Exhibit 10.2


 


FOCUS ENHANCEMENTS, INC.


 


SECURITY AGREEMENT


 


THIS SECURITY AGREEMENT (this “Agreement”) dated as of January 24,
2006 (the “Effective Date”) is made by and among Focus Enhancements, Inc.
(the “Company”), the Senior Secured Convertible Note purchasers
identified in Exhibit A hereto (the “Purchasers”), and Ingalls &
Snyder LLC, a New York limited liability company, in its capacity as the agent
for the Purchasers (“Purchasers’ Agent”).


RECITALS


 


A.                                   The
Purchasers have agreed to lend the Company up to $10,000,000 pursuant to
certain Senior Secured Convertible Notes Due January 1, 2011 issued by the
Company (the “Notes”), pursuant to the terms of the Senior Secured
Convertible Note Purchase Agreement dated the same date as this Agreement (the “Purchase
Agreement”).


 


B.                                     To
induce the Purchasers to lend to the Company under the Notes, the Company has
agreed to pledge and grant a security interest in the Collateral as security
for the Secured Obligations (each as defined below).


 


NOW, THEREFORE, the parties agree as follows:


 


1.                                      DEFINITIONS.


 


All capitalized terms defined in the Purchase Agreement have the same
meanings when used in this Agreement.  In
addition, the following capitalized terms used in this Agreement shall have the
following meanings under this Agreement:


 


1.1                                 “Collateral”
means the property described in Exhibit B hereto.


 


1.2                                 “Company
Intellectual Property Rights” means all of the Company’s:  (i) United States and foreign letters
patent, utility models, and applications therefor, and other indicia of
invention ownership, including any such rights granted upon any reissue,
division, continuation or continuation-in-part applications; (ii) all
copyright rights and all other literary property, software (in both object and
source code), and author rights, whether or not copyrightable, all copyrights
and copyrighted interests, and all mask works and registered mask works,
including any registrations and renewals of any of the foregoing, which are
owned by or licensed to the Company; (iii) trade secrets and know how with
respect to all of the foregoing; (iv) trademarks and service marks; and (v) any
and other intellectual property rights of any nature owned or licensed by the
Company which are necessary to enable the Company to manufacture any of its
products and other products which incorporate, contain, or embody any and all
of the foregoing, including, without limitation, the registered intellectual
property rights as listed on Exhibit C attached hereto.


 


1.3                                 “Intellectual
Property Security Agreement” means the instruments for perfecting security
interests in Company Intellectual Property Rights referred to in Section 2.3.


 


C-1

















 


1.4                                 “Secured
Obligations” means the Company’s obligations and liabilities to the
Purchasers under and pursuant to the Notes (including, without limitation, the
Company’s obligation to timely pay the principal amount of, and interest on,
the Notes) and any fees or other amounts payable by either the Company under
any Loan Document.


 


1.5                                 “Uniform Commercial
Code” means the Uniform Commercial Code as in effect in the state of
California from time to time or, by reason of mandatory application, any other
applicable jurisdiction.


 


2.                                      GRANT
OF SECURITY INTEREST; COLLATERAL.


 


2.1                                 Grant.  Subject to the terms and conditions of the
Loan Documents and as collateral security for the prompt payment in full when
due (whether at stated maturity, by acceleration or otherwise) and performance
of the Secured Obligations, the Company hereby pledges and grants to Purchasers’
Agent, for the exclusive benefit of Purchasers’ Agent and the Purchasers, a
continuing security interest in all of the Company’s right, title and interest
in and to the Collateral, whether now owned or hereafter acquired by the
Company and whether now existing or hereafter coming into existence, which
shall remain in effect until indefeasible payment and performance in full of
all of the Secured Obligations.


 


2.2                                 The
Company Remains Liable.  The Company
shall remain liable to perform its duties and obligations under the contracts
and agreements included in the Collateral in accordance with their respective
terms to the same extent as if this Agreement had not been executed and
delivered.  The exercise by Purchasers’
Agent or any Purchaser of any right, remedy, power or privilege in respect of
this Agreement shall not release the Company from any of its duties and
obligations under such contracts and agreements.  Neither Purchasers’ Agent nor any Purchaser
shall have any duty, obligation or liability under such contracts and
agreements or in respect to any government approval included in the Collateral
by reason of this Agreement or any other Loan Document, nor shall Purchasers’
Agent or any Purchaser be obligated to perform any of the duties or obligations
of the Company under any such contract or agreement or any such government
approval or to take any action to collect or enforce any claim (for payment)
under any such contract or agreement or government approval.


