EXHIBIT
10.1


SHAREHOLDERS
AGREEMENT


This SHAREHOLDERS
AGREEMENT (this “Agreement”) is
made and entered into as of June 5, 2007, by and between InFocus Corporation,
an Oregon corporation (the “Company”), and
Caxton Associates, L.L.C., a Delaware limited liability company (“Caxton”), Caxton International Limited, a British Virgin
Islands corporation (“Caxton International”),
and GDK Inc., a British Virgin Islands corporation (together with Caxton and
Caxton International, the “Caxton Entities”).


RECITALS


WHEREAS, on May
16, 2007, the Company announced that its President and Chief Executive Officer
had left the Company and had resigned from the Company’s board of directors
(the “Board”), effective immediately;


WHEREAS, the Board
currently consists of the following six members: Messrs. Peter D. Behrendt,
Michael R. Hallman, Svein S. Jacobsen and Duane C. McDougall (the “Pre-Caxton Directors”) and Messrs. Bernard T. Marren and
John D. Abouchar (the “Prior Caxton Designees”
and, together with the Pre-Caxton Directors, the “Incumbent
Directors”); and


WHEREAS, among
other things, the Company is willing under certain circumstances to add to the
Board two individuals set forth on Schedule 1
hereto (the “Additional Caxton Designees” and,
together with the Prior Caxton Designees, the “Caxton
Designees”);


WHEREAS, in
consideration of the agreements of the Company and the Caxton Entities set
forth herein, among other matters, Caxton and the Company shall enter into a
confidentiality agreement (the “Confidentiality Agreement”)
in the form attached as Annex A hereto
and each of the Caxton Entities shall refrain from calling for a special
meeting of the shareholders of the Company (a “Special
Meeting”) and to solicit proxies from the Companies’ shareholders (a
“Special Meeting Solicitation”) until
the 2008 annual meeting of shareholders (the “2008 Annual
Meeting”); and


WHEREAS, the
Company and the Caxton Entities believe that the Company may benefit from the
exchange between the Company and Caxton of certain Non-Public Information (as
defined in the Confidentiality Agreement) in connection with (a) identifying
and recruiting a new Chief Executive Officer for the Company (the “Search Process”) and (b) pursuing its ongoing exploration of
strategic alternatives that may be available to the Company (the “Strategic Alternatives Process”).


NOW, THEREFORE, in
consideration of the premises, the mutual covenants and agreements contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


ARTICLE I

AGREEMENTS


Section
1.1.                                Abandonment of Special
Meeting Solicitation.  Neither the Caxton Entities nor any of their
Affiliates will, directly or indirectly, (a) at any time prior to the Company’s
2008 Annual Meeting (the “Standstill Period”),
demand, or encourage any other shareholder of the Company to demand, pursuant
to the Company’s Bylaws or the Oregon Business Corporation Act, that the
Company call a Special Meeting or (b) with respect to any Special Meeting held
prior to the 2008 Annual Meeting (an “Interim
Special Meeting”), solicit proxies or consents for the purpose of
removing directors or increasing the authorized number of directors of the
Company or otherwise become a “participant,” directly or indirectly, in any
“solicitation” of “proxies” or consents for such purpose (such quoted terms
being defined in Regulation 14A under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”)).  For purposes of this Agreement, “Affiliate” means any person that directly
or













indirectly through one or more intermediaries, controls, is controlled
by, or is under common control with, the Caxton Entities.


Section 1.2.                                Confidentiality Agreement;
Consultation.


(a)                                  Simultaneous with the execution of this
Agreement, Caxton and the Company shall enter into a confidentiality agreement
(the “Confidentiality Agreement”)
in the form attached as Annex A
hereto.


