Execution Copy
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                           INVESTOR'S RIGHTS AGREEMENT

         This Investor's Rights Agreement (this "Agreement") is made and entered
into as of December  10, 1998 by and among Accom,  Inc., a Delaware  corporation
(the "Company"), and Michael Luckwell (the "Investor").


                                    RECITALS

         A. The Investor has agreed to acquire from the Company, and the Company
has agreed to issue to the Investor,  2,500,000  shares of the Company's  Common
Stock  (the "New  Shares")  on the terms and  conditions  set forth in the Stock
Purchase  Agreement  dated as the date hereof by and between the Company and the
Investor (the "Stock Purchase Agreement").

         B. As a condition to the issuance of the New Shares the  Investor,  the
Company has agreed to certain  restrictions related to the ownership of stock of
the Company.


                                    AGREEMENT

         NOW,  THEREFORE,  in  consideration  of the foregoing  premises and the
mutual covenants and agreements  contained  herein,  the parties hereto agree as
follows:

1. Acquisition of Additional Shares, Voting, Transfer and Other Restrictions.

         1.1 Certain Definitions.  All capitalized terms used but not defined in
this  Agreement  shall have the  meaning  as defined  for such term in the Stock
Purchase Agreement. In addition, as used in this Agreement,  the following terms
shall have the following respective meanings:

                  "Affiliate"  of  any  Person,   means  (i)  any  other  Person
controlling,  controlled by or under common  control with such Person,  (ii) any
director or executive  officer of such Person or of any Affiliate of such Person
and (iii) any immediate  family  member of any director or executive  officer of
such  Person or any  director  or  executive  officer of any  Affiliate  of such
Person.

                  "Stock  Purchase  Closing" means the Closing as defined in the
Stock Purchase Agreement.

                  "Beneficially  Own" or "Beneficial  Ownership" with respect to
any securities shall have the meaning set forth in Rule 13d-3 under the Exchange
Act.

                  "Common  Stock" means the Company's  common stock,  $0.001 par
value.

                  "Company Securities" mean any option,  warrant, other right to
acquire Voting Securities or other capital stock of the Company.



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                  "Exchange Act" means the  Securities  Exchange Act of 1934, as
amended,  and the rules and regulations of the SEC  thereunder,  all as the same
shall be in effect at the time.

                  "Investor  Shares"  means the New  Shares  plus all  shares of
Common Stock of the Company owned by the Investor on the date hereof.

                  "Person" means any natural person,  corporation,  partnership,
limited liability company, firm, association,  trust, "group" within the meaning
of Section 13(d)(3) of the Exchange Act,  government,  governmental  agency,  or
other  legal  entity,  whether  acting  in an  individual,  fiduciary  or  other
capacity.

                  "Permitted  Transferee"  means,  with  respect to each  Person
bound by the  terms of this  Agreement,  (i) in  respect  of the  Investor,  any
descendant,  Affiliate or associate  (as such term is defined in Rule 405 of the
Securities  Act) of the  Investor  or any  other  Permitted  Transferee  of such
Affiliate; (ii) the Company; (iii) in the event of the dissolution,  liquidation
or winding up of any such Person that is a  corporation  or a  partnership,  the
partners of a partnership that is such Person,  the stockholder of a corporation
that is such Person or a successor partnership all of the partners of which or a
successor  corporation  all of the stockholder of which are the Persons who were
the  partners  of  such  partnership  or the  stockholder  of  such  corporation
immediately prior to the dissolution,  liquidation or winding up of such Person;
(iv) a transferee by testamentary or intestate disposition;  (v) a transferee by
inter vivos transfer to the transferring Person's spouse,  children and/or other
lineal  descendants;  (vi) a trust  transferee  by  inter  vivos  transfer,  the
beneficiaries  of which are the  transferring  Person,  spouse,  children and/or
other  lineal  descendants;  (vii)  a  successor  nominee  or  trustee  for  the
beneficial owner of the shares for which such Person acts as nominee or trustee,
as the case may be, or (viii) a Person who acquires all or substantially  all of
the stock or assets of such Person;  provided,  however, that any such Permitted
Transferee  shall have agreed in writing in form and substance  satisfactory  to
the Company to be bound by, and hold the Registrable  Securities  acquired by it
subject to, the terms of this Agreement.