 


2.3                                 Perfection;
Financing Statement.  Concurrently
with the execution and delivery of this Agreement, the Company shall (a) file
such financing statements and other documents in such offices (including
without limitation the filing of notices with the United States Copyright
Office and Patent and Trademark Office and any office in any other country for
the perfection of security interests in the Company Intellectual Property
Rights), including one or more Intellectual Property Security Agreements, as
shall be necessary or as Purchasers’ Agent may request to perfect and establish
the priority (subject only to Permitted Liens) of the Liens granted by this
Agreement, and (b) take all such other actions as shall be necessary or as
Purchasers’ Agent may request to perfect and establish the priority (subject
only to such Permitted Liens) of the Liens granted by this Agreement.  If any recording or filing thereof (or the
filing of any statements of continuation or assignment of any financing
statement) is required to protect and preserve such lien or security interest,
the Company shall at its cost execute the same at the time and in the manner
requested by the Purchasers.  To the
fullest extent permitted by applicable law, the Company authorizes Purchasers’
Agent to file any such financing statements without the signature of the
Company.


 


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2.4                                 Use of Collateral.  So long as an Event of Default does not
exist, the Company shall have the right (a) to use and possess the
Collateral, (b) to exercise its rights, title and interest in all
contracts, agreements, licenses and government approvals related thereto, and (c) to
manage its property and sell its inventory in the ordinary course of business.


 


2.5                                 Intercreditor
Arrangements.  The parties agree that
the rights of Purchasers’ Agent and the Purchasers in the Collateral are
subject to subordination to the Bank Security Interest for the Bank Loan as set
forth in the Purchase Agreement and the Amended Intercreditor Agreement.  The Purchasers and Purchasers’ Agent
acknowledge and agree that the rights and remedies of the Purchasers with
respect to the Collateral are further subject to allocation and sharing
arrangements with respect to the Berg Security Interest that are set forth in
the New Intercreditor Agreement.


 


3.                                      REPRESENTATIONS,
WARRANTIES AND COVENANTS.


 


3.1                                 Other Financing
Statements.  The Company represents
and warrants to the Purchasers and Purchasers’ Agent that, other than financing
statements, security agreements, chattel mortgages, assignments, copyright
security agreements or collateral assignments, patent or trademark security
agreements or collateral assignments, fixture filings and other agreements or
instruments executed, delivered, filed or recorded for the purpose of granting
or perfecting any Lien in connection with any Permitted Lien and financing
statements in favor of Purchasers’ Agent and the Purchasers, no effective
financing statement or similar document naming the Company as debtor, assignor,
grantor, mortgagor, pledgor or the like and covering all or any part of the
Collateral is on file in any filing or recording office in any jurisdiction.


 


3.2                                 Separate
Obligations and Liens.  The Company
acknowledges and agrees that, subject to Section 5: (a) the Secured
Obligations represent separate and distinct indebtedness, obligations and
liabilities of the Company to each of the Purchasers, which the Company is
separately obligated to each Purchaser to pay and perform, in each case
regardless of whether or not any indebtedness, obligation or liability to any
other Purchaser or any other person or entity, or any agreement, instrument or
guaranty that evidences any such other indebtedness, liability or obligation,
or any provision thereof, shall for any reason be or become void, voidable,
unenforceable or discharged, whether by payment, performance, avoidance or
otherwise; and (b) the Lien that secures each Purchaser’s respective
Secured Obligations (i) is separate and distinct from any and all other
Liens on the Collateral, (ii) is enforceable without regard to whether or
not any other Lien shall be or become void, voidable or unenforceable or the
indebtedness, obligations or liabilities secured by any such other Lien shall
be discharged, whether by payment, performance, avoidance or otherwise, and (iii) shall
not merge with or be impaired by any other Lien.


