ZOOM TECHNOLOGIES INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex10_13.txt
<TEXT>
                                  EXHIBIT 10.13

                 ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTEREST

     ASSIGNMENT AND  ASSUMPTION OF MEMBERSHIP  INTEREST dated as of December 31,
2002 (this "Assignment") made by and among Zoom Telephonics, Inc. (together with
its  successors and assigns,  the  "Assignor") to each of Bruce M. Kramer Living
Trust, Peter Kramer,  Jewel Family Limited  Partnership and Frank Manning (each,
an "Assignee" and,  collectively,  the "Assignees").  Capitalized terms used but
not  defined  herein  shall have the  meanings  ascribed  them in the  Operating
Agreement of Zoom Group, LLC (the "Company") , a Massachusetts limited liability
company,  dated as of March  29,  2002  (such  agreement,  as it may be  amended
supplemented or otherwise modified from time to time, the "Agreement").

                                    RECITALS

     (1) The  Assignor  is the owner of twenty  (20)  Units (as  defined  in the
Agreement)  of the Company  representing  its entire  membership  interest  (the
"Membership Interest") in the Company, as evidenced by the Agreement.  Under the
Agreement,  the  Assignor has certain  rights,  title and interest in and to the
Company and the property and assets of the Company.

     (2) Pursuant to Section 9.07 of the  Agreement,  the Assignor has the right
to sell to the  Assignees,  and the  Assignees  shall be  obligated  to buy, its
entire Membership Interest in the Company (the "Zoom Option"),  at the aggregate
price as determined in accordance with Section 9.07.

     (3) The Assignor has elected to exercise the Zoom Option in accordance with
the terms of the  Agreement and the parties have  determined  that the aggregate
purchase  price to be paid by the  Assignees  to the  Assignor is $482,446  (the
"Purchase Price") of which  $472,857.00 is to be paid by the Assignees,  and $9,
589.00  (representing  the deposit  interest) is to be paid by the Company,  and
other good and valuable  consideration.  The portion of the Purchase Price to be
paid by each Assignee,  and the portion of the Membership  Interest purchased by
such Assignee,  is as set forth in Schedule A attached hereto.  The Assignor and
the Assignees  shall execute and deliver this  Assignment  pursuant to the terms
and  conditions  set forth  therein,  and such other  documents,  agreements and
instruments necessary to effect the transactions contemplated hereby.

     NOW THEREFORE, in consideration of the premises and of the mutual covenants
and agreements contained herein, the parties hereto agree as follows:

     Section 1. Assignment and Acceptance of Assigned Membership Interest. As of
the  Effective  Date (as  defined in  Section  9), the  Assignor  hereby  sells,
transfers, conveys and assigns (collectively, the "Assignment") to the Assignees
100% of the  Assignor's  right,  title  and  interest  in and to the  Membership
Interest and of its rights under the Agreement,  including,  without limitation,
all its (a) rights to receive  moneys due and to become due under or pursuant to
the  Agreement,  (b) rights to receive  proceeds  of any  insurance,  indemnity,
warranty  or  guaranty  with  respect to the  Agreement,  (c) claims for damages
arising out of or for breach of or default under the  Agreement,  and (d) rights
to perform  thereunder  and to compel  performance,  and otherwise  exercise all
rights and remedies thereunder.  The Assignor's right, title and interest in the
Membership  Interest and of the  Assignor's  rights under the Agreement that are
being  assigned to the  Assignees  pursuant to this  Agreement  are  hereinafter
referred to as the  "Assigned  Membership  Interest".  Each  Assignee,  upon the
execution of this  Assignment,  hereby  accepts from the Assignor the portion of
the  Assigned  Membership  Interest  being  hereby  assigned to it and agrees to
become a successor  member of the Company in the place and stead of the Assignor
to the extent of the Assigned Membership Interest,  to be bound by the terms and
provisions  of the  Agreement  and to assume all  duties,  responsibilities  and
obligations  of the  Assignor as a member of the Company now existing or arising
on or after the Effective  Date.  Each  Assignee  assumes and agrees to hold the
Assignor  harmless  from and  against all  obligations  and  liabilities  of the
Assignor arising with respect to the Assigned  Membership  Interest being hereby
assigned  hereunder,  including  without  limitation and obligations of Assignor
with respect to any loan agreements (including without limitation any guarantees
thereof)  entered  into by and for the benefit of the Company or with respect to
the Company's property.  The Assignor and each Assignee intend for each Assignee
to increase its respective existing membership interest in the Company.

