Exhibit 10.86

                            Focus Enhancements, Inc.
                               600 Research Drive
                              Wilmington, MA 01887
                                 (978) 988-5888


                                February 6, 2001

Euston Investments Holdings Limited
C/o Mischon deReya Solicitors
21 Southhampton Row
London WC1B 5HS England
Attn.:  Kevin Gold

            Re: Amendment to Private Equity Line of Credit Agreement

Gentlemen:

         Reference  is  made to  that  certain  Private  Equity  Line of  Credit
Agreement (the "Purchase  Agreement"),  dated as of July 28, 2000, between Focus
Enhancements,  Inc. (the "Company") and Euston Investments Holdings Limited (the
"Purchaser").  In order to register  for resale the Common Stock to be purchased
pursuant to the Purchase Agreement, certain provisions of the Purchase Agreement
must be deleted or revised.

         In  consideration  of the mutual  covenants  and  agreements  contained
herein,  and  for  other  good  and  valuable  consideration,  the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereby  agree to
restate the following section of the Purchase Agreement as follows:

              Section 1.6  "Commitment  Amount"  shall mean the up to  4,000,000
         shares of Common  Stock which the Investor has agreed to provide to the
         Company in order to purchase  the Put Shares  pursuant to the terms and
         conditions of this Agreement.

              Section 1.7 "Commitment  Period" shall mean the period  commencing
         on the Effective  Date and expiring on the earliest to occur of (x) the
         date on which the Investor  shall have  purchased  4,000,000 Put Shares
         pursuant to this  Agreement,  (y) the date this Agreement is terminated
         pursuant to Section 2.4, or (z) the date  occurring  two years from the
         date of commencement of the Commitment Period.

              Section 1.16  "Material  Adverse  Effect" shall mean any effect on
         the  business,  operations,  properties  or financial  condition of the
         Company   that  is  material   and  adverse  to  the  Company  and  its
         subsidiaries  and affiliates,  taken as a whole,  and/or any condition,
         circumstance,  or situation that would prohibit or otherwise  interfere
         with the  ability of the  Company to enter into and  perform any of its
         obligations under this Agreement,  the Registration Rights Agreement or
         the Escrow  Agreement in any material respect except those disclosed in
         the SEC Documents prior to the date hereof.

              Section 1.21  "Principal  Market"  shall mean the NASDAQ  National
         Market, the NASDAQ Small-Cap Market, the American Stock Exchange or the
         New York Stock Exchange, whichever is at the time the principal trading
         exchange or market for the Common Stock.

              Section 1.33 "Trading  Cushion"  shall mean the  mandatory  thirty
         (30) Trading Days between Put Dates.

              Section  2.2(a)  "Put  Notice" At any time  during the  Commitment
         Period,  the Company may deliver a Put Notice to the Investor,  subject
         to the conditions set forth in Section 7.2; provided, however, that the
         Investment  Amount  for each Put as  designated  by the  Company in the
         applicable Put Notice shall be neither less than $100,000 nor more than
         the Maximum Put Amount.

              Section   2.4(a)   Termination  of  Investment   Obligation.   The
         obligation  of the  Investor to purchase  shares of Common  Stock shall
         terminate  permanently  (including  with respect to a Closing Date that
         has not yet  occurred) in the event that (i) there shall occur any stop
         order or suspension of the effectiveness of the Registration  Statement
         for an  aggregate  of thirty (30)  Trading  Days during the  Commitment
         Period,   for  any  reason  other  than  deferrals  or  suspensions  in
         accordance



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         with  the  Registration  Rights  Agreement  as a  result  of  corporate
         developments  subsequent to the Effective  Date that would require such
         Registration  Statement to be amended to reflect such event in order to
         maintain  its  compliance  with  the  disclosure  requirements  of  the
         Securities  Act or (ii) the  Company  shall at any time  fail to comply
         with the requirements of Section 6.2, 6.3 or 6.5.

         Except  as  specifically  amended  by the  terms  of this  letter,  the
Purchase  Agreement and its exhibits  shall remain  unmodified and in full force
and effect,  and shall not be in any way changed,  modified or superseded by the
terms set forth herein. All terms used but not defined in this letter shall have
the meanings set forth in the Purchase Agreement.

         This  Agreement may be executed in any number of  counterparts,  all of
which taken  together  shall  constitute  one and the same  instrument and shall
become effective when  counterparts have been signed by each party and delivered
to the other parties hereto,  it being understood that all parties need not sign
the same counterpart. Execution may be made by delivery by facsimile.





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         If the foregoing  correctly sets forth our understanding and agreement,
please so indicate by signing where indicated below.

                                      FOCUS ENHANCEMENTS, INC.



                                      By: /s/ Gary Williams
                                         ------------------
                                          Name: Gary Williams
                                          Title: V.P. of Finance and CFO



ACCEPTED AND AGREED TO:

EUSTON INVESTMENTS HOLDINGS LIMITED


By: /s/ David K. Sims
    --------------------------------
      Name: David K. Sims
      Title: Authorized Signatory





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