Exhibit 10.1

                                   WAIVER AND
                 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT


         This Waiver and Third Amendment to Loan and Security  Agreement,  dated
as of the 3rd day of November,  1999 (this "Waiver and  Amendment"),  is made by
and  between  Accom,  Inc.   ("Borrower")  and  LaSalle  Business  Credit,  Inc.
("LaSalle") for the purpose of amending the Loan and Security Agreement executed
between them as of December 10, 1998 (as amended, the "Agreement").

                                    RECITALS

                  A. Lender has received the September 1999 financial statements
for  Borrower.  Upon  review of these  statements,  Lender has  determined  that
Borrower has breached the following covenants of the Agreement:

                  o    14(n)(i) - "Consolidated Tangible Net Worth: Borrower and
                       its Subsidiaries, on a consolidated basis, shall maintain
                       as of the end of (A) the month ending  September 30, 1999
                       a  Tangible  Net Worth of not less than  $3,200,000  (the
                       'Base Amount') and (B) each month thereafter . . . ."

                       Breach: The  Tangible  Net  Worth  was  calculated  to be
                               $2,980,784  as of  September  30,  1999  versus a
                               minimum  requirement  of  $3,200,000  as of  such
                               date.

                  o    14(n)(vi) - "Maximum Loss: Borrower and its Subsidiaries,
                       on  a  consolidated  basis,  shall  not  incur  a  fiscal
                       year-to-date pre-tax loss,  calculated in accordance with
                       GAAP, in excess of $525,000 as of September 30, 1999."

                       Breach: The Borrower has incurred a year-to-date  pre-tax
                               loss of $897,674 as of September 30, 1999.

                  B.  The  breaches  of these  covenants  constitute  Events  of
Default as defined in the Agreement.  Based upon such Events of Defaults, Lender
has the right to immediately exercise all remedies provided in the Agreement.

                  C.  Borrower  has  proposed  that  Lender  waive the  defaults
described above.

                  D. Lender is willing to grant Borrower's  request,  subject to
and upon the terms and conditions set forth below.


<PAGE>

                              TERMS AND CONDITIONS

                  1.       Acknowledgements.  Borrower acknowledges that:

                           (a)  Borrower's  breach  of  each  of  the  covenants
described  in Recital A above  each  constitutes  an Event of Default  under the
Agreement.

                           (b)  Borrower  has  no  defense,   claim  or  offset,
deduction  or  recoupment  with  respect  to  any  of  the  Liabilities,  and no
counterclaims which would reduce the amount owing to Lender.

                           (c) All terms, covenants,  conditions and obligations
contained in the Agreement and the Other Agreements are fully valid, binding and
enforceable in accordance with their terms.

                  2.      Waiver. Lender hereby waives  the  Events  of  Default
described  in Recital  A;  provided,  however,  this  waiver  will not excuse or
diminish  Borrower's  obligations  under the Agreement and the Other  Agreements
following  the date of this waiver.  If Borrower  fails to comply with the terms
and conditions set forth in this Waiver and Amendment,  the Agreement as amended
by this  Waiver  and  Amendment,  and the Other  Agreements,  or if there is any
adverse change in Borrower's Tangible Net Worth or financial condition or if any
other  Event of Default  occurs,  Lender  will have the right,  immediately  and
without  notice to  Borrower,  to exercise  each and every one of its rights and
remedies.

                  3.       Amendments to the Agreement.

                  Borrower and Lender agree to amend the Agreement as follows:

                           (a) The  definition  of  "Inventory  Advance Rate" in
paragraph 1 of the Agreement is deleted in its entirety,  and hereafter,  Lender
will not make any advances against Borrower's Eligible Inventory.

                           (b) The  definition  of Revolving  Loan  Facility" in
paragraph 1 of the Agreement is amended to read as follows:

                  "'Revolving Loan Facility' shall mean the sum of $2,000,000."

                           (c) The  second  sentence  of  paragraph  5(a) of the
Agreement is amended to read as follows:


                           "Interest shall accrue on the principal amount of the
                  Revolving  Loans made to  Borrower  outstanding  at the end of
                  each day at a  fluctuating  rate per annum  equal to three and
                  three-quarters percent (3.75%) above the Prime Rate.


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<PAGE>

                           (d)  Paragraph 12 of the Agreement is amended to read
as follows:

                  "12.     TERMINATION.

                           "Unless  the  due   date   of  the   Liabilities   is
                  accelerated  pursuant to  paragraph 17 shall be in effect from
                  the date hereof until  January 31, 2000 at which time Borrower
                  shall  pay all of the  Liabilities  in full.  Lender  does not
                  intend to extend the term of this Agreement  after January 31,
                  2000. If the due date of the  Liabilities  is  accelerated  as
                  provided  above,  this Agreement  shall  terminate on the date
                  thereafter  that  the  Liabilities  are  paid in full  and the
                  security  interests and liens created under this Agreement and
                  the Other Agreements shall survive such termination  until the
                  date  upon  which  payment  and  satisfaction  in  full of the
                  Liabilities shall have occurred.  At such time as Borrower has
                  repaid  all  of  the   Liabilities   and  this  Agreement  has
                  terminated,  (A) Borrower  shall deliver to LaSalle a release,
                  in form and substance  reasonably  satisfactory to LaSalle, of
                  all  obligations  and liabilities of LaSalle and its officers,
                  directors,   employees,  agents,  parents,   subsidiaries  and
                  affiliates  to  Borrower,  and if  Borrower is  obtaining  new
                  financing  from another  lender,  Borrower  shall deliver such
                  lender's  indemnification  of LaSalle,  in form and  substance
                  satisfactory to LaSalle, for checks which LaSalle has credited
                  to Borrower's  account,  but which subsequently are dishonored
                  for any reason and (B) upon Borrower's request,  LaSalle shall
                  deliver to Borrower a release in form and substance reasonably
                  satisfactory to Borrower."

