
                                                                 EXHIBIT 10.12.1

                     American Bankers Insurance Group, Inc.


                                February 10, 2000

Accom, Inc.
1490 O'Brien Drive
Menlo Park, CA 94025
Attn:  Junaid Sheikh

             Accom, Inc. - Second Agreement of Waiver and Amendment

Dear Sirs:

         We refer you to the Senior Subordinated Convertible Notes due March 12,
2004, (the "Notes") of Accom,  Inc. (the "Company") issued March 12, 1999 to the
persons  listed on Annex I to the Purchase  Agreement  (as herein  defined) (the
"Holders")  in the amounts set forth  opposite the names of such persons on said
Annex I and the  Note  Purchase  Agreement,  dated  as of March  12,  1999  (the
"Purchase Agreement") among the Company and the Holders.  Capitalized terms used
herein without  definition  shall have the same meanings  herein as specified in
the Notes and the Purchase  Agreement,  as applicable,  without giving effect to
this Agreement of Waiver and Amendment.

         On  November  3, 1999,  the  American  Bankers  Insurance  Group,  Inc.
("ABIG"),  as the Holder of at least 50% of the aggregate  outstanding principal
amount of the Notes,  waived through  October 31, 1999 certain Events of Default
under Section 13(c) of the Notes that had occurred due to failure on the part of
the Company to comply with the covenants contained in Section 11(k) and 11(l) of
the Notes for a period of more than 30 days (the  "Existing  Events of Default")
pursuant to a Waiver of Default,  dated as of such date (the"First Waiver"). The
Company agreed as a condition of the execution and delivery by ABIG of the First
Waiver that, effective as of November 3, 1999, the Notes be amended to cause the
interest rate  applicable  to the Notes to be increased  from 6% per annum to 8%
per annum.

         In the meantime,  you have informed the Holders that (i) as of December
31,  1999 the  Existing  Events of  Default  are still  continuing  and (ii) the
Company intends, subject to receipt of the waivers contained herein, to sell the
assets (the "Asset Sale") described on Annex A hereto for an aggregate  purchase
price of  $4,000,000  (the "Cash  Proceeds")  plus a warrant to purchase  70,423
shares  of

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Orad Hi-Tec Systems,  Ltd. Although Section 11(j) of the Notes prohibits,  among
other things,  the sale of assets of the Company,  the Holders would be willing,
subject to the  satisfaction of the conditions set forth in Section 3 hereof and
the  Company's  agreement  to the  amendment to the Notes set forth in Section 1
hereto,  to grant the Company a waiver of (i) the Existing Events of Default for
a further period ending on December 31, 1999 and (ii) the relevant provisions of
said Section 11(j) in order to permit the Asset Sale on the terms and conditions
contained herein:

         1.   Amendment to the Notes.  Pursuant to Section 12 of the Notes,  the
              first  paragraph of each of the Notes is hereby amended by adding,
              after the  words:  "6% per annum" in the sixth  line  thereof  the
              words:  "to and  including  November  2,  1999,  and 8% per  annum
              thereafter".

         2.   Waiver  relating to the  Existing  Events of Default.  Pursuant to
              Section  12 of the  Notes,  compliance  by the  Company  with  the
              covenant  contained in Section 11(l) and the covenant contained in
              Section  11(k)  of the  Notes is  hereby  waived  for all  periods
              through and including December 31, 1999; provided,  however,  that
              the Company shall be required to comply with said covenants on and
              as of March 31, 2000  without  regard to the 30-day  grace  period
              contained in Section 13(c) of the Notes.

         3.   Waiver  relating to the Asset Sale.  Pursuant to Section 12 of the
              Notes,  compliance by the Company with (i) the covenant  contained
              in  Section  11(j) of the  Notes  is  hereby  waived  for the sole
              purpose of permitting the Asset Sale.

         4.   Representations  and  Warranties  of  the  Company.   The  Company
              represents and warrants to each Holder as follows:

                           (i) Organization, Qualifications and Corporate Power.
                  The Company is a corporation duly organized,  validly existing
                  and in good standing under the laws of the State of Delaware.

