Exhibit 2.3


         The  security  represented  hereby  has not been  registered  under the
Securities Act of 1933 or applicable  state securities laws and may not be sold,
assigned or  transferred  without an effective  registration  statement for such
security under the Securities Act of 1933 or applicable  state  securities laws,
unless the Company has received the written  opinion of counsel  satisfactory to
the Company that such counsel is of the opinion  that such sale,  assignment  or
transfer does not involve a transaction requiring  registration of such security
under the Securities Act of 1933 or applicable state securities laws.

         Warrant No.:  W99/2 Right to Purchase 100,000
         Shares of Common Stock of
         March 22, 1999      FOCUS Enhancements, Inc.

         VOID UNLESS EXERCISED BEFORE 5:00 P.M.,  EASTERN STANDARD TIME ON MARCH
22, 2006.

FOCUS Enhancements, Inc.

                          Common Stock Purchase Warrant

FOCUS  Enhancements,  Inc.,  a  Delaware  corporation  (the  "Company"),  hereby
certifies  that,  for value  received,  Silicon  Valley  Bank,  or  assigns,  is
entitled,  subject to the terms set forth below,  to purchase  from the Company,
commencing  March 22,  1999,  at any time or from time to time before 5:00 p.m.,
Eastern  Daylight  Time,  on or before  March 22,  2006,  one  hundred  thousand
(100,000) fully paid and  nonassessable  shares of Common Stock, $.01 par value,
of the Company, at an exercise price per share equal to one dollar seventy cents
($1.70).  Such exercise  price per share as adjusted from time to time as herein
provided is referred to herein as the "Exercise Price." The number and character
of such shares of Common Stock and the Exercise  Price are subject to adjustment
as provided herein.

         As used  herein,  the  following  terms,  unless the context  otherwise
requires, have the following respective meanings:

                  (a) The term "Company" shall include FOCUS Enhancements, Inc.,
         a Delaware  corporation,  and any  corporation  which shall  succeed or
         assume the obligations of the Company hereunder.

                  (b) The term "Common Stock" includes (a) the Company's  Common
         Stock,  $.01 par value per share, as authorized,  (b) any other capital
         stock of any class or  classes  (however  designated)  of the  Company,
         authorized  on or after such date,  the holders of which shall have the
         right, without limitation as to amount,  either to all or to a share of
         the balance of current  dividends and  liquidating  dividends after the
         payment  of  dividends  and  distributions  on any shares  entitled  to
         preference,  and the holders of which shall ordinarily,  in the absence
         of contingencies, be entitled to vote for the election of a majority of
         directors  of the  Company  (even  though the right so to vote has been
         suspended  by the  happening  of such a  contingency),  (c)  any  other
         securities  into which or for which any of the securities  described in
         (a)  or  (b)  may be  converted  or  exchanged  pursuant  to a plan  of
         recapitalization,  reorganization, merger, sale of assets or otherwise,
         or the  conversion  of  promissory  notes or other  obligations  of the
         Company.

                  (c) The term  "Other  Securities"  refers to any stock  (other
         than  Common  Stock) and other  securities  of the Company or any other
         person (corporate or otherwise) which the holder of this Warrant at any
         time shall be  entitled  to  receive,  or shall have  received,  on the
         exercise of the Warrant,  in lieu of or in addition to Common Stock, or


<PAGE>

         which at any time  shall be  issuable  or shall  have  been  issued  in
         exchange for or in replacement of Other Securities pursuant to Sections
         3 or 4 or otherwise.

         1. Exercise of Warrant.

         1.1. Full Exercise. This Warrant may be exercised in full by the holder
hereof by surrender of this Warrant,  with the form of  subscription  at the end
hereof duly  executed by such holder,  to the Company at its  principal  office,
accompanied  by payment,  in cash or by certified or official bank check payable
to the order of the Company, in the amount obtained by multiplying the number of
shares  of Common  Stock  for which  this  Warrant  is then  exercisable  by the
Exercise Price then in effect.