(b)                                 During the term of the Confidentiality
Agreement, the Company shall, subject to any existing contractual limitations,
provide Caxton with such Non-Public Information relating to the Search Process
and the Strategic Alternatives Process as the Company may reasonably determine
to be appropriate, and Caxton agrees to consult with and provide to the Company
such assistance as Caxton believes would be helpful to the Company in the
Company’s pursuit of the Search Process and the Strategic Alternatives
Process.  Caxton understands and
acknowledges that the Company is not hereby making any representation or warranty,
express or implied, as to the accuracy or completeness of the Non-Public
Information, and neither the Company nor any of its Representatives will have
any liability to the undersigned or any other person resulting from use of the
Non-Public Information.  For the
avoidance of doubt, the Search Process and the Strategic Alternatives Process
shall be and remain within the sole discretion of the Company, and the Company
shall remain solely responsible for the conduct thereof.


Section 1.3.                                Additional Caxton Designees;
Company Slate.


(a)                                  As
promptly as practicable, and in any event within ten (10) business days
following the date of this Agreement, the Company shall take all action
necessary (including the calling of a special meeting of the Board to amend the
Company’s Bylaws and approve such actions) to increase the authorized number of
directors of the Company from seven (7) to eight (8) members and to cause the
Board to nominate and elect the Additional Caxton Designees to fill the newly
created directorship and the existing vacancy on the Board to serve until the
next election of directors of the Company or until the earlier resignation or
removal of such directors.


(b)                                 In
the event that, prior to the date of the 2007 Annual Meeting (as defined
below), any Caxton Designee shall resign from the Board, decide not to seek
appointment to the Board or decide not to seek election to the Board as
contemplated by Section 1.3(c) of this Agreement, Caxton shall be entitled to
designate a replacement for such Caxton Designee as a member of the Board (such
replacement being a person whom Caxton believes in good faith to be qualified
to serve on the Board), and the Company shall take all necessary action to
replace such Caxton Designee with such designated replacement as promptly as
practicable.  Any such designated
replacement who becomes a Board member shall be deemed to be a Caxton Designee
for all purposes under this Agreement.


 (c)                               The Board or a
nominating committee of the Board shall nominate for election to the Board at
the Company’s 2007 annual meeting of shareholders (the “2007 Annual
Meeting”) a slate of six (6) individuals (the “Company
Slate”) that shall consist of the Caxton Designees and two (2)
individuals chosen by the Pre-Caxton Directors; provided, however,
that in the event the Company hires a new Chief Executive Officer prior to the
2007 Annual Meeting, the Company Slate may be increased in number to include
the new Chief Executive Officer.  The
Board shall take such action as may be necessary so that the Board shall
consist of six (6) members (or seven (7) members in accordance with the proviso
to the immediately preceding sentence) commencing immediately following the
2007 Annual Meeting.


(d)                                 The
Caxton Entities agree that, at the 2007 Annual Meeting, (i) they shall vote all
shares beneficially owned by them and as to which they have voting power as of
the record date for the 2007 Annual Meeting in favor of the Company Slate and
(ii) they shall not propose an alternative slate of directors to be elected at
the 2007 Annual Meeting or encourage or support any solicitation with respect
to the election of directors at the 2007 Annual Meeting, other than a
solicitation in favor of the Company Slate. 
Caxton will use its reasonable efforts to cause the Caxton Designees to
provide, as promptly as reasonably practicable, all information relating to the
Caxton Designees (and other information, if any) to the extent required under
applicable law to be included in the



 2
 









Company’s proxy statement
and any other solicitation materials to be delivered to its stockholders in
connection with the 2007 Annual Meeting or as may reasonably be requested by
the Company.


(e)                                  Notwithstanding
any provision to the contrary contained in this Agreement, the Company shall
not be required to cause the Board (or the nominating committee thereof) to
nominate the Caxton Designees unless at all times after the date hereof and
prior to the 2007 Annual Meeting the Caxton Entities and their Affiliates
maintain an aggregate beneficial ownership of at least ten (10) percent of the
total number of shares of common stock of the Company outstanding on May 1,
2007, adjusted proportionately in all cases to reflect any stock dividend or
distribution, stock split, reverse stock split, combination, recapitalization
reclassification or similar transaction affecting the outstanding shares of
common stock of the Company after the date of this Agreement.  For all purposes of this Agreement,
“beneficial ownership” (and its correlative terms) shall be determined in
accordance with the rules promulgated by the Securities and Exchange Commission
under Section 13(d) of the Exchange Act.


