0001104659-06-050757 Sample Contracts

AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT
Senior Secured Convertible Note Purchase Agreement • August 2nd, 2006 • Focus Enhancements Inc • Computer communications equipment • New York

This AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of June 28, 2006 by and among Focus Enhancements, Inc., a Delaware corporation (“Focus”), the purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”), and Thomas Boucher (the “Purchasers’ Agent”).

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AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 2nd, 2006 • Focus Enhancements Inc • Computer communications equipment • California

This AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of June 28, 2006 by and among Focus Enhancements, Inc., a Delaware corporation (“Focus”), the purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).

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