         1.2.  Partial  Exercise.  This  Warrant  may be  exercised  in  part by
surrender of this Warrant in the manner and at the place provided in Section 1.1
except that the amount  payable by the holder on such partial  exercise shall be
the amount  obtained  by  multiplying  (a) the number of shares of Common  Stock
designated  by the  holder  in the  subscription  at the end  hereof  by (b) the
Exercise Price then in effect. On any such partial exercise,  the Company at its
expense  will  forthwith  issue and  deliver  to or upon the order of the holder
hereof a new Warrant or Warrants of like tenor, in the name of the holder hereof
or as such holder (upon payment by such holder of any applicable transfer taxes)
may  request,  calling in the  aggregate  on the face or faces  thereof  for the
number of shares of Common Stock for which such Warrant or Warrants may still be
exercised.

         1.3.  Conversion Right. In lieu of exercising this Warrant as specified
above,  Warrantholder may from time to time convert this Warrant, in whole or in
part,  into a number of shares of Common  Stock  (the  "Shares")  determined  by
dividing (a) the aggregate  fair market value of the Shares or other  securities
otherwise  issuable upon  exercise of this Warrant minus the aggregate  Exercise
Price of such Shares by (b) the fair market value of one Share.  The fair market
value of the Shares  shall be the  closing  price of the Shares (or the  closing
price of the Company's stock into which the Shares are convertible) reported for
the  business  day  immediately  before  Warrantholder   delivers  its  Form  of
Subscription to the Company.

         2. Delivery of Stock  Certificates on Exercise.  As soon as practicable
after the exercise of this  Warrant in full or in part,  and in any event within
sixty (60) days thereafter, the Company at its expense (including the payment by
it of any  applicable  issue  taxes)  will cause to be issued in the name of and
delivered to the holder  hereof,  or as such holder (upon payment by such holder
of any applicable  transfer taxes) may direct, a certificate or certificates for
the  number of fully  paid and  nonassessable  shares of Common  Stock (or Other
Securities)  to which such holder shall be entitled on such  exercise,  plus, in
lieu of any fractional  share to which such holder would  otherwise be entitled,
cash equal to such fraction  multiplied by the then current  market value of one
full share,  together  with any other  stock or other  securities  and  property
(including  cash,  where  applicable) to which such holder is entitled upon such
exercise pursuant to Section 1 or otherwise.

         3. Adjustment for Reorganization, Consolidation or Merger.

         3.1.  Reorganization,  Consolidation or Merger.  In case at any time or
from  time  to  time,  the  Company  shall  (a)  effect  a  reorganization,  (b)
consolidate  with or merge into any other person or entity,  or (c) transfer all
or  substantially  all of its properties or assets to any other person under any
plan or arrangement  contemplating the dissolution of the Company, then, in each
such case,  the holder of the  Warrant,  on the  exercise  hereof as provided in
Section  1  at  any  time  after  the   consummation  of  such   reorganization,
consolidation or merger or the effective date of such  dissolution,  as the case
may be,  shall  receive,  in lieu of the  Common  Stock  (or  Other

                                       2
<PAGE>
Securities)  issuable  on  such  exercise  prior  to such  consummation  or such
effective date, the stock and other securities and property  (including cash) to
which  such  holder  would  have  been  entitled  upon such  consummation  or in
connection  with such  dissolution,  as the case may be, if such  holder  had so
exercised  this  Warrant,  immediately  prior  thereto,  all  subject to further
adjustment thereafter as provided in Sections 4 and 5.

         3.2.  Continuation of Terms.  Upon any  reorganization,  consolidation,
merger or transfer (and any dissolution  following any transfer)  referred to in
this  Section 3, this  Warrant  shall  continue in full force and effect and the
terms hereof shall be applicable to the shares of stock and Other Securities and
property  receivable  on the exercise of the Warrant after the  consummation  of
such   reorganization,   consolidation  or  merger  or  the  effective  date  of
dissolution  following  any such  transfer,  as the case  may be,  and  shall be
binding upon the issuer of any such stock or other securities, including, in the
case of any such transfer,  the person acquiring all or substantially all of the
properties  or assets of the  Company,  whether  or not such  person  shall have
expressly assumed the terms of this Warrant.