(f)                                    At
any time prior to the 2007 Annual Meeting applicable to the Caxton Entities, at
the request of the Company, Caxton shall certify to the Company in writing the
number of shares of Common Stock beneficially owned by the Caxton Entities.


(g)                               Upon
becoming directors of the Company, each Caxton Designee shall be subject to the
Company’s insider trading guidelines and other policies governing the Board to
the same extent as any other member of the Board.


Section 1.4.                                Annual Meeting. 
Except as otherwise expressly agreed to in writing by Caxton, the
Company shall hold the 2007 Annual Meeting no later than July 31, 2007.


Section 1.5.                                Publicity.  Promptly following the execution of this Agreement, the Company and the
Caxton Entities shall prepare and issue a joint press release in the form
attached hereto as Annex B.  Thereafter, the Company and the Caxton
Entities shall use their reasonable efforts to consult with each other before
issuing any press release or otherwise making any public statement about the
execution or terms of this Agreement.


ARTICLE
II  MISCELLANEOUS PROVISIONS


Section 2.1.                                Representations and
Warranties.


(a)                                  Each
of the parties hereto represents and warrants to the other party that:


(i)                                      such party has all requisite authority and
power to execute and deliver this Agreement and to consummate the transactions
contemplated hereby,


(ii)                                  the execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly and
validly authorized by all required action on the part of such party and no
other proceedings on the part of such party are necessary to authorize the
execution and delivery of this Agreement or to consummate the transactions
contemplated hereby,


(iii)                               this Agreement has been duly and validly
executed and delivered by such party and constitutes the valid and binding
obligation of such party enforceable against such party in accordance with its
terms, and


(iv)                              this Agreement will not result in a violation
of any terms or provisions of any agreements to which such person is a party or
by which such party may otherwise be bound or of any law, rule, license,
regulation, judgment, order or decree governing or affecting such party.



 3
 









(b)                                 The
parties hereto acknowledge, warrant and represent that they have carefully read
this Agreement, understand it, have consulted with and received the advice of
counsel regarding this Agreement, agree with its terms, are duly authorized to
execute it and freely, voluntarily and knowingly execute it.


Section 2.2.                                General.


(a)                                  This
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto and the respective successors, personal representatives
and assigns of the parties hereto.


(b)                                 This
Agreement contains the entire agreement between the parties with respect to the
subject matter hereof and thereof and supersedes all prior and contemplated
arrangements and understandings with respect thereto.


(c)                                  This
Agreement may be signed in counterparts, each of which shall constitute an
original and all of which together shall constitute one and the same Agreement.


(d)                                 All
notices and other communications required or permitted hereunder shall be
effective upon receipt and shall be in writing and may be delivered in person,
by telecopy, electronic mail, express delivery service or U.S. mail, in which
event it may be mailed by first-class, certified or registered, postage
prepaid, addressed to the party to be notified at the respective addresses set
forth below, or at such other addresses which may hereinafter be designated in
writing:


If to the Company:


InFocus Corporation


27500 S.W. Parkway Avenue


Wilsonville OR 97070


Attention: Roger Rowe,
Secretary


Fax No.: (503) 685-8838

Email: Roger.Rowe@infocus.com


with a copy to:


Garvey Schubert Baer

11th Floor

121 S.W. Morrison Street

Portland, OR 97204

Attention: Bruce A. Robertson, Esq.

Fax No.: (503) 226-0259

Email: brobertson@gsblaw.com


Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Attention: Mario Ponce, Esq.

Fax No.: (212) 455-2502

Email: mponce@stblaw.com


If to Caxton:


Caxton Associates, L.L.C.

731 Alexander Road, Building 2

Princeton, NJ 08540

Attention: Scott B. Bernstein, Esq.



