POST-CLOSING AGREEMENT



         THIS POST-CLOSING AGREEMENT (the "AGREEMENT"), is entered into as of

October 31, 2003, by and among SCM MICROSYSTEMS, INC., a Delaware corporation

("PARENT"), SCM MULTIMEDIA, INC., a Delaware corporation formerly known as

DAZZLE MULTIMEDIA, INC. ("SUB," and together with Parent and their respective

subsidiaries, "SCM"), and PINNACLE SYSTEMS, INC., a California corporation

("PINNACLE").



                                    RECITALS



         WHEREAS, SCM and Pinnacle have consummated certain asset sales pursuant

to that certain Asset Purchase Agreement, dated June 29, 2003 as modified by

that certain Closing Letter Agreement dated July 25, 2003 (collectively, the

"PURCHASE AGREEMENT"); and



         WHEREAS, the Purchase Agreement contemplated that certain post-Closing

adjustments might be made to the Purchase Price, and the parties now desire to

conclusively settle such post-Closing adjustments and certain other matters

which have arisen subsequent to the Closing Date.



                                    AGREEMENT



         NOW THEREFORE, in consideration of the above recitals, and of the

mutual covenants contained herein, and other good and valuable consideration,

the receipt and adequacy of which are hereby acknowledged by the parties hereto,

the parties agree as follows:



         1.       Defined Terms. Capitalized terms used but not otherwise

defined herein shall have the meanings ascribed to such terms in the Purchase

Agreement.



         2.       Agreement. Pinnacle agrees to pay Two Million Dollars

($2,000,000) (the "NET ADJUSTMENT PAYMENT") to SCM within five business days

after the date hereof. Such payment shall be in addition to the Purchase Price,

as satisfaction and final settlement of each matter provided for below in this

Section 2.



                  (a)      Realization Shortfall. Notwithstanding anything in

Section 2.12(d) of the Purchase Agreement to the contrary, Pinnacle agrees to

remit any Realization Shortfall due to SCM pursuant to Section 2.12(d) of the

Purchase Agreement on or before December 29, 2003.



                  (b)      Inventory, Backlog and Receivables. Upon Pinnacle's

remittance of the Net Adjustment Payment to SCM, (i) the post-Closing Inventory

Purchase Price adjustment provided for by Section 2.7(c) of the Purchase

Agreement shall be deemed to have been paid in full, and there shall be no

further Purchase Price adjustments or payments due any party in respect of

Inventory pursuant to Sections 2.7(c), 2.9 and 2.10 and otherwise under the

Purchase Agreement; (ii) the Backlog Purchase Price adjustment provided for by

Section 2.8(c) of the Purchase Agreement shall be deemed to have been paid in

full, and there shall be no further Purchase Price adjustments or payments due

any party in respect of Backlog pursuant to Sections 2.8(c), 2.9 and 2.10 and



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                                                                  EXECUTION COPY



otherwise under the Purchase Agreement; and (iii) Pinnacle shall be discharged

and released from its obligation to assist Seller in the collection of

Receivables, as provided by Section 5.13 of the Purchase Agreement; and all fees

due Pinnacle in respect of its assistance in collecting Receivables, pursuant to

Section 5.13 of the Purchase Agreement, shall be deemed paid in full. Pinnacle

acknowledges that it has no authority to issue any credits, rebates or offsets

against SCM's Receivables and shall not interfere with SCM's continued

collection of such Receivables. SCM shall have no authority to issue any

credits, rebates or offsets against Pinnacle's Receivables, and shall not

interfere with Pinnacle's collection of any post-Closing accounts receivable

from such customers.



                  (c)      Dell. Pinnacle acknowledges that it assumes SCM's

warranty obligation to Dell, Inc. in its entirety pursuant to that certain

Master Purchase Agreement by and between Sub and Dell, Inc., dated December 1,

2000 (the "DELL AGREEMENT"), and SCM shall have no further warranty obligation

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