EXHIBIT 10.1

                 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT


         This Second Amendment to Loan and Security  Agreement,  dated as of the
23rd day of July,  1999, 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 it has
previously been amended (the "Agreement").

         For  valuable  consideration,  receipt  and  sufficiency  of which  are
acknowledged, Borrower and LaSalle agree as follows:

         1. The definition of "Inventory Advance Rate" is hereby amended to read
as follows:

                           "Inventory   Advance  Rate  shall  mean   twenty-five
                  percent (25%);  provided,  however, that the Inventory Advance
                  Rate will be increased after  LaSalle's  receipt of Borrower's
                  December 31, 1999 audited fiscal year-end financial  statement
                  to the lesser of (i) forty percent  (40%) or (ii)  eighty-five
                  percent  (85%)  of  the  net  liquidation  value  of  Eligible
                  Inventory as  determined by the  Appraisal,  but such increase
                  will occur only if no Default or Event of Default  then exists
                  and Borrower is then in full  compliance with all covenants in
                  this  Agreement.  LaSalle may require that a new  appraisal be
                  performed,  at Borrower's expense, by an appraiser  acceptable
                  to LaSalle before the Inventory Advance Rate is increased.

         2. The  definition of "Revolving  Loan  Facility" is amended to read as
follows:

                           "Revolving  Loan  Facility  shall  mean  the  sum  of
                  $4,000,000."

         3.  Paragraph  2(b) of the Agreement is amended in its entirety to read
as follows:

                           "(b)  LaSalle  agrees  to  make  Revolving  Loans  to
                  Borrower up to the lesser of the following amounts, the amount
                  calculated  pursuant  to  subparagraph  (i)  below  being  the
                  "Borrowing Base":

                                    (i) an amount equal to the sum of:

                                             (A) the applicable A/R Advance Rate
                                    applied  to  the  face  amount  of  Eligible
                                    Accounts plus,

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                                             (B)  the  lesser  of  two   million
                                    dollars ($2,000,000) or the sum of

                                             (x)  the  Inventory   Advance  Rate
                                             applied  to the  value of  Eligible
                                             Inventory   other  than  Rotational
                                             Inventory,  calculated on the lower
                                             of  cost  or  market   value  on  a
                                             first-in, first-out basis; plus

                                             (y) the lesser of (1) the Inventory
                                             Advance Rate for Eligible Inventory
                                             which   is   Rotational   Inventory
                                             applied   to  the   value  of  such
                                             Rotational Inventory, calculated on
                                             the lower of cost or  market  value
                                             on a first-in,  first-out  basis or
                                             (2) five hundred  thousand  dollars
                                             ($500,000), less

                                             (C) the  amount  of all  Letter  of
                                    Credit Obligations, less

                                             (D) such reserves as LaSalle in its
                                    sole   discretion  may  from  time  to  time
                                    establish in determining  the Borrowing Base
                                    to reflect events, conditions, contingencies
                                    or risks  which may affect  the  Collateral,
                                    the   business,    business   prospects   or
                                    financial   condition   of   Borrower,   the
                                    security   interests  of  LaSalle,   or  the
                                    security  of the  Loans,  including  but not
                                    limited to a five  hundred  thousand  dollar
                                    ($500,000)  reserve to be  maintained  until
                                    LaSalle  has   received   and  approved  the
                                    Appraisal and the Inventory Advance Rate has
                                    been adjusted in LaSalle's reasonable credit
                                    judgment based on the Appraisal, or

                                    (ii) the Revolving Loan  Facility,  less the
                           amount of all Letter of Credit Obligations."

         4. 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 one and
                  three-quarters percent (1.75%) above the Prime Rate."

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         5.  Paragraph  14(n)(i)  of the  Agreement  is  hereby  amended  in its
entirety to read as follows:

                           "(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,  a Tangible Net Worth
                  of not less  than the sum of (1) the  Base  Amount  and (2) an
                  aggregate  amount  equal to  ninety  percent  (90%) of the net
                  income  after taxes of  Borrower  and its  Subsidiaries,  on a
                  consolidated  basis, for each fiscal quarter ending subsequent
                  to September 30, 1999 (provided,  however, that such aggregate
                  amount  shall  not be  reduced  by the  amount of any net loss
                  before   taxes  of  Borrower  and  its   Subsidiaries,   on  a
                  consolidated basis, for any fiscal quarter)."

