Execution Copy
                                                                  --------------

                       RESTRICTED STOCK PURCHASE AGREEMENT

         THIS RESTRICTED  STOCK PURCHASE  AGREEMENT (this  "Agreement") has been
executed and delivered  effective 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"), for the purpose of sale by the Company
to the Purchaser of 100,000 shares (the "Shares") of the Company's  Common Stock
(the "Common Stock") on the terms and conditions in this Agreement.


                                    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.       Purchase and Sale of the Shares

         Concurrently  with  execution of this  Agreement,  the  Purchaser  will
purchase,  by delivery of a promissory  note issued by the Purchaser in favor of
the Company and dated as of even date  herewith in the form  attached  hereto as
Exhibit A (the "Promissory  Note"), and the Company will sell, by delivery of an
appropriate stock  certificate to the Purchaser,  the Shares at a purchase price
of $0.65  per Share  for the  aggregate  consideration  of sixty  five  thousand
dollars ($65,000). The closing of the purchase of the Shares shall take place at
the offices of Gibson,  Dunn & Crutcher,  LLP at 1530 Page Mill Road, Palo Alto,
CA 94304, or at such other place as may be agreed upon by the parties.

2.       Right of Repurchase - Cessation of Association

         2.1 The Repurchase Option. In the event that the Purchaser  voluntarily
or  involuntarily  ceases to be a director of and also ceases to be a consultant
to the  Company,  the Company  shall have the option  under this  Section 2 (the
"Repurchase  Option"),  but not the  obligation,  to  repurchase  all, but not a
portion of, the Shares then subject to the  Repurchase  Option  purchased by the
Purchaser pursuant to this Agreement from the Purchaser, or from the Purchaser's
estate  or  personal  representative,  and  from  each  transferee  to whom  the
Purchaser has transferred any of the Shares (the "Transferees"), as the case may
be.

         2.2 Exercise of the Repurchase  Option.  The Company shall exercise the
Repurchase  Option by giving to the Purchaser,  or to the Purchaser's  estate or
personal  representative,  and  to any  Transferees  of  whom  the  Company  has
previously received written notice, written notice of the Company's intention to
exercise  the  Repurchase  Option  (the  "Notice  of  Repurchase")   before  the
Repurchase  Option lapses in accordance with Section 2.5 of this Agreement,  and
in such Notice agreeing to tender to the Purchaser, or to the Purchaser's estate
or  personal  representative,  and to any  Transferees,  as the case may be, the
amount   specified  in  Section  2.3,   against  delivery  of  the  certificates
representing the Shares to be repurchased,  duly endorsed, free and clear of any



<PAGE>


and all liens, charges or encumbrances. In exercising the Repurchase Option, the
Company may also  designate  one or more nominees to purchase some or all of the
Shares instead of purchasing all of them itself,  provided that the Shares to be
purchased by the Company and by such nominees shall in any event  constitute all
of  the  Shares  that  could  then  be  purchased  from  the  Purchaser,  or the
Purchaser's estate or personal representative,  and from any Transferees, as the
case may be.

         2.3  Repurchase  Option Price.  The purchase  price for the Shares upon
exercise  of the  Repurchase  Option  shall be $0.65 for each Share  repurchased
pursuant to this  Section 2 (in the  aggregate  referred to in this Section 2 as
the "Purchase Price").

         2.4 Option Exercise;  Closing.  The closing with respect to exercise of
the Repurchase  Option shall occur not more than 30 days after the date on which
the Notice of Repurchase is given, on such date and time and at such location as
shall be specified by the Company,  and in the absence of the  specification  of
another site,  at the  Company's  principal  offices.  At such closing,  (a) the
Company shall deliver to the Purchaser, or to the Purchaser's estate or personal
representative,  and to any  Transferees,  as the  case  may be,  a check in the
amount of the Purchase Price, or the Company may, in its sole discretion, cancel
or forgive  indebtedness of such party in the amount of the Purchase Price;  and
(b) the Purchaser, or the Purchaser's estate or personal representative, and any
Transferees,  as the case may be, shall deliver to the Company the  certificates
representing  the Shares,  duly  endorsed,  free and clear of any and all liens,
charges or encumbrances.

