

                                                                  EXHIBIT 10.5.2

                          SECOND MODIFICATION AGREEMENT

           THIS SECOND  MODIFICATION  AGREEMENT  ("AGREEMENT") is made as of the
13th day of February,  2001,  by and among ACCOM,  INC., a Delaware  corporation
("BORROWER");  THE PROVIDENT BANK, an Ohio banking institution  ("LENDER");  and
ACCOM  INTERNATIONAL,  INC., ACCOM EUROPE,  LTD., ACCOM ASIA-PACIFIC,  and ACCOM
VIRTUAL STUDIO, INC. (collectively,  "GUARANTORS").  Hereafter, the BORROWER and
the GUARANTORS are collectively referred to as the "OBLIGORS."

                                    RECITALS

           The LENDER has extended a revolving  line of credit to the  BORROWER.
The GUARANTORS  have  guaranteed to the LENDER the repayment and  performance by
the BORROWER of such credit accommodation.

           The OBLIGORS have  requested  that the LENDER agree to modify certain
of the terms and conditions governing the credit accommodations.  The LENDER has
agreed  to the  requested  modifications  in  accordance  with the terms of this
AGREEMENT.  The parties  have entered into this  AGREEMENT  to  accomplish  such
modifications.

           NOW, THEREFORE,  in consideration of the premises, and other good and
valuable   consideration,   the  receipt  and   adequacy  of  which  are  hereby
acknowledged, the parties hereby agree as follows:

                                    AGREEMENT

           Section  1.  Definitions.  As used in this  AGREEMENT,  the terms set
forth below  shall have the  meanings  set forth  below.  Terms  defined in this
Section or elsewhere in this AGREEMENT are in all capital letters.  The singular
use of any defined  term  includes  the plural,  and the plural use includes the
singular.  All terms  defined in the "LOAN  AGREEMENT"  (as such term is defined
below)  which  are not  defined  herein  shall  have  the same  meaning  in this
AGREEMENT as given to them in the LOAN AGREEMENT.

                    Section   1.1   Guaranty.    The   term   "GUARANTY"   means
collectively:  (a) the Guaranty  Agreement  dated  February 10, 2000 executed by
Accom  International,  Inc.; (b) the Guaranty  Agreement dated February 10, 2000
executed by Accom Europe,  Ltd.; (c) the Guaranty  Agreement  dated February 10,
2000  executed  by Accom  Asia-Pacific;  and (d) the  Guaranty  Agreement  dated
February 10, 2000 executed by Accom Virtual Studio, Inc.

                    Section  1.2 Laws.  The term  "LAWS"  means all  ordinances,
statutes,  rules,  regulations,  orders,  injunctions,  writs or  decrees of any
governmental authority.


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                    Section 1.3 Loan Agreement.  The term "LOAN AGREEMENT" means
the Loan And Security Agreement by and between the BORROWER and the LENDER dated
February 10, 2000,  as amended by the  Modification  Agreement  dated August 11,
2000.

                    Section 1.4 Loan Documents.  The term "LOAN DOCUMENTS" means
collectively the LOAN AGREEMENT, NOTE, GUARANTY, and all agreements, instruments
and documents,  security  agreements,  subordination  agreements,  intercreditor
agreements,  pledges,  affidavits,  powers of attorney,  consents,  assignments,
landlord and mortgage waivers, opinions,  collateral assignments,  reimbursement
agreements,  contracts,  notices, leases, financing statements,  pledges and all
other written  matter,  whether  heretofore,  now or hereafter  executed,  which
evidence or secure the LOAN.

                    Section 1.5 Loan.  The term "LOAN" means the revolving  line
of credit facility being provided by the LENDER to the BORROWER  pursuant to the
LOAN AGREEMENT.

                    Section 1.6 Note.  The term "NOTE" means the Revolving  Loan
Promissory Note dated February 10, 2000 from the BORROWER, as maker thereof, and
payable to the order of the LENDER in the stated principal amount of Two Million
Dollars ($2,000,000.00).

