EXHIBIT 4.1
                          REGISTRATION RIGHTS AGREEMENT

     REGISTRATION  RIGHTS  AGREEMENT  (this  "Agreement"),  dated as of July 29,
1998, by and among FOCUS ENHANCEMENTS,  INC., a corporation  organized under the
laws of the State of Delaware (the "Company"), and PC Video Conversion,  Inc., a
corporation  organized  under  the  laws of the  state  of  California  ("PCV").

                                    WHEREAS:

A.   In connection with the Purchase and Sale Agreement of even date herewith by
     and between the Company and PCV (the "Purchase Agreement"), the Company has
     agreed, upon the terms and subject to the conditions  contained therein, to
     issue  and  sell to PCV  one  hundred  twenty-two  thousand  seven  hundred
     ninety-six  (122,796)  shares of the Company's common stock, par value $.01
     per share,  unregistered with restrictive legends (the "Common Stock"); and
    
B.   To induce PCV to execute and deliver the  Purchase  Agreement,  the Company
     has agreed to provide certain  registration rights under the Securities Act
     of 1933,  as  amended,  and the rules and  regulations  thereunder,  or any
     similar  successor  statute  (collectively,   the  "Securities  Act"),  and
     applicable state securities laws. 

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

1.   DEFINITIONS.

a)   As used in this  Agreement,  the  following  terms shall have the following
     meanings:  

     (i)  "Seller" means PCV. 

     (ii) "register,"  "registered," and "registration"  refer to a registration
          effected  by  preparing  and  filing  a   Registration   Statement  or
          Statements in compliance  with the Securities Act and pursuant to Rule
          415 under the  Securities  Act or any  successor  rule  providing  for
          offering  securities  on a  continuous  basis  ("Rule  415"),  and the
          declaration  or  ordering  of  effectiveness   of  such   Registration
          Statement by the United States Securities and Exchange Commission (the
          "SEC").

     (iii)"Registrable  Securities"  means the Common  Shares issued or issuable
          pursuant to the  Purchase  Agreement.  

     (iv) "Registration  Statement"  means  any  registration  statement  of the
          Company under the Securities Act required to be filed pursuant  hereto

                                    
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          (including  all  amendments or  supplements  to any such  Registration
          Statement).

b)   Capitalized  terms used herein and not otherwise  defined herein shall have
     the  respective   meanings  set  forth  in  the  Purchase   Agreement.

2.   REGISTRATION.

a)   Mandatory Registration. The Company shall use its diligent business efforts
     to ensure the registration of the Registrable Securities by the one hundred
     twentieth (120th) day following the date hereof.  In connection  therewith,
     the Company shall  prepare,  and, as soon as  practicable,  but in no event
     later than,  on or before the one hundred  twentieth  (120th) day following
     the date  hereof  (the  "Filing  Date"),  file with the SEC a  Registration
     Statement on Form S-3 or, if Form S-3 is not then  available,  on such form
     of Registration  Statement as is then available to effect a registration of
     all  of the  Registrable  Securities,  covering  the  resale  of all of the
     Registrable Securities.  

b)   Eligibility  for Form S-3. The Company  represents and warrants that, as of
     the date of this agreement,  it meets the  requirements for the use of Form
     S-3 for  registration  of the sale by Seller and any transferee or assignee
     of the  Registrable  Securities  and the  Company  shall  file all  reports
     required to be filed by the Company  with the SEC in a timely  manner so as
     to maintain such eligibility for the use of Form S-3. 

