Exhibit 10.2
                      AMENDED AND RESTATED PROMISSORY NOTE


$800,000                                Sudbury, Massachusetts
                                        As of March 7, 1997 (Originally
                                        dated January 20, 1994 as
                                        previously amended as of
                                        March 30, 1994, June 15, 1995 and
                                        April 5, 1996)

         For value  received,  the  undersigned,  FOCUS  ENHANCEMENTS,  INC.,  a
Delaware  corporation  and LAPIS  TECHNOLOGIES,  INC., a California  corporation
(each a "Borrower"  and  collectively  the  "Borrowers"),  jointly and severally
promise to pay to  SILICON  VALLEY  BANK (the  "Bank") at the office of the Bank
located at 3003 Tasman Drive Santa Clara, California 95054, or to its order, the
lesser of Eight Hundred Thousand Dollars ($800,000) or the outstanding principal
amount hereunder, on March 7, 1998 (the "Maturity Date"), together with interest
on the principal  amount hereof from time to time  outstanding  at a fluctuating
rate per annum  equal to the Prime Rate (as defined  below) plus the  Applicable
Margin (as defined in the Credit  Agreement)  until the Maturity  Date,  payable
monthly in arrears on the first day of each calendar month  occurring  after the
date hereof and on the Maturity Date, provided,  further, however, the Borrowers
agree to make eleven (11)  consecutive  monthly  prepayments of principal in the
amount of Ten Thousand Dollars ($10,000) each, commencing May 1, 1997 and ending
March 1, 1998, provided, further however, the final payment on the Maturity Date
shall be  sufficient  in amount to satisfy all  outstanding  obligations  of the
Borrowers  hereunder.  The  Borrowers  jointly and  severally  promise to pay on
demand interest at a per annum rate of interest equal to the Prime Rate plus the
Applicable  Margin plus 5% on any overdue principal (and to the extent permitted
by law,  overdue  interest).  The Bank's  "Prime  Rate" is the per annum rate of
interest from time to time announced and made effective by the Bank as its Prime
Rate (which rate may or may not be the lowest  rate  available  from the Bank at
any given time).

         Computations  of  interest  shall be made by the Bank on the basis of a
year of 360 days for the actual number of days occurring in the period for which
such interest is payable.

         This  promissory  note amends and restates the terms and  conditions of
the  obligations of the Borrower  under the promissory  note dated as of January
20, 1994 as previously  amended as of March 30, 1994, June 15, 1995 and April 5,
1996 (the  "Original  Note") by the Borrower to the Bank.  Nothing  contained in
this  promissory note shall be deemed to create or represent the issuance of new
indebtedness  or the  exchange by the  Borrower of the  Original  Note for a new
promissory  note.  This note is the  promissory  note  referred to in the Credit
Agreement  herewith by and among the Bank and the Borrowers  (together  with all
related  exhibits and schedules),  as amended as of January 24, 1994,  March 30,
1994, October 6, 1994, June 15, 1995, April 5, 1996 and March 7, 1997 and as the
same may be amended,  modified or  supplemented  from time to time (the  "Credit
Agreement"),  and is  entitled  to the  benefits  thereof  and of the other Loan
Documents  referred  to  therein,  and is  subject  to  optional  and  mandatory
prepayment as provided therein. This note is secured by Security


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                                      - 2 -

Agreements  dated of even date  herewith  each Borrower in favor of the Bank, as
the same may be amended, modified or supplemented from time to time.

         Each  reference  in  each  Loan  Document  (as  defined  in the  Credit
Agreement) to "the Note", "thereof",  "therein",  "thereunder", or words of like
import  referring  to the  Original  Note,  shall mean and be a reference to the
Original Note, as amended and restated hereby.

         Upon the occurrence of any Event of Default  under,  and as defined in,
the Credit  Agreement,  at the option of the Bank,  the  principal  amount  then
outstanding of and the accrued  interest on the advances under this note and all
other amounts payable under this note shall become  immediately due and payable,
without notice (including,  without limitation, notice of intent to accelerate),
presentment,  demand, protest or other formalities of any kind, all of which are
hereby expressly waived by the Borrowers.

         The Bank  shall  keep a record of the amount and the date of the making
of each advance  pursuant to the Credit  Agreement and each payment of principal
with respect  thereto by maintaining a computerized  record of such  information
and printouts of such  computerized  record,  which  endorsement or computerized
record, and the printouts thereof,  shall constitute prima facie evidence of the
accuracy of the information so endorsed.