 


3.3                                 Other Liens.  Without the prior written consent of
Purchasers’ Agent, the Company shall not dispose of any Collateral, create,
incur, assume or suffer to exist any Liens, except Permitted Liens, upon any
Collateral, or file or suffer to be on file or authorize to be filed, in any
jurisdiction, any financing statement or like instrument with respect to all or
any part of the Collateral in which Purchasers Agent is not named as the sole
lender for the benefit of the Purchasers; provided that no such consent will be
required with respect to any disposition of Collateral pursuant to a
Fundamental Change or the Semiconductor Business Spin-off, or in the ordinary
course of the Company’s business;.


 


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3.4                                 Applicable laws.  The Company shall not use the Collateral in
violation of any applicable statute, ordinance, law or regulation or in
violation of any insurance policy maintained by the Company with respect to the
Collateral.


 


3.5                                 Records; Insurance.  The Company will at all times keep in a
manner reasonably satisfactory to Purchasers’ Agent accurate and complete
records of the Collateral and will keep such Collateral insured to the extent
similarly situated companies insure their assets.  Purchasers’ Agent shall be entitled, at
reasonable times and intervals after reasonable notice to the Company, to enter
any of the Company’s premises for purposes of inspecting the Collateral and the
Company’s books and records relating thereto.


 


3.6                                 Notices, Reports
and Information.  The Company will (i) notify
Purchasers’ Agent of any material claim made or asserted against the Collateral
by any person or entity and of any material change in the composition of the
Collateral or other event which could materially adversely affect the value of
the Collateral or any Purchaser’s Lien thereon; (ii) furnish to Purchasers’
Agent such statements and schedules further identifying and describing the Collateral
and such other reports and other information in connection with the Collateral
as Purchasers’ Agent may reasonably request, all in reasonable detail; and (iii) upon
request of Purchasers’ Agent make such demands and requests for information and
reports as the Company is entitled to make in respect of the Collateral.


 


3.7                                 Disposition of
Collateral.  The Company will not,
except in the ordinary course of its business, (i) surrender or lose
possession of (other than to Purchasers’ Agent), sell, lease, rent, or
otherwise dispose of or transfer any of the Collateral or any right or interest
therein, except to the extent permitted by this Agreement or the Purchase
Agreement, or (ii) remove any of the Collateral from its present location
(other than disposals of Collateral permitted by Section 3.7(i)) except
upon at least 30 days’ prior written notice to Purchasers’ Agent.


 


3.8                                 Further Assurances.  The Company agrees that, from time to time
upon the written request of Purchasers’ Agent, the Company will execute and
deliver such further documents and do such other acts and things as Purchasers’
Agent may reasonably request in order fully to effect the purposes of this
Agreement.


 


3.9                                 Organization and
Qualification.  The Company is a
corporation duly organized, validly existing and in good standing under the
laws of Delaware.  The Company has all
requisite power and authority to conduct its business and own its property.


 


3.10                           Intellectual Property.  The Company represents and warrants that Exhibit C
lists all registered patents, trademarks, service marks, copyrights and mask
works of the Company, and any and all applications for each of the foregoing,
and the registration status of each of the foregoing.


 


4.                                      DEFAULT.


 


4.1                                 Remedies Upon
Default.  Upon the occurrence and
during the continuation of any Event of Default, the Purchasers shall have, in
addition to all other rights and remedies provided under any of the Loan
Documents or by applicable law, all of the rights and remedies of a secured
party under the Uniform Commercial Code, including, but not limited to, the
right to take 


 


C-4

















 


possession of the Collateral (subject, in all cases, to the provisions
set forth in the Security Agreement), and for that purpose Purchasers’ Agent
may, and the Company hereby authorizes Purchasers’ Agent and its authorized
representatives to, enter upon any premises on which Collateral may be located
or situated and remove the same therefrom or without removal render the same
unusable and may use or dispose of the Collateral on such premises without any
liability for rent, storage, utilities or other sums, and upon request the
Company shall, to the extent practicable, assemble and make the Collateral
available to Purchasers’ Agent at a place to be designated by Purchasers’
Agent, which is reasonably convenient to the Company and Purchasers’
Agent.  The Company agrees that, to the
extent notice of sale shall be required by law, at least five days’ notice to
the Company of the time and place of any public sale or the time after which
any private sale or any other intended disposition is to be made shall
constitute reasonable notification of such sale or disposition.  Purchasers’ Agent shall also have the right
to apply for and have a receiver appointed by a court of competent jurisdiction
in any action taken by Purchasers’ Agent to enforce its rights and remedies
hereunder, to manage, protect and preserve the Collateral or continue the
operation of the business of the Company, and Purchasers’ Agent shall be
entitled to collect all revenues and profits thereof and apply the same to the
payment of all expenses and other charges of such receivership, including the
compensation of the receiver, and to the payment of the Note until a sale or other
disposition of such Collateral shall be finally made and consummated.  In the event of any disposition or collection
of or any other realization upon all or any part of the Collateral, Purchasers’
Agent shall apply the proceeds of such disposition, collection or other
realization as follows:


