EXHIBIT 10.6

                                 AMENDMENT NO. 9
                                       TO
            IN FOCUS SYSTEMS, INC. 1988 COMBINATION STOCK OPTION PLAN


  Section 2 of the In Focus Systems, 1988 Combination Stock Option Plan, as
previously amended on June 17, 1991, is hereby deleted in its entirety and the
following new Section 2 is substituted in lieu thereof:

"2.  ADMINISTRATION OF THE PLAN.

     A.   ADMINISTRATION.  The Plan shall be administered by the Board of
Directors of the Company (the "Board") or a committee or committees (which term
includes subcommittees) appointed by, and consisting of two or more members of,
the Board.  The Board or the committee, if appointed, will be referred to in
this Plan as the "Administrative Committee."  When selecting the membership of
any committee which will grant options to any persons subject or likely to
become subject to Section 16 under the Exchange Act, the Board shall consider
the provisions regarding (a) "outside directors," as contemplated by Section
162(m) of the Code, and (b) "nonemployee directors," as contemplated by Rule
16b-3 under the Exchange Act.  The Board may delegate the responsibility for
administering the Plan with respect to designated classes of eligible persons to
different committees, subject to such limitations as the Board deems
appropriate.  If more than one committee is appointed, references to the
Administrative Committee shall mean the committee which has authority to
administer options to the class of employees in question.  Committee members
shall serve for such term as the Board may determine subject to removal by the
Board at any time.

     B.   AUTHORITY OF ADMINISTRATIVE COMMITTEE.  The Administrative Committee
shall have the authority (a) to administer the Plan in accordance with its
express terms; (b) to determine all questions arising in connection with the
administration, interpretation and application of the Plan, including all
questions relating to the value of the Common Stock; (c) to correct any defect,
supply any information, or reconcile any inconsistency in such manner and to
such extent as shall be deemed necessary or advisable to carry out the purposes
of the Plan; (d) to prescribe, amend and rescind rules and regulations relating
to the administration of the Plan; (e) to determine the duration and purposes of
leaves of absence which may be granted to participants without constituting a
termination of employment for purposes of the Plan; (f) to select those
employees, directors and consultants to whom Options shall be granted; (g) to
determine whether the Company shall grant ISOs or Non-Qualified Stock Options,
the terms and provisions of the respective option agreements to be entered into
with such persons (which need not be identical with the terms of any other such
agreement and which may include, without limitation, provisions granting to one
or more officers of the Company, a proxy covering the shares acquired by the
Optionee upon exercise of one or more Options), when such Options shall be
granted, and the number of shares of Common Stock subject to each Option; and
(h) to make all other determinations necessary or advisable for administration
of the Plan.  Exercise of the foregoing authority by the Administrative
Committee shall be consistent with the intent that the ISOs issued under the
Plan be qualified under the terms of Section 422 of the Code, and that the Non-
Qualified Stock Options shall not be so qualified.  All determinations made by
the Administrative Committee in good faith on matters referred to in this
Paragraph 2 B shall be final, conclusive and binding upon all persons.  The
Administrative Committee shall have all powers necessary or appropriate to
accomplish its duties under the Plan."