WAIVER TO RESTATED STOCKHOLDERS' AGREEMENT

EXHIBIT 10.36



WAIVER AND AMENDMENT TO AMENDED

AND RESTATED STOCKHOLDERS' AGREEMENT

This Waiver and Amendment is entered into as of this 5th day of September,
1997, by and among SCM Microsystems, Inc., a Delaware corporation (the
"Company") and certain of those parties to the Amended and Restated
Stockholders' Agreement, dated April 11, 1997 (the "Stockholders' Agreement"),
listed in Exhibit A hereto (the "Existing Stockholders and Note Holders"). All
capitalized terms not otherwise defined herein shall have the meaning ascribed
to them in the Stockholders' Agreement.

RECITALS

1. The Stockholders' Agreement provides at Section 2 thereof for
certain rights of first offer in favor of the Existing Stockholders and Note
Holders of the Company with respect to proposed new issues by the Company of
its equities securities (or rights to acquire such equity securities).

2. The Company is contemplating the offer, sale and issuance to
Gemplus, a legal entity under the laws of France ("Gemplus"), of (i) 200,000
shares of Common Stock of the Company at a purchase price of $9.00 per share,
and (ii) Warrants to purchase up to an additional 200,000 shares of Common Stock
of the Company at an exercise price of $13.00 per share and an additional
200,000 shares of Common Stock at an exercise price of $14.00 per share
(together, the "Warrants"). To the extent they are then unexercised, the
Warrants will expire one year after issuance or upon any earlier merger, sale or
other change of voting control of the Company. In connection with such
offering, the Company and the Existing Stockholders and Note Holders desire to
waive certain rights of first offer set forth in Section 2 of the Stockholders'
Agreement as set forth herein.

3. In addition, the Company and the Existing Stockholders and
Note Holders desire to amend the Stockholders' Agreement in order to extend to
Gemplus substantially the same or similar rights and benefits of the Existing
Stockholders and Note Holders under the Stockholders' Agreement with respect to
the Common Stock and Warrants to be purchased by Gemplus, and the Common Stock
issuable upon exercise of such Warrants.

4. The parties have agreed to the terms of this waiver and
amendment in consideration for the mutual promises, covenants and agreements
contained herein.





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WAIVER AND AMENDMENT

1. That certain right of first offer set forth in Section 2 of
the Stockholders' Agreement is hereby waived as to all Existing Stockholders
and Note Holders with respect to the issuance and sale to Gemplus of (i) the
Gemplus Shares (as defined below); and (ii) the Gemplus Warrants (as defined
below), and the Common Stock issuable or issued upon exercise thereof. The
Company hereby consents to such waiver.

2. Upon the closing of the sale of the Gemplus Shares and Gemplus
Warrants to Gemplus (the "Closing"), and provided Gemplus agrees in writing to
become bound by all terms and conditions thereof, Gemplus shall be made a party
to the Stockholders' Agreement.

3. In addition, effective upon the Closing, the Existing
Stockholders and Note Holders consent to and do hereby amend the Stockholders'
Agreement as follows:

(a) the definitions of "Existing Stockholders" and
"Stockholders" in the Stockholders Agreement shall be deemed to include
Gemplus;

(b) Section 1.1(e) shall be amended to read in its
entirety:

"(e) The term "Registrable Securities" means all
of the following to the extent the same have not been resold to the
public: (i) shares of Common Stock of the Company held by, or
issuable upon conversion of the Preferred Stock of the Company held by
the Existing Stockholders, the Note Holders and the Purchasers as of
the date of this Agreement, (ii) the Debtholder Shares, (iii) the
Warrantholder Shares, (iv) the Gemplus Shares, (v) all shares of
Common Stock and other securities issued or issuable in respect of the
Common Stock referred to in clauses (i), (ii), (iii) and (iv) by
reason of a stock split, stock dividend, stock combination,
recapitalization or the like."

(c) Section 1.1(i) shall be amended to read in its
entirety:

"(i) The term "Shares" shall mean the shares of
Common Stock and Preferred Stock of the Company, and in any provision
where the context requires a vote or counting of Shares, the shares of
Preferred Stock shall be counted based upon the number of shares of
Common Stock into which such shares of Preferred Stock are then
convertible, and the shares of Common Stock shall be counted as
including the number of shares of Common Stock for which the Gemplus
Warrants are then exercisable."

(d) New section 1.1(k) shall be added which shall read in
its entirety:

"(k) The term "Gemplus" shall mean Gemplus, a legal
entity organized under the laws of France."

(e) New Section 1.1(l) shall be added which shall read in
its entirety:











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"(l) The term "Gemplus Shares" shall mean (i)
200,000 shares of Common Stock of the Company issued to Gemplus, (ii)
up to 400,000 shares of Common Stock of the Company issuable to
Gemplus upon exercise of the Gemplus Warrants, pursuant to that
certain Common Stock and Warrant Purchase Agreement dated as of
September 5, 1997 between the Company and Gemplus (the "Gemplus
Agreement) and (iii) all shares of Common Stock and other securities
issued or issuable in respect of the Common Stock referred to in
clauses (i) and (ii) by reason of a stock split, stock dividend, stock
combination, recapitalization or the like. For purposes of
calculating the number of Gemplus Shares under any provision of this
Agreement, the Gemplus Warrants shall be deemed to have been exercised
in full and the shares of Common Stock of the Company issued
thereunder to Gemplus.

(f) New Section 1.1 (m) shall be added to read in its
entirety:

"(m) The term "Gemplus Warrants" shall mean (i) a
Warrant to purchase 200,000 shares of the Common Stock of the Company
at an exercise price of $13.00 per share, and (ii) a Warrant to
purchase 200,000 shares of the Common Stock of the Company at an
exercise price of $14.00 per share, issued to Gemplus pursuant to the
Gemplus Agreement and evidenced by the Warrant instruments of even
date therewith.

4. The Company hereby agrees to such amendments to the
Stockholders' Agreement.

5. In accordance with Section 6.1 of the Stockholders' Agreement,
this Waiver and Amendment shall be effective upon its execution and delivery by
the Company and Existing Stockholders and Note Holders holding a majority of
the Registrable Securities (as defined in the Stockholders' Agreement).

COMPANY:

SCM MICROSYSTEMS, INC.,

a Delaware corporation





By:
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Steve Humphreys, President











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SCM MICROSYSTEMS, INC.



COUNTERPART SIGNATURE PAGE

TO WAIVER AND AMENDMENT TO

AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT

SEPTEMBER 5, 1997





"HOLDER"



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