 


(1)                                  First,
to the payment of the reasonable costs and expenses of Purchasers’ Agent and
the Purchasers in exercising or enforcing their rights hereunder, including,
but not limited to, costs and expenses incurred in retaking, holding or
preparing the Collateral for sale, lease or other disposition, and to the
payment of all expenses of the Purchasers pursuant to Section 6.4;


 


(2)                                  Second,
to the payment of the Note and all other Obligations (as that term is defined
in the Security Agreement); and


 


(3)                                  Third,
the surplus, if any, shall be paid to the Company or to whomsoever may be
lawfully entitled to receive such surplus.


 


4.2                                 NO
WAIVER OF RIGHTS BY PURCHASERS’ AGENT OR THE PURCHASERS.  PURCHASERS’ AGENT’S OR THE PURCHASERS’
ACCEPTANCE OF PARTIAL OR DELINQUENT PAYMENT FROM THE COMPANY UNDER ANY NOTE OR
HEREUNDER, OR PURCHASERS’ AGENT’S OR THE PURCHASERS’ FAILURE TO EXERCISE ANY
RIGHT HEREUNDER, SHALL NOT CONSTITUTE A WAIVER OF ANY OBLIGATION OF THE COMPANY
HEREUNDER, OR ANY RIGHT OF PURCHASERS’ AGENT’S OR THE PURCHASERS HEREUNDER, AND
SHALL NOT AFFECT IN ANY WAY THE RIGHT TO REQUIRE FULL PERFORMANCE AT ANY TIME
THEREAFTER.


 


5.                                      APPOINTMENT
OF AGENTS; LENDER AGREEMENTS.


 


5.1                                 Appointment; Joint
Action.  Each Purchaser hereby
irrevocably appoints and authorizes Purchasers’ Agent to act as its agent under
this Agreement with such powers as are 


 


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specifically delegated to Purchasers’ Agent by the terms of the
Purchase Agreement, together with such other powers as are reasonably
incidental to such powers; provided, however, that any action
required or permitted to be taken by Purchasers’ Agent under this Agreement or
any other Loan Documents shall require the consent of Purchasers’ Agent.


 


5.2                                 Attorney-in-Fact.  Purchasers’ Agent is hereby appointed
attorney-in-fact of the Company for the purpose of carrying out the provisions
of this Agreement and taking any action and executing any instruments which
Purchasers’ Agent may deem necessary or advisable to accomplish the purposes of
this Agreement, to preserve the validity, perfection and priority of the Liens
granted by this Agreement and, following any Event of Default, to exercise his
or their rights, remedies, powers and privileges under this Agreement, the
Amended Intercreditor Agreement and the New Intercreditor Agreement.  This appointment as attorney-in-fact is
irrevocable and coupled with an interest. 
Without limiting the generality of the foregoing, Purchasers’ Agent shall
be entitled under this Agreement upon the occurrence and continuation of any
Event of Default (i) to ask, demand, collect, sue for, recover, receive
and give receipt and discharge for amounts due and to become due under and in
respect of all or any part of the Collateral; (ii) to receive, endorse and
collect any instruments, documents and chattel paper in connection with clause (i) above
(including any draft or check representing the proceeds of insurance or the
return of unearned premiums); (iii) to file any claims or take any action
or proceeding that Purchasers’ Agent may deem necessary or advisable for the
collection of all or any part of the Collateral, including the collection of
any compensation due and to become due under any contract or agreement with
respect to all or any part of the Collateral; and (iv) to execute, in
connection with any sale or disposition of the collateral under Section 4,
any endorsements, assignments, bills of sale or other instruments of conveyance
or transfer with respect to all or any part of the Collateral.


 


5.3                                 Payments Pro Rata.  Purchasers’ Agent and the Purchasers agree
that payments to the Purchasers under the Notes shall be made in proportion to
the principal and accrued interest then outstanding under each Note on any such
date of payment to each, until such obligations are paid or retired in full.


