THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF
         1933, AS AMENDED,  OR THE  SECURITIES  LAWS OF ANY STATE AND MAY NOT BE
         SOLD OR OFFERED  FOR SALE IN THE ABSENCE OF AN  EFFECTIVE  REGISTRATION
         STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE
         ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


                            FOCUS ENHANCEMENTS, INC.

                          COMMON STOCK PURCHASE WARRANT

         1. Issuance; Certain Definitions. In consideration of good and valuable
consideration,   the   receipt  of  which  is  hereby   acknowledged   by  FOCUS
ENHANCEMENTS,   INC.,  a  Delaware   corporation   (the   "Company"),   VFINANCE
INVESTMENTS,  INC., or registered  assigns (the  "Holder") is hereby granted the
right to purchase at any time until 5:00 P.M.,  New York City time,  on December
27, 2004 (the "Expiration Date"),  TWENTY-FIVE  THOUSAND (25,000) fully paid and
nonassessable  shares of the Company's  Common Stock,  $0.01 par value per share
(the "Common  Stock"),  at an initial  exercise  price per share (the  "Exercise
Price") of $1.54 per share,  subject to further  adjustment as set forth herein.
This  Warrant is being issued  pursuant to the terms of that  certain  Financial
Advisory and Investment Banking Agreement, dated as of , 2001 (the "Agreement"),
to which the  Company  and Holder (or  Holder's  predecessor  in  interest)  are
parties.

         2. Exercise of Warrants.

                  (a) This  Warrant  is  exercisable  in whole or in part at any
time and from time to time.  Such exercise shall be effectuated by submitting to
the Company  (either by delivery to the Company or by facsimile  transmission as
provided in Section 8 hereof) a completed and duly  executed  Notice of Exercise
(substantially  in the  form  attached  to this  Warrant)  as  provided  in this
paragraph. The date such Notice of Exercise is faxed to the Company shall be the
"Exercise  Date,"  provided that the Holder of this Warrant tenders this Warrant
Certificate to the Company within five (5) business days thereafter.  The Notice
of Exercise  shall be executed by the Holder of this Warrant and shall  indicate
the number of shares  then  being  purchased  pursuant  to such  exercise.  Upon
surrender of this Warrant Certificate,  together with appropriate payment of the
Exercise  Price for the shares of Common  Stock  purchased,  the Holder shall be
entitled to receive a certificate or certificates for the shares of Common Stock
so purchased.

                  (b) The  Exercise  Price  per  share of  Common  Stock for the
shares then being exercised shall be payable in cash or by certified or official
bank check.

                  (c) In no event shall Holder  exercise  Warrants for less than
one thousand  (1,000) Warrant  Shares.  In the event the Holder has Warrants for
less than one  thousand  (1,000)  Warrant  Shares,  Holder  shall be required to
exercise Warrants for all remaining Warrant Shares on the Exercise Date.

<PAGE>
                  (d) The Holder  shall be deemed to be the holder of the shares
issuable  to it in  accordance  with the  provisions  of this  Section  2 on the
Exercise Date.

         3.  Reservation of Shares.  The Company hereby agrees that at all times
during the term of this  Warrant  there  shall be  reserved  for  issuance  upon
exercise of this  Warrant  such number of shares of its Common Stock as shall be
required for issuance upon exercise of this Warrant (the "Warrant Shares").

         4.  Mutilation  or Loss of  Warrant.  Upon  receipt  by the  Company of
evidence  satisfactory  to it of the loss,  theft,  destruction or mutilation of
this  Warrant,  and (in the  case of  loss,  theft or  destruction)  receipt  of
reasonably  satisfactory  indemnification,  and (in the case of mutilation) upon
surrender and cancellation of this Warrant, the Company will execute and deliver
a new  Warrant of like tenor and date and any such lost,  stolen,  destroyed  or
mutilated Warrant shall thereupon become void.

         5. Rights of the Holder.  The Holder  shall not, by virtue  hereof,  be
entitled to any rights of a stockholder in the Company, either at law or equity,
and the rights of the Holder are limited to those  expressed in this Warrant and
are not enforceable against the Company except to the extent set forth herein.

         6. Protection Against Dilution and Other Adjustments.

                  6.1  Adjustment  Mechanism.  If an  adjustment of the Exercise
Price is required  pursuant to this  Section 6, the Holder  shall be entitled to
purchase such number of additional  shares of Common Stock as will cause (i) the
total number of shares of Common  Stock Holder is entitled to purchase  pursuant
to this Warrant,  multiplied by (ii) the adjusted  Exercise Price per share,  to
equal  (iii) the  dollar  amount of the total  number of shares of Common  Stock
Holder  is  entitled  to  purchase  before  adjustment  multiplied  by the total
Exercise Price immediately before adjustment.

