Exhibit 10.61

THIS  NOTE AND ALL  SECURITIES  ISSUED  UPON  CONVERSION  OF THIS NOTE HAVE BEEN
ACQUIRED FOR  INVESTMENT  PURPOSES ONLY AND MAY NOT BE  TRANSFERRED  UNTIL (i) A
REGISTRATION  STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")
SHALL HAVE BECOME  EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY
OF AN OPINION OF COUNSEL  REASONABLY  SATISFACTORY  TO THE COMPANY TO THE EFFECT
THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED
TRANSFER NOR IS IN VIOLATION  OF ANY  APPLICABLE  STATE  SECURITIES  LAWS.  THIS
LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE.

                            FOCUS ENHANCEMENTS, INC.

                       Secured Convertible Promissory Note

$650,000                                                           June 29, 2001



         FOR VALUE RECEIVED,  FOCUS  Enhancements,  Inc, a Delaware  corporation
(the "Company"), with its principal office at 1370 Dell Ave, Campbell, CA 95118,
unconditionally  promises  to pay to the order of Carl Berg (the  "Payee" or the
"Holder"),  or registered assigns, the principal amount of Six Hundred and Fifty
Thousand  Dollars  ($650,000) or such amount thereof as may be outstanding  (the
principal  balance  as it may  change  from time to time  being  the  "Principal
Amount") on January 3, 2002 (the  "Maturity  Date")  together  with  accrued and
unpaid interest  thereon,  in the manner set forth herein.  The Company may draw
down under this Note in one or more  drawdowns of not less than  $100,000 at any
time prior to January 3, 2002.  Each such  drawdown  shall be noted on Exhibit A
attached  to this  Note.  The  Company  further  agrees to pay  interest  on the
Principal  Amount at the rate per annum of "Prime"  rate of interest  plus 1% on
the outstanding  Principal Amount.  The Principal Amount is payable in such coin
or currency of the United  States of America as at the time of payment  shall be
legal  tender for the payment of public and  private  debts.  Interest  shall be
calculated  from and  including  from the date of this Note to but not including
the date such Principal  Amount has been repaid in full.  Interest shall be paid
quarterly  (based  upon a  calendar  quarter)  on the  twenty-fifth  day of each
quarter and shall be  calculated  on the basis of a 365-day or 366-day  year, as
the case may be,  for the  actual  number of days  elapsed.  The  Prime  rate of
interest rate shall be determined on the date of this Note and shall be adjusted
every July 1 and January 1 of each year (the "Interest Rate Determination Date")
based on the Prime rate published in Western  Edition of The Wall Street Journal
on the last business day immediately  preceding the Interest Rate  Determination
Date.

         Each payment by the Company pursuant to this Note shall be made without
set-off or counterclaim and in immediately available funds.

         The Company (i) waives  presentment,  demand,  protest or notice of any
kind  (other  than  notice of  default)  in  connection  with this Note and (ii)
agrees, in the event of an Event of Default,  to pay to the holder of this Note,
on demand, all reasonable costs and expenses  (including legal fees) incurred in
connection with the enforcement and collection of this Note.


<PAGE>
     1. Security Agreement. This Note is entitled to the benefit of that certain
Security  Agreement,  dated as of October 26, 2000 between Payee and the Company
(as amended from time to time hereafter, the "Security Agreement"),  pursuant to
which Payee is granted a first priority  security interest in the Collateral (as
such term is defined in the Security  Agreement).  This Note shall be subject to
the terms and conditions set forth in such Security Agreement.

     2. Conversion into Common Stock.

         A.  Conversion.  Upon the occurrence of a Triggering  Event (as defined
herein), the Principal Amount of this Note shall, at the discretion of Payee, be
converted into such number of shares of common stock, $0.01 par value per share,
of the  Company  ("Common  Stock"),  equal to the  Principal  Amount of the Note
divided by the Conversion  Price (as defined below).  Upon the conversion of the
Principal  Amount into Common Stock,  the Company shall deliver to the Payee the
required  Common  Stock and take all action  necessary  to register  such Common
Stock under the Securities Act of 1933, as amended, as soon as practicable.

         B. Conversion  Price.  The Conversion Price shall be $1.07 per share of
Common  Stock,  which is equal to the closing  price of the Common Stock on June
28, 2001, the last trading day immediately preceding the date of this note.

         C. Triggering  Event. For the purpose of this Note , a Triggering Event
is the occurrence of both of the following  events:  (i) the Company has settled
or resolved  all  litigation  matters  regarding  CRA  Associates,  Inc. and the
shareholder  derivative  litigation  which exists as of the date of this Note as
described in the Company's  10-Q for the quarter  ended  September 30, 2000 (the
"Litigation");  and (ii) the Company has  reported a profit for two  consecutive
quarters at or after the settlement or resolution of the Litigation.

