EXHIBIT 10.2

                                                                  Execution Copy

                                  AMENDMENT TO
                       RESTRICTED STOCK PURCHASE AGREEMENT

         THIS AMENDMENT  (this  "Amendment")  to the  Restricted  Stock Purchase
Agreement (the "Agreement"), dated as of December 7, 1998, by and between Accom,
Inc., a Delaware corporation (the "Company"), and Lionel M. Allan, an individual
residing in  California  (the  "Purchaser"),  has been  executed  and  delivered
effective as of June 20, 1999, by and between the Company and the Purchaser.

                                   BACKGROUND

         In  accordance  with the terms and  conditions of this  Amendment,  the
Company and the Purchaser  desire to amend the  Agreement:  (i) to terminate the
Company's repurchase option upon certain of the 100,000 shares (the "Shares") of
the Company's Common Stock (the "Common Stock") sold to Purchaser by the Company
in  connection  with the  Agreement,  (ii) to  eliminate  the  Company's  rights
regarding the effect of tender of the purchase price, (iii) to terminate certain
restrictions  on the transfer of the Shares and (iv) to amend the legend  placed
upon the Shares.

                                    AGREEMENT

         NOW,  THEREFORE,  in  consideration  of the  mutual  agreements  of the
Company and the Purchaser,  and intending to be legally  bound,  the Company and
the Purchaser agree as follows:

         1.  Section 2 of the  Agreement  shall be amended  and  restated in its
entirety to read as follows:

                  "2. No Repurchase Option.

                           (a) On June  20,  1999,  all  Shares  shall  be fully
                  vested  in the  Purchaser  and  shall  not be  subject  to any
                  repurchase option of the Company."

         2.  Section  3 of the  Agreement  shall no  longer  be of any force and
effect and shall be amended and restated in its entirety to read as follows:

                  "3. [Intentionally Omitted.]"

         3.  Section  4 of the  Agreement  shall no  longer  be of any force and
effect and shall be amended and restated in its entirety to read as follows:

                  "4. [Intentionally Omitted.]"

<PAGE>

         4. Section 5.2 shall be amended and restated in its entirety to read as
follows:

                           "5.2   Accordingly,   to  implement  the  Purchaser's
                  representations  and  agreements,   the  Purchaser  agrees  to
                  authorize  the Company to place  substantially  the  following
                  legends,   and  any  legend   required  by  applicable   State
                  Securities Laws, on each  Certificate  issued to the Purchaser
                  to  evidence  the  Shares,  and to place a stop order  against
                  further  transfer of the Shares except in compliance  with the
                  Act and applicable State Securities Laws.

                           "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE WERE
                  ISSUED  AND  TRANSFERRED   WITHOUT   REGISTRATION   UNDER  THE
                  SECURITIES ACT OF 1933, AS AMENDED, AND UNDER STATE SECURITIES
                  LAWS AND MAY NOT BE SOLD, TRANSFERRED OR DISPOSED OF UNLESS SO
                  REGISTERED OR AN EXEMPTION FROM THE REGISTRATION  REQUIREMENTS
                  OF  THE  ACT  AND   APPLICABLE   STATE   SECURITIES   LAWS  IS
                  AVAILABLE."

            [The remainder of this page is intentionally left blank.]

                                       2
<PAGE>

         IN WITNESS WHEREOF,  the parties hereto have executed this Amendment on
the date first above written.

                                        ACCOM, INC.



                                        By: /s/ Junaid Sheikh
                                           -------------------------------------
                                                      Junaid Sheikh
                                                 Chief Executive Officer



                                        LIONEL M. ALLAN

                                              /s/ Lionel M. Allan
                                        ----------------------------------------

                                       3
<PAGE>

                                                                  Execution Copy

                              AMENDED AND RESTATED
                             SECURED PROMISSORY NOTE

$65,000                                                            June 20, 1999

         FOR VALUE  RECEIVED,  Lionel M.  Allan  ("Maker"),  promises  to pay to
Accom,  Inc., a Delaware  corporation  ("Payee"),  in lawful money of the United
States of America,  the principal sum of Sixty-Five  Thousand dollars  ($65,000)
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, 2003.

                           (b)  Interest  shall  begin to accrue  on the  unpaid
principal balance of this Note commencing on December 7, 1998 until repayment of
this Note in full.  The interest  rate shall be a variable  annual rate equal to
the prime rate of Comerica Bank which rate shall be established  and adjusted as
necessary at the beginning of each calendar quarter during the term of this Note
and  shall  be  calculated  on the  basis  of a year  of  365  or 366  days,  as
applicable, and charged for the actual number of days elapsed.

                           (c) All  accrued,  unpaid  interest  shall be due and
payable together with the payment of principal on December 7, 2003.

                  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 or interest 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, and such extension of time shall be taken
into  account in  calculating  the amount of interest  payable  under this Note.
"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 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.

<PAGE>

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; or

                           (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.

                  2.2  Remedies.  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,  (a) 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
(b) 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  Recourse.  Upon the  occurrence  of an  Event of  Default
hereunder  (unless  all Events of  Default  have been cured or waived by Payee),
Payee shall have full  recourse  against all tangible and  intangible  assets of
Maker,  including,  but not  limited  to,  the  shares of common  stock of Payee
purchased  by Maker (the  "Shares")  in  connection  with the  Restricted  Stock
Purchase  Agreement,  dated as December 7, 1998 and amended as of June 20, 1999,
between Maker and Payee (the "Restricted Stock Purchase Agreement"). Payee shall
have a full  right of offset  for any  amounts  due upon such  Event of  Default
against any amounts payable by Payee to Maker.

                                       2
<PAGE>

3.       COLLATERAL.

                  3.1.  Security  Interest.  This Note  constitutes  a "security
agreement"  within the  meaning of the Uniform  Commercial  Code of the State of
California  as in effect on the date  hereof  and as  amended  from time to time
hereafter.  Payee and Maker desire to secure the payment and  performance of all
money, debts, obligations and liabilities,  whether direct or indirect, absolute
or  contingent,  due or to become due, or now  existing or  hereafter  incurred,
which may arise under,  out of, or in  connection  with this Note (the  "Secured
Obligations").  Accordingly,  Maker hereby grants, assign, transfer, pledge, and
set over to Payee a first-priority security interest in and lien on the Shares.

                  3.2.  Further  Assurances.  Maker  agrees that at any time and
from time to time, at its expense,  Maker will promptly  execute and deliver all
further  instruments and documents  (including,  without  limitation,  financing
statements and continuation statements),  and take all further action that Payee
may request,  in order to perfect and protect the security  interests granted or
purported  to be granted  hereby and to enable Payee to exercise and enforce its
rights and remedies hereunder with respect to the Shares.

4.       MISCELLANEOUS.

                  4.1 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  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.

                  4.2  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.

                  4.3 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
<PAGE>

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

                  4.5  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).

                  4.6  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.

                  4.7 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.

            [The remainder of this page is intentionally left blank.]

                                       4
<PAGE>

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



                                                  /s/ Lionel M. Allan
                                        ----------------------------------------
                                                      Lionel M. Allan


                                       5