EXHIBIT 10.3

                                                                  Execution Copy

                              AMENDED AND RESTATED
                          NON-RECOURSE PROMISSORY NOTE

$500,000                                                           June 20, 1999

         FOR VALUE  RECEIVED,  Phillip  Bennett  ("Maker"),  promises  to pay to
Accom,  Inc., a Delaware  corporation  ("Payee"),  in lawful money of the United
States  of  America,  the  principal  sum of Five  Hundred  Thousand  ($500,000)
together with interest in arrears on the unpaid  principal  balance of this Note
in accordance with Section 1.

         This  Note   terminates  and  supersedes   that  certain   Non-Recourse
Promissory  Note issued by Maker to Payee dated  December 7, 1998 (the "Canceled
Note"). The Canceled Note is attached hereto as Exhibit A.


1.       PAYMENTS.

                  1.1 Principal and Interest. Subject to Section 1.3,

                           (a)  The   principal   amount   of  this   Note  then
outstanding shall be due and payable on December 7, 2001.

                           (b)  Interest  shall  begin to accrue  on the  unpaid
principal  balance of this Note,  if any,  commencing  on December 7, 1998 until
repayment  of this Note in full.  Commencing  on December 7, 1998,  the interest
rate shall be five and one half percent (5.5%) per annum calculated on the basis
of a year of 365 or 366 days, as  applicable,  and charged for the actual number
of days elapsed.

                           (c)  Commencing on the date of this Note,  all unpaid
interest  accrued  as of the last day of each  calendar  month  shall be due and
payable in advance on the first Business Day of such month.

                  1.2 Manner of Payment.  All payments of principal and interest
on this Note shall be made by wire  transfer to such  accounts as  specified  by
Payee,  promptly upon request of Maker, or by check at 1490 O'Brien Drive, Menlo
Park, CA 94025,  or at such other place in the United States of America as Payee
shall designate to Maker in writing. If any payment of principal on this Note is
due on a day which is not a Business  Day, such payment shall be due on the next
succeeding  Business  Day.  "Business  Day" means any day other than a Saturday,
Sunday or legal holiday in the State of California.

                  1.3  Optional  Prepayment.   Maker  may,  without  premium  or
penalty,  at any time and from time to time,  prepay  all or any  portion of the
outstanding  principal  balance  due under  this Note,  provided  that each such
prepayment is accompanied by accrued interest on the

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amount of  principal  prepaid  calculated  to the date of such  prepayment.  Any
partial  prepayments  shall be applied to  installments  of principal in inverse
order of their maturity.

2.       DEFAULTS.

                  2.1 Events of Default.  The  occurrence  of any one or more of
the following  events with respect to Maker shall constitute an event of default
hereunder ("Event of Default"):

                           (a) If Maker  shall fail to pay when due any  payment
of principal or interest on this Note and such  failure  continues  for five (5)
Business Days after Payee notifies Maker thereof writing.

                           (b) If,  pursuant  to or within  the  meaning  of the
United  States  Bankruptcy  Code or any other  federal or state law  relating to
insolvency or relief of debtors (a "Bankruptcy Law"), Maker shall (i) commence a
voluntary case or  proceeding;  (ii) consent to the entry of an order for relief
against  it in an  involuntary  case;  (iii)  consent  to the  appointment  of a
trustee,  receiver,  assignee,  liquidator or similar official;  or (iv) make an
assignment for the benefit of its creditors.

                           (c) If a court of  competent  jurisdiction  enters an
order or decree under any Bankruptcy Law that (i) is for relief against Maker in
an involuntary case; (ii) appoints a trustee, receiver, assignee,  liquidator or
similar official for Maker or substantially all of Maker's properties;  or (iii)
orders  the  liquidation  of Maker,  and in each case the order or decree is not
dismissed within 120 days.

                           (d) Upon the death of the Maker.

                  2.2 Remedies.  Subject to Section 2.3, upon the  occurrence of
an Event of Default  hereunder  (unless all Events of Default have been cured or
waived by Payee),  Payee may,  at its  option,  (i) by written  notice to Maker,
declare the entire  unpaid  principal  balance of this Note,  together  with all
accrued interest  thereon,  immediately due and payable  regardless of any prior
forbearance,  and (ii) exercise any and all rights and remedies  available to it
under applicable law, including,  without limitation,  the right to collect from
Maker all sums due under this Note.  Maker shall pay all  reasonable  attorneys'
fees  incurred by or on behalf of Payee in connection  with Payee's  exercise of
any or all of its rights and remedies under this Note.

