EXHIBIT 4.11


         The  security  represented  hereby  has not been  registered  under the
Securities Act of 1933 or applicable  state securities laws and may not be sold,
assigned or  transferred  without an effective  registration  statement for such
security under the Securities Act of 1933 or applicable  state  securities laws,
unless the Company has received the written  opinion of counsel  satisfactory to
the Company that such counsel is of the opinion  that such sale,  assignment  or
transfer does not involve a transaction requiring  registration of such security
under the Securities Act of 1933 or applicable state securities laws.




Warrant No.:  W99/5                                   Right to Purchase 25,000
                                                      Shares of Common Stock of
June 4, 1999                                          FOCUS Enhancements, Inc.



VOID UNLESS EXERCISED BEFORE 5:00 P.M., EASTERN STANDARD TIME ON JUNE 4, 2004.

                            FOCUS Enhancements, Inc.

                          Common Stock Purchase Warrant


         FOCUS  Enhancements,  Inc.,  a Delaware  corporation  (the  "Company"),
hereby certifies that, for value received,  Union Atlantic, L.C., or assigns, is
entitled,  subject to the terms set forth below,  to purchase  from the Company,
commencing  June 4,  1999,  at any time or from time to time  before  5:00 p.m.,
Eastern  Daylight  Time,  on or  before  June 4,  2004,  25,000  fully  paid and
nonassessable  shares of Common  Stock,  $.01 par value,  of the Company,  at an
exercise  price per share equal to $1.478125.  Such exercise  price per share as
adjusted  from  time to time as herein  provided  is  referred  to herein as the
"Exercise  Price." The number and  character  of such shares of Common Stock and
the Exercise Price are subject to adjustment as provided herein.

         As used  herein,  the  following  terms,  unless the context  otherwise
requires, have the following respective meanings:

         (a) The term  "Company"  shall  include  FOCUS  Enhancements,  Inc.,  a
         Delaware corporation, and any corporation which shall succeed or assume
         the obligations of the Company hereunder.

         (b) The term "Common  Stock"  includes (a) the Company's  Common Stock,
         $.01 par value per share, as authorized, (b) any other capital stock of
         any class or classes (however designated) of the Company, authorized on
         or after such date, the holders of which shall have


<PAGE>

         the right, without limitation as to amount, either to all or to a share
         of the balance of current dividends and liquidating dividends after the
         payment  of  dividends  and  distributions  on any shares  entitled  to
         preference,  and the holders of which shall ordinarily,  in the absence
         of contingencies, be entitled to vote for the election of a majority of
         directors  of the  Company  (even  though the right so to vote has been
         suspended  by the  happening  of such a  contingency),  (c)  any  other
         securities  into which or for which any of the securities  described in
         (a)  or  (b)  may be  converted  or  exchanged  pursuant  to a plan  of
         recapitalization,  reorganization, merger, sale of assets or otherwise,
         or the  conversion  of  promissory  notes or other  obligations  of the
         Company.

         (c) The term "Other  Securities" refers to any stock (other than Common
         Stock)  and  other  securities  of  the  Company  or any  other  person
         (corporate or  otherwise)  which the holder of this Warrant at any time
         shall be entitled to receive,  or shall have received,  on the exercise
         of the Warrant,  in lieu of or in addition to Common Stock, or which at
         any time shall be issuable or shall have been issued in exchange for or
         in  replacement  of Other  Securities  pursuant  to  Sections 3 or 4 or
         otherwise.

         1.       Exercise of Warrant.

                  1.1. Full  Exercise.  This Warrant may be exercised in full by
the holder hereof by surrender of this Warrant, with the form of subscription at
the end hereof duly  executed by such  holder,  to the Company at its  principal
office,  accompanied by payment,  in cash or by certified or official bank check
payable to the order of the Company,  in the amount  obtained by multiplying the
number of shares of Common Stock for which this Warrant is then  exercisable  by
the Exercise Price then in effect.

                  1.2 Partial Exercise. This Warrant may be exercised in part by
surrender of this Warrant in the manner and at the place provided in Section 1.1
except that the amount  payable by the holder on such partial  exercise shall be
the amount  obtained  by  multiplying  (a) the number of shares of Common  Stock
designated  by the  holder  in the  subscription  at the end  hereof  by (b) the
Exercise Price then in effect. On any such partial exercise,  the Company at its
expense  will  forthwith  issue and  deliver  to or upon the order of the holder
hereof a new Warrant or Warrants of like tenor, in the name of the holder hereof
or as such holder (upon payment by such holder of any applicable transfer taxes)
may  request,  calling in the  aggregate  on the face or faces  thereof  for the
number of shares of Common Stock for which such Warrant or Warrants may still be
exercised.