                  "Securities Act" means the Securities Act of 1933, as amended,
and the rules and  regulations  of the SEC  thereunder,  as the same shall be in
effect at the time.

                  "Total  Voting  Power" at any time  means  the total  combined
voting power in the general  election of directors of all the Voting  Securities
then outstanding.

                  "Transfer" means any sale,  transfer,  pledge,  encumbrance or
other disposition.

                  "Voting  Securities"  means any shares of any class of capital
stock of the Company which are then  entitled to vote  generally in the election
of directors.

         1.2 Acquisition of Additional Shares.

                  (a) The Investor  covenants  and agrees with the Company that,
for so long as Junaid Sheikh is the Chief Executive Officer of the Company,  the
Investor  will not,  and will not permit any of its  Affiliates,  in either case
without  the  prior  written  consent  of the  Company,  to  acquire  Beneficial
Ownership of any Company Securities other than the Investor Shares.

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                  (b) If at  any  time,  as the  result  of any  transaction  or
circumstances,   the  Investor  and  its  Affiliates  shall  acquire  Beneficial
Ownership  of  any  Company   Securities   other  than  the   Investor   Shares,
inadvertently  or otherwise,  in violation of this Agreement,  then the Investor
shall  promptly  take such action as may be necessary or  appropriate  to divest
such Beneficial Ownership of Company Securities.

         1.3. Further Restrictions on Conduct. The Investor covenants and agrees
with the  Company  that,  for so long as Junaid  Sheikh  is the Chief  Executive
Officer of the Company, neither it nor any of its Affiliates shall:

                  (a) initiate, commence or propose, directly or indirectly, any
"solicitation"  of  "proxies"  to vote,  or seek to  influence  any Person  with
respect  to  the  voting  of,  any  Company  Securities,  in  connection  with a
"solicitation"  or  "election  contest"  (as such  terms are  defined or used in
Regulation  14A under the Exchange  Act) with respect to the election or removal
of the  members  of the  Board.  Notwithstanding  the  foregoing,  or any  other
provision  of this  Agreement,  nothing  in this  Agreement  shall  prevent  the
Investor  from  voting  the  Investor  Shares  in  connection  with  any  matter
(including the election or removal of members of the Board) however the Investor
decides to vote such Investor Shares;

                  (b) other than a transaction  permitted by Section 1.4(b)(iii)
hereof,  solicit, offer, seek or propose to acquire shares of Company Securities
in excess of the number of shares permitted by this Agreement,  whether directly
or indirectly  through a tender offer, proxy or consent  solicitation,  exchange
offer, merger proposal or otherwise; or

                  (c) become a member of a "group" within the meaning of Section
13(d)(3) of the  Exchange  Act with any person  other than the  Investor and its
Affiliates.

         1.4  Restrictions on Transfer.  The Investor  covenants and agrees with
the Company that:

                  (a) until the first anniversary of the date of this Agreement,
the Investor  will not  Transfer any of the Investor  Shares to any Person other
than a Permitted Transferee except through:

                           (i) a  Transfer  through  a  bona  fide  underwritten
public offering  registered under the Securities Act effected in accordance with
the provisions of Section 2.5 hereof,  with an underwriter or  underwriters  and
pursuant to procedures reasonably acceptable to the Company, intended to achieve
a broad public distribution of the Investor Shares covered thereby; or

                           (ii)  Transfers in normal and  customary  open-market
transactions on a national securities exchange, the Nasdaq National Market or an
over-the  counter  market,  provided that the total number of Investor Shares so
transferred by the Investor in any one-week  period shall not exceed the greater
of (a) one percent (1%) of the outstanding shares of the Common Stock or (b) the
average weekly  trading  volume for Common Stock for the four weeks  immediately
preceding the week in which the relevant Transfer occurs.