     Section 2.  Capital  Account.  On the  Effective  Date,  the portion of all
profits and losses,  and all other items of income,  gain,  loss,  deduction  or
credit,  allocable to the portion of the Assigned  Membership  Interest assigned
hereby to each  Assignee  shall be credited  or charged,  as the case may be, to
such  Assignee  and  such  Assignee  shall be  entitled  to the  portion  of all
distributions,  payments or other allocations  payable in respect of its portion
of  the  Assigned  Membership  Interest,   regardless  of  the  source  of  such
distributions,  payments  or other  allocations  or the date on which  they were
earned.

     Section 3.  Representations and Warranties.  (a) The Assignor represents to
the Assignee, as of the Effective Date, that:

          (i)  This  Assignment  has been duly  executed  and  delivered  by the
               Assignor and is a valid and binding  obligation  of the Assignor,
               enforceable in accordance with its terms; and

          (ii) The  Assignor  is  the  sole  owner  of the  Assigned  Membership
               Interest  free and clear of any liens,  and each  Assignee,  upon
               consummation  of the  Assignment  hereunder,  shall  acquire good
               title to its portion of the Assigned Membership Interest.

     (b) Each Assignee  represents to the  Assignor,  as of the Effective  Date,
that:

          (i)  This  Assignment  has been duly  executed  and  delivered  by the
               Assignees and is a valid and binding obligation of the Assignees,
               enforceable in accordance with its terms; and

          (ii) The Assignee is acquiring its portion of the Assigned  Membership
               Interest for its own account for  investment  and not with a view
               to the distribution or resale thereof.

     Section 4. Filings.  On or as soon as practicable after the Effective Date,
each  Assignee  shall file and record or cause to be filed and recorded with all
proper offices or agencies all documents and instruments  required to effect the
terms herein, if any, including, without limitation, this Assignment.

     Section 5. Future  Assurances.  The  Assignor  and each  Assignee  mutually
agrees to  cooperate at all times from and after the date hereof with respect to
any of the matters  described  herein,  and to execute such further  agreements,
deeds, bills of sale, assignments, releases, assumptions, notifications or other
documents as may be  reasonably  requested  for the purpose of giving effect to,
evidencing  or  giving  notice of the  assignment  evidenced  hereby,  including
without limitation,  an amendment or restatement of the Agreement, as determined
by the Company, to reflect the transactions contemplated hereby. The Company and
the  Assignees  agree to use good faith  efforts to obtain  confirmation  of the
release of the Assignor of any  obligation  of Assignor with respect to any loan
with respect to the property or its condition.

     Section 6. Successors and Assigns.  This Assignment  shall be binding upon,
and shall  inure to the  benefit  of, the  parties  hereto and their  respective
successors and assigns.

     Section 7. Modification and Waiver. No supplement,  modification, waiver or
termination of this Assignment or any provisions  hereof shall be binding unless
executed in writing by all parties hereto.

     Section 8. Counterparts.  Any number of counterparts of this Assignment may
be executed.  Each counterpart will be deemed to be. an original  instrument and
all  counterparts  taken together will constitute one agreement.  Delivery of an
executed  counterpart of a signature page to this  Assignment by facsimile shall
be  as  effective  as  delivery  of a  manually  executed  counterpart  of  this
Assignment.

     Section 9. Effective  Date.  This  Assignment will be binding and effective
and will result in the  assignment  of the Assigned  Membership  Interest on the
date first written above (the "Effective Date").

     Section 10.  Governing Law. This Assignment will be governed by the laws of
the Commonwealth of Massachusetts.

