Order Approving Stipulation for Settlement of Claim, dated November 3, 2011

SOCIUS CG II, LTD., a Bermuda
exempted company,

Plaintiff,

v.

ZOOM TECHNOLOGIES, INC.,
a Delaware corporation,

Defendant.

THIS CAUSE came before the Court for hearing on November 3, 2011, on the Joint Expedited Motion for Order Approving Stipulation for Settlement of Claim (the "Motion") filed by Plaintiff, Socius CG II, Ltd. ("Socius"), and Defendant, Zoom Technologies, Inc. ("Zoom"). The Court, having reviewed the Motion and other pertinent portions of the record, noting the Stipulation for Settlement of Claim reflecting the agreement of the parties (the "Stipulation"), having heard argument of counsel, and being otherwise duly advised in the premises, it is hereby

ORDERED AND ADJUDGED that the Motion is GRANTED as follows:

1. The Court approves the Stipulation and finds that terms and conditions of the issuance to Socius of 2,200,000 shares of common stock of Zoom ("Common Stock") in exchange for the settlement of Socius's claim against Zoom in the amount of $2,500,000 are fair, reasonable and adequate.

CASE NO. 11-36110 CA31    

2. Accordingly, the Common Stock shall constitute exempted securities under Section 3(a)(10) of the Securities Act of 1933.
3. The parties shall fully comply with all terms and conditions of the Stipulation, which are incorporated herein by this reference.
4. This action is therefore DISMISSED WITH PREJUDICE. The Court retains jurisdiction for purposes of enforcing the Stipulation.

DONE AND ORDERED in Chambers at Miami, Miami-Dade County, Florida, this 3rd day of November, 2011.

Copies furnished to:
Mark A. Salky, Esq.
Adrienne Ward, Esq.
Scott J. Weiselberg, Esq.

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