Exhibit 10.20
AMENDMENT NO. 3 TO
INTERCREDITOR AGREEMENT
This Amendment No. 3 to Intercreditor
Agreement (this “ Amendment “), is entered into
as of February 22, 2008, by and among Carl E. Berg (“
Berg “), Heritage Bank of Commerce (“
Bank ”), the purchasers identified on Exhibit A
attached hereto (the “ New Purchasers “), the
previous purchasers who entered into Amendment No. 1 (defined
below) who are identified on Exhibit A attached hereto
(“ Original Purchasers ”), and Thomas O.
Boucher, Jr., as agent for the New Purchasers (“
Purchasers’ Agent “). Capitalized terms
used in this Amendment without definition have the meanings
ascribed to them in the Intercreditor Agreement dated as of
November 15, 2004, as amended by that certain Amendment
No. 1 to Intercreditor Agreement dated January 24, 2006
(“Amendment No. 1”) and Amendment No. 2 to
Intercreditor Agreement dated as of February 7, 2008 (the
“ Agreement “).
WHEREAS, Berg, New Purchasers, Purchasers
Agent, and Venture Banking Group, a division of Greater Bay Bank
(“ GBBK ”) are parties to the
Agreement;
WHEREAS, Focus Enhancements, Inc. (“
Borrower “) has asked Bank to lend it money under a
Loan and Security Agreement of even date, as amended from time to
time (the “ Bank Loan Agreement ”), a portion of
the proceeds of which Borrower will use to repay all amounts owing
to GBBK; and
WHEREAS, the parties hereto wish to amend the
Agreement to add the Bank as a party to the Agreement.
The
parties hereto agree as follows:
1. &nbs