3.   OBLIGATIONS  OF THE COMPANY.  

          In connection with the registration of the Registrable Securities, the
     Company shall have the following obligations:

c)   The Company shall prepare and file with the SEC the Registration  Statement
     required by Section 2(a) as soon as practicable  after the date hereof (but
     in no event  later  than the  Filing  Date),  and cause  such  Registration
     Statement relating to Registrable Securities to become effective as soon as
     practicable  after  such  filing,  and  keep  the  Registration   Statement
     effective  pursuant  to Rule 415 at all  times  until  such  date as is the
     earlier  of (i) the date on which all of the  Registrable  Securities  have
     been sold and (ii) the date on which all of the Registrable  Securities (in
     the reasonable opinion of counsel to Seller) may be immediately sold to the
     public without  registration  or restriction  pursuant to Rule 144(k) under
     the Securities Act or any successor provision (the "Registration  Period"),
     which  Registration  Statement  (including  any  amendments or  supplements
     thereto and prospectuses  contained therein and all documents  incorporated
     by reference  therein) shall not contain any untrue statement of a material
     fact or omit to state a material  fact  required to be stated  therein,  or
     necessary to make the statements therein not misleading.

d)   The Company shall prepare and file with the SEC such amendments  (including
     post-effective  amendments) and supplements to the  Registration  Statement

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     and the prospectus  used in connection with the  Registration  Statement as
     may be necessary to keep the Registration  Statement effective at all times
     during the Registration  Period,  and, during such period,  comply with the
     provisions of the  Securities  Act with respect to the  disposition  of all
     Registrable Securities of the Company covered by the Registration Statement
     until such time as all of such Registrable Securities have been disposed of
     in accordance with the intended methods of disposition by Seller or sellers
     thereof as set forth in the Registration Statement.

e)   The Company shall furnish to Seller (i) promptly after the same is prepared
     and publicly  distributed,  filed with the SEC, or received by the Company,
     one copy of the  Registration  Statement  and any amendment  thereto,  each
     preliminary  prospectus,  final prospectus and each amendment or supplement
     thereto,  and each letter written by or on behalf of the Company to the SEC
     or the staff of the SEC regarding the  registrable  securities  (including,
     without  limitation,  any request to accelerate  the  effectiveness  of any
     Registration   Statement   or   amendment   thereto),   and  each  item  of
     correspondence  from the SEC or the staff of the SEC, in each case relating
     to such  Registration  Statement  (other than any portion,  if any, thereof
     which contains  information  for which the Company has sought  confidential
     treatment), (ii) on the date of effectiveness of the Registration Statement
     or any amendment thereto, a notice stating that the Registration  Statement
     or amendment has been declared  effective,  and (iii) such number of copies
     of a prospectus, including a preliminary prospectus, and all amendments and
     supplements  thereto  and such other  documents  as Seller  may  reasonably
     request  in  order  to  facilitate  the   disposition  of  the  Registrable
     Securities owned by Seller.

f)   The  Company  shall use its best  efforts to (i)  register  and qualify the
     Registrable  Securities  covered by the  Registration  Statement under such
     other securities or "blue sky" laws of the  Commonwealth of  Massachusetts,
     (ii) prepare and file such amendments (including post-effective amendments)
     and  supplements  to  such  registrations  and  qualifications  as  may  be
     necessary to maintain the  effectiveness  thereof  during the  Registration
     Period,  (iii) take such other actions as may be necessary to maintain such
     registrations  and  qualifications  in  effect  at  all  times  during  the
     Registration  Period, and (iv) take all other actions reasonably  necessary
     or advisable to qualify the Registrable Securities for sale in the state of
     California;  provided,  however,  that the Company shall not be required in
     connection  therewith  or as a  condition  thereto  to  (a)  qualify  to do
     business in any  jurisdiction  where it would not  otherwise be required to
     qualify but for this Section 3(d), (b) subject  itself to general  taxation
     in any such jurisdiction,  (c) file a general consent to service of process
     in any such  jurisdiction,  (d)  provide  any  undertakings  that cause the
     Company undue  expense or burden,  or (e) make any change in its charter or
     bylaws, which in each case the Board of Directors of the Company determines
     to be contrary to the best  interests of the Company and its  stockholders.

