


                                                                   EXHIBIT 10.17

                                   ACCOM, INC.
                               1490 O'Brien Drive
                              Menlo Park, CA 94025

                                January 29, 2001


American Bankers Insurance Group, Inc.
Mr. Eugene Matalene
c/o Reboul, MacMurray, Hewitt, Maynard & Kristol
Attn:  Isabel Barzun
45 Rockefeller Plaza
New York, NY 10111

Dear Sirs:

         Reference is made to that certain Third Amendment  Agreement and Waiver
dated as of January 29, 2001,  between  American Bankers  Insurance Group,  Inc.
("ABIG") and Accom, Inc. (the "Company"), attached herewith (the "Waiver").

         The Company has asked Mr. Matalene,  one of its outside  directors,  to
assist it in obtaining  the Waiver and agrees,  by its signature  below,  to pay
Eugene  Matalene a fee of 1.5% of the principal  amount of the Notes (as defined
in the Waiver), i.e. $52,500, for his services.  ABIG acknowledges and agrees to
Eugene Matalene  representing the Company in this capacity and acknowledges that
Eugene Matalene will receive the aforesaid fee.

         Please  indicate  your   understanding  of,  and  agreement  with,  the
provisions  of this letter by signing and  returning to us the enclosed  copy of
this letter.


                                                       Sincerely,

                                                       ACCOM, INC.

                                                       /s/  JUNAID SHEIKH
                                                       -------------------------
                                                            Junaid Sheikh
                                                            Chairman & CEO


AGREED AND ACCEPTED
As of the 29th day of January, 2001

American Bankers Insurance Group, Inc.

By:  /s/  LEN GARCIA
     ----------------
          Len Garcia

     /s/  EUGENE MATALENE
     ----------------------
          Eugene Matalene, in his individual capacity