 4
 









 


Fax No.:  (609)
419-0470

Email: bernstein@caxton.com


with a copy to:


Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

Attention: Michael A. Schwartz

Fax No.: (212) 728-9267

Email: mschwartz@willkie.com


(e)                                  This
Agreement and the legal relations hereunder between the parties hereto shall be
governed by and construed in accordance with the laws of the State of New York
applicable to contracts made and performed therein, without giving effect to
the principles of conflicts of law thereof.


(f)                                    Whenever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid, but if any provision of this Agreement is held to
be invalid or unenforceable in any respect, such invalidity or unenforceability
shall not render invalid or unenforceable any other provision of this
Agreement.


(g)                                 It
is hereby agreed and acknowledged that it will be impossible to measure in
money the damages that would be suffered if the parties fail to comply with any
of the obligations herein imposed on them and that in the event of any such
failure, an aggrieved person will be irreparably damaged and will not have an
adequate remedy at law.  Any such person,
therefore, shall be entitled to injunctive relief, including specific
performance, to enforce such obligations, without the posting of any bond, and,
if any action should be brought in equity to enforce any of the provisions of
this Agreement, none of the parties hereto shall raise the defense that there
is an adequate remedy at law.


(h)                                 Each
party hereto shall do and perform or cause to be done and performed all such
further acts and things and shall execute and deliver all such other
agreements, certificates, instruments and documents as any other party hereto
reasonably may request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions
contemplated hereby.


(i)                                     Each
of the parties hereto hereby irrevocably and unconditionally consents to submit
to the exclusive jurisdiction of the courts of the State of New York and of the
United States of America, in each case located in the County of New York, for
any action, proceeding or investigation in any court or before any governmental
authority arising out of or relating to this Agreement and the transactions
contemplated hereby (and agrees not to commence any action, proceeding or
investigation relating thereto except in such courts), and further agrees that
service of any process, summons, notice or document by registered mail to its
respective address set forth in this Agreement shall be effective service of
process for any action, proceeding or investigation brought against it in any
such court.  Each of the parties hereto
hereby irrevocably and unconditionally waives any objection to the laying of
venue of any action, proceeding or investigation arising out of this Agreement
or the transactions contemplated hereby in the courts of the State of New York
or the United States of America, in each case located in the County of New
York, and hereby further irrevocably and unconditionally waives and agrees not
to plead or claim in any such court that any such action, proceeding or
investigation brought in any such court has been brought in an inconvenient
forum.


[Remainder
of page intentionally left blank.]



 5
 









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


	
   

  	
  INFOCUS CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Roger Rowe

  	
   

  
	
   

  	
   

  	
    Name:

  	
          Roger
  Rowe

  	 

	
   

  	
   

  	
    Title:

  	
          Vice
  President and Chief Financial Officer

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  CAXTON
  ASSOCIATES, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Forbes

  	
   

  
	
   

  	
   

  	
    Name:

  	
          John
  Forbes

  
	
   

  	
   

  	
    Title:

  	
          Chief
  Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CAXTON
  INTERNATIONAL LIMITED

  
	
   

  	
  By: Caxton Associates, L.L.C., Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Forbes

  	
   

  
	
   

  	
   

  	
    Name:

  	
          John
  Forbes

  
	
   

  	
   

  	
    Title:

  	
          Chief
  Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GDK,
  INC.

  
	
   

  	
  By: A.R.T. Advisors, LLC, Attorney-In-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Andrew Waldman

  	
   

  
	
   

  	
   

  	
    Name:

  	
          Andrew
  Waldman

  	 

	
   

  	
   

  	
    Title:

  	
          Authorized
  Representative

  	 

										



 



 6














Schedule 1


Bruce Berkoff


Robert B. Ladd
















Annex A


CONFIDENTIALITY
AGREEMENT


This Confidentiality Agreement (this “Agreement”)
is entered into as of this 5th day of June,
2007, between InFocus Corporation, an Oregon corporation (the “InFocus”), and Caxton Associates, L.L.C., a Delaware limited
liability company (“Caxton”).