         2.5 Lapse of Repurchase Option.  Notwithstanding any other provision of
this  Section  2,  certain  of the  Shares  shall  cease  to be  subject  to the
Repurchase Option as follows:

         (a) On the first anniversary of this Agreement,  one-third (1/3) of the
Shares,  or 33,333 shares,  shall cease to be subject to the Repurchase  Option;
and

         (b) On the first day of each month following the first anniversary, one
thirty-sixth  (1/36) of the original  number of Shares,  or 2,778 shares,  shall
cease to be  subject to the  Repurchase  Option  (except  that on the day of the
third  anniversary  2,773  shares  shall  cease to be subject to the  Repurchase
Option); such that on the third anniversary of this Agreement, all of the Shares
shall be free of the Repurchase  Option provided in this Section 2, except those
Shares as to which the Repurchase Option has been exercised by the Company prior
to such  third  anniversary.  Those  shares  which  cease to be  subject  to the
Repurchase Option are referred to herein as the "Vested Shares."

         2.6  Termination  of  Repurchase  Option.  In the event that there is a
Change in Control  (as  defined  below) of the  Company,  all of the Shares held
subject to a  Repurchase  Option shall  immediately  upon such Change in Control
become Vested Shares and shall cease to be subject to the Repurchase Option. For
this Agreement,  a "Change of Control" includes the sale or other disposition of
substantially   all  of  the  assets  of  the   Company,   any   reorganization,
consolidation,  or merger of the Company  where the Company is not the surviving
corporation and where the Company's  securities  outstanding  immediately before
the transaction  represent less than 50% of the beneficial  ownership of the new
entity immediately after the transaction, or a change in a

                                       2

<PAGE>


majority of the members of the Board of Directors  of the Company (the  "Board")
which is not voted upon by the current members of the Board.

         2.7 Section 83 Stock.  The Purchaser  acknowledges  that such Purchaser
has been advised  that the  Repurchase  Option  contained in this Section 2 will
cause the purchase of the Shares to fall within the  provisions of Section 83 of
the Internal  Revenue Code of 1986, as amended (the "Code"),  which provides for
the recognition of ordinary income (as  distinguished  from capital gain) by the
purchaser of Shares based on the  difference  between the purchase  price of the
Shares and their fair market value at the time  restrictions with respect to the
Shares (for example,  the "Repurchase  Option") "lapse",  regardless whether the
Shares are then (or could be then) sold. However, Section 83 of the Code permits
the filing of an election within 30 days after the  Purchaser's  purchase of the
Shares pursuant to this  Agreement,  whereby the Purchaser may elect to be taxed
on the  difference,  if any,  between the purchase price of the Shares and their
fair market value at the time of purchase, with the result that if such election
is validly made,  future gain, if any,  realized upon  disposition of the Shares
would in general be treated as capital gain. Purchaser acknowledges receipt from
the Company of a copy of Sections 83(a) and (b) of the Code and a portion of the
IRS Regulations  thereunder,  to which the foregoing  discussion is subject. The
Purchaser  should consult with his tax adviser  concerning  whether to make such
election and its consequences. In the event of any IRS audit or investigation of
the Purchaser or the transactions  contemplated by this Agreement, the Purchaser
shall  not  seek  reimbursement  or  indemnification  from the  Company  for any
assessment  or penalty  resulting  from an IRS  determination  that the purchase
price of the Shares is lower than the fair market  value  thereof as of the date
of issuance.

3.       Effect of Tender of Purchase Price

         Notwithstanding   the  failure  of  the  holder  of  any   Certificates
evidencing all or any portion of the Shares subject to repurchase  under Section
2 to deliver the same to the Company, upon tender by the Company of the purchase
price for any such Shares in accordance with the terms of this  Agreement,  such
Shares and the  Certificates  representing  same  shall  forthwith  and  without
further  action be deemed to have been  transferred to the Company and no longer
to be  outstanding  for any purpose,  except receipt of the price payable by the
Company, without interest, upon proper tender of the Certificates to the Company
in accordance with this Agreement.

4.       Restrictions on Transfer

         Except as otherwise may be permitted by this  Agreement,  the Purchaser
shall not  dispose of or  otherwise  alienate  any of, or any  interest  in, the
Shares  that at any time would be subject to  repurchase  by the  Company  under
Section 2 of this  Agreement,  and any  attempt to effect  any such  transaction
shall be null and void ab initio and of no force and effect.

5.       Investment Representations of the Purchaser

         The Purchaser  represents to the Company and agrees with the Company as
follows:

                                       3

<PAGE>


         5.1  The  Purchaser  is  acquiring  the  Shares  for  private  personal
investment for his own account and not for the account of any other person,  and
has no present  intention of reselling the Shares to others.  None of the Shares
or any interest  therein  will be sold,  transferred  or  otherwise  disposed of
(except for sale to the Company) unless  registered  under the Securities Act of
1933, or similar  successor law ("the Act"), and applicable  securities or "blue
sky laws" of any state ("State Securities Laws") or unless subject to exemptions
from the Act and State Securities Laws.