         2. Delivery of Stock  Certificates on Exercise.  As soon as practicable
after the exercise of this  Warrant in full or in part,  and in any event within
sixty (60) days thereafter, the Company at its expense (including the payment by
it of any  applicable  issue  taxes)  will cause to be issued in the name of and
delivered to the holder  hereof,  or as such holder (upon payment by such holder
of any applicable  transfer taxes) may direct, a certificate or certificates for
the  number of fully  paid and  nonassessable  shares of Common  Stock (or Other
Securities)  to which such holder shall be entitled on such  exercise,  plus, in
lieu of any fractional  share to which such holder would  otherwise be

                                       2
<PAGE>

entitled,  cash equal to such  fraction  multiplied  by the then current  market
value of one full share,  together with any other stock or other  securities and
property  (including  cash,  where  applicable) to which such holder is entitled
upon such exercise pursuant to Section 1 or otherwise.

         3.       Adjustment for Reorganization, Consolidation or Merger.

                  3.1  Reorganization,  Consolidation or Merger.  In case at any
time or from time to time,  the Company shall (a) effect a  reorganization,  (b)
consolidate  with or merge into any other person or entity,  or (c) transfer all
or  substantially  all of its properties or assets to any other person under any
plan or arrangement  contemplating the dissolution of the Company, then, in each
such case,  the holder of the  Warrant,  on the  exercise  hereof as provided in
Section  1  at  any  time  after  the   consummation  of  such   reorganization,
consolidation or merger or the effective date of such  dissolution,  as the case
may be,  shall  receive,  in lieu of the  Common  Stock  (or  Other  Securities)
issuable on such exercise prior to such consummation or such effective date, the
stock and other  securities and property  (including  cash) to which such holder
would have been  entitled  upon such  consummation  or in  connection  with such
dissolution,  as the case may be, if such holder had so exercised  this Warrant,
immediately  prior  thereto,  all subject to further  adjustment  thereafter  as
provided in Sections 4 and 5.

                  3.2   Continuation   of   Terms.   Upon  any   reorganization,
consolidation,  merger or transfer (and any dissolution  following any transfer)
referred to in this  Section 3, this  Warrant  shall  continue in full force and
effect and the terms hereof shall be applicable to the shares of stock and Other
Securities  and property  receivable  on the  exercise of the Warrant  after the
consummation of such  reorganization,  consolidation  or merger or the effective
date of dissolution  following any such transfer,  as the case may be, and shall
be binding upon the issuer of any such stock or other securities,  including, in
the case of any such transfer,  the person acquiring all or substantially all of
the  properties or assets of the Company,  whether or not such person shall have
expressly assumed the terms of this Warrant.

         4. Adjustments for Stock Dividends and Stock Splits.  In the event that
the Company shall (i) issue  additional  shares of Common Stock as a dividend or
other  distribution on outstanding  Common Stock, (ii) subdivide its outstanding
shares of Common Stock,  or (iii) combine its  outstanding  shares of the Common
Stock into a smaller  number of shares of the Common  Stock,  then, in each such
event,  the Exercise  Price  shall,  simultaneously  with the  happening of such
event,  be adjusted  by  multiplying  the then  prevailing  Exercise  Price by a
fraction,  the  numerator of which shall be the number of shares of Common Stock
outstanding  immediately prior to such event (calculated assuming the conversion
or exchange of all outstanding shares of convertible or exchangeable  securities
of the Company which are convertible or exchangeable  into, or exercisable  for,
shares of Common  Stock)  and the  denominator  of which  shall be the number of
shares of Common  Stock  outstanding  immediately  after such event  (calculated
assuming the conversion or exchange of all outstanding  shares of convertible or
exchangeable  securities of the Company which are  convertible  or  exchangeable
into, or exercisable  for, shares of Common Stock),  and the product so obtained
shall thereafter be the Exercise Price then in effect. The Exercise Price, as so
adjusted,

                                       3
<PAGE>

shall be  readjusted  in the same manner upon the  happening  of any  successive
event or events  described  herein in this Section 4. The holder of this Warrant
shall  thereafter,  on the exercise hereof as provided in Section 1, be entitled
to receive that number of shares of Common Stock  determined by multiplying  the
number of shares of Common Stock which would  otherwise  (but for the provisions
of this Section 4) be issuable on such exercise,  by a fraction of which (i) the
numerator is the Exercise Price which would otherwise (but for the provisions of
this Section 4) be in effect,  and (ii) the denominator is the Exercise Price in
effect on the date of such exercise.

