EXHIBIT
10.2


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).


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



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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

  
								



 



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