     Section 11. Lease Recovery.  The Company and Zoom Telephonics,  Inc. hereby
agree that Zoom Telephonics will get 10% of the net proceeds,  if any,  received
by the  Company  from Boston  Corporate  Art from now through the closing of all
financial matters relating to Boston Corporate Art's lease at 27 Drydock.  It is
understood  that the Company  currently  has a Boston  Corporate  Art deposit of
approximately $44,000, and that this amount may go down from, for instance legal
bills  associated  with Boston  Corporate Art; and may go up from, for instance,
payments by Boston  Corporate  Art to the Company or proceeds of any  litigation
relating to Boston Corporate Art. Zoom Telephonics  understands that in no event
will it be asked to contribute funds to the Company relative to Boston Corporate
Art. .

<PAGE>


          IN WITNESS WHEREOF, the parties hereto have caused this Assignment to
be executed and delivered as of the date first above set forth.


                                            Assignor

                                            ZOOM TELEPHONICS, INC.



                                            By: /s/ ROBERT A. CRIST
                                                --------------------------------
                                            Name:  ROBERT A. CRIST
                                            Title: VP FINANCE & CFO



                                            Assignees

                                            BRUCE M. KRAMER LIVING TRUST


                                            By: /s/ BRUCE M. KRAMER
                                                --------------------------------
                                            Name:  BRUCE M. KRAMER
                                            Title: TRUSTEE


                                            JEWEL FAMILY LIMITED PARTNERSHIP


                                            By: /s/ JEFF WALLACE
                                                --------------------------------

                                                /s/ FRANK MANNING
                                                --------------------------------
                                                Frank Manning

                                                /s/ PETER KRAMER
                                                --------------------------------
                                                Peter Kramer


<PAGE>


                                     CONSENT


          The Board of Managers of ZOOM GROUP, LLC hereby consents to the
execution and delivery by the Assignor of the foregoing Assignment and
Assumption of Membership Interest and to any transfer of the Assigned Membership
Interest pursuant to the terms therein and in accordance with the terms of the
Agreement (as defined therein).


                                                /s/ PETER KRAMER
                                                --------------------------------
                                                Peter Kramer, Manager

                                                /s/ JEFF WALLACE
                                                --------------------------------
                                                Jeff Wallace, Manager

<PAGE>
<TABLE>
<CAPTION>
                                                         SCHEDULE A
--------------------------- ----------------------- ------------------- ---------------------- -----------------------
<S>                           <C>                     <C>               <C>                      <C>

           Name               Units/Percentage        Purchase Price         Portion of          Units/Percentage
           ----               -----------------       --------------         -----------         ----------------
                              Interest prior to                         Membership Interest       Interest after
                              ------------------                        --------------------      --------------
                                  Assignment                                 Purchased               Assignment
--------------------------- ----------------------- ------------------- ---------------------- -----------------------
Bruce M. Kramer Living
Trust                            20 Units/20%           $118,214.25            5.0 Units            25.0 Units/25%
--------------------------- ----------------------- ------------------- ---------------------- -----------------------
Peter Kramer                     20 Units/20%           $118,214.25            5.0 Units            25.0 Units/25%
--------------------------- ----------------------- ------------------- ---------------------- -----------------------
Jewel Family Limited
Partnership                      20 Units/20%           $178,805.67            7.5 Units            27.5 Units/27.5%
--------------------------- ----------------------- ------------------- ---------------------- -----------------------
Zoom Telephonics, Inc.           20 Units/20%               N/A                  N/A                 0.0 Units/0%
--------------------------- ----------------------- ------------------- ---------------------- -----------------------
Frank Manning                    20 Units/20%           $ 57,622.83            2.5 Units            22.5 Units/22.5%
--------------------------- ----------------------- ------------------- ---------------------- -----------------------
Total:                          100 Units/100%          $472,857.00           20.0 Units           100.0 Units/100%
--------------------------- ----------------------- ------------------- ---------------------- -----------------------
</TABLE>

</TEXT>
</DOCUMENT>