           Section 2.  Acknowledgment Of Obligations.  The OBLIGORS  acknowledge
that: (a) each of the LOAN DOCUMENTS is the valid and binding obligation of each
of the  OBLIGORS  that is a  signatory  thereto;  (b)  the  LOAN  DOCUMENTS  are
enforceable  in accordance  with all stated terms;  and (c) the OBLIGORS have no
defenses, claims of offset, or counterclaims against the enforcement of the LOAN
DOCUMENTS in accordance with all stated terms.

           Section 3. Amendment and  Modification  of Loan  Agreement.  The LOAN
AGREEMENT is hereby amended and modified as follows:

                    a.  Section  1.17.  Section  1.17 of the LOAN  AGREEMENT  is
hereby amended by deleting its present language in its entirety and substituting
in lieu thereof the following:

                        Section  1.17.  Dollar Cap.  The term "DOLLAR CAP" shall
                    mean the sum of Two Million Dollars ($2,000,000.00).

                    b.  Section  1.60.  Section  1.60 of the LOAN  AGREEMENT  is
hereby amended by deleting its present language in its entirety and substituting
in lieu thereof the following:


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                        Section 1.60. Tangible Net Worth. The term "TANGIBLE NET
                    WORTH" means,  as of the date of  determination,  the amount
                    equal to:  (a) the  BORROWER'S  net worth as  determined  in
                    accordance with GAAP; plus (b) SUBORDINATED  DEBT; minus (c)
                    intangible assets of the BORROWER.

                    c. Section  2.1.6.  Section  2.1.6 of the LOAN  AGREEMENT is
hereby amended by deleting its present language in its entirety and substituting
in lieu thereof the following:

                        Section  2.1.6.  Term.  All sums  outstanding  under the
                    REVOLVING LOAN shall be paid in full on January 31, 2002.

                    d.  Article  2.  Article 2 of the LOAN  AGREEMENT  is hereby
amended by inserting at the end thereof, the following new Section:

                        Section  2.7.  Annual  Clean-Up.   The  BORROWER  hereby
                    covenants  and  agrees to  maintain  the  principal  balance
                    outstanding under the REVOLVING LOAN at Zero Dollars ($0.00)
                    for not less than  thirty  (30)  consecutive  calendar  days
                    during each calendar year.

                    e.  Section  5.18.  Section  5.18 of the LOAN  AGREEMENT  is
hereby amended by deleting its present language in its entirety and substituting
in lieu thereof the following:

                        Section  5.18.  Tangible Net Worth.  The BORROWER  shall
                    maintain  a TANGIBLE  NET WORTH of not less  than:  (a) Five
                    Million  Dollars  ($5,000,000.00)  as of March 31, 2001; (b)
                    Five Million  Dollars  ($5,000,000.00)  as of June 30, 2001;
                    (c)   Five   Million   Five   Hundred    Thousand    Dollars
                    ($5,500,000.00)  as of  September  30,  2001;  and (d)  Five
                    Million Eight Hundred Thousand Dollars ($5,800,000.00) as of
                    the last day of each calendar quarter ending after September
                    30, 2001.

                    f.  Section  5.19.  Section  5.19 of the LOAN  AGREEMENT  is
hereby amended by deleting its present language in its entirety and substituting
in lieu thereof the following:

                        Section 5.19.  EBITDA. The BORROWER shall have an EBITDA
                    of not less  than:  (a)  Five  Hundred  Forty-Five  Thousand
                    Dollars  ($545,000.00)  for the  twelve  (12)  month  period
                    ending January 31, 2001; (b) Four Hundred  Sixteen  Thousand
                    Dollars  ($416,000.00)  for the  twelve  (12)  month  period
                    ending  February  28,  2001;


