we obtain key components from, and depend on, sole or limited source suppliers. We face significant competition, which could result in decreased demand for our products or services. New environmental regulations may increase our manufacturing costs and harm our business. Changes in current or future laws or governmental regulations and industry standards that negatively impact our products, services and technologies could harm our business. Regulation of VoIP services is developing and is therefore uncertain. Future regulation of VoIP services could increase our costs and restrict the growth of our VoIP business. Our future success will depend on the continued services of our executive officers and key product development personnel. We may have difficulty protecting our intellectual property. We could infringe the intellectual property rights of others.

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822708--3/12/2009--ZOOM_TECHNOLOGIES_INC