


                 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

         This First  Amendment to Loan and Security  Agreement,  dated as of the
11th day of March,  1999, is made by and between Accom,  Inc.  ("Borrower")  and
LaSalle Business Credit,  Inc.  ("LaSalle") for the purpose of amending the Loan
and  Security  Agreement  executed  between  them as of  December  10, 1998 (the
"Agreement").

         For  valuable  consideration,  receipt  and  sufficiency  of which  are
acknowledged, Borrower and LaSalle agree as follows:

         1.  LaSalle  hereby  consents to  Borrower's  sale of an  aggregate  of
$3,500,000  of 6% Senior  Subordinated  Convertible  Notes Due 2004 to  American
Bankers Insurance Group,  Inc. and other purchasers  pursuant to a Note Purchase
Agreement  dated as of March 11, 1999,  provided  that all of the  purchasers of
such notes  execute a  Subordination  and  Intercreditor  Agreement  in form and
substance satisfactory to LaSalle.

         2. The  definition of "Revolving  Loan  Facility" is amended to read as
follows:

                  "'Revolving  Loan Facility'  shall mean the sum of $7,500,000;
         provided,  however,  that  Borrower  shall have the option,  by written
         notice to LaSalle  anytime  prior to December 10,  1999,  to reduce the
         Revolving Loan Facility,  effective  December 10, 1999, to any sum less
         than $7,500,000 but greater than or equal to $6,000,000."

         3. The  definition  of  "Tangible  Net  Worth"  is  amended  to read as
follows:

                  "'Tangible   Net  Worth'  shall  mean   shareholders'   equity
         (including retained  earnings),  plus the principal balance outstanding
         at any time on Borrowers 6% Senior  Subordinated  Convertible Notes Due
         2004  (including,  for the quarter  ending  December 31, 1998, on a pro
         forma basis, the initial principal balance of such subordinated notes),
         less the book value of all intangible assets,  determined by LaSalle on
         a consistent basis."

         4. The following new paragraph 5(i) is hereby added to the Agreement:

                  "(i) Collateral  Maintenance Fee. If the average daily balance
         of  Revolving  Loans  outstanding   during  any  month,  as  reasonably
         determined by LaSalle, is: (x) less than $1,000,000, Borrower shall pay
         to LaSalle a Collateral  Maintenance  Fee of $2,000 for such month;  or
         (y) $1,000,000 or more, but less than $2,000,000, Borrower shall pay to
         LaSalle a Collateral Maintenance Fee of $1,000 for such month."

         5.  Paragraph  14(n)(i)  of the  Agreement  is  hereby  amended  in its
entirety to read as follows:

                  "(i) Tangible Net Worth.  Borrower and its Subsidiaries,  on a
         consolidated  basis,  shall  maintain  as of the end of (A)  the  month
         ending December 31, 1998 a Tangible



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         Net Worth of not less than the Base Amount (as  defined  below) and (B)
         each month thereafter, a Tangible Net Worth of not less than the sum of
         (1) the Base Amount and (2) an aggregate amount equal to ninety percent
         (90%) of the net income after taxes of Borrower  and its  Subsidiaries,
         on a consolidated  basis, for each fiscal quarter ending  subsequent to
         January 1, 1999 provided, however, that such aggregate amount shall not
         be reduced by the amount of any net loss before  taxes of Borrower  and
         its Subsidiaries, on a consolidated basis, for any fiscal quarter). For
         purposes  of this  paragraph  (i),  the "Base  Amount"  shall  mean the
         greater of (x) three million dollars ($3,000,000) or (y) the sum of the
         Tangible  Net Worth of Borrower  and its  Subsidiaries  as reflected on
         Borrower's  audited  December 31, 1998 balance sheet less three hundred
         thousand dollars ($300,000);"

         6. The following new Section 14(v) is hereby added to the Agreement:

                  "14(v)   Borrower  shall  not  make  any  prepayments  of  any
         indebtedness to American  Bankers  Insurance  Group,  Inc.  ("ABIG") or
         other holders of Borrower's 6% Senior  Subordinated  Convertible  Notes
         ("Holders").  Borrower shall make payments to ABIG or Holders only when
         and to the extent  permitted  by the  Subordination  and  Intercreditor
         Agreement made as of March 11, 1999 among ABIG,  certain other Holders,
         LaSalle and Borrower, and will refrain from making any payments to ABIG
         or  any  other  Holder  when  such  payments  are  prohibited  by  such
         agreement."

         7. The following new Section 14(w) is hereby added to the Agreement:

                  "14(w) On or before April 9, 1999,  Borrower  shall deliver to
         LaSalle all instruments,  certificates,  documents,  agreements,  stock
         powers and assignments which Borrower has agreed to deliver pursuant to
         Section 4 of the Stock Pledge  Agreement  dated as of December 10, 1998
         between Borrower and LaSalle."

         8. For and in  consideration  of the  accommodations  reflected in this
Amendment, Borrower shall pay to LaSalle an accommodation fee of $5,000.

         9. Borrower  shall pay all expenses,  including  attorney  fees,  which
LaSalle  incurs in connection  with the  preparation  of this  Amendment and any
related documents.  All such fees and expenses may be charged against Borrower's
loan account.

         10. To induce LaSalle to enter into this Amendment,  Borrower makes the
following representations and warranties:

                  (a) Each  recital,  representation  and warranty  contained in
this  Amendment,  in the Agreement as amended by this Amendment and in the Other
Agreements,  are true and  correct as of the date of this  Amendment  and do not
omit to state a material fact required to make those  recitals,  representations
and warranties not misleading.

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                  (b) No event has occurred and is continuing which  constitutes
or would, with the giving of notice, the passage of time or both,  constitute an
Event of Default under the Agreement or any of the other Agreements.

         11. Except as specifically  provided above, the Agreement and the Other
Agreements remain fully valid, binding and enforceable according to their terms.

         12. Borrower  waives any and all defenses,  claims,  counterclaims  and
offsets  against  LaSalle  which may have arisen or accrued  through the date of
this Amendment. Borrower acknowledges that LaSalle and its employees, agents and
attorneys  have made no  representations  or  promises  except  as  specifically
reflected  in this  Amendment  and in the  written  agreements  which  have been
previously  executed.  Borrower  and each  Guarantor  hereby  waives any and all
defenses,  claims,  counterclaims  and offsets  against  LaSalle  which may have
arisen or accrued through the date of this Amendment.

         13. Borrower represents and warrants to LaSalle that this Amendment has
been approved by all necessary  corporate  action,  and the individuals  signing
below represent and warrant that they are fully authorized to do so.


                                   ACCOM, INC.

                                   By: /s/ Junaid Sheikh
                                       -----------------------------------------
                                   Title: Chief Executive Officer
                                          --------------------------------------


                                   LASALLE BUSINESS CREDIT, INC.

                                   By: /s/ Robert C. Alexander
                                       -----------------------------------------
                                   Title: Vice President
                                          --------------------------------------

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