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                    (c) Five Hundred Eighty-Nine Thousand Dollars  ($589,000.00)
                    for the twelve (12) month period ending March 31, 2001;  (d)
                    Eighty-Four  Thousand  Dollars  ($84,000.00)  for the twelve
                    (12) month period  ending  April 30,  2001;  (e) Two Hundred
                    Seventy-Four  Thousand Dollars  ($274,000.00) for the twelve
                    (12) month  period  ending  May 31,  2001;  (f) Six  Hundred
                    Forty-Five  Thousand  Dollars  ($645,000.00)  for the twelve
                    (12) month  period  ending June 30,  2001;  (g) Five Hundred
                    Sixteen Thousand Dollars  ($516,000.00)  for the twelve (12)
                    month  period  ending  July  31,  2001;   (h)  Four  Hundred
                    Thirty-One  Thousand Dollars  ($431,000,000)  for the twelve
                    (12) month period ending  August 31, 2001;  (i) Nine Hundred
                    Thirty-Seven  Thousand Dollars  ($937,000.00) for the twelve
                    (12)  month  period  ending  September  30,  2001;  (j) Four
                    Hundred Sixty-Eight  Thousand Dollars  ($468,000.00) for the
                    twelve (12) month period  ending  October 31, 2001;  (k) One
                    Million   Two   Hundred    Sixty-Five    Thousand    Dollars
                    ($1,265,000.00)  for the  twelve  (12) month  period  ending
                    November  30,  2001;  (l) One Million  Seven  Hundred  Three
                    Thousand Dollars  ($1,703,000.00)  for the twelve (12) month
                    period ending  December 31, 2001;  and (m) One Million Seven
                    Hundred  Three  Thousand  Dollars  ($1,703,000.00)  for each
                    twelve (12) month  period  ending on the last day of a month
                    after December 31, 2001.

                    g.  Section  5.20.  Section  5.20 of the LOAN  AGREEMENT  is
hereby amended by deleting its present language in its entirety and substituting
in lieu thereof the following:

                        Section  5.20.  Interest  Coverage  Ratio.  The BORROWER
                    shall maintain an INTEREST  COVERAGE RATIO of not less than:
                    (a) 1.47 to 1.0 for the  twelve  (12)  month  period  ending
                    March 31,  2001;  (b) 1.51 to 1.0 for the twelve  (12) month
                    period ending June 30, 2001;  (c) 2.11 to 1.0 for the twelve
                    (12) month period ending  September 30, 2001; and (d) 3.8 to
                    1.0 for each fiscal quarter ending after September 30, 2001.

                    h.  Section  6.15.  Section  6.15 of the LOAN  AGREEMENT  is
hereby amended by deleting its present language in its entirety and substituting
in lieu thereof the following:

                        Section 6.15. Capital  Expenditures.  The BORROWER shall
                    not  make any  CAPITAL  EXPENDITURES  in  excess  of:  Three
                    Hundred  Thousand  Dollars  ($300,000.00)  in the  aggregate
                    during the three (3) month  period  ending  March 31,  2001;
                    Four Hundred Fifty  Thousand  Dollars  ($450,000.00)  in the
                    aggregate  during the six (6) month  period  ending June 30,
                    2001; Five Hundred Fifty Thousand  Dollars  ($550,000.00) in
                    the  aggregate  during  the


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<PAGE>

                    nine (9) month period ending September 30, 2001; Six Hundred
                    Thousand  Dollars  ($600,000.00) in the aggregate during the
                    twelve (12) month period ending  December 31, 2001;  and (e)
                    Three  Hundred  Thousand  Dollars  ($300,000.00)  during any
                    fiscal quarter ending after December 31, 2001.

           Section 4. Amendment And Modification Of Note.  Paragraph number 3 of
the NOTE, which paragraph is entitled  "Repayment" is hereby amended by deleting
the date "June 30, 2001" and  substituting in lieu thereof the date "January 31,
2002."

           Section 5. Amendment Fee. In consideration of the LENDER'S agreements
contained  herein,  the  BORROWER  shall  pay to the  LENDER on the date of this
AGREEMENT a fee in the amount of Five Thousand Dollars ($5,000.00). The BORROWER
hereby  irrevocably  authorizes  the LENDER to make an advance under the LOAN to
make payment of such fee.