                  6.2 Capital Adjustments. In case of any stock split or reverse
stock   split,   stock   dividend,   reclassification   of  the  Common   Stock,
recapitalization,  merger or consolidation, or like capital adjustment affecting
the Common  Stock of the Company  prior to the  exercise of this  Warrant or its
applicable portion, the provisions of this Section 6 shall be applied as if such
capital adjustment event had occurred  immediately prior to the exercise date of
this Warrant and the original  Exercise  Price had been fairly  allocated to the
stock  resulting  from  such  capital  adjustment;  and in  other  respects  the
provisions of this Section shall be applied in a fair,  equitable and reasonable
manner so as to give effect, as nearly as may be, to the purposes hereof.

                  6.3 Spin Off.  If, for any  reason,  prior to the  exercise of
this Warrant in full,  the Company  spins off or otherwise  divests  itself of a
part of its business or operations or disposes all or of a part of its assets in
a  transaction   (the  "Spin  Off")  in  which  the  Company  does  not  receive
compensation for such business,  operations or assets,  but causes securities of
another entity to be issued to security holders of the Company, then the Company
shall  notify the Holder at least thirty (30) days prior to the record date with
respect to such Spin-Off.
                                       2
<PAGE>

         7. Transfer to Comply with the Securities Act; Registration Rights.

                  7.1 Transfer.  This Warrant has not been registered  under the
Securities  Act of 1933,  as  amended,  (the  "Act") and has been  issued to the
Holder  for  investment  and not with a view to the  distribution  of either the
Warrant or the  Warrant  Shares.  Neither  this  Warrant  nor any of the Warrant
Shares or any other  security  issued or issuable  upon exercise of this Warrant
may be sold, transferred, pledged or hypothecated in the absence of an effective
registration  statement under the Act relating to such security or an opinion of
counsel  satisfactory to the Company that registration is not required under the
Act. Each certificate for the Warrant, the Warrant Shares and any other security
issued or issuable  upon  exercise of this Warrant shall contain a legend on the
face  thereof,  in form and substance  satisfactory  to counsel for the Company,
setting forth the restrictions on transfer contained in this Section.

                  7.2 Registration Rights. Reference is made to the Registration
Rights  Agreement.  The  Company's  obligations  under the  Registration  Rights
Agreement and the other terms and conditions thereof with respect to the Warrant
Shares,  including,  but not necessarily limited to, the Company's commitment to
file a  registration  statement  including  the  Warrant  Shares,  to  have  the
registration of the Warrant Shares completed and effective, and to maintain such
registration, are incorporated herein by reference.

                           (b) In addition to the  registration  rights referred
to in the preceding provisions of Section 7.2(a), effective after the expiration
of the  effectiveness  of the  Registration  Statement  as  contemplated  by the
Registration  Rights  Agreement,  the Holder shall have piggy-back  registration
rights  with  respect  to the  Warrant  Shares  then held by the  Holder or then
subject to issuance upon exercise of this Warrant (collectively,  the "Remaining
Warrant  Shares"),  subject to the conditions  set forth below.  If, at any time
after the  Registration  Statement  has  ceased  to be  effective,  the  Company
participates  (whether  voluntarily  or by  reason of an  obligation  to a third
party) in the  registration  of any shares of the Company's  stock (other than a
registration  on Form S-8 or on Form S-4), the Company shall give written notice
thereof to the Holder and the Holder  shall have the right,  exercisable  within
ten (10) business days after receipt of such notice,  to demand inclusion of all
or a portion  of the  Holder's  Remaining  Warrant  Shares in such  registration
statement.  If the Holder exercises such election,  the Remaining Warrant Shares
so  designated  shall be included in the  registration  statement  at no cost or
expense to the Holder (other than any costs or commissions  which would be borne
by the Holder under the terms of the Registration  Rights Agreement);  provided,
however,  that if there is a  managing  underwriter  of the  offering  of shares
referred to in the registration  statement and such managing underwriter advises
the Company in writing that the number of shares  proposed to be included in the
offering will have an adverse effect on its ability to successfully conclude the
offering  and, as a result,  the number of shares to be included in the offering
is to be reduced,  the number of  Remaining  Warrant  Shares of the Holder which
were to be included in the registration  (before such reduction) will be reduced
pro rata with the number of shares  included for all other  parties whose shares
are being  registered.  The Holder's rights under this Section 7 shall expire at
such time as the Holder can sell all of the Remaining  Warrant Shares under Rule
144 without volume or other restrictions or limit.