         D. Optional Conversion.  The Note can also be converted pursuant to the
conversion  mechanism set forth in Section 2.A above at any time upon the mutual
agreement of the Company and the Holder.  Furthermore,  the Holder, upon written
notice to the  Company,  can elect to accept  payment of interest on the Note in
the form of Common  Stock.  The  value of such  Common  Stock  issued in lieu of
interest payments shall be based on the average of the closing bid and ask price
of the Common  Stock on the last  trading  day  immediately  preceding  the date
interest is payable.

         E.  Mechanics of  Conversion.  In the event Payee has chosen to convert
the outstanding Principal Amount pursuant to Section 2.D above, Payee shall give
written notice to the Company of its election to effectuate  such  conversion on
the date specified in such notice (such date,  the  "Conversion  Date").  On the
Conversion   Date,  the   outstanding   Principal   Amount  shall  be  converted
automatically  into the Common Stock at the  Conversion  Price  without  further
action by the Payee and  whether  or not this Note has been  surrendered  to the
Company or its transfer  agent,  and Payee shall be deemed to be the shareholder
of record as of the Conversion Date with respect to the Common Stock. Any unpaid
interest will be immediately due and payable. Within fourteen days subsequent to
the  Conversion  Date,  Payee  shall  surrender  this Note to the Company or its
transfer agent,  duly marked  cancelled and, in exchange  therefor,  Payee shall
receive from the Company share  certificates  evidencing the Common Stock in the
name or names in which Payee wishes such  certificate  or  certificates  for the
Common Stock to be issued. If within fourteen days of the Conversion Date, Payee
is unable to deliver  this Note,  Payee shall notify the Company or its transfer
agent that such Note has been lost, stolen or destroyed and shall deliver to the
Company a written  acknowledgement that the obligations  evidenced by this Note,
shall have been upon the  Conversion  Date, be deemed fully  satisfied,  and, if
requested  by  the  Company,   Payee  shall  execute  an  agreement   reasonably
satisfactory  to the Company to indemnify  the Company from any loss incurred by
it in connection with inability of Payee to deliver such Note.

<PAGE>
         F. Issue  Taxes.  The  Company  shall pay any and all stamp,  issue and
other  taxes that may be payable in respect of the  issuance  or delivery of the
Common Stock.

         G. Reservation of Stock Issuable Upon Conversion.  The Company shall at
all times reserve and keep available out of its  authorized but unissued  shares
of Common Stock, solely for the purpose of effecting the conversion of this Note
as  described  in this Section 2, such number of its shares of Common Stock from
time to time issuable upon the conversion  hereof. If at any time such number of
authorized but unissued shares of Common Stock shall not be sufficient to effect
the conversion of this Note, the Company will take all such corporate  action as
may be necessary to increase its authorized but unissued shares of Common Stock,
to such number of shares as shall be  sufficient  for such  purpose,  including,
without  limitation,   obtaining  the  requisite  stockholder  approval  of  any
necessary amendment to the Company's certificate of incorporation.

         H.  Fractional  Shares.  No fractional  shares shall be issued upon the
conversion of this Note into the Common Stock. If the conversion would result in
the issuance of a fraction of a share of Common  Stock,  the Company  shall,  in
lieu of issuing any  fractional  share,  pay Payee who is otherwise  entitled to
such fraction a sum in cash equal to the average of the bid and ask price of the
Common Stock on the last day of trading prior to the Conversion Date.

     3.  Consolidation; Merger; Reclassification.

         A. In case of any  consolidation  with or merger of the Company with or
into  another  corporation  (other than a merger or  consolidation  in which the
Company is the  surviving or  continuing  corporation),  or in case of any sale,
lease, or conveyance to another corporation of substantially all of the property
and assets of any nature of the Company, such successor,  leasing, or purchasing
corporation,  as the case may be,  shall (i)  execute  with  Payee an  agreement
providing that Payee shall have the right  thereafter to receive upon conversion
of this Note solely the kind and amount of shares of stock and other securities,
property,  cash, or any combination  thereof receivable upon such consolidation,
merger, sale, lease, or conveyance by a holder of the number of shares of Common
Stock into which this Note might have been converted  immediately  prior to such
consolidation,  merger,  sale,  lease,  or  conveyance;  and (ii) make effective
provision in its certificate of  incorporation  or otherwise,  if necessary,  to
effect such agreement.