           Section 6. Obligors' Representations And Warranties. As an inducement
to the  LENDER to enter  into this  AGREEMENT,  each of the  OBLIGORS  makes the
following  representations  and  warranties to the LENDER and  acknowledges  the
LENDER'S justifiable reliance thereon:

                    Section 6.1 Authority And Good Standing.  Each OBLIGOR:  (a)
has the power to enter into this  AGREEMENT  and any  related  documents  and to
perform all of its obligations hereunder and thereunder; (b) has duly authorized
the entry into and performance of this AGREEMENT and all related documents;  and
(c) is in good standing in the jurisdiction of its organization.

                    Section  6.2  Violations.   The  execution,   delivery,  and
performance of this AGREEMENT by each OBLIGOR will not immediately,  or with the
passage of time,  the giving of notice,  or both: (a) violate any LAWS or result
in a default under any contract,  agreement,  or instrument to which any OBLIGOR
is a party or by which any OBLIGOR or any  properties  of any OBLIGOR are bound;
or (b) result in the creation or imposition of any security interest in, or lien
or encumbrance  upon,  any of the assets of any OBLIGOR,  except in favor of the
LENDER.

                    Section 6.3 Litigation.  There are no outstanding  judgments
or  tax  liens   against  any  OBLIGOR,   and  there  are  no  actions,   suits,
investigations or proceedings  pending against any OBLIGOR or against any of the
collateral securing the LOAN.

                    Section  6.4 Liens.  The LENDER  holds  first lien  priority
perfected  liens and security  interests in and to the assets of the BORROWER as
required by the terms and  conditions of the LOAN  DOCUMENTS,  which liens shall
survive intact the transactions


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contemplated by this AGREEMENT in the same lien priority  existing prior to this
AGREEMENT.

                    Section 6.5  Enforceability.  This  AGREEMENT and all of the
LOAN DOCUMENTS,  as modified and amended in accordance  herewith,  are the valid
and binding obligations of the OBLIGORS, as indicated, and are fully enforceable
in accordance with all stated terms.

           Section 7. Guaranty.  The  GUARANTORS  hereby ratify and reaffirm the
terms and  conditions of each GUARANTY and  acknowledge  that each GUARANTY will
continue to be fully enforceable  against the GUARANTOR  executing such GUARANTY
in  accordance  with all stated terms after the  execution  and delivery of this
AGREEMENT and the consummation of the transactions contemplated herein.

           Section 8. No Other  Modifications  Of Loan  Documents.  The  parties
acknowledge  that  except as  specifically  stated in this  AGREEMENT,  the LOAN
DOCUMENTS  shall not be deemed to have been amended,  modified or changed in any
respect,  and shall  continue to be enforceable  against the parties  thereto in
accordance with all stated terms. Nothing contained herein is intended to limit,
vary,  or terminate any liens,  pledges,  security  interests or mortgage  liens
presently  existing for the benefit of the LENDER or to alter the lien  priority
thereof.  Each  OBLIGOR  reaffirms  and  ratifies  all of such  liens,  pledges,
security  interests or mortgage liens previously  granted for the benefit of the
LENDER.

           Section 9. Further Assurances. The OBLIGORS each agree to execute and
deliver to the LENDER  such other and  further  documents  as may,  from time to
time, be  reasonably  requested by the LENDER in order to execute or enforce the
terms and conditions of this AGREEMENT or any of the LOAN DOCUMENTS.

           Section 10. No Novation;  No  Refinance.  It is the intent of each of
the OBLIGORS and of the LENDER that nothing contained in this AGREEMENT shall be
deemed to effect or accomplish or otherwise  constitute a novation of any of the
obligations  owed by any of the  OBLIGORS to the LENDER or to be a refinance  of
the LOAN.  Nothing contained herein shall be deemed to extinguish,  terminate or
impair any of the duties or obligations  owed by the OBLIGORS to the LENDER with
respect to the LOAN, the LOAN DOCUMENTS or the GUARANTY.

