EXHIBIT 10.34


 


SECOND
AMENDMENT TO DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT


 


This SECOND AMENDMENT TO DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT (“Second
Amendment Agreement”) is entered into on the 13th day of January, 2005.


 


	
  BETWEEN:

  	
   

  	
  FUNAI ELECTRIC CO., LTD., a corporation duly organized and existing
  under the laws of Japan and having 

  
	
   

  	
   

  	
  its offices at 7-1, 7-Chome, Nakagaito, Daito, Osaka 574-0013, Japan.

  	
   

  
	
  (“FUNAI”)

  
	
   

  	
   

  	
   

  
	
  AND:

  	
   

  	
  INFOCUS CORPORATION, a corporation duly organized and existing
  under the laws of the State of Oregon, and having its principal place of
  business at 27700B SW Parkway Avenue, Wilsonville, Oregon 97070, USA.

  
	
  (“INFOCUS”)

  



 


RECITALS:


 


(A)                                       FUNAI and INFOCUS entered into a Development,
Purchase and License Agreement dated September 13, 2002 (the “Original
Agreement”), as amended by an Amendment Agreement between the parties dated November 22,
2002;


 


(B)                                         Under Article 28.12 of the Original
Agreement, any amendment to the Original Agreement is to be in writing and
signed by an authorized representative of FUNAI and INFOCUS; and


 


(C)                                         FUNAI and INFOCUS wish to amend the payment and
delivery terms under the Original Agreement, and have agreed to do so on the
terms and conditions set out in this Second Amendment Agreement.


 


IT
IS AGREED:


 


1.                                      Amendment of Article 13.2
of Original Agreement


 


Article 13.2 of the Original Agreement shall be
deleted and replaced with the following:


 


“Payment – Standby Letter of Credit.  Subject to INFOCUS’ inspection and acceptance
of Product, payment shall be 65 days from delivery at destination INFOCUS
Logistics Center 


 





















 


(LC)
in U.S.A., Europe or Asia, but no later than 105 days from delivery at FOB Hong
Kong.  An
irrevocable standby Letter of Credit with the effective period of 65 days in
favor of Funai Electric Co., Ltd. Japan shall be instituted by INFOCUS
Corporation on or before the expiration of 30 day period prior to delivery at
FOB Hong Kong unless otherwise agreed in writing between INFOCUS and FUNAI. The
parties shall share equally the cost of such letters of credit 50-50% with
FUNAI reducing the price of products sold to INFOCUS to account for FUNAI’s 50%
share.”


 


2.                                      Amendment of Article 15.1
of Original Agreement


 


Article 15.1 of the Original Agreement shall be
deleted and replaced with the following:


 


“F.O.B. Destination.   Delivery of the Product(s), spare parts and
accessories sold by FUNAI to INFOCUS shall be according to F.O.B. Hong
Kong.  Risk shall be transferred
to INFOCUS upon delivery at Hong Kong destination.  Title shall be
transferred to INFOCUS upon delivery at destination INFOCUS Logistics Center
(LC) in U.S.A., Europe or Asia.  FUNAI shall contract at its own
expense for the carriage of the Products from a port of export.  Funai
shall be responsible for all export taxes, providing supporting documentation
for export clearance, required to deliver the Products to the port of export.”


 


3.                                      Effective Date


 


This Second Amendment Agreement shall take effect as
of the date first written above.


 


4.                                      No Other Changes


 


Except as expressly amended
in this Second Amendment Agreement, the Original Agreement shall remain
unchanged and in full force and effect.


 


2





















 


IN
WITNESS WHEREOF the parties have signed this Agreement on the date first
written above.


 


 


FUNAI ELECTRIC CO., LTD.


 


By its authorized representative


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  /s/Yasuhito Ebine

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Position:

  	
  General Manager, Sales & Marketing

  	
   

  
						



 


 


INFOCUS CORPORATION


 


By its authorized representative


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  /s/ Margaret M. Cassidy

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Position:

  	
  Director of Supply Chain Management

  	
   

  
						



 


3