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g)   As promptly as practicable  after becoming aware of such event, the Company
     shall notify Seller of the happening of any event, of which the Company has
     knowledge, as a result of which the prospectus included in the Registration
     Statement,  as then in effect,  includes an untrue  statement of a material
     fact or omission to state a material fact required to be stated  therein or
     necessary to make the statements  therein not misleading,  and use its best
     efforts  promptly to prepare a supplement or amendment to the  Registration
     Statement  to correct such untrue  statement  or omission,  and deliver one
     such supplement or amendment to Seller.

h)   The Company  shall use its best efforts to prevent the issuance of any stop
     order or other  suspension of  effectiveness  of a Registration  Statement,
     and, if such an order is issued,  to obtain the withdrawal of such order at
     the  earliest  practicable  moment  (including  in each case by amending or
     supplementing  such  Registration  Statement)  and to notify  Seller of the
     issuance of such order and the resolution thereof (and if such Registration
     Statement is supplemented or amended, deliver such number of copies of such
     supplement  or  amendment  to  Seller as Seller  may  reasonably  request).
 
i)   The  Company  shall  hold in  confidence  and not  make any  disclosure  of
     information concerning Seller provided to the Company unless (i) disclosure
     of such information is necessary to comply with federal or state securities
     laws,  (ii) the  disclosure  of such  information  is necessary to avoid or
     correct a misstatement or omission in any Registration Statement, (iii) the
     release of such  information  is ordered  pursuant  to a subpoena  or other
     order from a court or  governmental  body of competent  jurisdiction,  (iv)
     such information has been made generally available to the public other than
     by  disclosure in violation of this or any other  agreement,  or (v) Seller
     consents to the form and content of any such disclosure. The Company agrees
     that it shall, upon learning that disclosure of such information concerning
     Seller  is  sought  in or by a court  or  governmental  body  of  competent
     jurisdiction or through other means,  give prompt notice to Seller prior to
     making such  disclosure,  and allow  Seller,  at its expense,  to undertake
     appropriate  action to  prevent  disclosure  of, or to obtain a  protective
     order for, such information.

j)   The  Company  shall  comply  with  all  applicable   laws  related  to  the
     Registration  Statement  and  offering  and  sale  of  securities  and  all
     applicable rules and regulations of governmental  authorities in connection
     therewith  (including,  without  limitation,  the  Securities  Act  and the
     Securities Exchange Act of 1934, as amended,  and the rules and regulations
     promulgated by the SEC.)

          All  obligations of the Company under this Section 3 (except for those
     obligations  set forth in paragraph (l) of this Section 3) shall  terminate
     as soon as Seller no longer owns any Registrable Securities.

4.   OBLIGATIONS OF THE SELLER.

          In connection with the registration of the Registrable Securities, the
     Seller shall have the following obligations:

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a)   It shall be a  condition  precedent  to the  obligations  of the Company to
     complete the  registration  pursuant to this  Agreement with respect to the
     Registrable  Securities of Seller, that Seller shall furnish to the Company
     such information  regarding itself,  the Registrable  Securities held by it
     and the intended method of disposition of the  Registrable  Securities held
     by it as shall be reasonably  required to effect the  registration  of such
     Registrable  Securities and shall execute such documents in connection with
     such registration as the Company may reasonably request.

b)   Seller,  by Seller's  acceptance of the Registrable  Securities,  agrees to
     cooperate  with the  Company  as  reasonably  requested  by the  Company in
     connection with the preparation  and filing of the  Registration  Statement
     hereunder.  

c)   Seller  agrees  that,  upon  receipt of any notice  from the Company of the
     happening  of any event of the kind  described  in  Sections  3(e) or 3(f),
     Seller will immediately  discontinue  disposition of Registrable Securities
     pursuant to the Registration Statement covering such Registrable Securities
     until  Seller's  receipt  of the  copies  of the  supplemented  or  amended
     prospectus contemplated by Sections 3(e) or 3(f) and, if so directed by the
     Company,  Seller  shall  deliver  to the  Company  (at the  expense  of the
     Company)  or  destroy  (and  deliver  to  the  Company  a  certificate   of
     destruction)  all copies in such  Seller's  possession,  of the  prospectus
     covering such Registrable Securities current at the time of receipt of such
     notice.