         B. In case of any  reclassification  or change of the  shares of Common
Stock issuable upon  conversion of this Note in accordance with Section 2 hereof
(other  than a change  in par  value or from no par  value  to a  specified  par
value),  or in case of any  consolidation or merger of another  corporation into
the  Company in which the  Company is the  continuing  corporation  and in which
there is a  reclassification  or  change  (including  a change  to the  right to
receive cash or other  property) of the shares of Common Stock issuable upon the
conversion of this Note in accordance with Section 2 hereof (other than a change
in par value,  or from no par value to a specified par value),  Payee shall have
the right thereafter to receive upon conversion of this Note solely the kind and
amount  of  shares  of  stock  and  other  securities,  property,  cash,  or any
combination   thereof   receivable   upon   such    reclassification,    change,
consolidation,  or merger by a holder  of the  number of shares of Common  Stock
into  which  this Note  might  have  been  converted  immediately  prior to such
reclassification, change, consolidation, or merger.

         C. The above  provisions  of this  Section 3 shall  similarly  apply to
successive  reclassifications  and  changes  of shares  of  Common  Stock and to
successive consolidations, mergers, sales, leases, or conveyances.

     4.  Covenants of Company

         A.  Affirmative  Covenants.  The Company  covenants and agrees that, so
long as this Note shall be  outstanding,  it will  perform the  obligations  set
forth in this Section 4A:

<PAGE>
              (i) Taxes and Levies.  The Company will promptly pay and discharge
all taxes,  assessments,  and  governmental  charges or levies  imposed upon the
Company or upon its income and profits, or upon any of its property,  before the
same shall become  delinquent,  as well as all claims for labor,  materials  and
supplies which, if unpaid, might become a lien or charge upon such properties or
any part thereof;  provided,  however, that the Company shall not be required to
pay and discharge any such tax, assessment, charge, levy or claim so long as the
validity thereof shall be contested in good faith by appropriate proceedings and
the Company shall set aside on its books  adequate  reserves in accordance  with
generally accepted accounting  principles ("GAAP") with respect to any such tax,
assessment, charge, levy or claim so contested;

              (ii) Maintenance of Existence.  The Company will do or cause to be
done all things  reasonably  necessary  to  preserve  and keep in full force and
effect its corporate  existence,  rights and franchises and comply with all laws
applicable  to the Company,  except where the failure to comply would not have a
material adverse effect on the Company;

              (iii)  Maintenance  of  Properties.  The Company will at all times
maintain,  preserve,  protect  and keep its  properties  used or  useful  in the
conduct of its business in good repair,  working order and  condition,  and from
time to time make all needful and proper  repairs,  renewals,  replacements  and
improvements  thereto  as shall be  reasonably  required  in the  conduct of its
business;

              (iv) Books and  Records.  The Company  will at all times keep true
and correct books,  records and accounts  reflecting all of its business affairs
and  transactions  in accordance with GAAP. Such books and records shall be open
at reasonable times and upon reasonable notice to the inspection of the Payee or
its agents; and

              (v)  Compliance  with  Obligations,  Laws,  Etc. The Company shall
comply with all of the obligations  which it has incurred or to which it becomes
subject pursuant to any contract or agreement,  whether oral or written, express
or implied,  the breach of which might have a material  adverse  effect upon its
business  or  financial  condition,  unless and to the extent  that the same are
being  contested  in good  faith and by  appropriate  proceedings  and  adequate
reserves  have been set aside on its books with  respect  thereto.  The  Company
shall comply with all applicable laws, rules and regulations of all governmental
authorities.

              (vi)  Notice of  Certain  Events.  The  Company  will give  prompt
written notice (with a description in reasonable detail) to the Payee of:

                   (a) the  occurrence  of any  Event of  Default  or any  event
which, with the giving of notice or the lapse of time, would constitute an Event
of Default; and

                   (b) the delivery of any notice  effecting the acceleration of
any indebtedness in excess of $100,000.

              (vii) The  Offering.  The  Company  will  take any and all  action
necessary  and/or  advisable to authorize the Common Stock  (including,  but not
limited to,  obtaining all approvals and/or consents of the Board of Directors),
and effectuate the conversion of this Note into Common Stock.