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<PAGE>


                  (b) after the first anniversary of the date of this Agreement,
the Investor will not Transfer any Investor Shares except through:

                           (i) a  Transfer  through  a  bona  fide  underwritten
public offering  registered under the Securities Act effected in accordance with
the  provisions of Section 2 hereof,  with an underwriter  or  underwriters  and
pursuant to procedures reasonably acceptable to the Company, intended to achieve
a broad public distribution of the Investor Shares covered thereby;

                           (ii)  Transfers in normal and  customary  open-market
transactions on a national securities exchange, the Nasdaq National Market or an
over-the  counter  market,  provided that the total number of Investor Shares so
transferred by the Investor in any one-week  period shall not exceed the greater
of (a) one percent (1%) of the outstanding shares of the Common Stock or (b) the
average weekly  trading  volume for Common Stock for the four weeks  immediately
preceding the week in which the relevant Transfer occurs;

                           (iii) a Transfer of all or  substantially  all of the
Investor  Shares in a transaction  involving the  opportunity for all holders of
Company Securities (including the Investor) to dispose of all or a proportionate
part of such Company  Securities for the same consideration as, and on terms and
conditions not materially  less favorable than those  available to the Investor;
or

                           (iv)  a  Transfer  by  the  Investor  to a  Permitted
Transferee.

2.       Registration Rights.

         2.1 Definitions. For purposes of this Section 2:

                  (a)  Registration.  The terms  "register,"  "registered,"  and
"registration"  refer to a  registration  effected  by  preparing  and  filing a
registration statement in compliance with the Securities Act and the declaration
or ordering of effectiveness of such registration statement

                  (b) Registrable Securities.  The term "Registrable Securities"
means (i) the  Investor  Shares  and (ii) any  Common  Stock or other  shares of
capital stock of the Company  issued by way of stock  dividend or stock split or
other distribution,  recapitalization or reclassification with respect to, or in
exchange  for,  or  in  replacement  of,  any  other   Registrable   Securities.
Notwithstanding  the  foregoing,  "Registrable  Securities"  shall  exclude  any
Registrable  Securities  sold by a person in a transaction in which rights under
this  Section  2 are not  assigned  in  accordance  with this  Agreement  or any
Registrable Securities sold in a public offering,  whether sold pursuant to Rule
144  promulgated  under the  Securities  Act, or in a  registered  offering,  or
otherwise.

                  (c)  Registrable  Securities Then  Outstanding.  The number of
shares of  "Registrable  Securities then  outstanding"  shall mean the number of
shares of Common Stock of the Company that are  Registrable  Securities  and are
then issued and outstanding.

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<PAGE>


                  (d) Holder.  For purposes of this Section 2, the term "Holder"
means any person owning of record Registrable Securities that have not been sold
to the public or pursuant to Rule 144  promulgated  under the  Securities Act or
any permitted  assignee of record of such Registrable  Securities to whom rights
under this Section 2 have been duly assigned in accordance with this Agreement.

                  (e)  SEC.  The  term  "SEC"  or  "Commission"  means  the U.S.
Securities and Exchange Commission.

         2.2      Demand Registration.

                  (a) Request by Holders. If the Company shall at any time after
the first  anniversary of the date hereof receive a written  request from any of
the Holders of the Registrable Securities then outstanding that the Company file
a registration  statement under the Securities Act covering the  registration of
Registrable  Securities  pursuant to this Section 2.2,  then the Company  shall,
within fifteen (15) business days of the receipt of such written  request,  give
written notice of such request ("Request Notice") to all Holders, and effect, as
soon  as  practicable,   the  registration  under  the  Securities  Act  of  all
Registrable  Securities  that Holders  request to be registered  and included in
such  registration  by written  notice given such Holders to the Company  within
fifteen  (15) days after  receipt of the  Request  Notice,  subject  only to the
limitations  of this  Section  2.2;  provided  that the  Registrable  Securities
requested  by all Holders to be  registered  pursuant to such request must be at
least fifty percent (50%) of all Registrable  Securities then  outstanding;  and
provided  further  that the Company  shall not be  obligated  to effect any such
registration if the Company has,  within the six (6) month period  preceding the
date of such request,  already effected a registration  under the Securities Act
pursuant to this  Section  2.2, or in which the  Holders had an  opportunity  to
participate  pursuant  to the  provisions  of Section 2.3 if at least 50% of the
number of Registrable  Securities as to which  registration was requested by the
Holders were registered therein.

