

                                                                 Exhibit 10.12.3
                                                                 ---------------

                     American Bankers Insurance Group, Inc.

                                 March 30, 2001

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

     Accom, Inc. - Amended and Restated Third Amendment Agreement and Waiver

Dear Sirs:

                  We refer you to (i) 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, as amended, (ii) the Note Purchase Agreement,  dated as
of March 12, 1999 (the "Purchase  Agreement")  among the Company and the Holders
and (iii)  the  Third  Amendment  Agreement  and  Waiver  (the  "Original  Third
Amendment  Agreement"),  dated as of January  29, 2001 (the  "January  Effective
Date"), amending and waiving certain provisions of the Notes.  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 Amended and Restated Third Amendment  Agreement and Waiver  ("Amended Third
Amendment Agreement").

                  On October 25, 2000,  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 September 30, 2000 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 September  2000 Agreement of Waiver dated as of such
date (the "September 2000 Waiver").  Subsequently,  the Company and ABIG entered
into the  Original  Third  Amendment  Agreement,  pursuant  to which the Holders
agreed  to grant a further  limited  waiver of the  Existing  Events of  Default
through March 31, 2001 (the "Basic  Waiver") and,  under certain  circumstances,
through  September 30, 2001(the  "Original  Extended  Waiver").  The Company has
requested that the Holders agree to extend the Original  Extended Waiver through
December 31, 2001 (the  "Extended  Waiver"),  and in connection  therewith,  the
parties  to the  Original  Third  Amendment  Agreement  have  agreed (i) to make
further amendments to the Notes, and (ii) in furtherance  thereof,  to amend and
restate the Original Third Amendment in its entirety, as set forth herein.
<PAGE>

              1.   Basic  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(1) and the
                   covenant  contained  in Section  11(k) of the Notes is hereby
                   waived for all periods  through and including March 31, 2001;
                   provided, however, that unless the Extended Waiver shall have
                   become  effective,  the  Company  shall be required to comply
                   with said covenants, as in effect after giving effect to this
                   Amended Third Amendment Agreement, on and as of June 30, 2001
                   without  regard  to the  30-day  grace  period  contained  in
                   Section 13(c) of the Notes.

              2.   Extended  Waiver  Relating to the Existing Events of Default.
                   (a) Pursuant to Section 12 of the Notes, subject as set forth
                   in paragraph  (b) below,  compliance  by the Company with the
                   covenant   contained  in  Section   11(1)  and  the  covenant
                   contained in Section 11(k) of the Notes will be waived,  from
                   and as of the  effective  date  specified in Section 5(b) for
                   all periods  thereafter  through and  including  December 31,
                   2001; provided,  however,  that the Company shall be required
                   to comply  with said  covenants,  as in effect  after  giving
                   effect to this Amended Third Amendment  Agreement,  on and as
                   of January  31,  2002,  without  regard to the  30-day  grace
                   period contained in Section 13(c) of the Notes.

                   (b) The Waiver set forth in paragraph (a) above is contingent
                   upon the  Company  having  obtained,  on or prior to June 30,
                   2001, a binding commitment (the "New Senior Commitment") from
                   a senior  lender to make loans to the Company  from and after
                   such  date in at least  the  same  amount  and on  terms  and
                   conditions  substantially  as favorable  (including the terms
                   and  conditions on which the Notes shall be  subordinated  to
                   loans  made  to  the  Company  pursuant  to  the  New  Senior
                   Commitment)  as the terms and  conditions  applicable  to the
                   Company's  existing  arrangements  with the  Provident  Bank,
                   except that the  maturity  date of the New Senior  Commitment
                   shall  be  no  earlier  than  January  31,  2002,   it  being
                   understood  that an extension of such  existing  arrangements
                   until such date shall be deemed to satisfy this condition.

              3.   Amendment to the Notes.  Pursuant to Section 12 of the Notes,
                   each  of the  Notes  is  hereby  amended,  with  effect  from
                   September 30, 2000, as follows:

                           (i) Section 5(a)(i).  Section 5(a)(i) of the Notes is
                   hereby   amended  by   deleting  it  in  its   entirety   and
                   substituting therefor the following new Section 5(a)(i):

                           "(i) The  Common  Stock,  $.001  par  value  ("Common
                           Stock"),  of the  Company  shall,  at the  time  such
                           notice is given,  have been traded  during the twenty
                           trading days immediately preceding the date of such

                                       2
<PAGE>

                           prepayment,  and the  price  per  share  during  such
                           period  shall  not at any time  have  been  less than
                           $3.75; and"

                           (ii) Section  5(a)(iii)(1).  Section  5(a)(iii)(1) of
                   the Notes is hereby amended by deleting the number  "200,000"
                   in the last line thereof and substituting therefor the number
                   "150,000".

                           (iii)  Section  5(b).  Section  5(b) of the  Notes is
                   hereby   amended  by   deleting  it  in  its   entirety   and
                   substituting therefor the following new Section 5(b)

                           "(b) On and at any time  after the first  anniversary
                           of the Closing Date, upon notice given as provided in
                           Section 6, the Company may, at its option, prepay all
                           or  any  portion  of  the  Notes  at  122.5%  of  the
                           principal amount thereof so to be prepaid."