 


5.4                                 Sharing of Payments.  If any Purchaser shall at any time receive
any payment of principal, interest or other charge arising under a Note, or
upon any other obligation of the Company or any sums by virtue of counterclaim,
offset, or other lien that may be exercised, or from any security, other than
payments made on the same date and pro rata to all the Purchasers, such
Purchaser shall return such payment to Purchasers’ Agent, who shall immediately
dispense such payment or payments ratably among all the Purchasers so as to
maintain as near as possible the unpaid balance of the loans pro rata according
to the Purchasers’ proportionate interests.


 


6.                                      MISCELLANEOUS.


 


6.1                                 Termination.  When all Secured Obligations shall have been
paid in full, this Agreement shall terminate, and Purchasers’ Agent shall
forthwith cause to be assigned, transferred and delivered, against receipt but
without any recourse, warranty or representation whatsoever, any remaining
Collateral and money received in respect of the Collateral, to or on the order
of the Company and to be released, canceled and granted back all licenses and
rights referred to in Section 2. 
Purchasers’ Agent shall also execute and deliver to the Company upon
such termination such Uniform Commercial Code termination statements and such
other documentation as shall be 


 


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reasonably requested by the Company to effect the termination and
release of the Liens granted by this Agreement on the Collateral.


 


6.2                                 Waiver.  No failure on the part of Purchasers’ Agent
or any Purchaser to exercise and no delay in exercising, and no course of
dealing with respect to, any right, remedy, power or privilege under this
Agreement shall operate as a waiver of such right, remedy, power or privilege,
nor shall any single or partial exercise of any right, power or privilege under
this Agreement preclude any other or further exercise of any such right,
remedy, power or privilege or the exercise of any other right, remedy, power or
privilege.  The rights, remedies, powers
and privileges provided in this Agreement are cumulative and not exclusive of
any rights, remedies, powers and privileges provided by law.


 


6.3                                 Notices.  All notices and other communications given in
accordance with the provisions of Section 12.5 of the Purchase Agreement
and addressed shall be deemed to have been given and received for all purposes
of this Agreement and addressed to the intended recipient as follows, or to
such other address or number as may be specified from time to time by like
notice to the parties:


 


To the Company:


 


Focus Enhancements, Inc.


1370 Dell Avenue


Campbell, CA  95008


Facsimile No.: (408) 866-4795


Attention:  Chief Financial
Officer


To Purchasers’ Agent:


 


Ingalls & Snyder, LLC

61 Broadway

New York, NY 10006

Facsimile No.:  (212) 269-7893


Attention:  Thomas Boucher


 


To the Purchasers:


 


To the address of each Purchaser as set forth on Exhibit A.


 


Any party may from time to time specify a different address for notices
by like notice to the other parties.


 


6.4                                 Expenses.  The Company agrees to pay or to reimburse
Purchasers’ Agent and the Purchasers for all costs and expenses (including
reasonable attorney’s fees and expenses) that may be incurred by Purchasers’
Agent or the Purchasers in any effort to enforce any of the provisions of Section 4
or any of the obligations of the Company in respect of the Collateral or in
connection with the preservation of the Lien of, or the rights of Purchasers’
Agent and the Purchasers, under this Agreement or with any actual or attempted
sale, lease, disposition, exchange, collection, 


 


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compromise, settlement or other realization in respect of, or care of
the Collateral, including all such costs and expenses (and reasonable attorney’s
fees and expenses) incurred in any bankruptcy, reorganization, workout or other
similar proceeding.


 


6.5                                 Amendments.  Any provision of this Agreement may be
modified, supplemented or waived only by an instrument in writing duly executed
by the Company and Purchasers’ Agent (with the consent of the
Majority-in-Interest of the Notes).  Any
such modification, supplement or waiver shall be for such period and subject to
such conditions as shall be specified in the instrument effecting the same and
shall be binding upon Purchasers’ Agent and each Purchaser, each holder of any
of the Secured Obligations and the Company, and any such waiver shall be
effective only in the specific instance and for the purposes for which given.


 


6.6                                 Successors and
Assigns.  This Agreement shall be
binding upon and inure to the benefit of the Company, Purchasers’ Agent, the
Purchasers and each holder of any of the Secured Obligations and their
respective successors and permitted assigns.