         4. Adjustments for Stock Dividends and Stock Splits.  In the event that
the Company shall (i) issue  additional  shares of Common Stock as a dividend or
other  distribution on outstanding  Common Stock, (ii) subdivide its outstanding
shares of Common Stock,  or (iii) combine its  outstanding  shares of the Common
Stock into a smaller  number of shares of the Common  Stock,  then, in each such
event,  the Exercise  Price  shall,  simultaneously  with the  happening of such
event,  be adjusted  by  multiplying  the then  prevailing  Exercise  Price by a
fraction,  the  numerator of which shall be the number of shares of Common Stock
outstanding  immediately prior to such event (calculated assuming the conversion
or exchange of all outstanding shares of convertible or exchangeable  securities
of the Company which are convertible or exchangeable  into, or exercisable  for,
shares of Common  Stock)  and the  denominator  of which  shall be the number of
shares of Common  Stock  outstanding  immediately  after such event  (calculated
assuming the conversion or exchange of all outstanding  shares of convertible or
exchangeable  securities of the Company which are  convertible  or  exchangeable
into, or exercisable  for, shares of Common Stock),  and the product so obtained
shall thereafter be the Exercise Price then in effect. The Exercise Price, as so
adjusted,  shall be  readjusted  in the same  manner upon the  happening  of any
successive  event or events  described  herein in this  Section 4. The holder of
this Warrant shall thereafter,  on the exercise hereof as provided in Section 1,
be  entitled  to receive  that number of shares of Common  Stock  determined  by
multiplying  the number of shares of Common Stock which would otherwise (but for
the provisions of this Section 4) be issuable on such exercise, by a fraction of
which (i) the numerator is the Exercise Price which would otherwise (but for the
provisions  of this  Section 4) be in effect,  and (ii) the  denominator  is the
Exercise Price in effect on the date of such exercise.

         5.   Adjustment   for   Dividends   in  Other   Stock,   Property   and
Reclassifications.  In case at any time or from  time to time,  the  holders  of
Common  Stock (or Other  Securities)  shall have  received,  or (on or after the
record date fixed for the  determination  of  stockholders  eligible to receive)
shall have become entitled to receive, without payment therefor,

                  (1) other or additional  stock or other securities or property
         (other than cash) by way of dividend, or

                  (2) other or additional  stock or other securities or property
         (including  cash)  by  way  of  spin-off,  split-up,  reclassification,
         recapitalization,   combination   of   shares  or   similar   corporate
         rearrangement,

other than additional shares of Common Stock (or Other  Securities)  issued as a
stock dividend or in a stock-split (adjustments in respect of which, in the case
of Common Stock, are provided for

                                       3
<PAGE>



in Section  4),  then and in each such case the holder of this  Warrant,  on the
exercise  hereof as  provided  in Section 1, shall be  entitled  to receive  the
amount of other or additional stock and other securities and property (including
cash in the cases referred to in  subdivision  (b) of this Section 5) which such
holder would hold on the date of such exercise if on the date of distribution of
such other or  additional  stock or other  securities  and  property,  or on the
record date fixed for  determining  the  shareholders  entitled to receive  such
other or additional stock or other securities and property, such holder had been
the holder of record of the number of shares of Common  Stock  called for on the
face of this Warrant and had thereafter, during the period from the date thereof
to and  including the date of such  exercise,  retained such shares and all such
other or additional stock and other  securities and property  (including cash in
the cases referred to in  subdivision  (b) of this Section 5) receivable by such
holder as aforesaid during such period,  giving effect to all adjustments called
for during such period by Sections 3 and 4.

         6. Notices of Record Date. In the event of

                  (1) any taking by the  Company  of a record of the  holders of
         any class or  securities  for the  purpose of  determining  the holders
         thereof who are entitled to receive any dividend or other distribution,
         or any right to subscribe for, purchase or otherwise acquire any shares
         of stock of any  class  or any  other  securities  or  property,  or to
         receive any other right, or

                  (2)  any   capital   reorganization   of  the   Company,   any
         reclassification  or  recapitalization  of  the  capital  stock  of the
         Company or any transfer of all or  substantially  all the assets of the
         Company to or  consolidation  or merger of the Company with or into any
         other person, or

                  (3) any voluntary or involuntary  dissolution,  liquidation or
         winding-up of the Company,

then and in each such event the  Company  will mail or cause to be mailed to the
holder of this Warrant a notice specifying (i) the date on which any such record
is to be taken for the  purpose of such  dividend,  distribution  or right,  and
stating the amount and character of such dividend,  distribution  or right,  and
(ii)   the   date  on   which   any   such   reorganization,   reclassification,
recapitalization,  transfer, consolidation,  merger, dissolution, liquidation or
winding-up is to take place,  and the time,  if any is to be fixed,  as of which
the holders of record of Common Stock (or Other Securities) shall be entitled to
exchange  their shares of Common Stock (or Other  Securities)  for securities or
other   property   deliverable   on   such   reorganization,   reclassification,
recapitalization,  transfer, consolidation,  merger, dissolution, liquidation or
winding-up.  Such notice  shall be mailed at least twenty (20) days prior to the
date specified in such notice on which any such action is to be taken.