         The  undersigned  jointly  and  severally  agree to pay all  reasonable
out-of-pocket costs and expenses of the Bank (including, without limitation, the
reasonable fees and expenses of attorneys) in connection with the enforcement of
this note and the other Loan Documents and the  preservation of their respective
rights hereunder and thereunder.

         No delay or  omission on the part of the Bank in  exercising  any right
hereunder  shall  operate as a waiver of such right or of any other right of the
Bank,  nor shall any delay,  omission or waiver on any one  occasion be deemed a
bar to or waiver of the same or any other  right on any  future  occasion.  Each
Borrower and every  endorser or guarantor of this note  regardless  of the time,
order or place of signing  waives  presentment,  demand,  protest and notices of
every kind and assents to any one or more  extensions  or  postponements  of the
time of payment or any other  indulgences,  to any  substitutions,  exchanges or
releases of  collateral  for this note,  and to the additions or releases of any
other parties or persons primarily or secondarily liable.

         THE BORROWERS  ACKNOWLEDGE  THAT THIS NOTE SHALL BE DEEMED DELIVERED TO
THE BANK AND ACCEPTED BY THE BANK IN THE STATE OF CALIFORNIA.

         EACH BORROWER HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY NOW OR HEREAFTER
HAVE TO A JURY TRIAL IN ANY SUIT, ACTION OR PROCEEDING WHICH ARISES OUT OF OR BY
REASON OF THIS NOTE,  ANY LOAN DOCUMENT (AS DEFINED IN THE CREDIT  AGREEMENT) OR
THE TRANSACTIONS CONTEMPLATED HEREBY.



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                                      - 3 -

         BY ITS EXECUTION AND DELIVERY OF THIS NOTE,  EACH BORROWER  ACCEPTS FOR
ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE
NON-EXCLUSIVE   JURISDICTION   OF  ANY  STATE  OR  FEDERAL  COURT  OF  COMPETENT
JURISDICTION IN THE STATE OF CALIFORNIA OR THE  COMMONWEALTH OF MASSACHUSETTS IN
ANY ACTION,  SUIT OR PROCEEDING OF ANY KIND AGAINST IT WHICH ARISES OUT OF OR BY
REASON OF THIS NOTE,  ANY LOAN  DOCUMENT (AS DEFINED IN THE CREDIT  AGREEMENT OR
THE TRANSACTIONS  CONTEMPLATED  HEREBY,  IN ADDITION TO ANY OTHER COURT IN WHICH
SUCH ACTION,  SUIT OR PROCEEDING MAY BE BROUGHT,  IRREVOCABLY AGREES TO BE BOUND
BY ANY FINAL  JUDGMENT  RENDERED BY ANY SUCH COURT IN ANY SUCH  ACTION,  SUIT OR
PROCEEDING  IN WHICH IT SHALL  HAVE  BEEN  SERVED  WITH  PROCESS  IN THE  MANNER
HEREINAFTER PROVIDED, SUBJECT TO EXERCISE AND EXHAUSTION OF ALL RIGHTS OF APPEAL
AND TO THE EXTENT THAT IT MAY  LAWFULLY DO SO,  WAIVES AND AGREES NOT TO ASSERT,
BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE,  IN SUCH ACTION, SUIT OR PROCEEDING
ANY CLAIMS THAT IT IS NOT PERSONALLY  SUBJECT TO THE JURISDICTION OF SUCH COURT,
THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM  ATTACHMENT  OR  EXECUTION,  THAT THE
ACTION, SUIT OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE
THEREOF IS  IMPROPER,  AND AGREES THAT PROCESS MAY BE SERVED UPON IT IN ANY SUCH
ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED BY CHAPTER 223A OF THE GENERAL
LAWS OF MASSACHUSETTS,  RULE 4 OF THE MASSACHUSETTS  RULES OF CIVIL PROCEDURE OR
RULE 4 OF THE FEDERAL RULES OF CIVIL PROCEDURE.

         ALL RIGHTS AND  OBLIGATIONS  HEREUNDER  SHALL BE GOVERNED BY THE LAW OF
THE  COMMONWEALTH  OF  MASSACHUSETTS  AND THIS NOTE  SHALL BE DEEMED TO BE UNDER
SEAL.

                                    FOCUS ENHANCEMENTS, INC.


                                    By: /s/ Harry G. Mitchell
                                         Name: Harry G. Mitchell
                                         Title: Sr. Vice President & CFO



                                    LAPIS TECHNOLOGIES, INC.


                                    By: /s/ Harry G. Mitchell
                                         Name: Harry G. Mitchell
                                         Title: Sr. Vice President & CFO