Voting Trust Agreement Dated 4/16/96

EXHIBIT 10.30


HAYES MICROCOMPUTER PRODUCTS, INC.
VOTING TRUST AGREEMENT


THIS VOTING TRUST AGREEMENT (the "Voting Trust") is made and entered into this 16th day of April, 1996, by and among DENNIS C. HAYES, an individual resident of Georgia ("Dennis C. Hayes"), HAYES MICROCOMPUTER PRODUCTS, INC., a Georgia corporation (the "Corporation"), and G. DONALD JOHNSON, as Trustee herein (hereinafter, along with any successors, referred to as "Trustee").


W I T N E S S E T H :


WHEREAS, Dennis C. Hayes owns voting stock in the Corporation; and


WHEREAS, pursuant to the terms of that certain Shareholders' Agreement dated April 16, 1996, by and between the Corporation, Dennis C. Hayes, Rinzai Limited, ("Rinzai"), Kaifa Technology (H.K.) Limited, Rolling Profit Holdings Limited, Saliendra Pte. Ltd., Lao Hotel (H.K.) Limited, and S.P. Quek Investments Pte Ltd., (as amended from time to time in accordance with the terms thereof, the "Shareholders' Agreement,"), and the parties have agreed that 494,322 shares of the Corporation's stock owned by Dennis C. Hayes shall be held in a nonvoting trust on the terms and conditions herein set forth; and


WHEREAS, capitalized terms herein shall have the same meaning as defined in the Shareholders' Agreement unless specified otherwise.


NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, the sum of Ten Dollars ($10.00) in hand paid, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:


1. TRANSFER OF SHARES BY DENNIS C. HAYES. Upon the execution of this Voting
Trust, Dennis C. Hayes shall transfer and deposit with the Trustee 494,322
shares of the Common Stock, which constitutes ten percent (10%) of the total
number of shares of Common Stock "owned or controlled" (as such terms are
defined in the Shareholders' Agreement) by him on the date hereof, by
delivering to the Trustee the certificates for such stock, duly endorsed in
blank or accompanied by proper instruments of assignment and transfer thereof
duly executed in blank, said shares to be held by the Voting Trust. All
shares of the Common Stock so transferred to the Trustee shall be registered
on the books and records of the Corporation as follows: "G. Donald Johnson as
Trustee of the HAYES MICROCOMPUTER PRODUCTS, INC. VOTING TRUST under
agreement


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dated April 16, 1996." If G. Donald Johnson or any subsequent Trustee
ceases serving as Trustee herein, the shares of Common Stock held
herein shall be so registered in the name of the applicable successor
Trustee on behalf of the Voting Trust.


2. VOTING TRUST CERTIFICATES. Upon the receipt by the Trustee of the
certificates evidencing Dennis C. Hayes' Common Stock, the Trustee
shall issue to Dennis C. Hayes a certificate evidencing his interest in
the Voting Trust, said certificate to be in substantially the form set
forth on Exhibit "A" attached hereto and by this reference incorporated
herein (hereinafter referred to as the "Trust Certificate").


3. VOTING BY TRUSTEE. During the term of this Voting Trust, all shares
of Common Stock or any other interest in the Corporation with voting
rights held in the Voting Trust (such Common Stock or other interests
shall be referred to as the "Voting Interests") shall confer upon the
Trustee the full and complete right to vote on all applicable matters
of the Corporation for which such Voting Interests are entitled to
vote; however, the Trustee shall not vote the Voting Interests and
shall only abstain from voting on all such matters. Furthermore, the
Trustee shall not grant a proxy to anyone for such vote during the term
of this Voting Trust. It is expressly understood and agreed that no
voting right shall pass to any person or entity other than the Trustee
by or under the Trust Certificates or by or under this Voting Trust, or
by or under any other agreement, express or implied, until the
termination of the Voting Trust with respect to any Trust Property as
defined below in Section 4.


4. OTHER SHAREHOLDER ACTION. Subject to the restriction on exercising
any and all rights to vote associated with any of the property held in
the Voting Trust (all such property held in the Voting Trust herein
shall be referred to as the "Trust Property"), the Trustee shall be
entitled to all of the rights and privileges conferred upon an owner
of the Trust Property ("Nonvoting Rights"). With respect to the
Nonvoting Rights, the Trustee shall act or fail to act with respect to
the specific Trust Property which was contributed by, issued or
delivered on behalf of the respective holders of the Trust
Certificates, in accordance with the written instructions by such
holder (or his/its successors or permitted assigns) to the Trustee.
However, the Trustee shall not be required to act or fail to act with
respect to the Nonvoting Rights which the Trustee reasonably believes
will expose the Trustee to damages, claims, investigations, charges
(civil or criminal), costs or will otherwise result in any harm to the
Trustee. In the event the Trustee acts in accordance with such
instructions, then the holder of the Trust Certificate that provided
such instructions shall indemnify and hold the Trustee harmless against
damages, losses and costs of any kind (including costs of investigation
and attorneys fees) from any such action or omission by the Trustee. In
the event the Trustee shall not receive such written instructions with
respect to the exercise or failure to exercise Nonvoting Rights, the
Trustee may act or not act with respect to the Nonvoting Rights and
with respect to all other duties of the Trustee not specifically
addressed hereunder, in accordance with the exercise of the Trustee's
reasonable judgment. However, the Trustee shall assume no


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