         7.  Reservation of Stock  Issuable on Exercise on Warrant.  The Company
will at all times reserve and keep  available,  solely for issuance and delivery
on the exercise of the Warrant, all shares of Common Stock (or Other Securities)
from time to time issuable on the exercise of the Warrant;  the shares of Common
Stock  which the holder of this  Warrant  shall  receive  upon  exercise  of the
Warrant will be duly authorized, validly issued, fully paid and non-assessable.

         8.  Exchange of Warrant.  On surrender  for  exchange of this  Warrant,
properly  endorsed,  to the  Company,  the Company at its expense will issue and
deliver to or on the order of the holder  thereof a new  Warrant or  Warrants of
like  tenor,  in the name of such  holder or as such  holder (on payment by such
holder of any applicable transfer taxes) may direct, calling in the aggregate on
the face or faces thereof for the number of shares of Common Stock called for on
the face or faces of the Warrant or Warrants so surrendered.

                                       4
<PAGE>




         9.   Replacement  of  Warrant.   On  receipt  of  evidence   reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant  and, in the case of any such loss,  theft or  destruction  of this
Warrant,   on  delivery  of  an  indemnity   agreement  or  security  reasonably
satisfactory  in form and  amount  to the  Company  or,  in the case of any such
mutilation,  on surrender and  cancellation of such Warrant,  the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

         10.  Warrantholder  Not Deemed  Stockholder;  Restrictions on Transfer.
This Warrant is issued upon the following  terms, to all of which each holder or
owner hereof by the taking hereof consents and agrees:

                  (1) No holder of this Warrant  shall,  as such,  be deemed the
         holder of Common Stock that may at any time be issuable  upon  exercise
         of  this  Warrant  for  any  purpose  whatsoever,  nor  shall  anything
         contained herein be construed to confer upon such holder,  as such, any
         of the rights of a  stockholder  of the Company until such holder shall
         have  exercised  the Warrant and been issued  shares of Common Stock in
         accordance with the provisions hereof.

                  (2)  Neither  this  Warrant  nor any  shares of  Common  Stock
         purchased  pursuant  to this  Warrant  shall be  registered  under  the
         Securities  Act of 1933 (the  "Securities  Act") and  applicable  state
         securities laws. Therefore,  the Company may require, as a condition of
         allowing the transfer or exchange of this Warrant or such shares,  that
         the holder or  transferee  of this Warrant or such shares,  as the case
         may be, furnish to the Company an opinion of counsel  acceptable to the
         Company  to the  effect  that such  transfer  or  exchange  may be made
         without  registration  under the Securities  Act and  applicable  state
         securities laws. The Company shall not require Warrantholder to provide
         an opinion of counsel if the  transfer  is to an  affiliate  of Warrant
         Holder  (including  Silicon  Valley  Bancshares and Silicon Valley Bank
         Foundation  "Permitted  Transferees"),  or  if  there  is  no  material
         question as to the availability of current information as referenced in
         Rule 144(c),  Warrantholder  represents  that it has complied with Rule
         144(d) and (e) in reasonable detail, the selling broker represents that
         it has complied with Rule 144(f), and the Company is provided a copy of
         Warrantholder's  proposed sale. The certificates  evidencing the shares
         of Common  Stock  issued on the  exercise of the  Warrant  shall bear a
         legend to the effect  that the shares  evidenced  by such  certificates
         have not been registered  under the Securities Act and applicable state
         securities laws.

                  (3)  This  Warrant  or  part  of this  Warrant  or the  Shares
         issuable  upon  exercise of this Warrant (or the  securities  issuable,
         directly or indirectly,  upon conversion of the Shares,  if any) may be
         transferred  at any time to the  Permitted  Transferees,  by giving the
         Company notice of the portion of the Warrant being transferred  setting
         forth the  name,  address  and  taxpayer  identification  number of the
         transferee and surrendering  this Warrant to the Company for reissuance
         to the transferee(s) (and holder if applicable).