         6.  Paragraph  14(n)(ii)  of the  Agreement  is hereby  amended  in its
entirety to read as follows:

                           "(ii) Cash Flow. Borrower and its Subsidiaries,  on a
                  consolidated  basis,  shall  have  Cash  Flow of no less  than
                  $1,500,000  for the 12-month  period ending  December 31, 1999
                  and for  each  12-month  period  ending  as of the end of each
                  fiscal quarter thereafter."

         7.  Paragraph  14(n)(v)  of the  Agreement  is  hereby  amended  in its
entirety to read as follows:

                           "(v) Consolidated Capital Expenditures.  Borrower and
                  its  Subsidiaries,  on a  consolidated  basis,  shall not make
                  Capital Expenditures in any fiscal year in an aggregate amount
                  which exceeds the sum of three hundred fifty thousand  dollars
                  ($350,000);  provided,  however,  that  they may make  Capital
                  Expenditures  in an  aggregate  amount  of up to  $550,000  in
                  fiscal year 1999."

         8.  The  following  new  paragraph  14(n)(vi)  is  hereby  added to the
Agreement:

                           "(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."

         9. The following sentence is added to paragraph 14(t) of the Agreement:

                  "LaSalle  will  have the  right to have  Borrower's  Inventory
                  appraised at any time, at Borrower's  expense, by an appraiser
                  acceptable to LaSalle; provided,  however, that in the absence
                  of an

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                  Event of Default,  LaSalle  will not require  such  appraisals
                  more often than twice a year."

         10. Subject to execution of this Amendment and to LaSalle's  receipt of
copies of written waivers executed by Scitex Digital Video, Inc.  ("Scitex") and
American  Bankers  Insurance Group,  Inc.  ("ABIG") and certain other holders of
Borrower's 6% Senior Subordinated Convertible Notes (the "Senior Notes") waiving
any and all  defaults of Borrower  with  respect to  Borrower's  obligations  to
Scitex,  ABIG  and such  holders,  LaSalle  waives,  through  the  date  hereof,
Borrower's  (a)  default of the  covenant  in  paragraph  14(m) not to amend its
organizational  documents,  as a result of  Borrower's  amendment  to its Bylaws
dated as of May 26, 1999, amendment to its Bylaws dated as of July 20, 1999, and
amendment to its Certificate of Incorporation  dated as of July 20, 1999, copies
of which have been provided to LaSalle; (b) default of the Consolidated Tangible
Net Worth covenant in paragraph  14(n)(i) as such covenant existed prior to this
Amendment,  (c) default of the Cash Flow covenant in paragraph 14(n)(ii) as such
covenant  existed  prior to this  Amendment;  and (d) default which has occurred
under paragraph 16(i) as a result of Borrower's  default under its  subordinated
promissory  note in favor of Scitex and under its Senior Notes dated as of March
12, 1999. Upon the effective date of LaSalle's waiver, Borrower may make payment
to  Scitex  of  all  principal  and  interest  accrued  under  the  subordinated
promissory note and up to $1,015,000  representing principal which was scheduled
to be paid in June 1999,  provided  that all  conditions  for such payment under
paragraph  14(u) of the  Agreement  are  satisfied and Scitex waives any and all
other defaults by Borrower through the date of payment.

         11.  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.

         12. 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,  except to the extent the defaults  described in
paragraph 10(d) affect such representations and warranties.

                  (b) Except as set forth in paragraph 10, 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.

         13. Except as specifically  provided above, the Agreement and the Other
Agreements remain fully valid, binding and enforceable according to their terms.

         14. Borrower hereby 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.

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         15.  Each party  represents  and  warrants to the other party that 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.




                                       ACCOM, INC.


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

                                       LASALLE BUSINESS CREDIT, INC.


                                       By:  /s/  MARK E. LANDSEM
                                            ------------------------------------
                                                 (Mark E. Landsem)
                                       Title:     Vice President



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