 


6.7                                 Survival.  All representations and warranties made in
this Agreement or in any certificate or other document delivered pursuant to or
in connection with this Agreement shall survive the execution and delivery of
this Agreement or such certificate or other document (as the case may be) or
any deemed repetition of any such representation or warranty.


 


6.8                                 Severability.  Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Agreement, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.


 


6.9                                 Captions.  The table of contents and captions and section headings
appearing in this Agreement are included solely for convenience of reference
and are not intended to affect the interpretation of any provision of this
Agreement.


 


6.10                           Counterparts.  This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties to this Agreement may execute this Agreement
by signing any such counterpart.


 


6.11                        Governing Law; Submission to
Jurisdiction.  This Agreement shall
be governed by and construed under the laws of California, without reference to
its principles of conflicts of laws.


 


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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.


 


	
  COMPANY:

  	
   

  
	
   

  	
  FOCUS ENHANCEMENTS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brett Moyer

  
	
   

  	
  Name:

  	
  Brett Moyer

  
	
   

  	
  Title:

  	
  President & CEO

  
					



 


 


	
  PURCHASERS’ AGENT:

  	
   

  
	
   

  	
  INGALLS & SNYDER LLC

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Thomas Boucher Jr.

  
	
   

  	
  Name:

  	
  Thomas Boucher Jr.

  
	
   

  	
  Title:

  	
  Manager

  
						



 


 


	
  PURCHASERS:

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  	 

	
   

  	
  Title:

  	
   

  	 

							



 


[Add required witness declarations for grant
of power of attorney

in California or New York]


 


SIGNATURE PAGE FOR SECURITY AGREEMENT


 


C-9

















 


EXHIBIT A


 


PURCHASERS


 


(See Exhibit A to Purchase Agreement)


 


C-10

















 


EXHIBIT B


 


COLLATERAL


 


“Collateral” means all current and hereafter acquired personal
Property of the Company, including all insurance relating thereto, and
including all Accounts, Deposit Accounts, Equipment, General Intangibles,
Inventory and Negotiable Collateral, and any and all proceeds, as defined in
the UCC, thereof, to the extent that the Company is not contractually
prohibited from granting a security interest in such Property.  For purposes of this definition of Collateral
the foregoing terms have the following meaning:


 


“Account Debtor” means any Person who is or who may become
obligated under, with respect to or on account of an Account.


 


“Accounts” means all of the Company’s currently existing and
hereafter arising accounts, as defined in UCC Section 9102(a)(2),
including any contract rights to payment arising out of the sale or lease of
goods or the rendition of services by the Company, irrespective of whether
earned by performance, and any and all credit insurance, guarantees or security
therefor.


 


“Deposit Accounts” means all deposit accounts, as defined in UCC
Section 9102(a)(29), now or hereafter held in the Company’s name.


 


“Equipment” means all of the Company’s present and hereafter
acquired machinery, machine tools, motors, computers, equipment, furniture,
furnishings, fixtures, vehicles (including motor vehicles and trailers), tools,
parts, goods, wherever located, including all attachments, accessories,
accessions, replacements, substitutions, additions and improvements to any of
the foregoing.


 


“General Intangibles” means all of the Company’s present and
future general intangibles and other personal Property (including contract
rights, rights arising under common law, statutes or regulations, choses or
other things in action, goodwill, patents, trade names, trade secrets,
trademarks, service marks, copyrights, blueprints, drawings, purchase orders,
customer lists, monies due or recoverable from pension funds, route lists,
rights to payment, and other rights under any royalty or licensing agreements,
infringement claims, computer programs, information contained on computer disks
or tapes, literature, reports, catalogs, deposit accounts, insurance premium
rebates, tax refunds and tax refund claims), other than goods, Accounts and
Negotiable Collateral.


 


“Inventory” means all present and future inventory in which the
Company has any interest, including goods held for sale or lease or to be
furnished under a contract of service and all of the Company’s present and
future raw materials, work in process, finished goods and packing and shipping
materials, wherever located.


 


“Negotiable Collateral” means all of the Company’s present and
future letters of credit, letter of credit rights, notes, drafts, instruments,
investment property, securities (including the shares of capital stock or other
equity or membership interests of United States subsidiaries of the Company),
documents, personal property leases (wherein the Company is the lessor) and
chattel paper.  (Any terms used in the
preceding sentence that are defined in the UCC shall have the meanings set
forth therein.)


