EXHIBIT 10.8.1


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                                                                  EXECUTION COPY

                  AMENDED AND RESTATED SECURED PROMISSORY NOTE

$65,000                                                            April 8, 1999

         FOR VALUE RECEIVED, David A. Lahar ("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 at 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. Interest 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.

         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,  the  principal
amount of this Note then  outstanding  shall be due and payable on  September 1,
1999.  Accrued,  unpaid  interest on the unpaid  principal  balance of this Note
shall be due and payable  together  with the payment of  principal  as described
above.

         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.

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"):
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                  (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.  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  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 or  intangible  assets of Maker and EOS
Capital Profit Sharing Plan, including,  but not limited 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,  Payee and EOS  Capital  Profit
Sharing  Plan (the  "Shares").  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.

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.  Maker
and EOS Capital Profit Sharing Plan 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 and EOS Capital Profit Sharing Plan
hereby grant, assign,  transfer,  pledge, and set over to Payee a first-priority
security interest in and lien on the Shares.

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         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 7.5 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.

         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 

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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.


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





                                   DAVID A. LAHAR

                                                /s/ David A. Lahar
                                   -----------------------------------------






                                   EOS CAPITAL PROFIT SHARING PLAN



                                   By:            /s/ David A. Lahar
                                       -------------------------------------
                                   Name:             David A. Lahar
                                   Title:            Trustee




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