5.   EXPENSES OF REGISTRATION.

          All reasonable  expenses  incurred in connection  with  registrations,
     filings  or  qualifications  pursuant  to  Section  2,  including,  without
     limitation, all registration, listing and qualifications fees, printers and
     accounting  fees,  the fees and  disbursements  of counsel  for the Company
     shall be borne by the Company.

6.   INDEMNIFICATION.

          In the event any Registrable Securities are included in a Registration
     Statement under this Agreement:

a)   To the extent  permitted by law, the Company will indemnify,  hold harmless
     and defend (i) Seller, and (ii) the directors, officers, partners, members,
     employees, agents and each person who controls Seller within the meaning of
     Section 15 of the Securities  Act or Section 20 of the Securities  Exchange
     Act  of  1934,  as  amended  (the  "Exchange   Act"),  if  any,  (each,  an
     "Indemnified  Person"),  against  any  joint  or  several  losses,  claims,
     damages,  liabilities  or expenses  (collectively,  together  with actions,
     proceedings or inquiries by any regulatory or self-regulatory organization,
     whether commenced or threatened, in respect thereof, "Claims") to which any
     of them may become subject insofar as such Claims arise out of or are based
     upon: (i) any untrue  statement or alleged  untrue  statement of a material

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     fact in a  Registration  Statement or the  omission or alleged  omission to
     state  therein a material  fact  required to be stated or necessary to make
     the statements therein not misleading, (ii) any untrue statement or alleged
     untrue statement of a material fact contained in any preliminary prospectus
     if used prior to the  effective  date of such  Registration  Statement,  or
     contained  in the final  prospectus  (as  amended or  supplemented,  if the
     Company files any amendment thereof or supplement  thereto with the SEC) or
     the  omission  or alleged  omission  to state  therein  any  material  fact
     necessary  to  make  the   statements   made  therein,   in  light  of  the
     circumstances under which the statements therein were made, not misleading,
     or  (iii)  any  violation  or  alleged  violation  by  the  Company  of the
     Securities  Act, the Exchange  Act, any other  applicable  securities  law,
     including,  without  limitation,  any state  securities law, or any rule or
     regulation  thereunder  relating  to the  offer or sale of the  Registrable
     Securities  (the matters in the foregoing  clauses (i) through (iii) being,
     collectively,  "Violations").  Subject  to the  restrictions  set  forth in
     Section 6(c) with respect to the number of legal counsel, the Company shall
     reimburse the Seller and each other  Indemnified  Person,  promptly as such
     expenses are incurred and are due and  payable,  for any  reasonable  legal
     fees or other  reasonable  expenses  incurred  by them in  connection  with
     investigating or defending any such Claim.  Notwithstanding anything to the
     contrary contained herein, the indemnification  agreement contained in this
     Section 6(a): (i) shall not apply to a Claim arising out of or based upon a
     Violation which occurs in reliance upon and in conformity with  information
     furnished in writing to the Company by such  Indemnified  Person  expressly
     for use in the  Registration  Statement  or any such  amendment  thereof or
     supplement  thereto;  (ii) shall not apply to amounts paid in settlement of
     any Claim if such settlement is effected  without the prior written consent
     of the Company, which consent shall not be unreasonably withheld; and (iii)
     with respect to any preliminary prospectus,  shall not inure to the benefit
     of any Indemnified  Person if the untrue  statement or omission of material
     fact  contained in the  preliminary  prospectus  was  corrected on a timely
     basis in the prospectus, as then amended or supplemented, if such corrected
     prospectus  was timely made  available  by the Company  pursuant to Section
     3(c) hereof, and the Indemnified Person was promptly advised in writing not
     to use the incorrect prospectus prior to the use giving rise to a Violation
     and such Indemnified  Person,  notwithstanding  such advice,  used it. Such
     indemnity  shall  remain  in  full  force  and  effect  regardless  of  any
     investigation  made by or on behalf  of the  Indemnified  Person  and shall
     survive the transfer of the  Registrable  Securities by Seller  pursuant to
     Section 9 hereof.