         5.   Adjustment   for   Dividends   in  Other   Stock,   Property   and
Reclassifications.  In case at any time or from  time to time,  the  holders  of
Common  Stock (or Other  Securities)  shall have  received,  or (on or after the
record date fixed for the  determination  of  stockholders  eligible to receive)
shall have become entitled to receive, without payment therefor,

         (a) other or additional  stock or other  securities or property  (other
         than cash) by way of dividend, or

         (b)  other  or  additional   stock  or  other  securities  or  property
         (including  cash)  by  way  of  spin-off,  split-up,  reclassification,
         recapitalization,   combination   of   shares  or   similar   corporate
         rearrangement,

other than additional shares of Common Stock (or Other  Securities)  issued as a
stock dividend or in a stock-split (adjustments in respect of which, in the case
of Common Stock,  are provided for in Section 4), then and in each such case the
holder of this Warrant,  on the exercise  hereof as provided in Section 1, shall
be  entitled  to  receive  the  amount  of other or  additional  stock and other
securities and property  (including cash in the cases referred to in subdivision
(b) of this Section 5) which such holder would hold on the date of such exercise
if on the  date of  distribution  of such  other  or  additional  stock or other
securities  and  property,  or on the  record  date  fixed for  determining  the
shareholders  entitled  to  receive  such  other  or  additional  stock or other
securities and property, such holder had been the holder of record of the number
of  shares  of  Common  Stock  called  for on the face of this  Warrant  and had
thereafter, during the period from the date thereof to and including the date of
such exercise,  retained such shares and all such other or additional  stock and
other  securities  and  property  (including  cash in the cases  referred  to in
subdivision (b) of this Section 5) receivable by such holder as aforesaid during
such period,  giving effect to all adjustments  called for during such period by
Sections 3 and 4.

         6.       Notices of Record Date.  In the event of

         (a) any taking by the  Company of a record of the  holders of any class
         or securities  for the purpose of determining  the holders  thereof who
         are  entitled to receive any  dividend  or other  distribution,  or any
         right to subscribe  for,  purchase or  otherwise  acquire any shares of
         stock of any class or any other  securities or property,  or to receive
         any other right, or

                                       4
<PAGE>

         (b) any capital  reorganization of the Company, any reclassification or
         recapitalization of the capital stock of the Company or any transfer of
         all or substantially  all the assets of the Company to or consolidation
         or merger of the Company with or into any other person, or

         (c) any voluntary or involuntary dissolution, liquidation or winding-up
         of the Company,

then and in each such event the  Company  will mail or cause to be mailed to the
holder of this Warrant a notice specifying (i) the date on which any such record
is to be taken for the  purpose of such  dividend,  distribution  or right,  and
stating the amount and character of such dividend,  distribution  or right,  and
(ii)   the   date  on   which   any   such   reorganization,   reclassification,
recapitalization,  transfer, consolidation,  merger, dissolution, liquidation or
winding-up is to take place,  and the time,  if any is to be fixed,  as of which
the holders of record of Common Stock (or Other Securities) shall be entitled to
exchange  their shares of Common Stock (or Other  Securities)  for securities or
other   property   deliverable   on   such   reorganization,   reclassification,
recapitalization,  transfer, consolidation,  merger, dissolution, liquidation or
winding-up.  Such notice  shall be mailed at least twenty (20) days prior to the
date specified in such notice on which any such action is to be taken.

         7.  Reservation of Stock  Issuable on Exercise on Warrant.  The Company
will at all times reserve and keep  available,  solely for issuance and delivery
on the exercise of the Warrant, all shares of Common Stock (or Other Securities)
from time to time issuable on the exercise of the Warrant;  the shares of Common
Stock  which the holder of this  Warrant  shall  receive  upon  exercise  of the
Warrant will be duly authorized, validly issued, fully paid and non-assessable.

         8.  Exchange of Warrant.  On surrender  for  exchange of this  Warrant,
properly  endorsed,  to the  Company,  the Company at its expense will issue and
deliver to or on the order of the holder  thereof a new  Warrant or  Warrants of
like  tenor,  in the name of such  holder or as such  holder (on payment by such
holder of any applicable transfer taxes) may direct, calling in the aggregate on
the face or faces thereof for the number of shares of Common Stock called for on
the face or faces of the Warrant or Warrants so surrendered.