           Section 11. Enforceability. This AGREEMENT shall inure to the benefit
of and be enforceable  against the OBLIGORS and the LENDER and their  respective
successors and assigns.

           Section 12. Choice Of Law; Consent To  Jurisdiction;  Agreement As To
Venue.  This  AGREEMENT  shall be  construed,  performed  and  enforced  and its
validity and enforceability  determined in accordance with the LAWS of the State
of  Maryland


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(excluding, however, conflict of LAWS principles). Each of the OBLIGORS consents
to the  jurisdiction of the courts of the State of Maryland and the jurisdiction
of the United States District Court for the District of Maryland, if a basis for
federal  jurisdiction exists. Each of the OBLIGORS waives any right to object to
the  maintenance of a suit in any of the state or federal courts of the State of
Maryland on the basis of improper venue or inconvenience of forum.

           Section  13.  Amendment.  This  AGREEMENT  may be  amended  only by a
writing duly executed by each of the OBLIGORS and by the LENDER.

           Section 14. Waiver. No failure or delay by the LENDER in the exercise
or enforcement of any of its rights under any LOAN DOCUMENT shall be a waiver of
such  right or remedy  nor shall a single or  partial  exercise  or  enforcement
thereof  preclude any other or further  exercise or  enforcement  thereof or the
exercise or enforcement of an other right or remedy.  The LENDER may at any time
or from time to time waive all or any rights  under this  AGREEMENT or under any
LOAN  DOCUMENT,  but any such waiver must be specific and in writing and no such
waiver  shall  constitute,  unless  specifically  so  expressed by the LENDER in
writing,  a future  waiver of  performance  or exact  performance  by any of the
OBLIGORS. No notice to or demand upon the OBLIGORS in any instance shall entitle
any  OBLIGOR  to any other or further  notice or demand in the same,  similar or
other circumstance.

           Section  15.  Obligations  Unconditional.  The  OBLIGORS'  respective
obligations  hereunder  and as set forth in the LOAN  DOCUMENTS are absolute and
unconditional,  and  are  independent  of any  defense  or  rights  of  set-off,
recoupment  or  counterclaim  which any of the  OBLIGORS  might have against the
LENDER.  Each of the OBLIGORS agrees that all payments required to be made by it
shall be made  free of any  deductions  and  without  abatement,  diminution  or
set-off.  Until the LOAN has been fully repaid and all other  obligations of the
OBLIGORS owed to the LENDER have been fully  performed:  (a) no payment provided
for herein or by the terms of any of the LOAN  DOCUMENTS  shall be  suspended or
discontinued;  and (b) the OBLIGORS shall fully perform and observe all of their
respective  covenants and agreements contained herein and in the LOAN DOCUMENTS,
including without limitation,  the covenants and agreements to make all payments
required under the LOAN DOCUMENTS, as amended pursuant to this AGREEMENT.

           Section 16.  Expenses.  The BORROWER  agrees to reimburse  the LENDER
upon demand for the costs and expenses incurred by the LENDER in connection with
the preparation of this AGREEMENT,  including all attorneys'  fees. In the event
the BORROWER fails to pay such costs and expenses upon the demand of the LENDER,
the BORROWER hereby  irrevocably  authorizes the LENDER to make an advance under
the LOAN in order to make payment of such costs and expenses.


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           Section 17. Counterparts And Delivery. This AGREEMENT may be executed
and  delivered  in  counterparts,  and shall be fully  enforceable  against each
signatory,  even if all  designated  signatories  do not  actually  execute this
AGREEMENT.  No OBLIGOR is relying  upon the  signature  of any other  OBLIGOR in
making  the  decision  to  execute  this  AGREEMENT.  This  AGREEMENT,  and  the
signatures to this AGREEMENT, may be delivered via facsimile.