         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."

         "RESTRICTIONS ON THE OWNERSHIP RIGHTS OF THE STOCK  REPRESENTED BY THIS
CERTIFICATE HAVE BEEN IMPOSED PURSUANT TO A RESTRICTED STOCK PURCHASE  AGREEMENT
DATED DECEMBER 7, 1998. A COPY OF THE RESTRICTED STOCK PURCHASE  AGREEMENT IS ON
FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE
TO THE HOLDER OF THIS  CERTIFICATE  UPON RECEIPT BY THE COMPANY AT ITS PRINCIPAL
PLACE OF  BUSINESS  OR  REGISTER  OFFICE OF A WRITTEN  REQUEST  FROM THE  HOLDER
REQUESTING SUCH COPY."

6.       General Provisions

         6.1  Construction.  This  Agreement  shall be construed and enforced in
accordance with and governed by the laws of the State of Delaware.

         6.2 Entire Agreement.  This Agreement contains the entire understanding
of the parties and supersedes all prior agreements and  understandings  relating
to the subject matter hereof.

         6.3  Modification.  This  Agreement may be modified,  amended or waived
only by a writing executed by the Company and the Purchaser.

         6.4 Waivers. Any party to this Agreement may waive any right,  provided
that such waiver will not be effective against the waiving party unless it is in
writing and signed by the waiving party. No waiver will be deemed to be a waiver
of any same, similar, or dissimilar matter.

                                       4

<PAGE>


         6.5 Notice.  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 at
the following addresses, or at such other addresses as the parties may designate
by written notice in the manner aforesaid:

                           If to Buyer:              Accom, Inc.
                                                     1490 O'Brien Drive
                                                     Menlo Park, CA 94025
                                                     Attn: President
                                                     Fax: 650-327-2511

                           With copies to:           Gibson, Dunn & Crutcher LLP
                                                     1530 Page Mill Road
                                                     Palo Alto, CA 94304
                                                     Attn: Gregory T. Davidson
                                                     Fax: 650-849-5333

                           If to Purchaser:          Lionel M. Allan
                                                     18222 Sebree Lane
                                                     Monte Sereno, CA  95030
                                                     Fax:  (408) 395-1492

         6.6  Successors.  This  Agreement  shall inure to the benefit of and be
binding upon the parties  hereto,  and upon any  transferee of Shares,  and upon
their  respective  successors,  assigns,  executors,  administrators  and  legal
representatives. This Agreement may not be assigned by any Purchaser without the
express written consent of the Company.

         6.7 Section Headings. The headings of each Section, subsection or other
subdivision  of this  Agreement  are for  reference  only and shall not limit or
control the meaning thereof.

         6.8  Counterparts.  This  Agreement  may be  executed by the parties in
separate counterparts,  each of which when so executed and delivered shall be an
original,  but both counterparts shall together  constitute but one and the same
instrument.

         6.9  Attorneys'  Fees.  In the event  that any  action  or  proceeding,
including  arbitration,  is  commenced  by any party  hereto for the  purpose of
enforcing  any  provision  of  this  Agreement,  the  parties  to  such  action,
proceeding or arbitration may receive as part of any award,  judgment,  decision
or other  resolution of such action,  proceeding or arbitration  their costs and
reasonable  attorneys'  fees as  determined  by the person or body  making  such
award, judgment,  decision or resolution.  Should any claim hereunder be settled
short  of  the  commencement  of  any  such  action  or  proceeding,   including
arbitration, the parties in such settlement shall be entitled to include as part
of the damages  alleged to have been incurred  reasonable  costs of attorneys or
other professionals in investigation or counseling on such claim.

                                       5

<PAGE>


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


                                           ACCOM, INC.



                                           By: /S/ JUNAID SHEIKH                
                                              ----------------------------------
                                           Name:   Junaid Sheikh                
                                                --------------------------------
                                           Title: Chief Executive Officer       
                                                 -------------------------------

                                           LIONEL M. ALLAN

                                               /S/ LIONEL M. ALLAN
                                           -------------------------------------

                                       6

<PAGE>


                                                                  Execution Copy
                                                                  --------------

                          NON-RECOURSE PROMISSORY NOTE

$65,000                                                         December 7, 1998

         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 ($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.


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 three years from
the date of  execution  of this Note.  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"):

         (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.



<PAGE>


         (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 (the  "Restricted  Stock
Purchase  Agreement").  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  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.

                                       2

<PAGE>


         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.


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


                                       3

<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

                                       4