 


C-11

















 


EXHIBIT C


 


COMPANY INTELLECTUAL PROPERTY RIGHTS


 


	
  Atty

  	
   

  	
  Docket
  No.

  	
   

  	
  Title

  	
   

  	
  App. No.

  	
   

  	
  Filing
  Date

  	
   

  	
  Patent
  No.

  	
   

  	
  Issue
  Date

  
	
  SH&B

  	
   

  	
  1490

  	
   

  	
  BILINEAR DECIMATOR WITH ERROR COMPENSATION

  	
   

  	
  08/822,810

  	
   

  	
  3/24/1997

  	
   

  	
  5,862,268

  	
   

  	
  1/19/1999

  
	
  SH&B

  	
   

  	
  1490EP

  	
   

  	
   

  	
   

  	
  98913161.0

  	
   

  	
   

  	
   

  	
  0 970 582

  	
   

  	
  7/4/2001

  
	
  SH&B

  	
   

  	
  1491

  	
   

  	
  VIDEO SIGNAL CONVERTER

  	
   

  	
  08/870,091

  	
   

  	
  6/5/1997

  	
   

  	
  5,905,536

  	
   

  	
  5/18/1999

  
	
  SH&B

  	
   

  	
  1491EP

  	
   

  	
   

  	
   

  	
  0 986 905

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SH&B

  	
   

  	
  1492

  	
   

  	
  SYSTEM FOR GENERATING VIDEO AT 4FSC WHILE SAMPLING AT A

  	
   

  	
  08/823,804

  	
   

  	
  3/24/1997

  	
   

  	
  5,966,184

  	
   

  	
  10/12/1999

  
	
  SH&B

  	
   

  	
  1799

  	
   

  	
  TWO-DIMENSIONAL ADJUSTABLE FLICKER FILTER

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SH&B

  	
   

  	
  2082

  	
   

  	
  TWO-DIMENSIONAL ADJUSTABLE FLICKER FILTER

  	
   

  	
  09/239,081

  	
   

  	
  1/27/1999

  	
   

  	
  6,346,970

  	
   

  	
  2/12/2002

  
	
  SH&B

  	
   

  	
  2100

  	
   

  	
  IMPROVED CABLE-TO-BOARD ARRANGEMENTS FOR ENHANCED RF SHIELDING

  	
   

  	
  09/152,357

  	
   

  	
  9/14/1998

  	
   

  	
  6,004,145

  	
   

  	
  12/21/1999

  
	
  SH&B

  	
   

  	
  2101

  	
   

  	
  MOTION ADAPTIVE DE-INTERLACE
  FILTER

  	
   

  	
  09/409,589

  	
   

  	
  9/30/1999

  	
   

  	
  6,330,032

  	
   

  	
  12/11/2001

  
	
  SH&B

  	
   

  	
  2102

  	
   

  	
  METHOD AND APPARATUS FOR SYNCHRONOUS SAMPLING WITH CORRELATION

  	
   

  	
  60/157,187

  	
   

  	
  9/30/1999

  	
   

  	
   

  	
   

  	
   

  
	
  SH&B

  	
   

  	
  2642

  	
   

  	
  METHOD AND APPARATUS FOR FREQUENCY DIVISION MULTIPLEXING

  	
   

  	
  10/778,699

  	
   

  	
  2/12/2004

  	
   

  	
   

  	
   

  	
   

  
	
  SH&B

  	
   

  	
  2642EP

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


C-12

















 


	
  Atty

  	
   

  	
  Docket
  No.

  	
   

  	
  Title

  	
   

  	
  App. No.

  	
   

  	
  Filing
  Date

  	
   

  	
  Patent
  No.