         B. Negative  Covenants.  The Company covenants and agrees that, so long
as this Note shall be outstanding,  it will perform the obligations set forth in
this Section 4B (without the express prior written consent of the Payee):

              (i) Sales of  Assets.  The  Company  will not,  without  the prior
written consent of the Holder,  sell,  transfer,  lease or otherwise dispose of,
all or a substantial  part of its  properties or assets to

<PAGE>
any person or entity,  provided  that this  clause  (i) shall not  restrict  any
disposition made in the ordinary course of business;

              (ii)  Redemptions.  The Company will not redeem or repurchase  any
outstanding  equity  securities of the Company,  except for (a)  repurchases  of
unvested  or  restricted   shares  of  Common  Stock  at  cost  from  employees,
consultants or members of the Board of Directors  pursuant to repurchase options
of the Company (1) currently outstanding; or (2) hereafter entered into pursuant
to a stock option plan or restricted  stock plan approved by the Company's Board
of Directors;  or (b)  rescission  offers  necessary or  appropriate  to address
violations of applicable securities laws;

              (iii)  Indebtedness.  The Company will  hereafter not  voluntarily
create,  incur or assume,  contingently or otherwise,  any indebtedness which is
not expressly subordinated in right of payment to this Note;

              (iv)  Negative  Pledge.  The Company  will not  hereafter  create,
incur,  assume  or  suffer  to  exist  any  mortgage,   pledge,   hypothecation,
assignment,   security  interest,   encumbrance,   lien  (statutory  or  other),
preference,  priority or other security agreement or preferential arrangement of
any kind or nature  whatsoever  (including any  conditional  sale or other title
retention  agreement and any financing  lease) (each,  a "Lien") upon any of its
property, revenues or assets, whether now owned or hereafter acquired; and

              (v)  Dividends.  The  Company  will  not  declare  or pay any cash
dividends or distributions on its outstanding capital stock.

     5. Events of Default

         A. The term "Event of  Default"  shall mean any of the events set forth
in this Section 5A:

              (i) Non-Payment of  Obligations.  The Company shall default in the
payment of the  principal of this Note as and when the same shall become due and
payable,  whether by  acceleration  or otherwise,  which default shall  continue
uncured after five (5) days written notice from Holder;

              (ii) Non-Performance of Affirmative  Covenants.  The Company shall
default  in the due  observance  or  performance  of any  covenant  set forth in
Section  4A,  which  default  shall  continue  uncured  after five (5) days from
Holder;

              (iii)  Non-Performance  of Negative  Covenants.  The Company shall
default  in the due  observance  or  performance  of any  covenant  set forth in
Section 4B hereof; and/or

              (iv) Bankruptcy, Insolvency, Etc. The Company shall:

                   (a) admit in writing its inability to pay  its  debts as they
become due;

                   (b) apply for,  consent to, or acquiesce in, the  appointment
of a trustee,  receiver,  sequestrator or other custodian for the Company or any
of its property, or make a general assignment for the benefit of creditors;

                   (c) in the absence of such application,  consent or acquiesce
in,  permit  or  suffer  to  exist  the  appointment  of  a  trustee,  receiver,
sequestrator or other custodian for the Company or for any part of its property;

<PAGE>
                   (d)  permit  or  suffer  to  exist  the  commencement  of any
bankruptcy,  reorganization,  debt arrangement or other case or proceeding under
any bankruptcy or insolvency law, or any dissolution,  winding up or liquidation
proceeding,  in respect of the Company,  and, if such case or  proceeding is not
commenced  by the  Company  or  converted  to a  voluntary  case,  such  case or
proceeding shall be consented to or acquiesced in by the Company or shall result
in the entry of an order for relief; or

                   (e) take any  corporate  or other action  authorizing,  or in
furtherance of, any of the foregoing.

              (v) Default;  Cross-Default.  The Company shall default (i) in any
of the  covenants of the  Security  Agreement  executed  herewith as same may be
amended  from  time to time  hereafter  or (ii) in the  payment  when due of any
amount  payable under any other  obligation of the Company for money borrowed in
excess of $250,000.

         B. Action if Bankruptcy.  If any Event of Default  described in clauses
(iv)(a) through (d) of Section 5A shall occur, the outstanding  principal amount
of this Note and all other  obligations  hereunder  shall  automatically  be and
become immediately due and payable, without notice or demand.

         C.  Action if Other Event of  Default.  If any Event of Default  (other
than any Event of Default described in clauses (iv)(a) through (e) of Section 5A
shall occur for any reason, whether voluntary or involuntary, and be continuing,
the Holder may,  upon notice to the  Company,  declare all or any portion of the
Principal Amount of the Note,  together with interest accrued thereon, to be due
and payable and any or all other  obligations  hereunder  to be due and payable,
whereupon the full unpaid principal amount hereof, such accrued interest and any
and all other such obligations  which shall be so declared due and payable shall
be and become  immediately due and payable,  without further notice,  demand, or
presentment.