                  (b) Underwriting.  If the Holders  initiating the registration
request under this Section 2.2  ("Initiating  Holders") intend to distribute the
Registrable  Securities  covered by their  request by means of an  underwriting,
then they shall so advise the Company as a part of their  request made  pursuant
to this  Section 2.2 and the  Company  shall  include  such  information  in the
written notice referred to in subsection  2.2(a). In addition,  the right of any
Holder to include  his  Registrable  Securities  in such  registration  shall be
conditioned  upon  such  Holder's  participation  in such  underwriting  and the
inclusion of such Holder's  Registrable  Securities in the underwriting  (unless
otherwise  mutually  agreed by a majority in interest of the Initiating  Holders
and such  Holder)  to the extent  provided  herein.  All  Holders  proposing  to
distribute  their  securities  through  such  underwriting  shall  enter into an
underwriting  agreement  in  customary  form with the  managing  underwriter  or
underwriters  selected  for such  underwriting  by the  Company  and  reasonably
acceptable to a majority of the Holders  participating  in such  offering.  Such
underwriting  agreement shall include a market stand-off  agreement of up to 180
days if required by such  underwriter.  Notwithstanding  any other  provision of
this  Section  2.2,  if the  underwriter  advises  the  Company in writing  that
marketing  factors  require  a  limitation  of the  number of  securities  to be
underwritten  then the  Company  shall so  advise  all  Holders  of  Registrable
Securities which would otherwise be registered and underwritten pursuant hereto,
and the

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<PAGE>


number of Registrable  Securities that may be included in the underwriting shall
be reduced as required by the  underwriter  and  allocated  among the Holders of
Registrable  Securities  on  a  pro  rata  basis  according  to  the  number  of
Registrable   Securities  then  outstanding  held  by  each  Holder   requesting
registration  (including the initiating  Holders).  If any such exclusion causes
less than 50% of the  number of shares  of  Registrable  Securities  as to which
registration  was requested by the Holders to be registered,  such  registration
may be  withdrawn  at the request of a majority  of the  Holders of  Registrable
Securities to be included in such offering and, if so withdrawn  within ten (10)
days after such Holders are notified of such exclusion,  such registration shall
not constitute a request for registration  under Section 2.2(e). Any Registrable
Securities excluded and withdrawn from such underwriting shall be withdrawn from
the registration.

                  (c) Maximum Number of Demand Registrations.  The Company shall
be obligated to effect only two (2) such registrations  pursuant to this Section
2.2.

                  (d) Deferral.  Notwithstanding  the foregoing,  if the Company
shall  furnish to Holders  requesting  the  filing of a  registration  statement
pursuant to this Section  2.2, a  certificate  signed by the  President or Chief
Executive  Officer of the Company stating that in the good faith judgment of the
Board, it would be materially  detrimental to the Company for such  registration
statement  to be filed,  then the  Company  shall  have the right to defer  such
filing  for a period of not more than  ninety  (90) days  after  receipt  of the
request of the Initiating Holders;  provided,  however, that the Company may not
utilize this right more than once in any twelve (12) month period.

                  (e) Expenses.  All expenses  incurred in  connection  with any
registration  pursuant to this Section 2.2,  including  without  limitation  all
federal  and state  securities  and "blue  sky"  registration  fees,  filing and
qualification fees, printer's and accounting fees, and fees and disbursements of
counsel for the Company (but excluding  underwriters'  discounts and commissions
relating  to shares sold by the Holders and legal fees of counsel for any of the
Holders),  shall  be  borne  by the  Company.  Each  Holder  participating  in a
registration pursuant to this Section 2.2 shall bear such Holder's proportionate
share (based on the total number of shares sold in such registration  other than
for the account of the Company) of all  discounts,  commissions or other amounts
payable to  underwriters  or brokers.  In addition,  each Holder shall bear such
Holders'  legal  fees,  in  connection   with  such  offering  by  the  Holders.
Notwithstanding the foregoing,  the Company shall not be required to pay for any
expenses of any  registration  proceeding  begun pursuant to this Section 2.2 if
the registration request is subsequently withdrawn at the request of the Holders
of a majority of the Registrable Securities to be registered, unless the Holders
of a majority of the  Registrable  Securities to be registered  pursuant to such
request agree that such  registration  constitutes the use by the Holders of one
(1)  demand  registration  pursuant  to this  Section  2.2 (in  which  case such
registration  shall  also  constitute  the  use by all  Holders  of  Registrable
Securities of one (l) such demand  registration);  provided,  further,  however,
that if at the time of such withdrawal,  such Holders have learned of a material
adverse change in the condition, business, or prospects of the Company not known
to the  Holders  at the time of their  request  for such  registration  and have
withdrawn  their  request for  registration  with  reasonable  promptness  after
learning of such material adverse change, then the Holders shall not be required
to pay any of such expenses and such  registration  shall not constitute the use
of a demand registration pursuant to this Section 2.2.