         9.   Replacement  of  Warrant.   On  receipt  of  evidence   reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant  and, in the case of any such loss,  theft or  destruction  of this
Warrant,   on  delivery  of  an  indemnity   agreement  or  security  reasonably
satisfactory  in form and  amount  to the  Company  or,  in the case of any such
mutilation,  on surrender and  cancellation of such Warrant,  the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

         10.  Warrantholder  Not Deemed  Stockholder;  Restrictions on Transfer.
This Warrant is issued upon the following  terms, to all of which each holder or
owner hereof by the taking hereof consents and agrees:

                                       5
<PAGE>

         (a) No holder of this Warrant  shall,  as such, be deemed the holder of
         Common  Stock that may at any time be  issuable  upon  exercise of this
         Warrant for any purpose whatsoever, nor shall anything contained herein
         be construed to confer upon such holder,  as such, any of the rights of
         a stockholder of the Company until such holder shall have exercised the
         Warrant and been issued shares of Common Stock in  accordance  with the
         provisions hereof.

         (b)  Neither  this  Warrant  nor any shares of Common  Stock  purchased
         pursuant to this Warrant shall be registered  under the  Securities Act
         of 1933 (the  "Securities  Act") and applicable  state securities laws.
         Therefore,  the Company may  require,  as a condition  of allowing  the
         transfer or exchange of this Warrant or such shares, that the holder or
         transferee of this Warrant or such shares,  as the case may be, furnish
         to the Company an opinion of counsel  acceptable  to the Company to the
         effect that such transfer or exchange may be made without  registration
         under the  Securities  Act and applicable  state  securities  laws. The
         certificates  evidencing  the  shares  of  Common  Stock  issued on the
         exercise  of the  Warrant  shall bear a legend to the  effect  that the
         shares  evidenced by such  certificates  have not been registered under
         the Securities Act and applicable state securities laws.

         (c) This Warrant is not transferable or assignable to any party without
         the prior  written  consent  of the  Company  and an opinion of counsel
         satisfactory  to the Company that such  transfer is  permissible  under
         applicable law.

         11. Notices.  All notices and other  communications from the Company to
the holder of this  Warrant  shall be mailed by (i) first  class  mail,  postage
prepaid,  (ii) electronic  facsimile  transmission,  or (iii) express  overnight
courier  service,  at such address as may have been  furnished to the Company in
writing by such  holder or,  until any such holder  furnishes  to the Company an
address, then to, and at the address of, the last holder of this Warrant who has
so furnished an address to the Company.

         12.  Registration  Rights.  The  Company  hereby  grants the  following
registration  rights  with  respect  to the  shares  of Common  Stock  issued or
issuable upon exercise of this Warrant (the "Warrant Shares").

                  12.1  "Piggy-Back  Registrations":  If at any time the Company
shall  determine  to register in a public  offering for its own account (and not
the account of selling  stockholders) under the Securities Act any of its Common
Stock, it shall send to the Warrantholder  written notice of such  determination
and, if within 15 days after receipt of such notice, the Warrantholder  shall so
request in writing,  the Company  shall use its best  efforts to include in such
registration  statement  all or any  part  of the  Warrant  Shares  such  holder
requests  to be  registered.  This right  shall not apply to a  registration  of
shares  of  Common  Stock on Form S-4 or Form S-8 (or  their  then  equivalents)
relating  to shares of Common  Stock to be issued by the  Company in  connection
with any  acquisition  of any  entity or  business,  or  shares of Common  Stock
issuable in connection  with any stock option or other  employee  benefits plan,
respectively.

                                       6
<PAGE>

         If, in connection with any offering involving an underwriting of Common
Stock to be issued by the Company for the account of the  Company,  the managing
underwriter  shall  impose a  limitation  on the number of shares of such Common
Stock which may be included in any such registration  statement because,  in its
judgment,  such limitation is necessary to effect an orderly public distribution
of the Common Stock and to maintain a stable  market for the  securities  of the
Company,  then the Company  shall be obligated  to include in such  registration
statement  only such limited  portion  (which may be none) of the Warrant Shares
with respect to which the Warrantholder and all other selling  stockholders have
requested inclusion thereunder.

