Exhibit
10.1


AMENDMENT TO
SENIOR SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT


This AMENDMENT TO
SENIOR SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Amendment”) is made
and entered into as of June 28, 2006 by and among Focus Enhancements, Inc., a
Delaware corporation (“Focus”), the purchasers signatory hereto (each such
purchaser, a “Purchaser” and collectively, the “Purchasers”), and
Thomas Boucher (the “Purchasers’ Agent”).


RECITALS


WHEREAS, the
Purchasers and Focus previously have entered into that certain Senior Secured
Convertible Note Purchase Agreement, dated as of January 24, 2006 (the “Original
Purchase Agreement”), which Original Purchase Agreement provided for, among
other things, the mandatory registration (as more fully described in the Original
Purchase Agreement, the “Mandatory Registration”) for resale of shares of
common stock of Focus issuable upon conversion of the Notes, as defined in the
Original Purchase Agreement (the “Registrable Securities”);


WHEREAS, the
failure to register the Registrable Securities would constitute an Event of
Default under the Original Purchase Agreement;


WHEREAS, Focus has
registered the Registrable Securities on a registration statement on Form S-3
(File No. 333-133291, the “Effective Registration Statement”), declared
effective by the Securities and Exchange Commission (“SEC”) on May 10, 2006;


WHEREAS, as a
consequence of the terms of the Original Purchase Agreement and related
Registration Rights Agreement entered into by and among Focus, the Purchasers
and Ingalls & Snyder, LLC as of January 24, 2006 (the “Original
Registration Rights Agreement”), Focus has been required under Generally
Accepted Accounting Principles to record a liability on its balance sheet
relating to the Registrable Securities resulting in an $4.0 million expense to
its statement of operations at the date of closing.  In addition, any appreciation in Focus’ stock
price will result in additional expense on Focus’ statement of
operations reflecting the change in fair value of such liability; and


WHEREAS, in order to permit Focus to reclassify the accounting
treatment of the Registrable Securities to additional paid in capital and
thereby remove the above-referenced liability from its balance sheet and to
eliminate the continued impact of such changes in fair value of such liability
to its statement of operations, the parties hereto agree to amend the Original
Purchase Agreement and the Original Registration Rights Agreement to delete the
Mandatory Registration obligation and the liquidated damages provisions and in
partial consideration therefor grant “piggy-back” registration rights to the
Holders, all upon the terms and conditions of this Amendment;


NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises and covenants hereinafter set forth, the consideration set forth in
the Amendment to the Original Registration Rights Agreement of even date
herewith, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:


Section
1.               Defined Terms.


Capitalized terms used in this Amendment but not otherwise defined
herein shall have the meanings ascribed to them in the Original Purchase
Agreement.


Section
2.               Amendments to Original
Purchase Agreement.









 



Section 7.5 of the Original Purchase Agreement relating to registration
of the Registrable Securities is hereby deleted in its entirety.


Section
3.               Ratification of Original
Purchase Agreement.


Except as modified by the terms of this Amendment, the Original
Purchase Agreement is hereby ratified and confirmed in its entirety, and shall
remain in full force and effect in accordance with its terms.


Section
4.               Counterparts.


This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. Each party hereto confirms that any facsimile copy
of such party’s executed counterpart of this Amendment (or its signature page
thereof) shall be deemed to be an executed copy thereof.


Section
5.               Governing Law.


This Amendment shall be governed by the laws of the State of New York
(other than its rules of conflicts of law to the extent that the application of
the laws of another jurisdiction would be required thereby).


Section
6.               Counsel.


EACH OF THE UNDERSIGNED PARTIES ACKNOWLEDGES THAT HE, SHE OR IT HAS
BEEN ADVISED TO CONSULT SUCH PARTY’S LEGAL AND FINANCIAL ADVISORS WITH RESPECT
TO THE TERMS AND CONDITIONS OF THIS AMENDMENT AND HAS BEEN GIVEN THE
OPPORTUNITY TO DO SO.


Section
7.               Entire Agreement.


The Original Purchase Agreement (including any and all annexes,
exhibits and schedules thereto), as amended by this Amendment, constitute the
entire agreement of the parties hereto with respect to the subject matter
thereof and hereof, and supersede all prior agreements and understandings of
the parties, oral and written, with respect to the subject matter thereof and
hereof. The parties hereto intend to be bound, and hereby agree, that this
amendment is effective as of June 28, 2006.


Section
8.               Other General.


The recitals hereto are a material part hereof and are incorporated in
this Amendment by reference as if fully set forth herein. Captions and headings
are for convenience only, are not deemed to be part of this Amendment and shall
not be used in the interpretation of this Amendment.









 



IN WITNESS WHEREOF, the parties have executed this Amendment to the
Original Purchase Agreement as of the date first written above.


	
   

  	
  

  	
  

  	
  FOCUS ENHANCEMENTS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brett Moyer

  
	
   

  	
  Name:

  	
  Brett Moyer

  
	
   

  	
  Title:

  	
  CEO & President

  
	
   

  	
   

  	
   

  
	
   

  	
  PURCHASERS’ AGENT

  
	
   

  	
   

  	
   

  
	
   

  	
  Ingalls & Snyder LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas Boucher Jr.

  
	
   

  	
  Name:

  	
  Thomas Boucher Jr.

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  PURCHASERS

  
	
   

  	
   

  
	
   

  	
  /s/ Thomas Boucher Jr for Ingalls & Snyder Value
  Partners

  
	
   

  	
  /s/ Steven Foote