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         2.3      Piggyback Registrations.

                  (a) The  Company  shall  notify  all  Holders  of  Registrable
Securities in writing at least thirty (30) days prior to filing any registration
statement  under the Securities Act for purposes of effecting a public  offering
of  securities  of the Company  (including,  but not  limited  to,  registration
statements  relating to secondary  offerings of securities  of the Company,  but
excluding registration statements relating to any registration under Section 2.2
of this Agreement, to any employee benefit plan, to any corporate reorganization
or to a sale solely in connection  with a Rule 145 transaction or a registration
statement which does not include  substantially the same information as would be
required to be included in a  registration  statement  covering  the sale of the
Registrable  Securities)  and will  afford each such  Holder an  opportunity  to
include  in such  registration  statement  all or any  part  of the  Registrable
Securities then held by such Holder. Each Holder desiring to include in any such
registration  statement all or any part of the  Registrable  Securities  held by
such Holder shall within fifteen (15) days after receipt of the  above-described
notice from the  Company,  so notify the Company in writing,  and in such notice
shall  inform the Company of the number of  Registrable  Securities  such Holder
wishes to include in such  registration  statement.  If a Holder  decides not to
include  all  of  its  Registrable  Securities  in  any  registration  statement
thereafter filed by the Company, such Holder shall nevertheless continue to have
the right to include any Registrable  Securities in any subsequent  registration
statement or registration statements as may be filed by the Company with respect
to  offerings of its  securities,  all upon the terms and  conditions  set forth
herein.

                  (b) Underwriting.  If a registration statement under which the
Company  gives notice under this  Section 2.3 is for an  underwritten  offering,
then the Company shall so advise the Holders of Registrable Securities.  In such
event, the right of any such Holder's Registrable Securities to be included in a
registration  pursuant  to this  Section  2.3  shall be  conditioned  upon  such
Holder's  participation in such  underwriting and the inclusion of such Holder's
Registrable  Securities in the underwriting to the extent provided  herein.  All
Holders  proposing  to  distribute  their  Registrable  Securities  through such
underwriting  shall enter into an underwriting  agreement in customary form with
the  managing  underwriter  or  underwriters  selected  by the  Company for such
underwriting  (including  a  market  stand-off  agreement  of up to 180  days if
required by such  underwriters)  on terms no less favorable to such Holders than
available to the Company if the Company is participating  in such  underwriting.
Notwithstanding  any  other  provision  of  this  Agreement,   if  the  managing
underwriter determines in good faith that marketing factors require a limitation
of the number of shares to be underwritten,  then the managing  underwriters may
exclude shares from the  registration  and the  underwriting,  and the number of
shares that may be included in the registration  and the  underwriting  shall be
allocated,  first to the Company,  and second, to each of the Holders requesting
inclusion of their  Registrable  Securities in such  registration  statement and
each of the other holders of Common Stock with similar  registration  rights, if
any, on a pro rata basis  based on the total  number of  Registrable  Securities
then held by each such Holder and Common Stock of any other holder participating
in such  registration.  If any  Holder  disapproves  of the  terms  of any  such
underwriting,  such Holder may elect to withdraw  therefrom by written notice to
the Company and the underwriter, delivered at least ten (10) business days prior
to the effective date of the registration statement.  Any Registrable Securities
excluded or withdrawn  from such  underwriting  shall be excluded and  withdrawn
from the registration.  For any Holder that is a partnership, the Holder and the
partners and retired

