COMMON STOCK PURCHASE WARRANT DATED SEPTEMBER 1997

EXHIBIT 10.35



THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE
UPON EXERCISE HEREOF (INCLUDING ANY SECURITIES ISSUABLE UPON
CONVERSION OF SUCH SHARE) HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AND SUCH WARRANT, SHARES AND SECURITIES MAY
NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN
ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF
1933, AS AT THE TIME AMENDED, OR IN CONFORMITY WITH THE LIMITATIONS OF
RULE 144 OR SIMILAR RULE AS THEN IN EFFECT UNDER SUCH ACT, OR UNLESS
SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS
AVAILABLE WITH RESPECT THERETO.

No. 2 Warrant to Purchase 200,000 Shares
of Common Stock
(Subject to Adjustment)

SCM MICROSYSTEMS, INC.

COMMON STOCK PURCHASE WARRANT

Void after September 5, 1998

SCM Microsystems, Inc., a Delaware corporation (the "Company"), hereby
certifies that, for value received, Gemplus, a legal entity under the laws of
France, or its assigns, is entitled, subject to the terms set forth below, to
purchase from the Company at any time or from time to time before 5:00 p.m.
Pacific time, on September 5, 1998 (the "Expiration Date"), 200,000 fully
paid and nonassessable shares of Common Stock of the Company, as constituted on
September 5, 1997 at the purchase price per share of $14.00 and otherwise in
accordance with the terms hereof. The number and character of such shares of
Common Stock and the purchase price therefor are subject to adjustment as
provided below.

As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:

(a) The term "Common Stock" shall mean the Common Stock, par value
$0.001 per share, of the Company, and any other securities or property of the
Company or of any other person (corporate or otherwise) which the holder of
this Warrant at any time shall be entitled to receive on the exercise hereof,
in lieu of or in addition to Common Stock, or which at any time shall be
issuable in exchange for or in replacement of Common Stock.

(b) The term "Company" includes any corporation which shall
succeed to or assume the obligations of the Company hereunder.







1

(c) The term "Warrant" shall mean this Warrant.

1. Initial Exercise Date; Expiration. This Warrant may be
exercised at any time or from time to time. It shall expire at 5:00 p.m.,
Pacific time, on the earliest of (a) September 5, 1998, or (b) the
consolidation or merger of the Company with or into any other corporation or
the sale or other transfer in a single transaction or a series of related
transactions of all or substantially all of the assets of the Company, or any
other reorganization of the Company unless the stockholders of the Company
immediately prior to any such transaction are holders of a majority of the
voting securities of the surviving or acquiring corporation immediately
thereafter (and for purposes of this calculation equity securities which any
stockholder or the Company owned immediately prior to such merger or
consolidation as a stockholder of another party to the transaction shall be
disregarded).

2. Exercise of Warrant; Partial Exercise, This Warrant may be
exercised in full or in part by the holder hereof by surrender of this Warrant,
with the form of subscription attached hereto duly executed by such holder, to
the Company at its principal office, accompanied by payment, in cash or by
certified or official bank check payable to the order of the Company, of the
purchase price of the shares of Common Stock (or any shares of stock or other
securities at the time issuable upon exercise of this Warrant) to be purchased
hereunder. For any partial exercise hereof, the holder shall designate in the
subscription the number of shares of Common Stock (or any shares of stock or
other securities at the time issuable upon exercise of this Warrant) that it
wishes to purchase. On any such partial exercise, the Company at its expense
shall forthwith issue and deliver to the holder hereof a new warrant of like
tenor, in the name of the holder hereof, which shall be exercisable for such
number of shares of Common Stock (or any shares of stock or other securities at
the time issuable upon exercise of this Warrant) represented by this Warrant
which have not been purchased upon such exercise.

In lieu of exercising any portion of this Warrant, the holder
may at any time and from time to time elect to receive, without payment of cash
or other consideration, shares of Common Stock (or any shares of stock or other
securities at the time issuable upon exercise of this Warrant) equal to the
value of this Warrant (or portion hereof being canceled) by surrender of this
Warrant to the Company together with notice of such election. In such event
the Company shall issue to the holder a number of shares of the Company's
Common Stock (or any shares of stock or other securities at the time issuable
upon exercise of this Warrant) computed using the following formula:

X = Y(A-B)
-------
A

where: X = The number of shares of Common Stock (or any shares
of stock or other securities at the time issuable
upon exercise of this Warrant) to be issued to the
holder.