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b)   In  connection  with  any   Registration   Statement  in  which  Seller  is
     participating, Seller agrees to indemnify, hold harmless and defend, to the
     same extent and in the same manner set forth in Section 6(a),  the Company,
     each of its  directors,  each of its  officers  who signs the  Registration
     Statement, its employees,  agents and each person, if any, who controls the
     Company  within the meaning of Section 15 of the  Securities Act or Section
     20 of the  Exchange  Act,  and any  other  stockholder  selling  securities
     pursuant to the Registration  Statement or any of its directors or officers
     or any person  who  controls  such  stockholder  within the  meaning of the
     Securities  Act or the Exchange  Act  (collectively  and  together  with an
     Indemnified Person, an "Indemnified Party"), against any Claim to which any
     of them may become  subject,  under the Securities Act, the Exchange Act or
     otherwise,  insofar  as such  Claim  arises  out of or is  based  upon  any
     Violation,  in each case to the extent (and only to the  extent)  that such
     Violation   occurs  in  reliance  upon  and  in  conformity   with  written
     information  furnished  to the  Company  by  Seller  expressly  for  use in
     connection with such  Registration  Statement;  and subject to Section 6(c)
     Seller  will  reimburse  any  legal or  other  expenses  (promptly  as such
     expenses are incurred and are due and payable)  reasonably incurred by them
     in connection  with  investigating  or defending any such Claim;  provided,
     however,  that the indemnity agreement contained in this Section 6(b) shall
     not apply to amounts paid in settlement of any Claim if such  settlement is
     effected  without the prior written consent of Seller,  which consent shall
     not be unreasonably withheld; provided, further, however, that Seller shall
     be liable under this Agreement  (including this Section 6(b) and Section 7)
     for only that amount as does not exceed the net proceeds  actually received
     by Seller as a result of the sale of  Registrable  Securities  pursuant  to
     such Registration Statement.  Such indemnity shall remain in full force and
     effect  regardless  of any  investigation  made  by or on  behalf  of  such
     Indemnified  Party.  Notwithstanding  anything  to the  contrary  contained
     herein, the  indemnification  agreement contained in this Section 6(b) with
     respect to any preliminary prospectus shall not inure to the benefit of any
     Indemnified  Party if the untrue  statement  or omission  of material  fact
     contained in the preliminary  prospectus was corrected on a timely basis in
     the prospectus, as then amended or supplemented,  and the Indemnified Party
     failed to utilize such corrected prospectus. 

c)   Promptly after receipt by an Indemnified  Person or Indemnified Party under
     this Section 6 of notice of the  commencement of any action  (including any
     governmental  action),  such Indemnified Person or Indemnified Party shall,
     if a Claim in respect  thereof is to made  against any  indemnifying  party
     under this Section 6, deliver to the indemnifying party a written notice of
     the commencement  thereof,  and the indemnifying party shall have the right
     to participate  in, and, to the extent the  indemnifying  party so desires,
     jointly with any other  indemnifying  party  similarly  noticed,  to assume
     control of the defense  thereof with counsel  mutually  satisfactory to the
     indemnifying  party and the Indemnified Person or the Indemnified Party, as

