Exhibit 10.1


                             MODIFICATION AGREEMENT


    THIS  MODIFICATION  AGREEMENT  ("AGREEMENT")  is made as of the  11th day of
August, 2000, 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.


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

         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.

         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  One  Million  Five  Hundred   Thousand  Dollars
         ($1,500,000.00).

         b. 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:


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            Section  2.1.6.  Term.  All  sums  outstanding  under  the
         REVOLVING LOAN shall be paid in full on June 30, 2001.

         c. 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) Two
         Million  Seventy-Six  Thousand Dollars  ($2,076,000.00) as of
         September 30, 2000; (b) One Million Seven Hundred  Eighty-Six
         Thousand Dollars ($1,786,000.00) as of December 31, 2000; and
         (c) One Million Eight Hundred Thousand Dollars as of the last
         day of each calendar quarter ending after December 31, 2000.

         d. 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) Four Hundred  Sixty-One  Thousand  Dollars
         ($461,000.00)  for the six (6) month  period  ending June 30,
         2000;  (b) negative One Hundred  Forty-One  Thousand  Dollars
         (-$141,000.00) for the seven (7) month period ending July 31,
         2000; (c) negative Two Hundred  Sixty-Three  Thousand Dollars
         (-$263,000.00)  for the eight (8) month period  ending August
         31,  2000;  (d)  One  Hundred  Sixty-Eight  Thousand  Dollars
         ($168,000.00)  for the nine (9) month period ending September
         30,  2000;  (e)  negative  One Hundred  Ninety-Five  Thousand
         Dollars  (-$195,000.00)  for the ten (10) month period ending
         October  31,  2000;  (f)  negative  Two  Hundred  Forty-Eight
         Thousand  Dollars  (-$248,000.00)  for the eleven  (11) month
         period ending November 30, 2000; (g) Two Hundred  Twenty-Nine
         Thousand  Dollars  ($229,000.00)  for the  twelve  (12) month
         period  ending  December 31, 2000;  (i) One Hundred  Thousand
         Dollars  ($100,000.00)  for the one (1) month  period  ending
         January  31,   2001;   (j)  Two  Hundred   Thousand   Dollars
         ($200,000.00)  for the two (2) month period  ending  February
         28, 2001; (k) Three Hundred  Thousand  Dollars  ($300,000.00)
         for the three (3) month period  ending  March 31,  2001;  (l)
         Four Hundred Thousand Dollars  ($400,000.00) for the four (4)
         month period ending April 30, 2001; (m) Five Hundred Thousand
         Dollars  ($500,000.00)  for the five (5) month period  ending
         May  31,  2001;   and  (n)  Six  Hundred   Thousand   Dollars
         ($600,000.00)  for the six (6) month  period  ending June 30,
         2001.



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         e. 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)
         0.60 to 1.0 for the nine (9) month  period  ending  September
         30,  2000;  (b) 0.60 to 1.0 for the twelve (12) month  period
         ending  December  31,  2000;  (c) 1.0 to 1.0  for the  fiscal
         quarter ending December 31, 2000; and (d) 1.0 to 1.0 for each
         fiscal quarter ending after December 31, 2000.

         f. 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: (a) Two Hundred
         Fifty Thousand Dollars  ($250,000.00) in the aggregate during
         the nine (9) month period ending September 30, 2000; (b) Four
         Hundred Fifty Thousand Dollars ($450,000.00) in the aggregate
         during the twelve (12) month period ending December 31, 2000;
         (c)  One  Hundred  Thousand  Dollars   ($100,000.00)  in  the
         aggregate  during the three (3) month period ending March 31,
         2001; and (d) Two Hundred Thousand  Dollars  ($200,000.00) in
         the aggregate during the six (6) month period ending June 30,
         2001.

    Section 4.  Amendment And  Modification  Of Note. The NOTE is hereby amended
and modified as follows:

         a. Interest Rate.  Paragraph  number 1 of the NOTE,  which paragraph is
entitled  "Interest Rate" is hereby amended by deleting the words and percentage
"One and One-Quarter percent (1.25%)" and substituting in lieu thereof the words
and percentage "two and one-quarter percent (2.25%)".

         b. Maturity Date.  Paragraph  number 3 of the NOTE,  which paragraph is
entitled  "Repayment" is hereby amended by deleting the date "March 1, 2003" and
substituting in lieu thereof the date "June 30, 2001."

    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 Ten Thousand Dollars ($10,000.00). 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


<PAGE>



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  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


<PAGE>


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.

    Section 15. Obligations Unconditional.  The OBLIGORS' respective obligations
hereunder and as set forth in the LOAN DOCUMENTS are absolute and unconditional,


<PAGE>



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


<PAGE>



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.


WITNESS/ATTEST:                 BORROWER:

                                    ACCOM, INC., A Delaware Corporation



________________________            By:             (SEAL)
                                            Name: /s/ Donald K. McCauley
                                            Title: Senior Vice President and
                                                   Chief Financial Officer


                                    GUARANTORS:

                                    ACCOM INTERNATIONAL, INC.



________________________            By:             (SEAL)
                                            Name: /s/ Junaid Sheikh
                                            Title: Director

                                    ACCOM EUROPE, LTD.



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



<PAGE>



WITNESS/ATTEST:                 GUARANTORS (cont.):

                                    ACCOM ASIA-PACIFIC



________________________            By:             (SEAL)
                                            Name: /s/ Donald K. McCauley
                                            Title: Director


                                    ACCOM VIRTUAL STUDIO, INC.



________________________            By:             (SEAL)
                                            Name: /s/ Junaid Sheikh
                                            Title: Director


                                    LENDER:

                                    THE PROVIDENT BANK,
                                    An Ohio Banking Institution



________________________            By:             (SEAL)
                                            Name: /s/ Jose Garde
                                            Title: Vice President