In this research an approach to design and implement all-optical delta-sigma modulator (ODSM) has been expanded. The two main blocks of this modulator are “leaky integrator” and “bi-stable switch” designed and implemented by using active element like semiconductor optical amplifier (SOA) and other passive elements like optical filter, isolator and coupler. All experiments are done on optical table and proper results achieved. Thus the new bi-stable switch is designed and implemented by using “inverted bistable switch” and “non-inverted bi-stable switch”. This switch is made by five ring lasers. Right wavelengths have chosen for each ring laser to achieve a novel characteristic called “Proteresis”. All control parameters of this switch was investigated The major impact of this research will be in the area communication system, which need high resolution and fast modulation speed with less noise in their systems.