PINNACLE SYSTEMS INC.

                           AMENDMENT TO OEM AGREEMENT

         THIS AMENDMENT TO OEM AGREEMENT (the "Amendment") is entered into as of
September 13, 1996, between Pinnacle Systems,  Inc.  ("PINNACLE"),  a California
corporation  with its  principal  office at 870 West  Maude  Avenue,  Sunnyvale,
California 94086, and Data Translation,  Incorporated  ("OEM"),  a Massachusetts
corporation  with  its  principal  office  at  100  Locke  Drive,   Marlborough,
Massachusetts 01752.

         WHEREAS,  PINNACLE  and  OEM  are  parties  to an OEM  Agreement  dated
September 4, 1996 (the "Agreement"); and

         WHEREAS,  PINNACLE and OEM desire to amend the Agreement to read as set
forth below;

         NOW, THEREFORE, PINNACLE and OEM agree as follows:

         1. Section  6.1(e) of the  Agreement  is hereby  amended to read in its
entirety as follows:

                           "(e) OEM  agrees to take  delivery  of  [REDACTED***]
units of GenieDVE Product by [REDACTED***].  Payment terms for the [REDACTED***]
shall be [REDACTED***] days from date of shipment.  Terms will be net 30 for the
balance of units  shipped by PINNACLE to OEM. OEM agrees to take  delivery of an
additional [REDACTED***] units of GenieDVE by [REDACTED***].  OEM agrees to take
delivery of an  additional  [REDACTED***]  units,  for a total of  [REDACTED***]
units,  by  [REDACTED***].  Terms of Section 6.2 are not applicable to the first
[REDACTED***] units."

         2. This  Amendment will be governed by and  construed  and  enforced in
accordance  with the laws of the State of  California as they apply to contracts
entered into and wholly to be performed within such state.

         3. This Amendment may be executed in two or more counterparts,  each of
which will be deemed an original and all of which  together will  constitute one
instrument.

         4. Except as expressly amended by this Amendment, all provisions of the
Agreement shall remain in full force and effect and terms not otherwise  defined
herein shall have their respective meanings as set forth in the Agreement.

         IN WITNESS WHEREOF, the undersigned are duly authorized to execute this
first set forth above.

PINNACLE                                         DATA TRANSLATION , INC.

By:  /s/ Mark Sanders                            By:      /s/ John Molinari
   -----------------------------------------        ----------------------------
         Mark Sanders                                         John Molinari
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(Print Name)                                     (Print Name)

Title: President and Chief Executive Officer     Title:  VP/GM Multimedia
      --------------------------------------           -------------------------

                                                          

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