                           (iv)  Section  10(a).  Section  10(a) of the Notes is
                   hereby  amended by deleting the dollar amount  "$1.30" in the
                   sixth  line  thereof  and  substituting  therefor  the dollar
                   amount "$1.00".

                           (v)  Section  11(k).  Section  11(k) of the  Notes is
                   hereby  deleted in its entirety and the following new Section
                   11(k) substituted therefor:

                            "The Company and its subsidiaries, on a consolidated
                           basis,  shall  not  have,  for any  period  of twelve
                           consecutive  months  (each such period  being a "Test
                           Period" and the last day of each Test Period  being a
                           "Test  Date")  ending  at any  time  after  the  date
                           hereof,  a ratio of (x) EBITDA to (y) total  interest
                           expense, in each case for such Test Period, less than
                           1.5 to 1."

                           (vi)  Section  13(h).  Section  13(h) of the Notes is
                   hereby  deleted in its entirety and the following new Section
                   13(h) substituted therefor:

                           "the Company or any  subsidiary  shall default in the
                           payment  when due of any  principal of or interest on
                           any  Indebtedness  (other  than the  Notes) for money
                           borrowed in excess of $100,000 in aggregate principal
                           amount,  beyond the period of grace, if any, provided
                           in the  instrument  or agreement  evidencing or under
                           which the Company or any subsidiary  has  outstanding
                           such Indebtedness, or default, as defined in any such
                           instrument or agreement,  shall occur,  the effect of
                           which is to cause, or permit the holder or holders of
                           such  Indebtedness  to cause,  such  Indebtedness  to
                           become due prior to its stated maturity."

                                       3
<PAGE>

              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  Amended
                   Third  Amendment  Agreement  and (b) the  performance  by the
                   Company of its obligations  under the Notes as amended hereby
                   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 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  Amended   Third   Amendment
                   Agreement 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 Amended Third Amendment Agreement.

                           (v) No Default.  After giving  effect to this Amended
                   Third  Amendment  Agreement,  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.

                                       4
<PAGE>

                           (vi)   Conversion   Price.   The   Conversion   Price
                   immediately  prior to  September  30,  2000,  without  giving
                   effect to this Amended Third Amendment Agreement, was $1.30.

              5.   Conditions Precedent.  (a) The Basic Waiver and amendments to
                   the  Notes  contained  in  Section  1 and  Section  3 hereof,
                   respectively,  shall be deemed to have become effective as of
                   the January Effective Date, with effect as specified therein,
                   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 Amended Third Amendment  Agreement the
                   performance  by the  Company  of its  obligations  under  the
                   Notes, as amended hereby,  (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 Amended Third Amendment Agreement.

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

                           (iii)  Expenses.  The  Holders  shall  have  received
                   payment  in full of  their  out-of-pocket  expenses  incurred
                   through the date of this Amended Third  Amendment  Agreement,
                   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.

                           (b) The Extended Waiver contained in Section 2 hereof
                   shall   automatically   become  effective,   with  effect  as
                   specified  therein,  as of the  date  on  which  each  of the
                   following conditions shall have been satisfied:

                           (i) The Basic Waiver shall have become effective,  as
                   provided herein.

                           (ii) On or prior to June 30, 2001,  the Holders shall
                   have received evidence  reasonably  satisfactory to them that
                   the New Senior  Commitment  shall have been  obtained  by the
                   Company, as provided in Section 2(b) hereof.

                                       5
<PAGE>

                           (iii) On or prior to June 30,  2001,  the New  Senior
                   Commitment  and all  documents  executed and delivered by the
                   Company  in  connection   therewith   shall  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
                   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,  other than liens,  charges or encumbrances  created
                   pursuant to such documents.

                           (iv) As of the date on which the other conditions set
                   forth in this paragraph (b) shall have been satisfied,  there
                   shall be 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 will there be 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,  will 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, and
                   there  shall be 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 Amended Third Amendment Agreement.

                           (v)  After   giving   effect   to  the   transactions
                   contemplated  by the New Senior  Commitment  and the Extended
                   Waiver,  no Event of Default or event which,  with the giving
                   of notice or the lapse of time would  constitute  an Event of
                   Default, shall have occurred and be continuing.

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

                                       6
<PAGE>


              7.   Effect of  Amendments;  Confirmation  by  Company.  Except as
                   expressly provided herein,  nothing contained in this Amended
                   Third Amendment Agreement 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.  The waiver granted
                   hereunder  shall not entitle the Company to any other  waiver
                   in the same or similar circumstances, and the Holders reserve
                   all of their rights and remedies under the Notes with respect
                   to any Event of  Default or event  which,  with the giving of
                   notice or the  lapse of time,  would  constitute  an Event of
                   Default,  other than the Existing  Events of Default,  to the
                   extent  waived  hereunder  and  under  all  previous  waivers
                   granted to the Company by the Holders.


                                       7

<PAGE>


                  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 28th day of March, 2001

ACCOM, INC.


By:  /s/  JUNAID SHEIKH
     ------------------
          Junaid Sheikh


                                       8