2



Y = The number of shares of Common Stock (or any shares
of stock or other securities at the time issuable
upon exercise of this Warrant) purchasable under this
Warrant.

A = The fair market value of one share of the Company's
Common Stock (or any shares of stock or other
securities at the time issuable upon exercise of this
Warrant) as of the date of such notice of election,

B = The exercise price, as adjusted to the date of such
notice of election.

For the purposes of this Section 2, fair market value of the Company's
Common Stock (or any shares of stock or other securities at the time issuable
upon exercise of this Warrant) as of a particular date (the "Determination
Date") shall mean:

(i) If the Company's Common Stock (or any shares of stock
or other securities at the time issuable upon exercise of this Warrant) is
traded on an exchange or is quoted on the National Association of Securities
Dealers, Inc. Automated Quotation ("NASDAQ") National Market System, then the
closing or last sale price, respectively, reported for the business day
immediately preceding the Determination Date.

(ii) If the Company's Common Stock (or any shares of stock
or other securities at the time issuable upon exercise of this Warrant) is not
traded on an exchange or on the NASDAQ National Market System but is traded in
the over-the-counter market, then the mean of the closing bid and asked prices
reported for the business day immediately preceding the Determination Date.

(iii) Except as provided in paragraph (iv) below, if the
Company's Common Stock (or any shares of stock or other securities at the time
issuable upon exercise of this Warrant) is not publicly traded, then as
determined in good faith by the Company's Board of Directors upon a review of
relevant factors,

(iv) If the Determination Date is the date on which the
Company's Common Stock (or any shares of stock or other securities at the time
issuable upon exercise of this Warrant) is first sold to the public by the
Company in a firm commitment public offering under the Securities Act of 1933,
as amended, then the initial public offering price (before deducting
commissions, discounts or expenses) at which the Common Stock (or any shares of
stock or other securities at the time issuable upon exercise of this Warrant)
is sold in such offering. Notwithstanding the foregoing, this Warrant may not
be exercised without payment of cash or other consideration as provided above
if the Company determines in good faith that such exercise would have an
material adverse effect on the Company's results of operations or financial
condition with respect to accounting treatment or financial reporting.

3. When Exercise Effective. The exercise of this Warrant shall
be deemed to have been effected immediately prior to the close of business on
the business day on which this Warrant is surrendered to the Company as
provided in Section 2, and at such time the person in whose name any
certificate for shares of Common Stock (or any shares of stock or other





3



securities at the time issuable upon exercise of this Warrant) shall be
issuable upon such exercise, as provided in Section 2, shall be deemed to be
the record holder of such Common Stock (or any shares of stock or other
securities at the time issuable upon exercise of this Warrant) for all
purposes.

4. Delivery on Exercise. As soon as practicable after the
exercise of this Warrant in full or in part, and in any event within twenty
(20) days thereafter, the Company at its expense (including the payment by it
of any applicable issue taxes) will cause to be issued in the name of and
delivered to the holder hereof, or as such holder may direct, a certificate or
certificates for the number of fully paid and nonassessable full shares of
Common Stock (or any shares of stock or other securities at the time issuable
upon exercise of this Warrant) to which such holder shall be entitled on such
exercise, together with cash, in lieu of any fraction of a share, equal to such
fraction of the current market value of one full share as determined in good
faith by the Board of Directors.

5. Adjustment of Purchase Price and Number of Shares. The
character of the shares of Common Stock issuable upon exercise of this Warrant
(or any shares of stock or other securities at the time issuable upon exercise
of this Warrant) and the purchase price therefor, are subject to adjustment
upon the occurrence of the following events:

5.1 Adjustment for Stock Splits, Stock Dividends,
Recapitalizations, etc. The exercise price of this Warrant and the number of
shares of Common Stock issuable upon exercise of this Warrant (or any shares of
stock or other securities at the time issuable upon exercise of this Warrant)
shall be appropriately adjusted to reflect any stock dividend, stock split,
combination of shares, reclassification, recapitalization or other similar
event affecting the number of outstanding shares of Common Stock (or such other
stock or securities). For example if there should be a 2-for-1 stock split,
the exercise price would be divided by two and such number of shares would be
doubled.

