AFFIRMATION OF GUARANTY AND INTERCREDITOR AGREEMENT

Exhibit 10.4

AFFIRMATION OF GUARANTY AND INTERCREDITOR AGREEMENT

THIS AFFIRMATION OF GUARANTY AND INTERCREDITOR AGREEMENT is made as of March 19, 2007, by the undersigned guarantor (“Guarantor”) for the benefit of Greater Bay Venture Banking, a division of Greater Bay Bank N.A. successor in interest to Venture Banking Group, a division of Greater Bay Bank N.A. (“Bank”).

RECITALS

FOCUS ENHANCEMENTS, INC. (“Borrower”) and Bank are parties to that certain Loan and Security Agreement, dated as of November 15, 2004, as amended from time to time (collectively, the “Loan Agreement”).  Borrower and Bank propose to enter into a Sixth Amendment to Loan and Security Agreement, dated as of the date hereof (the “Amendment”).  Guarantor executed for the benefit of Bank an Unconditional Guaranty dated as of November 15, 2004 (the “Guaranty”), and an Intercreditor Agreement dated as of November 15, 2004 (the “Intercreditor Agreement”).  Bank has agreed to ente