                           (ii)  Authorization of Agreements;  Etc.. Each of (a)
                  the  execution  and  delivery  by the  Company of this  Second
                  Agreement of Wavier and Amendment,  (b) the performance by the
                  Company of its  obligations  under the Notes as amended hereby
                  and (c) the  Asset  Sale  have  been  duly  authorized  by all
                  requisite  corporate action and will not violate any provision
                  of law, any order of any court or other agency of  government,
                  the Certificate of Incorporation or Bylaws of the Company,  or
                  any  provision of any material  indenture,  agreement or other
                  instrument  to which the  Company is a party or by which it or
                  its  properties  or assets is


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                  bound or  affected,  or  conflict  with,  result in a material
                  breach of or  constitute  (with due notice or lapse of time or
                  both) a material  default under any such indenture,  agreement
                  or other  instrument,  or result in the creation or imposition
                  of any  material  lien,  charge or  encumbrance  of any nature
                  whatsoever  upon  any  of  the  properties  or  assets  of the
                  Company.

                           (iii) Validity.  This Second  Agreement of Waiver and
                  Amendment  has been duly executed and delivered by the Company
                  and  constitutes,  and each of the Notes,  as amended  hereby,
                  will constitute,  legal, valid and binding  obligations of the
                  Company,  enforceable  in  accordance  with  their  respective
                  terms.

                           (iv) Actions Pending,  Etc. There is no action,  suit
                  or  proceeding  pending or, to the  knowledge  of the Company,
                  threatened  against or affecting  the  Company,  or any of its
                  properties  or  rights,  before  any court or by or before any
                  governmental  body or  arbitration  board or tribunal,  nor is
                  there any judgment,  decree, injunction or order of any court,
                  governmental department,  commission,  agency, instrumentality
                  or arbitrator against the Company, nor to the knowledge of the
                  Company,  does  there  exist any basis for any  action,  suit,
                  investigation  or  proceeding  against the Company  which,  if
                  adversely  determined,  could reasonably be expected to have a
                  Material  Adverse  Effect.   There  are  no  actions,   suits,
                  proceedings   or  claims  pending  before  or  by  any  court,
                  arbitrator,  regulatory authority or government agency against
                  or affecting  the Company  that might enjoin the  transactions
                  contemplated by this Second Agreement of Waiver and Amendment.

                           (v) No Default.  After  giving  effect to this Second
                  Agreement  of Waiver  and  Amendment,  no Event of  Default or
                  event  which,  with the  giving of notice or the lapse of time
                  would  constitute  an Event of Default,  has  occurred  and is
                  continuing.

         5.   Conditions  Precedent.  The  amendment  to the Notes  contained in
              Section 1 hereof  and the  waivers of  certain  provisions  of the
              Notes  contained  in Section 2 and Section 3 hereof  shall  become
              effective as of the date hereof,  subject to the  satisfaction  of
              the following conditions precedent as of the date hereof:

                           (i) Power and  Authorization.  The Holders shall have
                  received a  Secretary's  Certificate,  dated the date  hereof,
                  certifying  that (i)  attached  thereto are true and  complete
                  copies of the  resolutions  of the Board of  Directors  of the
                  Company authorizing the execution, delivery and performance by
                  the Company of this Second  Agreement of Waiver and  Amendment
                  the  performance by the Company


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                  of its obligations  under the Notes,  as amended  hereby,  and
                  approving the Asset Sale and (ii) said resolutions are all the
                  resolutions  adopted by the Board of  Directors of the Company
                  in connection with the transactions  contemplated  thereby and
                  are in full force and effect without  modification  as of such
                  date and  (iii) as to the  incumbency  and  signatures  of its
                  officers   executing  this  Second  Agreement  of  Waiver  and
                  Amendment.

                           (ii)  Consents.   The  Holders  shall  have  received
                  originals  or  certified  copies of any  consents or approvals
                  required to be obtained by the Company in connection  with the
                  execution and delivery of this Second  Agreement of Waiver and
                  Amendment and consummation of the transactions contemplated by
                  the Asset Sale.

                           (iii) The Asset Sale. The Asset Sale shall have taken
                  place on the date hereof.

                           (iv)  Interest.  The Holders  shall have received all
                  interest  owed and  currently  due,  if any,  on the  Notes as
                  amended hereby.