5.2 Adjustment for other Dividends and Distributions. In
case the Company shall make or issue, or shall fix a record date for the
determination of eligible holders entitled to receive, a dividend or other
distribution with respect to the Common Stock (or any shares of stock or other
securities at the time issuable upon exercise of the Warrant) payable in (i)
securities of the Company (other than shares of Common Stock) or (ii) assets
(excluding cash dividends paid or payable solely out of retained earnings),
then in each case, the holder of this Warrant on exercise hereof at any time
after the consummation, effective date or record date of such event, shall
receive, in addition to the Common Stock (or such other stock or securities)
issuable on such exercise prior to such date, the securities or such other
assets of the Company to which such holder would have been entitled upon such
date if such holder had exercised this Warrant immediately prior thereto (all
subject to further adjustment as provided in this Warrant).

5.3 Adjustment for Reclassification or Reorganization.
In case of any corporate reorganization or reclassification or change of the
outstanding securities of the Company, other than as described in the second
sentence of Section 1 above (any such transaction being hereinafter referred to
as a "Reorganization"), then, in each case, the holder of





4

this Warrant, on exercise hereof at any time after the consummation or
effective date of such Reorganization (the "Effective Date"), shall receive, in
lieu of the Common Stock issuable on such exercise prior to the Effective Date,
the stock and other securities and property (including cash) to which such
holder would have been entitled upon the Effective Date if such holder had
exercised this Warrant immediately prior thereto (all subject to further
adjustment as provided in this Warrant).

5.4 Certificate as to Adjustments. In case of any
adjustment or readjustment in the price or kind of securities issuable on the
exercise of this Warrant, the Company will promptly give written notice thereof
to the holder of this Warrant in the form of a certificate, certified and
confirmed by an officer of the Company, setting forth such adjustment or
readjustment and showing in reasonable detail the facts upon which such
adjustment or readjustment is based.

6. No Impairment. The Company (a) will not increase the par
value of any shares of stock receivable on the exercise of this Warrant above
the amount payable therefor on such exercise, (b) will at all times reserve and
keep available a number of its authorized shares of Common Stock (or any shares
of stock or other securities at the time issuable upon exercise of this
Warrant), free from all preemptive rights therein, which will be sufficient to
permit the exercise in full of this Warrant, and (c) shall take all such action
as may be necessary or appropriate in order that all shares of Common Stock (or
any shares of stock or other securities at the time issuable upon exercise of
this Warrant) as may be issued pursuant to the valid exercise of this Warrant
will, upon issuance, be duly and validly issued, fully paid and nonassessable
and free from all taxes, liens and charges with respect to the issue thereof.

7. Notices of Record Date, etc. In the event of

(a) any taking by the Company of a record of the holders
of any class of securities for the purpose of determining the holders thereof
who are entitled to receive any dividend or other distribution, or any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class
or any other securities or property, or to receive any other right, or

(b) any consolidation or merger of the Company with or
into any other corporation or the sale or other transfer in a single
transaction or a series of related transactions of all or substantially all of
the assets of the Company, or any other reorganization of the Company unless
the stockholders of the Company immediately prior to any such transaction are
holders of a majority of the voting securities of the surviving or acquiring
corporation immediately thereafter (and for purposes of this calculation equity
securities which any stockholder of the Company owned immediately prior to such
merger or consolidation as a stockholder of another party to the transaction
shall be disregarded), or

(c) any voluntary or involuntary dissolution, liquidation
or winding-up of the Company, or

(d) any proposed issue or grant by the Company of any
shares of stock of any class or any other securities, or any right or option to
subscribe for, purchase or otherwise acquire





5



any shares of stock of any class or any other securities, then and in each such
event the Company will mail to the holder hereof a notice specifying (i) the
date on which any such record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such dividend,
distribution or right, (ii) the date on which any such consolidation, merger,
sale or transfer of assets, reorganization, dissolution, liquidation or
winding-up is to take place, and the time, if any is to be fixed, as of which
the holders of record of Common Stock (or any shares of stock or other
securities at the time issuable upon the exercise of this Warrant) shall be
entitled to exchange their shares for securities or other property deliverable
on such consolidation, merger, sale or transfer of assets, reorganization,
dissolution, liquidation or winding-up, and (iii) the amount and character of
any-stock or other securities, or rights or options with respect thereto,
proposed to be issued or granted, the date of such proposed issue or grant and
the persons or class of persons to whom such proposed issue or grant is to be
offered or made. Such notice shall be mailed at least 20 days prior to the
date therein specified.

8. Exchange of Warrants. On surrender for exchange of this
Warrant, properly endorsed, to the Company, the Company at its expense will
issue and deliver to or on the order of the holder thereof a new Warrant of
like tenor, in the name of such holder or as such holder may direct, calling in
the aggregate on the face thereof for the number of shares of Common Stock (or
any shares of stock or other securities at the time issuable upon exercise of
this Warrant) called for on the face of the Warrant so surrendered.