                  (4)  Other  than as set  forth  above in 10(b)  and (c),  this
         Warrant is not  transferable  or  assignable  to any party  without the
         prior  written  consent  of the  Company  and  an  opinion  of  counsel
         satisfactory  to the Company that such  transfer is  permissible  under
         applicable law.

         11. Notices.  All notices and other  communications from the Company to
the holder of this  Warrant  shall be mailed by (i) first  class  mail,  postage
prepaid,  (ii) electronic  facsimile  transmission,  or (iii) express  overnight
courier  service,  at such address as may have been  furnished to the Company in
writing by such  holder or,  until any such holder  furnishes  to the

                                       5
<PAGE>



Company an  address,  then to, and at the  address  of, the last  holder of this
Warrant who has so furnished an address to the Company.

         12.  Registration  Rights.  The  Company  hereby  grants the  following
registration  rights  with  respect  to the  shares  of Common  Stock  issued or
issuable upon exercise of this Warrant (the "Warrant Shares").

         12.1.  The  Company  will  within  thirty (30) days of the date of this
Warrant file pursuant to the Securities Act a registration statement on Form S-3
or equivalent  form with respect to the Warrant  Shares and the Company will use
its best  efforts to cause  such  registration  to become  and remain  effective
(including  taking of such steps as are  necessary  to obtain the removal of any
stop  order),  provided  that the  undersigned  shall  furnish the Company  with
appropriate  information  in connection  therewith as the Company may reasonably
request in  writing.  The  Company  shall  supply  prospectuses,  and such other
documents as the  undersigned may request in order to facilitate the public sale
or other  disposition of the Warrant Shares and use its best efforts to register
and qualify any of the Warrant Shares for sale in such states as the undersigned
designates.

         12.2.  "Piggy-Back  Registrations":  If at any time the  Company  shall
determine  to register  in a public  offering  for its own account  (and not the
account  of selling  stockholders)  under the  Securities  Act any of its Common
Stock, it shall send to the Warrantholder  written notice of such  determination
and, if within 15 days after receipt of such notice, the Warrantholder  shall so
request in writing,  the Company  shall use its best  efforts to include in such
registration  statement  all or any  part  of the  Warrant  Shares  such  holder
requests  to be  registered.  This right  shall not apply to a  registration  of
shares  of  Common  Stock on Form S-4 or Form S-8 (or  their  then  equivalents)
relating  to shares of Common  Stock to be issued by the  Company in  connection
with any  acquisition  of any  entity or  business,  or  shares of Common  Stock
issuable in connection  with any stock option or other  employee  benefits plan,
respectively.

         In connection  with any offering  involving an  underwriting  of Common
Stock to be  issued  by the  Company  for the  account  of the  Company,  if the
managing  underwriter  shall advise the Company that marketing factors require a
limitation on the number of securities to be  underwritten,  the underwriter may
exclude from such  registration  and  underwriting  some or all of the shares of
Common Stock which would otherwise be underwritten  pursuant hereto. The Company
shall so advise Warrantholder and the number of Warrant Shares that are entitled
to be included in the registration  and  underwriting  shall be allowed first to
the holders of securities of the Company with registration rights as of the date
of this Warrant, including Warrantholder, in proportion, as nearly as practical,
to the respective  amounts of securities which they had requested to be included
in such  registration  at the time of filing  the  registration  statement,  and
second to all other  holders of  securities  of the  Company  with  registration
rights.

         12.3.  Expenses.  In the case of a registration under Sections 12.1 and
12.2,  the  Company  shall  bear all costs and  expenses  of such  registration,
including,  but  not  limited  to,  printing,  legal  and  accounting  expenses,
Securities  and  Exchange  Commission  (the  "SEC") and NASD filing fees and all
related "Blue Sky" fees and expenses;  provided, however, that the Company shall
have no  obligation  to pay or otherwise  bear any portion of the  underwriters'
commissions  or discounts  attributable  to the Warrant Shares being offered and
sold by the  Warrantholder  or the  fees and  expenses  of any  counsel  for the
Warrantholder in connection with any registration of the Warrant Shares.