  	
   

  	
  Issue
  Date

  
	
  SH&B

  	
   

  	
  2642JP

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SH&B

  	
   

  	
  2642KR

  	
   

  	
   

  	
   

  	
  10-2005-7015073

  	
   

  	
  8/16/2005

  	
   

  	
   

  	
   

  	
   

  
	
  SH&B

  	
   

  	
  2642TW

  	
   

  	
   

  	
   

  	
  93103459

  	
   

  	
  2/13/2004

  	
   

  	
   

  	
   

  	
   

  
	
  SH&B

  	
   

  	
  2642WO

  	
   

  	
  METHOD AND APPARATUS FOR FREQUENCY DIVISION MULTIPLEXING

  	
   

  	
  US04/04133

  	
   

  	
  2/12/2004

  	
   

  	
   

  	
   

  	
   

  
	
  SH&B

  	
   

  	
  3155

  	
   

  	
  METHOD AND APPARATUS FOR TRANSMITTING DIGITAL VIDEO SIGNALS IN A
  DIGITAL VISUAL INTERFACE FORMAT OVE

  	
   

  	
  10/386,969

  	
   

  	
  3/11/2003

  	
   

  	
   

  	
   

  	
   

  
	
  SH&B

  	
   

  	
  3156

  	
   

  	
  METHOD AND APPARATUS FOR PROVIDING PEER-TO-PEER PUSH USING BROADCAST
  QUERY

  	
   

  	
  10/387,255

  	
   

  	
  3/11/2003

  	
   

  	
   

  	
   

  	
   

  
	
  JPO

  	
   

  	
   

  	
   

  	
  SYSTEM AND METHODS FOR A RETAIL SYSTEM

  	
   

  	
  10/647,194

  	
   

  	
  8/15/2003

  	
   

  	
   

  	
   

  	
   

  



 


C-13

















 




	
  Country

  	
   

  	
  Serial Number

  	
   

  	
  Reg. Number

  	
   

  	
  Word Mark

  
	
  US

  	
   

  	
  78391047

  	
   

  	
   

  	
   

  	
  PROXSYS

  
	
  US

  	
   

  	
  78686382

  	
   

  	
   

  	
   

  	
  TALARIA

  
	
  US

  	
   

  	
  78482800

  	
   

  	
   

  	
   

  	
  FOCUS MX-4

  
	
  US

  	
   

  	
  78394972

  	
   

  	
   

  	
   

  	
  MEDIATHEATER

  
	
  US

  	
   

  	
  78391915

  	
   

  	
   

  	
   

  	
  MEDIAPULSE

  
	
  US

  	
   

  	
  2854531

  	
   

  	
  2854531

  	
   

  	
  MEDIA MESSENGER

  
	
  US

  	
   

  	
  76381163

  	
   

  	
  2889669

  	
   

  	
  DIRECT TO EDIT

  
	
  EC

  	
   

  	
   

  	
   

  	
  2980902

  	
   

  	
  DIRECT TO EDIT

  
	
  Japan

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  DIRECT TO EDIT

  
	
  China

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  DIRECT TO EDIT

  
	
  US

  	
   

  	
  76379203

  	
   

  	
  2893741

  	
   

  	
  DTE TECHNOLOGY

  
	
  US

  	
   

  	
  76378376

  	
   

  	
  2757259

  	
   

  	
  CENTERSTAGE CS-1

  
	
  US

  	
   

  	
  75899886

  	
   

  	
  2636194

  	
   

  	
  COMMANDPOST

  
	
  US

  	
   

  	
  75461711

  	
   

  	
  2486481

  	
   

  	
  POPVIDEO

  
	
  US

  	
   

  	
  75295465

  	
   

  	
  2192896

  	
   

  	
  MXPRO

  
	
  US

  	
   

  	
  75231782

  	
   

  	
  2181934

  	
   

  	
  POWER SCRIPT

  
	
  US

  	
   

  	
  75061067

  	
   

  	
  2080244

  	
   

  	
  MEDIAMOTION

  
	
  US

  	
   

  	
  74728572

  	
   

  	
  1999714

  	
   

  	
  TVIEW

  
	
  US

  	
   

  	
  74599716

  	
   

  	
  2014303

  	
   

  	
  EDIT SUITE

  
	
  US

  	
   

  	
  76013735

  	
   

  	
  2541524

  	
   

  	
  DISTANCE DV

  
	
  US

  	
   

  	
  75831631

  	
   

  	
  2702867

  	
   

  	
  FIREWRITER

  
	
  US

  	
   

  	
  75282858

  	
   

  	
  2241914

  	
   

  	
  EFFETTO

  
	
  US

  	
   

  	
  73823590

  	
   

  	
  1622180

  	
   

  	
  VIDEONICS

  






 


C-14