9. Replacement of Warrants. On receipt by the Company of
evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant and, in the case of any such loss, theft or
destruction of this Warrant, on delivery of an indemnity agreement reasonably
satisfactory in form and amount to the Company or, in the case of any such
mutilation, on surrender and cancellation of such Warrant, the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

10. Investment Intent. Unless a current registration statement
under the Securities Act of 1933, as amended, shall be in effect with respect
to the securities to be issued upon exercise of this Warrant, the holder
thereof, by accepting this Warrant, covenants and agrees that, at the time of
exercise hereof, and at the time of any proposed transfer of securities
acquired upon exercise hereof, such holder will deliver to the Company a
written statement that the securities acquired by the holder upon exercise
hereof are for the own account of the holder for investment and are not
acquired with a view to, or for sale in connection with, any distribution
thereof (or any portion thereof) and with no present intention (at any such
time) of offering and distributing such securities (or any portion thereof).

11. Transfer. Subject to the transfer conditions referred to in
the legend endorsed hereon, this Warrant and all rights hereunder are
transferable, in whole or in part, without charge to the holder hereof upon
surrender of this Warrant with a properly executed assignment (in the form
annexed hereto) at the principal office of the Company. Upon any partial
transfer, the Company will at its expense issue and deliver to the holder
hereof a new Warrant of like tenor, in the name of the holder hereof, which
shall be exercisable for such number of shares of Common





6



Stock (or any shares of stock or other securities at the time issuable upon
exercise of this Warrant) which were not so transferred,

12. No Rights or Liability as a Stockholder. This Warrant does
not entitle the holder hereof to any voting rights or other rights as a
stockholder of the Company. No provisions hereof, in the absence of
affirmative action by the holder hereof to purchase Common Stock (or any shares
of stock or other securities at the time issuable upon exercise of this
Warrant), and no enumeration herein of the rights or privileges of the holder
hereof shall give rise to any liability of such holder as a stockholder of the
Company.

13. Notices. All notices referred to in this Warrant shall be in
writing and shall be delivered personally or by certified or registered mail,
return receipt requested, postage prepaid and will be deemed to have been given
when so delivered or mailed (i) to the Company, at its principal executive
offices and (ii) to the holder of this Warrant, at such holder's address as it
appears in the records of the Company (unless otherwise indicated by such
holder).

14. Payment of Taxes. All shares of Common Stock (or any shares
of stock or other securities at the time issuable upon exercise of this
Warrant) issued upon the valid exercise of this Warrant shall be validly
issued, fully paid and nonassessable, and the Company shall pay all taxes and
other governmental charges that may be imposed in respect to the issue or
delivery thereof.

15. Miscellaneous. This Warrant and any term hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the Company and the holder of this Warrant. This Warrant is being
delivered in the State of California and shall be governed by and construed and
enforced in accordance with the internal laws of the State of California
(without reference to any principles of the conflicts of laws). The headings
in this Warrant are for purposes of reference only, and shall not limit or
otherwise affect any of the terms hereof.

Dated: September 5, 1997

SCM MICROSYSTEMS, INC.





By:
----------------------------------
Steve Humphreys, President














7
FORM OF SUBSCRIPTION

(To be signed only on exercise of warrant)

TO: SCM Microsystems, Inc.

The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, __________* shares of Common Stock of SCM Microsystems,
Inc. and herewith makes payment of $_______ therefor, and requests that the
certificates for such shares be issues in the name of, and delivered to
_____________________________________ whose address is _______________________
_________________________________________________.



_______________________________________
(Signature must conform in all respects
to name of holder as specified on the
face of the Warrant)



_______________________________________
_______________________________________
(Address)

Dated:

_______________________________________



* Insert here the number of shares as to which the Warrant is being exercised.















FORM OF ASSIGNMENT

(To be signed only on transfer of Warrant)

For value received, the undersigned hereby sells, assigns, and
transfers unto _________________ the right represented by the within Warrant to
purchase shares of Common Stock of SCM Microsystems, Inc., to which the within
Warrant relates, and appoints __________________ Attorney to transfer such
right on the books of SCM Microsystems, Inc., with full power of substitution
in the premises.




_______________________________________
(Signature must conform in all respects
to name of holder as specified on the
face of the Warrant)





_______________________________________
_______________________________________
(Address)

Dated:



_______________________________________