
                                                                    EXHIBIT 10.1


                               AMENDMENT AGREEMENT


          AMENDMENT  AGREEMENT,  dated as of June 30,  1997  (the  "Amendment"),
between  Ampex  Finance  Corporation  (the  "Borrower")  and Congress  Financial
Corporation (Western) (the "Lender").

          WHEREAS,  the Borrower and Congress Financial  Corporation are parties
to that certain Loan and Security  Agreement dated as of May 5, 1994, as amended
(the "Loan Agreement"); and

          WHEREAS, Congress Financial Corporation (Western) has succeeded to the
interests  of  Congress  Financial  Corporation  by  assignment  and is for  all
purposes  the Lender under the Loan  Agreement,  as the same may be amended from
time to time; and

          WHEREAS,  the Borrower and the Lender have agreed to further amend the
Loan Agreement on the terms and subject to the conditions herein.

          NOW,   THEREFORE,   for  valuable   consideration,   the  receipt  and
sufficiency of which is hereby  acknowledged,  and subject to the fulfillment of
the conditions set forth below, the parties hereto agree as follows:

     SECTION 1. AMENDMENTS TO LOAN AGREEMENT

          1.1 The first  sentence  of  Section  12.1(a)  shall be amended in its
entirety as follow:  "This  Agreement and the other Financing  Agreements  shall
become  effective  as of the date set forth on the first  page  hereof and shall
continue  in full force and  effect for a term  ending on the date six (6) years
from the date hereof (the  "Renewal  Date"),  and from year to year  thereafter,
unless sooner terminated pursuant to the terms hereof.

          1.2 Section 12.1(c) shall be amended by deleting all dates and amounts
thereunder and inserting (x) under the "Amount" Column "(i) 3% of Maximum
Credit" and under the "Period" column "June 30, 1997 - May 5, 1999" and (y)
under the "Amount" column (ii) 1% of the "Maximum Credit" and under the "Period"
Column "May 6, 1999 and thereafter."


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     SECTION 2. MISCELLANEOUS


          2.1 The  Borrower  reaffirms  and  restates  the  representations  and
warranties  set forth in Section 8 of the Loan  Agreement and confirms that each
such  representation  and warranty  shall be true and correct on the date hereof
with the same  force  and  effect  as if made on such  date.  In  addition,  the
Borrower  represents and warrants (which  representations  and warranties  shall
survive the  execution  and  delivery  hereof) that (a) no Defaults or Events of
Default exist as of the date hereof,  (b) the Borrower has taken or caused to be
taken all necessary  corporate action to authorize the execution and delivery of
this  Amendment,  and (c) no consent  of any other  person  (including,  without
limitation,  shareholders  or creditors of the  Borrower),  and no action of, or
filing  with any  governmental  or  public  body or  authority  is  required  to
authorize,  or is  otherwise  required  in  connection  with the  execution  and
performance of this Amendment other than such that have been obtained.

          2.2 Except as herein expressly amended, each of the Loan Agreement and
Loan Documents is hereby ratified and confirmed in all respects and shall remain
in full force and effect in accordance with its terms.

          2.3 All  references  to the Loan  Agreement in various Loan  Documents
shall  mean the Loan  Agreement  as  amended  hereby  and as the same may in the
future  be  amended,  restated,  supplemented  or  modified  from  time to time.
Capitalized  terms used herein and not otherwise  defined  herein shall have the
meanings attributed to them in the Loan Agreement.

          2.4 This Amendment may be executed by the parties hereto  individually
or in  combination,  in one or more  counterparts,  each of  which  shall  be an
original and all of which shall constitute one and the same agreement.


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          2.5 THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,  WITHOUT GIVING EFFECT TO
THE CONFLICTS OF LAWS PRINCIPLES THEREOF.

          IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.

                                            AMPEX FINANCE CORPORATION


                                            By:  /s/ Ramon Venema
                                                 ------------------------------
                                                 Name:  Ramon Venema
                                                 Title: President


                                            CONGRESS FINANCIAL CORPORATION
                                            (WESTERN)


                                            By:  /s/ Drew Stawin
                                                 ------------------------------
                                                 Name:  Drew Stawin
                                                 Title: Vice President



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