         12.4.  Lock-Up  Agreement for Public  Offering.  In connection with any
public offering of equity securities of the Company,  the  Warrantholder  agrees
not to sell,  pledge,  transfer or otherwise  dispose of, or grant any option or
purchase  right with  respect to, any shares of capital  

                                       6
<PAGE>



stock then owned by him and not  otherwise  offered in the public  offering,  or
engage in any short  sale,  hedging  transaction  or other  derivative  security
transaction  involving the Common Stock,  or other shares of Common Stock of the
Company  held by him,  for such period of time  commencing  30 days prior to the
proposed  effective  date of such  public  offering  until  such  period of time
following the  offering,  which shall in no event exceed 90 days, as the Company
and the managing  underwriter of such public offering deem necessary in order to
ensure a stable and orderly  trading  market,  and  provided all  directors  and
officers of the Company enter into similar or identical Lock-Up agreement.

         12.5. Expiration of Registration Rights. The obligations of the Company
under this Section 12 to register the Warrant  Shares shall expire and terminate
at  such  time as the  Warrantholder  sells  such  securities  (other  than to a
Permitted Transferee) without restriction and without a need for the filing of a
registration statement under the Securities Act, including,  without limitation,
for any  resales  of  "Restricted  Securities"  made  pursuant  to  Rule  144 as
promulgated  by the SEC, or a sale made  pursuant  to Sections  4(1) and/or 4(2)
under  the  Securities  Act.  If  the  Warrantholder  desires  to  exercise  the
registration rights provided in this Section 12, the Warrantholder must exercise
this  Warrant  for  cash  consideration   prior  to  the  effectiveness  of  any
registration.

         13.  Miscellaneous.  This  Warrant  and any term hereof may be changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought.  This Warrant and the shares of Common Stock  underlying this Warrant
shall be construed and enforced in  accordance  with and governed by the laws of
the  State of  Delaware.  The  headings  in this  Warrant  are for  purposes  of
reference only, and shall not limit or otherwise affect any of the terms hereof.
The  invalidity  or  unenforceability  of any  provision  hereof shall in no way
affect the validity or enforceability of any other provision.

         14. Expiration. The right to exercise this Warrant shall expire at 5:00
p.m., Eastern Daylight Saving Time, on March 22, 2006.

Dated: March 22, 1999

ATTEST:                                          FOCUS ENHANCEMENTS, INC.


By:/s/ Christopher P. Ricci                     By:/s/ Thomas L. Massie
   Christopher P. Ricci                            Thomas L. Massie
Title: Sr. Vice President & General Counsel      Title: President & CEO

                                       7
<PAGE>



                              FORM OF SUBSCRIPTION
                   (To be signed only on exercise of Warrant)


TO FOCUS Enhancements, Inc.

         1.  The  undersigned,   the  holder  of  the  within  Warrant,   hereby
irrevocably  elects to exercise  this Warrant  for, and to purchase  thereunder,
____________  shares of Common  Stock of FOCUS  Enhancements,  Inc.,  a Delaware
corporation, and herewith makes payment of $____________ therefor.

         1 The  undersigned  hereby elects to convert the attached  Warrant into
Common Stock in the manner  specified  in Section 1.3 of the  attached  Warrant.
This conversion is exercised with respect to  _____________________ of shares of
the Common Stock of FOCUS Enhancements, Inc., a Delaware corporation.

         [Strike paragraph that does not apply.]

         2. Please issue a certificate or certificates for such shares be issued
in the name of, and  delivered to  _________________________,  whose  address is
_________________________.

Dated:   ______________________________


(Signature must conform to name of holder
as specified on the face of the Warrant)

____________________________________

____________________________________
(Address)



                                       8
<PAGE>



                               FORM OF ASSIGNMENT
                   (To be signed only on transfer of Warrant)

         For  value  received,   the  undersigned  hereby  sells,  assigns,  and
transfers  unto  _________________________  the right  represented by the within
Warrant to purchase  ____________  shares of Common Stock of FOCUS Enhancements,
Inc., a Delaware corporation,  to which the within Warrant relates, and appoints
_________________________  Attorney to transfer such right on the books of FOCUS
Enhancements,  Inc., a Delaware corporation,  with full power of substitution in
the premises.

Dated:   ______________________________


(Signature must conform to name of holder
as specified on the face of the Warrant)

____________________________________

____________________________________
(Address)

Signed in the presence of:


Witness: _____________________________


                                       9