


                                                                  EXHIBIT 10.5.3

                          THIRD MODIFICATION AGREEMENT

         THIS THIRD MODIFICATION AGREEMENT  ("AGREEMENT") is made as of the 30th
day  of  March,  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 and the Second Modification Agreement dated February 13, 2001.

                  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 1.5.  Section 1.5 of the LOAN  AGREEMENT is hereby
amended by deleting its present  language in its entirety  and  substituting  in
lieu thereof the following:

                  Section 1.5.  Borrowing Base. The term "BORROWING  BASE" means
         an amount  equal to: (a) sixty  percent  (60%) of the face amount (less
         maximum discounts,  credits and allowances which may be taken by or are
         granted to ACCOUNT DEBTORS in connection  therewith) of billed ELIGIBLE
         ACCOUNTS;  minus (b) the  aggregate  stated  amount of all  outstanding
         LETTERS  OF CREDIT and  unsatisfied  reimbursement  obligations  of the
         BORROWER  arising out of LETTERS OF CREDIT;  minus (c) such reserves as
         the LENDER, in its sole and absolute  discretion,  deems appropriate at
         any time or from time to time,  including without limitation,  reserves
         determined by the LENDER to be appropriate  with respect to maintaining
         a  certain  level  of  availability,   and  with  respect  to  GUARANTY
         INDEBTEDNESS,   INTEREST   RATE   PROTECTION   AGREEMENTS,   and  other
         obligations of the BORROWER.

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                  b. 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) Four  Million Four Hundred
         Thousand  Dollars  ($4,400,000.00)  as of March  31,  2001;  (b)  Three
         Million Seven Hundred Thousand Dollars  ($3,700,000.00)  as of June 30,
         2001; (c) Four Million Two Hundred Thousand Dollars  ($4,200,000.00) as
         of September  30, 2001;  and (d) Four Million  Seven  Hundred  Thousand
         Dollars  ($4,700,000.00)  as of the last day of each  calendar  quarter
         ending after December 31, 2001.

                  c. 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) negative One Million One Hundred  Eighty-Nine  Thousand
         Dollars  (-$1,189,000.00)  for the three (3) month period  ending March
         31, 2001;  (b)  negative  Eight  Hundred  Fifty-Five  Thousand  Dollars
         (-$855,000.00)  for the month of April,  2001; (c) negative Two Hundred
         Eighty-Nine Thousand Dollars (-$289,000.00) for the month of May, 2001;
         (d) negative Four Hundred Twenty Thousand  Dollars  (-$420,000.00)  for
         the  three  (3)  month  period  ending  June  30,  2001;  (e)  negative
         Seventy-Five  Thousand  Dollars  (-$75,000.00)  for the  month of July,
         2001;  (f) Sixty-Two  Thousand  Dollars  ($62,000.00)  for the month of
         August, 2001; (g) Eight Hundred Thousand Dollars  ($800,000.00) for the
         three (3) month period  ending  September  30,  2001;  (h) negative One
         Hundred Fifty Thousand Dollars (-$150,000.00) for the month of October,
         2001; (i) One Hundred Seventeen Thousand Dollars  ($117,000.00) for the
         month of November,  2001; and (j) Seven Hundred Fifty Thousand  Dollars
         ($750,000.00) for the three (3) month period ending December 31, 2001.

                  d. 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) -9.0 to 1.0
         for the three (3) month period  ending March 31, 2001;  (b) -3.5 to 1.0
         for the three (3) month period ending June 30, 2001; (c) 7.5 to 1.0 for
         the three (3) month period ending  September  30, 2001;  and (d) 9.0 to
         1.0 for the three (3) month period ending December 31, 2001.

         Section 4. Amendment And  Modification Of Note.  Paragraph  number 1 of
the NOTE, as previously amended,  which paragraph is entitled "Interest Rate" is
hereby amended by deleting the words and percentage "Two and One-Quarter percent
(2.25%)"  and  substituting  in lieu thereof the words and  percentage  "two and
one-half percent (2.50%)."

         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

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amount of Fifteen Thousand Dollars  ($15,000).  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  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


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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  (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.

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         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.

         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

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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.

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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.

WITNESS/ATTEST:                 BORROWER:

                                ACCOM, INC.,
                                A Delaware Corporation

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

                                GUARANTORS:

                                ACCOM INTERNATIONAL, INC.

                                  By:    /s/  DONALD K. MCCAULEY      (SEAL)
                                         -----------------------
                                         Name:  Donald K. McCauley
                                         Title: Director

                                ACCOM EUROPE, LTD.

                                By:      /s/  DONALD K. MCCAULEY      (SEAL)
                                         -----------------------
                                         Name:  Donald K. McCauley
                                         Title: Director

                                ACCOM ASIA-PACIFIC

                                By:      /s/  DONALD K. MCCAULEY     (SEAL)
                                         -----------------------
                                         Name:  Donald K. McCauley
                                         Title: Director


                                ACCOM VIRTUAL STUDIO, INC.

                                By:      /s/  JUNAID SHEIKH           (SEAL)
                                         ------------------
                                         Name:  Junaid Sheikh
                                         Title: Director

                                LENDER:

                                THE PROVIDENT BANK,
                                An Ohio Banking Institution

                                By:      /s  JOSE GARDE               (SEAL)
                                         --------------
                                         Name:  Jose Garde
                                         Title: Vice President

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