                           (e)  Paragraph  14(u) of the  Agreement is amended to
read as follows:

                  "(u) Borrower shall not make any payments of either  principal
                  or interest to any of the following  persons:  (a) Scitex;  or
                  (b)  the  holders  of   Borrower's   6%  Senior   Subordinated
                  Convertible Notes."

                  4.  Accommodation  Fee. For and in consideration of the waiver
and other  accommodations  reflected  in this  Waiver and  Amendment,  including
without limitation,  the deletion of a prepayment fee, any Borrower shall pay to
LaSalle  an  accommodation  fee  of  $45,000  in  two  installments.  The  first
installment,  in the amount of $5,000, is due and payable upon the execution and
delivery of this Amendment. The second installment, in the amount of $40,000, is
due and payable on January 31, 2000 unless Borrower pays all Liabilities in full
and  terminates all of Borrower's  rights under the Agreement.  If Borrower pays
all  Liabilities in full and terminates all of its rights under the Agreement on
or before  January 31, 2000,  Lender will waive the payment of the final $40,000
installment of the accommodation fee described in this paragraph.


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<PAGE>

                  5. Costs and Fees. Borrower shall pay all expenses,  including
attorney fees,  which LaSalle incurs in connection  with the preparation of this
Amendment,  and any related documents. All such fees and expenses may be charged
against Borrower's loan account.

                  6.  Additional   Representations  and  Warranties.  To  induce
LaSalle   to  enter  into  this   Amendment,   Borrower   makes  the   following
representations and warranties:

                           (a)  Each   recital,   representation   and  warranty
contained in this  Amendment,  in the Agreement as amended by this Amendment and
in the Other  Agreements,  are true and correct as of the date of this Amendment
and do not  omit to state a  material  fact  required  to make  those  recitals,
representations and warranties not misleading.

                           (b) Except as described in Recital A above,  no event
has occurred and is continuing  which  constitutes or would,  with the giving of
notice,  the passage of time or both,  constitute  an Event of Default under the
Agreement or any of the Other Agreements.

                           (c) This Amendment has been approved by all necessary
corporate action,  and the individuals  signing below represent and warrant that
they are fully authorized to do so.

                  7. Effect on Rest of Agreement and Other Agreements. Except as
specifically provided above, the Agreement and the Other Agreements remain fully
valid, binding and enforceable according to their terms.

                  8.  Waivers.  Borrower  waives any and all  defenses,  claims,
counterclaims  and  offsets  against  LaSalle  which may have  arisen or accrued
through the date of this Amendment.  Borrower  acknowledges that LaSalle and its
employees,  agents and attorneys have made no representations or promises except
as specifically  reflected in this Amendment and in the written agreements which
have been previously executed. Borrower and each Guarantor hereby waives any and
all defenses,  claims,  counterclaims and offsets against LaSalle which may have
arisen or accrued through the date of this Amendment.

                  9. Effective  Date.  This Waiver and Amendment will not become
effective until:

                           (a) Borrower has executed  this Waiver and  Amendment
and delivered it to Lender;

                           (b)   Borrower   has    delivered   to   Lender   the
accommodation fee described in Section 4 above; and

                           (c)  Borrower  has  delivered  to  Lender a copy of a
waiver of all defaults under Borrower's 6% Senior Subordinated Convertible Notes
that has been signed by American Bankers Insurance Group, Inc.


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<PAGE>

          UNDER OREGON LAW, MOST AGREEMENTS,  PROMISES AND COMMITMENTS
          MADE BY BORROWER AFTER OCTOBER 3, 1989 CONCERNING  LOANS AND
          OTHER  CREDIT  EXENTIONS  ARE NOT FOR  PERSONAL,  FAMILY  OR
          HOUSEHOLD PURPOSES OR SECURED SOLELY BY BORROWER'S RESIDENCE
          MUST BE IN WRITING,  EXPRESS  CONSIDERATION AND BE SIGNED BY
          LENDER TO BE ENFORCEABLE.


                             ACCOM, INC.

                             By:     /s/  DONALD K. McCAULEY
                                     -------------------------------------
                                          (Donald K. McCauley)
                             Title:  Sr. VP, Finance and Chief Financial Officer


                             LASALLE BUSINESS CREDIT, INC.

                             By:      /s/  ROBERT C. ALEXANDER
                                     -------------------------------------
                                           (Robert C. Alexander)
                             Title:   VP & Senior Loan Officer


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