WHEREAS, InFocus is
currently (a) seeking to identify and recruit a new Chief Executive Officer
(the “Search Process”) and (b) pursuing its
ongoing exploration of strategic alternatives that may be available to InFocus
(the “Strategic Alternatives Process”); and


WHEREAS, pursuant to that
certain Shareholders Agreement entered into as of the date hereof between
InFocus and the Caxton Entities (as defined therein), InFocus has agreed to
provide to Caxton, subject to existing contractual limitations, certain
Non-Public Information (as defined herein) relating to the Search Process and
the Strategic Alternatives Process, and Caxton has agreed to provide certain
assistance in connection therewith.


NOW, THEREFORE, in
consideration of the premises, the mutual covenants and agreements contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


Section
1.                                          In
consideration for, and as a condition of such information being furnished to
Caxton and its officers, members, control persons, employees, agents, financial
and other advisors (including, without limitation, attorneys and any
representatives of such advisors) (collectively, “Representatives”),
Caxton agrees to treat any information that is furnished to it or to its
Representatives by or on behalf of InFocus concerning the Search Process and
the Strategic Alternatives Process, together with any notes, analyses,
compilations, studies, interpretations, documents or records containing,
referring, relating to, based upon or derived from such information, in whole
or in part (collectively, the “Non-Public Information”),
in accordance with the provisions of this Agreement.


Section
2.                                          The
term “Non-Public Information” does not include information that (i) is or
becomes generally available to the public other than as a result of a
disclosure by Caxton or its Representatives in violation of their obligations
hereunder, (ii) was within Caxton’s possession prior to its being furnished to
it or is independently developed by Caxton or its Representatives without
violation of their obligations hereunder, or (iii) becomes available to
Caxton on a non-confidential basis from a source other than InFocus or any of its
Representatives; provided, that in the case of (ii) and (iii) above, the
source of such information was not known by Caxton to be bound by a
confidentiality agreement with or other contractual, legal or fiduciary
obligation of confidentiality to InFocus or any other party with respect to
such information.


Section
3.                                          Caxton
hereby agrees that it and its Representatives shall use the Non-Public
Information solely for the purpose of assisting in the Search Process and the
Strategic Alternatives Process, that the Non-Public Information received or
generated by it or its Representatives will be kept confidential and that
neither Caxton nor its Representatives will disclose any of the Non-Public
Information in any manner whatsoever to any other person not bound hereby; provided,
however, that (i) Caxton may make any disclosure of such information to
which InFocus gives its prior written consent, and (ii) any of such information
may be disclosed to Representatives who need to know such information in
connection with the Search Process or the Strategic Alternatives Process and
who are provided with a copy of this Agreement and agree to be bound by the
terms hereof to the same extent as if they were parties hereto.  In any event, Caxton shall be responsible for
any breach of this Agreement by its Representatives and agrees, at its sole
expense, to take all reasonable measures to restrain its Representatives from
prohibited or unauthorized disclosure or use of the Non-Public Information.













Section 4.                                          Caxton
hereby agrees that, without the prior written consent of InFocus, neither it
nor its Representatives will disclose to any other person any of the terms,
conditions or other facts with respect to the Search Process or the Strategic
Alternatives Process, including the status thereof; provided, however,
that Caxton and its Representatives may disclose such matters to, and may
discuss such matters with, directors of InFocus and the officers and financial
and other advisors of InFocus who are participating in the Search Process or
the Strategic Alternatives Process.