                           (v) Senior Loan.  The Company shall have paid in full
                  all amounts  owed by the Company to LaSalle  Business  Credit,
                  Inc. ("LaSalle") under the Loan and Security Agreement,  dated
                  December  10,  1998,  as  amended,  between  the  Company  and
                  LaSalle.

                           (vi) Scitex Indebtedness. The Company shall have paid
                  in full all amounts owed and  currently  due by the Company to
                  Scitex  pursuant to the existing  documents  (the "Scitex Debt
                  Instruments") evidencing the Company's indebtedness to Scitex.

                           (vii)  Expenses.  The  Holders  shall  have  received
                  payment  in  full of  their  out-of-pocket  expenses  incurred
                  through  the  date of this  Second  Agreement  of  Waiver  and
                  Amendment,  including,  but  not  limited  to,  the  fees  and
                  expenses of counsel to the Holders.

                           (viii)  Other  Documents.   The  Holders  shall  have
                  received   such  other   documents,   in  form  and  substance
                  satisfactory  to the  Holders  and  their  counsel,  as it may
                  request.

         6.   Covenants of the Company. The Company agrees with the Holders that
              the Cash  Proceeds  shall be used  exclusively  for the  following
              purposes:


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                           (i) To make the payments referred to in clauses (iv),
                  (v) and (vi) of Section 5 hereof;

                           (ii)  To  pay  any  and  all  expenses   incurred  in
                  connection with the Asset Sale; and

                           (iii)  Subject  as  set  forth  in  the  Amended  and
                  Restated Subordination  Agreement,  dated as of March 12, 1999
                  among Scitex Digital Video, Inc. ("Scitex"),  the Company, the
                  Holders  and LaSalle  and any other  agreement  binding on the
                  Company at such time that may restrict the  Company's  ability
                  to make payments to Scitex, to pay when due in accordance with
                  the  Scitex  Debt   Instruments  a  further  $750,000  in  the
                  aggregate plus interest thereon accrued to the date of payment
                  which will become due by the Company to Scitex  after the date
                  hereof;

                           (iv)  Subject  to (x) the  prior  payment  in full in
                  accordance with this Second  Agreement of Waiver and Amendment
                  of all amounts  referred to in clauses (i) and (ii) above, and
                  (y) the  establishment  of a  reserve  sufficient  to make the
                  payment  described in clause (iii) above when due, for general
                  corporate purposes.

         7.   Events of Default.  It is  understood  and agreed that  failure to
              comply with any  provision of this Second  Agreement of Waiver and
              Amendment by the Company shall be deemed to constitute an Event of
              Default under the Notes, as amended hereby.

         8.   Effect of Amendments; Confirmation by Company. Except as expressly
              provided  herein,  nothing  contained in this Second  Agreement of
              Waiver  and  Amendment  shall  affect or be  deemed to affect  any
              provisions of the Notes,  and, except only to the extent that they
              may be varied hereby, the Company hereby ratifies and confirms all
              of its agreements and  obligations  contained in the Notes and the
              Purchase Agreement.

         9.   Effectiveness of Waivers. Each of the waivers contained in Section
              2 and Section 3 hereof  shall be  effective  only for the purposes
              and for the  periods  specified  herein and shall not  entitle the
              Company  to any other or  further  waiver in the same,  similar or
              other circumstances.


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                  If the foregoing is  acceptable to you,  please so indicate by
signing and returning the attached copy of this letter to counsel to the Holders
at Reboul, MacMurray,  Hewitt, Maynard & Kristol,  Attention:  Isabel Barzun, 45
Rockefeller Plaza, New York, New York 10111.

                                Very truly yours,

                                AMERICAN BANKERS INSURANCE GROUP, INC.


                                By:  /s/  LEONARDO GARCIA
                                   ----------------------
                                          Leonardo Garcia

AGREED AND ACCEPTED
as of this 13th day of January, 2000

ACCOM, INC.


By:  /s/  DONALD K. MCCAULEY
     -----------------------
          Donald K. McCauley


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                                     ANNEX A



                      The Asset Sale Description of Assets

         Accom,  Inc.  will sell,  or cause its  subsidiaries  to sell,  to Orad
Hi-Tec Systems Ltd., an Israeli company, all of its virtual set (Elset) business
assets and properties,  including the intellectual property rights and assets of
Accom's German subsidiaries, and the shares of Accom Poland Sp. z o.o.