     6.  Representations of the Company.  The Company represents and warrants to
the Payee that:

         A. Good Standing. The Company is a corporation duly organized, existing
and in good  standing  under  the  laws of the  State  of  Delaware  and has the
corporate  power to conduct  the  business  which it  conducts  and  proposes to
conduct.

         B.  Authorization  of Notes.  The issuance and delivery of the Note has
been duly and validly authorized.

         C. Legal Proceedings. Except as disclosed in the Company's 10-Q for the
quarter  ended March 31,  2001,  the Company  knows of no pending or  threatened
legal or  governmental  proceedings  to which the Company is a party which could
materially  adversely  affect the  business,  property,  financial  condition or
operations of the Company.

         D.  Non-Contravention.  The Company is not in  violation  of or default
under, nor will the issuance of this Note, and the incurrence of the obligations
herein set forth,  result in a violation of, or constitute a default under,  the
Company's  Articles of  Incorporation  or  By-Laws,  as  amended,  any  material
obligations,  agreement, covenant or condition contained in any bond, debenture,
note or other evidence of indebtedness or in any material  contract,  indenture,
mortgage, loan agreement,  lease, joint venture or other agreement or instrument
to which the Company is a party or by which it or any of its  properties  may be
bound or any material order, rule, regulation,  writ,  injunction,  or decree of
any government, governmental instrumentality or court, domestic or foreign.


<PAGE>
     7. Miscellaneous.

         A. Parties in Interest.  All covenants,  agreements and undertakings in
this Note  binding  upon the  Company  or the Payee  shall bind and inure to the
benefit of the  successors  and permitted  assigns of the Company and the Payee,
respectively, whether so expressed or not.

         B.  Governing  Law.  This Note shall be  governed by and  construed  in
accordance  with the internal laws of the State of California  without regard to
the  conflicts of laws  principles  thereof.  In the event of any such action or
proceeding,  the party prevailing  therein shall be entitled to payment from the
other party hereto of its reasonable counsel fees and disbursements in an amount
judicially determined.

         C. Waiver of Jury Trial.  THE PAYEE AND THE COMPANY  HEREBY  KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY  WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY  LITIGATION  BASED  HEREON,  OR ARISING OUT OF,  UNDER,  OR IN
CONNECTION  WITH,  THIS NOTE OR ANY OTHER  DOCUMENT OR  INSTRUMENT  EXECUTED AND
DELIVERED IN CONNECTION HEREWITH,  OR ANY COURSE OF CONDUCT,  COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN),  OR ACTIONS OF THE PAYEE OR THE COMPANY.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PAYEE'S PURCHASING THIS NOTE.

         D. Notices.  Any notice,  request, or other  communication  required or
permitted  hereunder  shall be in writing  and shall be deemed to have been duly
given if personally  delivered,  or if mailed by  registered or certified  mail,
postage prepaid,  or if delivered by nationally  recognized  overnight  delivery
service at the  respective  addresses  of the parties as set forth  herein.  Any
party  hereto  may by notice so given  change  its  address  for  future  notice
hereunder.

         E. No  Stockholder  Rights.  Nothing  contained  in this Note  shall be
construed as conferring upon the Holder or any other person the right to vote or
to consent or to  receive  notice as a  stockholder  in respect to  meetings  of
stockholders  for the election of directors of the Company or any other  matters
or any rights whatsoever as a stockholder of the Company; and no dividends shall
be payable or accrued in respect of this Note.

         F. No Withholding. All payments by the Company under this Note shall be
made without set-off or counterclaim and be free and clear and without deduction
or  withholding  for any  taxes  or  fees of any  nature  whatever,  unless  the
obligation to make such deduction or withholding is imposed by law.

         G.  Prepayment.  The Company may prepay interest and/or  principal,  in
part or in full, at any time without penalty.

         H.  Modifications.  None of the terms or provisions of this Note may be
excluded,  modified,  or amended expect by a written instrument duly executed on
behalf  of the  Holder  and the  Company  expressly  referring  to this Note and
setting forth the provisions so excluded, modified, or amended.

         I.  Integration.  This  Note  is an  integrated  instrument  and  taken
together with the  documents  referred to herein or executed  herewith,  are the
final  agreement of the Payee and the Company with respect to the subject matter
hereof and thereof.


<PAGE>

         IN WITNESS  WHEREOF,  this Note has been  executed and delivered on the
date specified above by the duly authorized representative of the Company.

                                           FOCUS ENHANCEMENTS, INC.

                                                    By:/s/ Gary Williams
                                                    Name: Gary Williams
                                                    Title: V.P. of Finance & CFO