Section
5.                                          In the event that Caxton or any of its
Representatives becomes legally compelled by
law, regulation, regulatory authority or other applicable judicial or
governmental body to disclose any Non-Public Information, or to disclose any
matter referred to in Section 4 above, Caxton will provide InFocus with prompt written notice of such request or
requirement so that InFocus may seek an appropriate protective order or other
appropriate remedy, if available, and/or waive compliance with the terms of
this Agreement.  If, failing the entry of
a protective order or other remedy (and whether or not InFocus grants a waiver
hereunder), Caxton or any of its
Representatives is required to disclose Non-Public Information or any matter
referred to in Section 4 above, it may disclose only that portion of the
Non-Public Information or of any such matter that it is required to disclose
which, upon advice from counsel is legally required to be disclosed and will
exercise all reasonable efforts to preserve the confidentiality of such
Non-Public Information and any matter referred to in Section 4 above.  In any event, neither Caxton nor any of its
Representatives will oppose action by InFocus to obtain an appropriate
protective order or other reliable assurance that confidential treatment will
be accorded the Non-Public Information or any matters referred to in Section 4
above.  Notwithstanding the foregoing, if
Caxton is advised by counsel that Caxton is required to make disclosure of any
matter referred to in Section 4 above in an amendment to its Schedule 13D under
the Exchange Act with respect to InFocus, Caxton may disclose in any such
amendment only that portion of such matter that it is advised by counsel that
it is legally required to disclose.


Section
6.                                          Caxton’s
obligations under this Agreement (including, without limitation, its
obligations under Sections 3 and 4 hereof) shall remain in effect from the date
hereof through the earlier of July 31, 2007 and the date of the 2007 annual
meeting of the InFocus shareholders (the “Term”).


Section
7.                                          Caxton
hereby confirms that it understands, and will advise its Representatives who do
not already understand and who receive Non-Public Information, that the federal
securities laws prohibit any person who has received from InFocus material,
non-public information concerning InFocus (such as may be included in the
Non-Public Information) from purchasing or selling securities of InFocus or its
affiliates or from disclosing such information to any other person under
circumstances in which it is reasonably foreseeable that such person is likely
to purchase or sell such securities so long as such information remains
material and non-public. Caxton further confirms that it understands, and will
advise its Representatives who receive Non-Public Information, that this
Agreement is being entered into in accordance with Rule 100 of Regulation FD
under the federal securities laws.


Section
8.                                          No
provision of this Agreement shall be waived or amended except by the written
consent of each party hereto, which consent shall explicitly make such waiver
or amendment.  Any attempted waiver or
modification in violation of this provision shall be void.


Section
9.                                          Money
damages would not be a sufficient remedy for any breach of this Agreement by
Caxton or any of its Representatives, and InFocus shall be entitled to
equitable relief, including injunction and specific performance, as a remedy
for any such breach.  Such remedies shall
not be deemed to be the exclusive remedies for a breach of this Agreement but
shall be in addition to all other remedies available at law or equity to
InFocus.


Section
10.                                   This
Agreement and all disputes or controversies arising out of or related to this
Agreement shall be governed by and construed in accordance with the internal
laws of the State of New York, without reference to its conflicts of law
principles (other than Section 5-1401 of the General Obligations Law of the
State of New York).



 2
 









Section 11.                                   Each
party hereby irrevocably and unconditionally consents to submit to the
exclusive jurisdiction of the courts of the State of New York and of the United
States of America located in the City and County of New York for any actions,
suits or proceedings arising out of or relating to this Agreement and agree (i)
not to commence any action, suit or proceeding relating thereto except in such
courts, (ii) to waive any defenses as to personal jurisdiction of such courts
and (iii) that service of any process, summons, notice or document by U.S.
registered mail to the respective addresses set forth herein shall be effective
service of process for any action, suit or proceeding brought against either
party in any such court.  Each party
hereby irrevocably and unconditionally waives any objection to the laying of
venue of any action, suit or proceeding arising out of this Agreement in the
courts of the State of New York or the United States of America located in the
City and County of New York and hereby further irrevocably and unconditionally
waives and agrees not to plead or claim in any such court that any such action,
suit or proceeding brought in any such court has been brought in an
inconvenient forum.


Section
12.                                   The
provisions of this Agreement shall be severable in the event that any of the
provisions hereof are held by a court of competent jurisdiction to be invalid,
void or otherwise unenforceable, and the remaining provisions shall remain
enforceable to the fullest extent permitted by law.


Section
13.                                   This
Agreement may be executed in any number of counterparts (including by facsimile
or other electronic copy) and each of such counterparts shall for all purposes
be deemed original, and all such counterparts shall together constitute one and
the same instrument.