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     the case may be; provided,  however, that such indemnifying party shall not
     be entitled to assume such defense and an Indemnified Person or Indemnified
     Party  shall  have the right to retain  its own  counsel  with the fees and
     expenses  to be paid  by the  indemnifying  party,  if,  in the  reasonable
     opinion of counsel retained by the indemnifying  party, the  representation
     by such  counsel of the  Indemnified  Person or  Indemnified  Party and the
     indemnifying  party  would be  inappropriate  due to  actual  or  potential
     conflicts of interest between such Indemnified  Person or Indemnified Party
     and any other party  represented by such counsel in such  proceeding or the
     actual or potential  defendants  in, or targets of, any such action include
     both the Indemnified  Person or the Indemnified  Party and the indemnifying
     party and any such  Indemnified  Person  or  Indemnified  Party  reasonably
     determines that there may be legal defenses  available to such  Indemnified
     Person or  Indemnified  Party  which are  different  from or in addition to
     those available to such  indemnifying  party. The indemnifying  party shall
     pay for only one separate legal counsel for the Indemnified  Persons or the
     Indemnified  Parties,  as  applicable,  and  such  legal  counsel  shall be
     selected by Seller, if the Seller is entitled to indemnification hereunder,
     or by the Company, if the Company is entitled to indemnification hereunder,
     as applicable.  The failure to deliver  written notice to the  indemnifying
     party within a reasonable time of the commencement of any such action shall
     not relieve such  indemnifying  party of any  liability to the  Indemnified
     Person or Indemnified Party under this Section 6, except to the extent that
     the indemnifying party is actually prejudiced in its ability to defend such
     action.  The  indemnification  required by this  Section 6 shall be made by
     periodic   payments  of  the  amount  thereof  during  the  course  of  the
     investigation  or defense,  as such expense,  loss,  damage or liability is
     incurred and is due and payable.

7.   CONTRIBUTION. 

          To  the  extent  any  indemnification  by  an  indemnifying  party  is
     prohibited  or limited by law,  the  indemnifying  party agrees to make the
     maximum  contribution  with  respect  to any  amounts  for  which  it would
     otherwise be liable under Section 6 to the fullest extent permitted by law;
     provided,   however,   that  (i)  no  contribution   shall  be  made  under
     circumstances   where  the  maker   would   not  have   been   liable   for
     indemnification  under the fault  standards set forth in Section 6, (ii) no
     person  guilty of  fraudulent  misrepresentation  (within  the  meaning  of
     Section 11(f) of the Securities Act) shall be entitled to contribution from
     any seller of Registrable  Securities who was not guilty of such fraudulent
     misrepresentation,    and   (iii)    contribution    (together   with   any
     indemnification or other obligations under this Agreement) by any seller of
     Registrable  Securities  shall be  limited  in amount to the net  amount of
     proceeds  received  by such  seller  from  the  sale  of  such  Registrable
     Securities.

8.   AMENDMENT OF  REGISTRATION  RIGHTS. 

          Provisions of this Agreement may be amended and the observance thereof
     may be waived  (either  generally  or in a  particular  instance and either
     retroactively or  prospectively),  only with written consent of the Company
     and  Seller.  Any  amendment  or waiver  effected in  accordance  with this
     Section 10 shall be binding upon Seller and the Company.

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9.   MISCELLANEOUS.

a)   A person or entity  is  deemed  to be a holder  of  Registrable  Securities
     whenever such person or entity owns of record such Registrable  Securities.
     If the Company receives conflicting instructions, notices or elections from
     two or more  persons  or  entities  with  respect  to the same  Registrable
     Securities, the Company shall act upon the basis of instructions, notice or
     election received from the registered owner of such Registrable Securities.
     

b)   Any  notices  required  or  permitted  to be given  under the terms of this
     Agreement  shall be sent by certified or  registered  mail (return  receipt
     requested) or delivered  personally or by courier or by confirmed telecopy,
     and shall be  effective  five (5) days after being  placed in the mail,  if
     mailed, or upon receipt or refusal of receipt,  if delivered  personally or
     by courier or confirmed  telecopy,  in each case addressed to a party.  The
     addresses for such communications shall be:

If to the Seller:

                              Attn: Steve Wood
                              PC Video Conversion, Inc.
                              16120 Caputo Drive, Suite A
                              Morgan Hill, CA 95037
                              Tel: (408) 779-1280
                              Fax: (408) 779-7868