                  12.2 Expenses.  In the case of a  registration  under Sections
12.1,  the  Company  shall  bear all costs and  expenses  of such  registration,
including,  but  not  limited  to,  printing,  legal  and  accounting  expenses,
Securities  and  Exchange  Commission  (the  "SEC") and NASD filing fees and all
related "Blue Sky" fees and expenses;  provided, however, that the Company shall
have no  obligation  to pay or otherwise  bear any portion of the  underwriters'
commissions  or discounts  attributable  to the Warrant Shares being offered and
sold by the  Warrantholder  or the  fees and  expenses  of any  counsel  for the
Warrantholder in connection with any registration of the Warrant Shares.

                  12.3 Lock-Up Agreement for Public Offering. In connection with
any public  offering of equity  securities  of the  Company,  the  Warrantholder
agrees not to sell,  pledge,  transfer  or  otherwise  dispose  of, or grant any
option or purchase right with respect to, any shares of capital stock then owned
by him and not otherwise offered in the public offering,  or engage in any short
sale, hedging transaction or other derivative security transaction involving the
Common  Stock,  or other  shares of Common Stock of the Company held by him, for
such period of time  commencing 30 days prior to the proposed  effective date of
such public  offering  until such period of time  following  the offering as the
Company and the managing  underwriter of such public  offering deem necessary in
order to ensure a stable and orderly trading market.

                  12.4 Expiration of Registration Rights. The obligations of the
Company  under this Section 12 to register  the Warrant  Shares shall expire and
terminate  at such  time as the  Warrantholder  shall be  entitled  to sell such
securities  without  restriction  and  without  a  need  for  the  filing  of  a
registration statement under the Securities Act, including,  without limitation,
for any  resales  of  "Restricted  Securities"  made  pursuant  to  Rule  144 as
promulgated  by the SEC, or a sale made  pursuant  to Sections  4(1) and/or 4(2)
under  the  Securities  Act.  If  the  Warrantholder  desires  to  exercise  the
registration rights provided in this Section 12, the Warrantholder must exercise
this  Warrant  for  cash  consideration   prior  to  the  effectiveness  of  any
registration.

         13.  Miscellaneous.  This  Warrant  and any term hereof may be changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought.  This Warrant and the shares of Common Stock  underlying this Warrant
shall be construed and enforced in  accordance  with and governed by the laws of
the  State of  Delaware.  The  headings  in this  Warrant  are for  purposes  of
reference only, and shall not limit or otherwise affect any of the terms hereof.
The  invalidity  or


                                       7
<PAGE>

unenforceability  of any provision hereof shall in no way affect the validity or
enforceability of any other provision.

         14. Expiration. The right to exercise this Warrant shall expire at 5:00
p.m., Eastern Daylight Saving Time, on June 4, 2004.


Dated:  June 4, 1999

ATTEST:                             FOCUS ENHANCEMENTS, INC.




By:____________________________     By: /s/ Chris Ricci

Print:_________________________     Print: Chris Ricci

Title:_________________________     Title: Sr. Vice President & General Counsel


                                       8
<PAGE>




                              FORM OF SUBSCRIPTION
                   (To be signed only on exercise of Warrant)


TO FOCUS Enhancements, Inc.

         The undersigned,  the holder of the within Warrant,  hereby irrevocably
elects to exercise  this Warrant for, and to purchase  thereunder,  ____________
shares of Common Stock of FOCUS Enhancements,  Inc., a Delaware corporation, and
herewith  makes  payment  of  $____________  therefor,  and  requests  that  the
certificates  for  such  shares  be  issued  in the name of,  and  delivered  to
_________________________, whose address is _________________________.

Dated:                       __________________________________________________
                             (Signature  must conform to name of holder as
                             specified on the face of the Warrant)

                             __________________________________________________

                             __________________________________________________
                                              (Address)




                                       9
<PAGE>


                               FORM OF ASSIGNMENT
                   (To be signed only on transfer of Warrant)

         For  value  received,   the  undersigned  hereby  sells,  assigns,  and
transfers  unto  _________________________  the right  represented by the within
Warrant to purchase  ____________  shares of Common Stock of FOCUS Enhancements,
Inc., a Delaware corporation,  to which the within Warrant relates, and appoints
_________________________  Attorney to transfer such right on the books of FOCUS
Enhancements,  Inc., a Delaware corporation,  with full power of substitution in
the premises.

Dated:                         ________________________________________________
                               (Signature  must conform to name of holder as
                               specified on the face of the Warrant)

                               ________________________________________________

                               ________________________________________________
                                               (Address)
Signed in the presence of:


Witness: __________________________________________


                                       10