                                       3
<PAGE>

         8.  Notices.  Any notice or other  communication  required or permitted
hereunder  shall be in writing and shall be delivered  personally,  telegraphed,
sent by facsimile transmission or sent by certified, registered or express mail,
postage  pre-paid.  Any such  notice  shall be deemed  given  when so  delivered
personally,  telegraphed,  telexed  or sent by  facsimile  transmission,  or, if
mailed,  four days  after the date of deposit in the  United  States  mails,  as
follows:

                           (i)      if to the Company, to:

                                    FOCUS ENHANCEMENTS, INC.
                                    1370 Dell Avenue
                                    Campbell, California 95008
                                    ATTN: Michael D'Addio, President &
                                          Chief Executive Officer
                                    Telephone No.: (408) 866-8300
                                    Facsimile No.: (408) 866-1748

                           with a copy to:

                                    Manatt, Phelps & Phillips, LLP
                                    1001 Page Mill Road, Bldg. 2
                                    Palo Alto, California 94304
                                    Attn: Jerrold F. Petruzzelli, Esq.
                                    Telephone No.:  (650) 812-1335
                                    Telecopier No.: (650) 213-0260

                           (ii)     if to the Holder, to:

                                    VFINANCE INVESTMENTS, INC.
                                    3010 N. Military Trail, Suite 300
                                    Boca Ratan, Florida  33431
                                    Attn: Leonard J. Sokolow
                                    Telephone No.:  (954) 384-7800
                                    Telecopier No.: (954) 252-4513

Any party may give notice in  accordance  with this Section to the other parties
designate to another address or person for receipt of notices hereunder.

         9.  Supplements and Amendments;  Whole  Agreement.  This Warrant may be
amended or  supplemented  only by an instrument in writing signed by the parties
hereto. This Warrant contains the full understanding of the parties with respect
to the  subject  matter  hereof and  thereof  and there are no  representations,
warranties,  agreements or understandings  other than expressly contained herein
and therein.

         10.  Governing  Law. This Warrant shall be deemed to be a contract made
under the laws of the State of Delaware for contracts to be wholly  performed in
such state and without  giving effect to the  principles  thereof  regarding the
conflict  of laws.  Each of the  parties  consents  to the  jurisdiction  of the
federal  courts whose  districts  encompass any part of the State of California,


                                       4
<PAGE>

Santa Clara County in connection with any dispute arising under this Warrant and
hereby waives, to the maximum extent permitted by law, any objection,  including
any  objection  based on  forum  non  conveniens,  to the  bringing  of any such
proceeding in such jurisdictions.

         11. JURY TRIAL WAIVER.  The Company and the Holder hereby waive a trial
by jury in any  action,  proceeding  or  counterclaim  brought  by either of the
parties  hereto  against  the other in respect of any matter  arising  out or in
connection with this Warrant.

         12.  Counterparts.  This  Warrant  may be  executed  in any  number  of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original,  and all such counterparts shall together constitute but one and
the same instrument.

         13. Descriptive Headings.  Descriptive headings of the several Sections
of this  Warrant  are  inserted  for  convenience  only and shall not control or
affect the meaning or construction of any of the provisions hereof.

         IN WITNESS WHEREOF, the parties hereto have executed this Warrant as of
the 27th day of December, 2001.

                                         FOCUS ENHANCEMENTS, INC.


                                         By:      /s/ Michael D'Addio
                                            -----------------------------------
                                         Michael D'Addio
                                         President & Chief Executive Officer


                                       5
<PAGE>

                          NOTICE OF EXERCISE OF WARRANT

         The  undersigned  hereby  irrevocably  elects to  exercise  the  right,
represented by the Warrant  Certificate  dated as of , _____________ , ______ to
purchase shares  ________________ of the Common Stock, $0.01 par value, of FOCUS
ENHANCEMENTS, INC., and tenders herewith payment in accordance with Section 1 of
said Common Stock Purchase Warrant.

_______  CASH:$_________________________  =   (Exercise Price x Exercise Shares)

                  Payment is being made by:
                  _______  enclosed check

                  _______  wire transfer

                  _______  other

         Please deliver the stock certificate to:





Dated:
       ------------------------------------------




[Name of Holder]

By:
   -----------------------------------------------