SEVENTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER

EXHIBIT 10.1

SEVENTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER

THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this “ Amendment ”), dated as of February 6, 2007, is entered into by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “ Lender ” and collectively as the “ Lenders ”), WELLS FARGO FOOTHILL, INC. , a California corporation, as administrative agent for the persons designated in the Credit Agreement referred to below (in such capacity, together with its successors and assigns in such capacity, “ Agent ”), and INFOCUS CORPORATION , an Oregon corporation (“ Borrower ”).

RECITALS

A.            Borrower, Agent and the Lenders have previously entered into that certain Credit Agreement dated as of October 25, 2004, as amended by that certain First Amendment to Credit Agreement, Security Agreement and Waiver, dated as of December 3, 2004, that certain Second Amendment to Credit Agreement, dated as of December 13, 2004, that certain Third Amendment to Credit Agreement and Waiver dated May 6, 2005, that certain Fourth Amendment to Credit Agreement, Second Amendment to Security Agreement and Waiver dated November 4, 2005, that certain Fifth Amendment to Credit Agreement dated as of June 7, 2006 and that certain Sixth Amendment to Credit Agreement and Waiver dated as of October 25, 2006 (as so amended or otherwise modified or supplemented from time to time, the “ Credit Agreement ”), pursuant to which the Lenders have made certain loans and financial accommodations available to Borrower.  Terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement.

B.            An Event of Default has occurred and is continuing as a result of Borrower’s failure to achieve EBITDA of $(5,350,000) or more for the 3-month period ending December 31, 2006, as required pursuant to Section 6.16(a)(i) of the Credit Agreement (the “ Known Existing Default ”).

C.            Borrower has requested that Agent and the Lenders waive the Known Existing Default and amend the Credit Agreement on the terms and conditions set forth herein.

D.            Borrower is entering into this Amendment with the understanding and agreement that, except as specifically provided herein, none of Agent’s or any member of the Lender Group’s rights or remedies set forth in the Credit Agreement or any other Loan Document is being waived or modified by the terms of this Amendment.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.             Amendment to Credit Agreement .  Section 6.16(a)(i) of the Credit Agreement is hereby amended and restated to read as follows:

“ (i)           Minimum EBITDA .  EBITDA, measured on a month-end basis, of at least the required amount set forth in the following table for the applicable period set forth opposite thereto:

2.             Waiver of Known Existing Default .  Agent, on behalf of the Lenders, hereby waives enforcement of its and the Lender Group’s rights against Borrower arising from the Known Existing Default; provided , however , nothing herein shall be deemed a waiver with respect to any other or future failure of Borrower to comply fully with Section 6.16(a)(i) of the Credit Agreement (as amended or modified by this Amendment).  This waiver shall be effective only for the specific defaults comprising the Known Existing Default, and in no event shall this waiver be deemed to be a waiver of enforcement of Agent’s or any other member of the Lender Group’s rights with respect to any other Defaults or Events of Default now existing or hereafter arising.  Nothing contained in this Amendment nor any communications between Borrower and Agent or any other member of the Lender Group shall be a waiver of any rights or remedies such Persons have or may have against Borrower, except as specifically provided herein.  Except as specifically provided herein, Agent hereby reserves and preserves all of its and the Lender Group’s rights and remedies against Borrower under the Credit Agreement and the other Loan Documents

3.             Waiver and Amendment Fee .  In consideration of the agreements and the waiver set forth herein, Borrower agrees to pay to Agent, for the benef