Voting Trust

Exhibit 10.17


HOLMES PRODUCTS CORP.


Voting Trust Agreement


AGREEMENT made this 23rd day of April 1998, by and between each purchaser of common stock of Holmes Products Corp. who executes a counterpart signature page hereto (each a "Participant") and Jordan A. Kahn, as voting trustee (the "Voting Trustee").


WHEREAS, each Participant owns the shares of common stock, $.001 par value, of Holmes Products Corp., a Massachusetts corporation (the "Company") set forth on such Participant's counterpart signature page hereto (the "Shares"); and


WHEREAS, the Participant and the Voting Trustee desire to make certain provisions with respect to the voting of the Shares.


NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


1. Transfer to Voting Trustees. Each Participant hereby deposits and transfers all of his or her Shares to the Voting Trustee, subject to the terms and conditions of this Agreement.


2. Voting Trust Certificate. The Voting Trustee will deliver to each Participant a voting trust certificate, representing such Participant's beneficial interest in the Shares. Subject to the terms of (i) any Stock Purchase or Stock Option Agreement between the Company and any Participant and (ii) the Employee Stockholders' Agreement dated as of the date hereof (the "Employee Stockholders' Agreement"), as amended, each Participant may transfer such Participant's voting trust certificate by giving appropriate instructions to the Voting Trustee, who shall issue new voting trust certificates and who shall maintain a voting trust certificate record book. The Voting Trustee shall be entitled to rely for all purposes of this Agreement upon instructions given by persons who are registered holders of voting trust certificates. Each transferee of a voting trust certificate shall be conclusively deemed to ...