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<PAGE>


partners of such Holder,  or the estates and family members of any such partners
and  retired  partners  and any trusts for the  benefit of any of the  foregoing
persons,  and  for  any  Holder  that  is a  corporation,  the  Holder  and  all
corporations  that are  affiliates of such Holder shall be deemed to be a single
"Holder,"  and any pro rata  reduction  with respect to such  "Holder"  shall be
based upon the aggregate amount of shares carrying  registration rights owned by
all  entities  and  individuals  included in such  "Holder,"  as defined in this
sentence.

                  (c) Expenses.  All expenses  incurred in  connection  with any
registration  pursuant to this Section 2.3,  including  without  limitation  all
federal  and state  securities  and "blue  sky"  registration  fees,  filing and
qualification fees, printer's and accounting fees, and fees and disbursements of
counsel for the Company (but excluding  underwriters'  discounts and commissions
relating  to shares sold by the Holders and legal fees of counsel for any of the
Holders),  shall  be  borne  by the  Company.  Each  Holder  participating  in a
registration pursuant to this Section 2.3 shall bear such Holder's proportionate
share (based on the total number of shares sold in such registration  other than
for the account of the Company) of all  discounts,  commissions or other amounts
payable to  underwriters  or brokers.  In addition,  each Holder shall bear such
Holders' legal fees, in connection with such offering by the Holders.

                  (d) Not Demand  Registration.  Registration  pursuant  to this
Section  2.3 shall not be deemed to be a demand  registration  as  described  in
Section 2.2 above. Except as otherwise provided herein,  there shall be no limit
on the number of times the  Holders  may  request  registration  of  Registrable
Securities under this Section 2.3.

         2.4 Form S-3  Registration.  In case the Company shall receive from the
Investor a written  request that the Company effect a  registration  on Form S-3
(or any  comparable  successor form or forms) and any related  qualification  or
compliance with respect to all or a part of the Registrable  Securities owned by
the  Investor,   the  Company  shall  effect,  as  soon  as  practicable,   such
registration and all such  qualifications and compliances as may be so requested
and as would  permit  or  facilitate  the sale and  distribution  of all or such
portion  of the  Investor's  Registrable  Securities  as are  specified  in such
request,  provided,  however,  that the Company shall not be obligated to effect
any such  registration,  qualification  or compliance,  pursuant to this section
2.4:

                  (a) if Form  S-3 is not  available  for such  offering  by the
Holders;

                  (b) if the  Company  has already  effected  two  registrations
pursuant to this Section 2.4;

                  (c) if the Investor  proposes to sell  Registrable  Securities
and such other  securities (if any) at an aggregate  price to the public (net of
any underwriters' discounts or commissions) of less than $1,000,000;

                  (d) if the Company shall furnish to the Investor a certificate
signed by the President or Chief  Executive  Officer of the Company stating that
in the good faith judgment of the Board,  it would be materially  detrimental to
the Company for such registration  statement to be filed, then the Company shall
have the right to defer such filing for a period of not more than

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ninety  (90) days  after  receipt  of the  request  of the  Investor;  provided,
however,  that the  Company  may not  utilize  this  right more than once in any
twelve (12) month period; or

                  (e) in any particular  jurisdiction in which the Company would
be required to qualify to do business or to execute a general consent to service
of process in effecting such  registration,  qualification or compliance (except
for California and New York).

Registrations  effected  pursuant  to this  Section  2.4 shall not be counted as
requests for registration effected pursuant to Section 2.2.

         2.5  Obligations  of the  Company.  Whenever  required  to  effect  the
registration  of any  Registrable  Securities  under this  Agreement the Company
shall, as expeditiously as reasonably possible:

                  (a)  Prepare  and file with the SEC a  registration  statement
with respect to such  Registrable  Securities  and use its best efforts to cause
such registration  statement to become effective,  provided,  however,  that the
Company shall not be required to keep any such registration  statement effective
for more than one  hundred  twenty  (120) days.  Prior to filing a  registration
statement or prospectus relating to the sale of Registrable  Securities,  or any
amendments  or  supplements   thereto,  the  Company  will  furnish  to  counsel
representing  the  Holders  of  the  Registrable   Securities  covered  by  such
registration  statement  copies of all  documents  proposed  to be filed,  which
documents will be subject to the review of such counsel within five (5) business
days after receipt thereof.