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


	
  

  	
  CAXTON ASSOCIATES, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/John Forbes

  	
   

  
	
   

  	
   

  	
  Name: John Forbes

  
	
   

  	
   

  	
  Title:   Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INFOCUS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Roger Rowe

  	
   

  
	
   

  	
   

  	
  Name: Roger Rowe

  
	
   

  	
   

  	
  Title:   Vice President and Chief
  Financial Officer

  
					



 



 3















Annex B


	
  Investor Relations Contacts

  	
   

  	
  Public Relations Contacts:

  
	
  Roger Rowe

  	
   

  	
  Martin Flynn

  
	
  Chief Financial Officer

  	
   

  	
  InFocus Corporation

  
	
  InFocus Corporation

  	
   

  	
  (503) 685-8112

  
	
  (503)
  685-8933

  	
   

  	
   

  
	
  

  	
   

  	
  Caitlin Fox

  
	
   

  	
   

  	
  Edelman

  
	
   

  	
   

  	
  (503) 471-6826

  



 


InFocus® Completes Shareholder
Agreement with Caxton Associates


Company
Slate of Directors Set for 2007 Annual Meeting


WILSONVILLE, Ore., June 6, 2007 – InFocus®
Corporation (NASDAQ: INFS) today announced that on June 5, 2007 it entered into
a Shareholder Agreement (the “Shareholder Agreement”) with Caxton Associates
L.L.C. (“Caxton”), its largest shareholder, regarding composition of the Board
of Directors and nominations for the election of Directors at its 2007 Annual
Meeting scheduled for July 31, 2007.


Background


On February 23, 2007, the Company entered into a
Settlement Agreement with Caxton whereby Caxton agreed to abandon its plans to call a special
meeting of the Company’s shareholders in exchange for the Company agreeing to
allow Caxton to name up to two designees to the Board of Directors if certain
conditions were not met by April 13, 2007. 
Pursuant to that agreement, Caxton named two designees, J.D. Abouchar
and Bernard Marren, and the Company appointed them to its Board of Directors on
April 17, 2007 after reviewing their qualifications.


Shareholder
Agreement


Under
the Shareholder Agreement, the Company agreed to allow Caxton to immediately
name two additional designees to the Board of Directors.  Caxton has named Bruce Berkoff and Robert B.
Ladd as its designees.  The Company has
reviewed the qualifications of the designees and today formally appointed the
designees to the Board, bringing the total number of directors from six to
eight.


Further,
pursuant to the Shareholder Agreement, the Company has agreed to nominate a
slate of individuals for election to the Board at the Company’s 2007 Annual
Meeting consisting of the four Caxton designees, two of the current directors
who are not Caxton designees, and the new Chief Executive Officer of the
Company should one be hired prior to the 2007 Annual Meeting.  In addition, the Company and Caxton entered
into a confidentiality agreement allowing the parties to share certain
information concerning the ongoing strategic alternatives process as well as
the search process for a new Chief Executive Officer.


New
Directors


Mr. Berkoff is currently
Chairman of the LCD TV Association, a global not-for-profit trade
association.   From late 2005 through
late 2006, Mr. Berkoff was CEO and later Chairman of Enuclia Semiconductor, a
fabless semiconductor company in the HDTV video processor industry.  From 1999 through late 2005, Mr. Berkoff
served as Executive Vice President and Chief Marketing Officer for LG.Philips,
one of the worlds leading LCD manufacturers. 
In addition, Mr. Berkoff serves as a member of the Board of Directors of
Uni-Pixel, Inc. (OTC Bulletin Board:UNXL), a developer of flat panel color
display technology, based in Woodlands, Texas and TVIA (NASDAQ:TVIA), a fabless
semiconductor company focused on digital display processors for televisions
based in Santa Clara, California.  Mr.
Berkoff has over 25 years of experience in the technology industry and earned a
bachelors degree in physics from Princeton University and a graduate degree in
biophysics from the University of California, Berkeley.