           SECTION 18. RELEASE. IN ORDER TO INDUCE THE LENDER TO ENTER INTO THIS
AGREEMENT,  EACH OF THE OBLIGORS  FOREVER RELEASES AND DISCHARGES THE LENDER AND
THE LENDER'S OFFICERS, DIRECTORS,  EMPLOYEES, ATTORNEYS, AGENTS, SUCCESSORS, AND
ASSIGNS  (COLLECTIVELY,  THE "RELEASED PARTIES") FROM ANY AND ALL CLAIMS, CAUSES
OF ACTION,  SUITS AND DAMAGES  (INCLUDING  CLAIMS FOR ATTORNEYS' FEES AND COSTS)
WHICH THE OBLIGORS,  JOINTLY OR SEVERALLY,  EVER HAD OR MAY NOW HAVE AGAINST ANY
OF THE RELEASED PARTIES, WHETHER KNOWN OR UNKNOWN,  INCLUDING BUT NOT LIMITED TO
ANY AND ALL CLAIMS BASED UPON OR RELYING ON ANY  ALLEGATIONS  OR  ASSERTIONS  OF
DURESS, ILLEGALITY, UNCONSCIONABILITY, BAD FAITH, BREACH OF CONTRACT, REGULATORY
VIOLATIONS,  NEGLIGENCE,  MISCONDUCT,  OR ANY OTHER TORT, CONTRACT OR REGULATORY
CLAIM  OF ANY  KIND  OR  NATURE.  THIS  RELEASE  IS  INTENDED  TO BE  FINAL  AND
IRREVOCABLE  AND IS NOT SUBJECT TO THE  SATISFACTION  OF ANY  CONDITIONS  OF ANY
KIND.

           Section 19. Waiver Of Jury Trial. Each of the OBLIGORS and the LENDER
agree that any suit,  action,  or  proceeding,  whether  claim or  counterclaim,
brought or instituted by any of the  OBLIGORS,  the LENDER,  or any successor or
assign  of any of the  OBLIGORS  or the  LENDER,  on or  with  respect  to  this
AGREEMENT or any of the LOAN DOCUMENTS or which in any way relates,  directly or
indirectly,  to the  obligations of any of the OBLIGORS to the LENDER under this
AGREEMENT  or any of the LOAN  DOCUMENTS  or the  dealings of the  parties  with
respect  thereto,  shall  be  tried  by a court  and not by a jury.  EACH OF THE
OBLIGORS AND THE LENDER HEREBY  EXPRESSLY  WAIVE ANY RIGHT TO A TRIAL BY JURY IN
ANY SUCH SUIT, ACTION, OR PROCEEDING.

           IN WITNESS WHEREOF, the parties have executed this AGREEMENT with the
specific  intention of creating a document  under seal to be effective as of the
date first above written.


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WITNESS/ATTEST:                       BORROWER:

                                      ACCOM, INC., A Delaware Corporation

                                      By:  Donald K. McCauley /s/         (SEAL)
                                           ----------------------
                                           Donald K. McCauley,
                                           Senior Vice President and CFO

                                      GUARANTORS:

                                      ACCOM INTERNATIONAL, INC

                                      By:  Donald K. McCauley /s/         (SEAL)
                                           ----------------------
                                           Name:  Donald K. McCauley
                                           Title: CFO

                                      ACCOM EUROPE, LTD.

                                      By:  James Cunniffe /s/             (SEAL)
                                           ------------------
                                           Name:  James Cunniffe
                                           Title: Director

                                      ACCOM ASIA-PACIFIC

                                      By:  Donald K. McCauley /s/         (SEAL)
                                           ----------------------
                                           Name:  Donald K. McCauley
                                           Title: CFO

                                      ACCOM VIRTUAL STUDIO, INC.

                                      By:  Junaid Sheikh /s/              (SEAL)
                                           -----------------
                                           Name:  Junaid Sheikh
                                           Title:     Chairman & CEO

                                      LENDER:

                                      THE PROVIDENT BANK,
                                      An Ohio Banking Institution

                                      By:  Jose V. Garde /s/              (SEAL)
                                           -----------------
                                           Name:  Jose V. Garde
                                           Title:  Vice President



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