With a copy to:

                              John Teter, Esq.
                              Suite 301
                              1550 The Alameda
                              San Jose, CA 95126
                              Tel: (408) 289-8044
                              Fax: (408) 289-8046


and to  Company  if  delivered  personally,  sent  by  facsimile  or  nationally
recognized  overnight  delivery  service,  or mailed by certified mail,  postage
prepaid, addressed to:

                              Attn:    Thomas L. Massie
                              FOCUS Enhancements, Inc.
                              142 North Road 
                              Sudbury, Massachusetts 01776
                              Tel: (978) 371-2000
                              Fax: (978) 371-8471


with a copy to:

                              Attn:    General Counsel
                              FOCUS Enhancements, Inc.

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                              142 North Road
                              Sudbury, Massachusetts 01776
                              Tel: (978) 371-8420
                              Fax: (978) 371-8471

c)   Failure of any party to exercise any right or remedy  under this  Agreement
     or otherwise, or delay by a party in exercising such right or remedy, shall
     not operate as a waiver thereof.

d)   This  Agreement  shall be governed by and construed in accordance  with the
     laws of The Commonwealth of Massachusetts  applicable to contracts made and
     to be performed in The Commonwealth of  Massachusetts.  Seller  irrevocably
     consents to the  jurisdiction  of the United States  federal courts and the
     state courts located in The  Commonwealth of  Massachusetts  in any suit or
     proceeding based on or arising under this Agreement and irrevocably  agrees
     that all claims in respect of such suit or proceeding  may be determined in
     such courts. Seller irrevocably waives the defense of an inconvenient forum
     to the  maintenance of such suit or proceeding.  Seller further agrees that
     service of process upon Seller,  mailed by first class mail shall be deemed
     in every respect  effective service of process upon Seller in any such suit
     or  proceeding.  Nothing  herein shall affect the Company's  right to serve
     process in any other manner  permitted by law.  Seller  agrees that a final
     non-appealable  judgment in any such suit or proceeding shall be conclusive
     and may be enforced in other  jurisdictions  by suit on such judgment or in
     any other  lawful  manner.  

e)   This  Agreement  and the Purchase  Agreement  (including  all schedules and
     exhibits thereto)  constitute the entire agreement among the parties hereto
     with respect to the subject  matter hereof and thereof.  This Agreement and
     the Purchase  Agreement  supersede all prior agreements and  understandings
     among the parties  hereto with  respect to the  subject  matter  hereof and
     thereof.  

f)   Subject to the requirements of Section 9 hereof, this Agreement shall inure
     to the benefit of and be binding upon the successors and assigns of each of
     the parties hereto.

g)   The headings in this  Agreement are for  convenience  of reference only and
     shall not limit or otherwise affect the meaning hereof.

h)   This Agreement may be executed in two or more  counterparts,  each of which
     shall be deemed an original but all of which shall  constitute  one and the
     same agreement.  This Agreement, once executed by a party, may be delivered
     to the other  party  hereto  by  facsimile  transmission  of a copy of this
     Agreement  bearing the signature of the party so delivering this Agreement.
     

i)   Each party 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 the other party may

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<PAGE>

     reasonably  request  in order to carry out the intent  and  accomplish  the
     purposes  of  this  Agreement  and  the  consummation  of the  transactions
     contemplated hereby.

j)   For purposes of this Agreement, the term "business day" means any day other
     than a Saturday  or Sunday or a day on which  banking  institutions  in the
     State  of New  York are  authorized  or  obligated  by law,  regulation  or
     executive order to close. 

     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed as of the date first above written.

COMPANY:

FOCUS ENHANCEMENTS, INC.



By:
Name:    Thomas L. Massie
Its:     Chief Executive Officer

SELLER:

PC VIDEO CONVERSION, INC.



By:
Name:    Steve Wood
Its:     President



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