Mr. Ladd is presently
Managing Member of Laddcap Value Associates LLC, which serves as General
Partner of Laddcap Value Partners LP. 
Prior to forming his private investment partnership, Mr. Ladd was a
Managing Director at the investment management firm Neuberger Bermanfrom 1986
through 2002 where he served as a securities analyst and portfolio manager for
various high net worth clients of the firm. 
In addition, Mr. Ladd serves as a member of the Board of Directors of
Delcath Systems, Inc.



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(NASDAQ:DCTH), a development
stage company developing a drug delivery system for the introduction of
chemotherapy agents.  Mr. Ladd is a
Chartered Financial Analyst and has over 20 years of experience in the
investment management field and earned a bachelors degree in economics from the
Wharton School, University of Pennsylvania and a Masters in Business
Administration from Northwestern University’s Kellogg School of Management.


2007
Annual Meeting Election of Directors


On
June 6, 2007, the Board of Directors nominated the slate of individuals to
stand for election to the Board of Directors at the Company’s upcoming 2007
Annual Meeting scheduled for July 31, 2007. 
Michael Hallman, currently the Board’s lead independent director, and
Peter Behrendt, currently chairman of the compensation committee of the board,
will stand for reelection along with J.D. Abouchar, Bernard Marren, Bruce
Berkoff, and Robert Ladd.  The Company
plans to mail its proxy statement for its 2007 Annual Meeting on or about June
20, 2007 to shareholders of record as of June 5, 2007.


“We
felt it was important to reach an accord with Caxton regarding composition of
the Board prior to our 2007 Annual Meeting to avoid the distraction of a
potential proxy contest,” said Mike Hallman, lead independent director of
InFocus.  “We have been pleased with the
constructive approach and contributions of J.D. Abouchar and Bernie Marren, the
initial Caxton board designees, and have confidence that Bruce Berkoff and
Robert Ladd will bring additional relevant experience that will benefit the
Company moving forward,” Hallman concluded.


Ross
Taylor, Managing Director of Caxton, added: “We are very pleased with the
accomplishments of the recently restructured board of directors.  We are confident that, in the near future,
the board, as newly reconstituted, will be able to take the further steps
necessary to close the significant valuation gap we believe exists between the
Company’s underlying value and its current stock price.”


Forward-Looking Statements


This
press release includes forward-looking statements.  Investors are cautioned that all
forward-looking statements involve risks and uncertainties and several factors
could cause actual results to differ materially from those in the
forward-looking statements.  Investors
are directed to the Company’s filings with the Securities and Exchange
Commission, including the Company’s 2006 Form 10-K and 2007 Form 10-Q’s, which
are available from the Company without charge, for a more complete description
of the risks and uncertainties relating to forward-looking statements contained
herein as well as to other aspects of the Company’s business.  The forward-looking statements contained in
this press release speak only as of the date on which they are made and neither
the Company nor any other person undertakes any obligation to update any
forward looking statements to reflect events or circumstances after the date of
this press release.


About InFocus
Corporation


InFocus®
Corporation (NASDAQ: INFS) is the industry pioneer and worldwide leader in the
projection market today. Over twenty years of experience and engineering
breakthroughs are at work here, constantly improving what you see in the marketplace,
and delivering immersive audio visual impact in home entertainment, business
and education environments. As the inventor and leader in the category, we
focus on making the presentation of ideas, information and entertainment a
vivid, unforgettable experience. We believe our innovation and products set the
standard for what a big picture experience should be like.


InFocus
Corporation’s global headquarters are located in Wilsonville, Oregon, USA, with
regional offices in Europe and Asia. For more information, visit the InFocus
Corporation web site at www.infocus.com or contact the Company toll-free at
800.294.6400 (U.S. and Canada) or 503.685.8888 worldwide.


InFocus,
IN, Proxima, LiteShow, LP, ASK, ScreenPlay, Play Big, Work Big, Learn Big and
The Big Picture are either registered trademarks or trademarks of InFocus
Corporation in the U.S. and abroad.  “DLP”
is a trademark of Texas Instruments.



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