                  2.3  Non-Recourse  Limitation  on  Remedies.   Notwithstanding
anything to the contrary  contained in this Note, Payee's recovery against Maker
under this Note upon an Event of Default  shall be limited  solely to the shares
of common stock of Payee  purchased by Maker in the  Restricted  Stock  Purchase
Agreement  dated as of even date herewith  between Maker and Payee.  Maker shall
not be liable  or have any  personal  liability  in any  other  respect  for the
payment of any amount due under this Note.

3.       MISCELLANEOUS.

                  3.1 Waiver.  The rights and  remedies of Payee under this Note
shall be  cumulative  and not  alternative.  No  waiver by Payee of any right or
remedy under this Note shall be effective  unless in a writing  signed by Payee.
Neither the failure nor any delay in  exercising

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any right,  power or privilege  under this Note will operate as a waiver of such
right,  power or privilege and no single or partial  exercise of any such right,
power or privilege by Payee will preclude any other or further  exercise of such
right,  power  or  privilege  or the  exercise  of any  other  right,  power  or
privilege.  To the maximum extent  permitted by applicable  law, (a) no claim or
right of Payee arising out of this Note can be discharged by Payee,  in whole or
in part, by a waiver or  renunciation of the claim or right unless in a writing,
signed by Payee;  (b) no waiver  that may be given by Payee  will be  applicable
except in the specific  instance for which it is given;  and (c) no notice to or
demand on Maker will be deemed to be a waiver of any  obligation  of Maker or of
the right of Payee to take further  action  without notice or demand as provided
in this Note.

                  3.2  Notices.  All  notices,   requests,   demands  and  other
communications  called for or  contemplated  hereunder  shall be in writing  and
shall be  deemed to have been duly  given  when  delivered  to the party to whom
addressed or when sent by telecopy (as indicated by a telecopy  confirmation and
if promptly confirmed by registered or certified mail, return receipt requested,
prepaid and addressed) to the parties,  their  successors in interest,  or their
assignees  pursuant to the terms of Section 6.5 of the Restricted Stock Purchase
Agreement.

                  3.3 Severability. Any provision of this Note which is invalid,
illegal or unenforceable in any jurisdiction shall, as to that jurisdiction,  be
ineffective to the extent of such  invalidity,  illegality or  unenforceability,
without   affecting  in  any  way  the  remaining   provisions  hereof  in  such
jurisdiction  or rendering  that or any other  provision  of this Note  invalid,
illegal or unenforceable in any other jurisdiction.

                  3.4  Governing  Law. This Note shall be construed and enforced
in accordance with and governed by the laws of the State of Delaware.

                  3.5  Parties In  Interest.  This Note shall bind Maker and its
successors and assigns.  This Note shall not be assigned or transferred by Maker
or Payee without the express prior written consent of Maker, except by operation
of law or in connection with the sale of all or  substantially  all of the stock
or assets of Maker or Payee (as applicable).

                  3.6  Section  Headings,  Construction.  The  headings  of each
Section, subsection or other subdivision of this Note are for reference only and
shall not limit or control the meaning  thereof.  All references to "Section" or
"Sections"  refer to the  corresponding  Section or Sections of this Note unless
otherwise specified. All words used in this Note will be construed to be of such
gender  or number  as the  circumstances  require.  Unless  otherwise  expressly
provided,  the words "hereof" and  "hereunder" and similar  references  refer to
this Note in its entirety and not to any specific section or subsection hereof.

                  3.7 No Usury. It is the intent of the parties that the rate of
interest and other  charges to the Maker shall be lawful.  If for any reason the
interest or other  charges  payable  hereunder are found by a court of competent
jurisdiction, in a final determination,  to exceed the limit which the Payee may
lawfully charge the Maker,  then the obligation to pay interest or other charges
shall  automatically  be reduced  to such limit and,  if any amount in excess of
such limit  shall have been paid,  then such  amount  shall be  refunded  to the
Maker.

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         IN WITNESS  WHEREOF,  Maker has executed and delivered  this Note as of
the date first stated above.



                                          /s/ Phillip Bennett
                                        ----------------------------------------
                                              Phillip Bennett

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