                  (b)  Prepare  and  file  with  the  SEC  such  amendments  and
supplements to such registration statement and the prospectus used in connection
with such  registration  statement as may be necessary to keep such registration
statement   effective  during  the  distribution  period  and  comply  with  the
provisions of the Securities Act, the Exchange Act and the rules and regulations
of the SEC thereunder with respect to the disposition of all securities  covered
by such registration statement.

                  (c)  Furnish  to the  Holders  such  number  of copies of such
registration  statement,  and of each  amendment and  supplement  thereto,  such
prospectus,   including  a  preliminary  prospectus,   in  conformity  with  the
requirements  of the  Securities  Act,  and  such  other  documents  as they may
reasonably  request in order to facilitate the  disposition  of the  Registrable
Securities owned by them that are included in such registration.

                  (d)  Use  its  best   efforts  to  register  or  qualify  such
Registrable  Securities covered by such registration  statement under such other
securities  or blue sky laws of each of the 50 states of the  United  States (or
such  jurisdictions  as  each  seller  shall  reasonably  request),   or  obtain
appropriate  exemptions  therefrom,  and keep such state  securities/"blue  sky"
registrations  effective, or keep the appropriate exemption therefrom effective,
during the effective period of such registration  statement,  and do any and all
other acts and things which may be  reasonably  necessary or advisable to enable
such  seller  to  consummate  the  disposition  in  such  jurisdictions  of  the
Registrable  Securities  owned by such seller in accordance  with their intended
method of distribution  thereof,  except that the Company shall not for any such
purpose be required to

                                       9

<PAGE>


qualify  generally to do business as a foreign  corporation in any  jurisdiction
where,  but for the  requirements of this case (d), it would not be obligated to
be so qualified,  to subject itself to taxation in any such  jurisdiction  or to
consent to general  service of  process  in any such  jurisdiction  (except  for
California  and New York).  Notwithstanding  the foregoing,  if the  Registrable
Securities  are not listed for  trading on the New York Stock  Exchange,  Nasdaq
National Market or any other  equivalent  United States stock market or exchange
at  the  time  the  Company  is  required  to  effect  the  registration  of any
Registrable  Securities  pursuant hereto,  then the Company's  obligations under
this Section 2.5(d) shall be limited to the states of California and New York.

                  (e)  Notify  promptly  each  seller  of any  such  Registrable
Securities covered by such registration statement, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act within the
appropriate period mentioned in clause (b) of this Section 2.5, of the Company's
becoming aware that the prospectus included in such registration  statement,  as
then in effect,  includes  an untrue  statement  of a material  fact or omits to
state a material fact in light of the  circumstances  then existing,  and at the
request of any such  seller,  prepare and  furnish to such  seller a  reasonable
number of copies of an amended or supplemental prospectus as may be necessary so
that, as thereafter delivered to the purchasers of such Registrable  Securities,
such prospectus shall not include an untrue statement of a material fact or omit
to state a material fact required to be stated  therein or necessary to make the
statements  therein  not  misleading  in the  light  of the  circumstances  then
existing;

                  (f)  otherwise use its  reasonable  efforts to comply with all
applicable  rules and regulations of the SEC, and make available to its security
holders,  as soon as reasonably  practicable (but not more than eighteen months)
after the effective date of the registration statement, if required, an earnings
statement  which shall satisfy the provisions of Section 11(a) of the Securities
Act and the rules and regulations promulgated thereunder;

                  (g) (i)  Use  reasonable  efforts  to  list  such  Registrable
Securities on any securities  exchange on which the Common Stock is then listed,
if any,  if such  Registrable  Securities  are not already so listed and if such
listing is then  permitted  under the rules of such  exchange and desired by the
Company;  and (ii) use  reasonable  efforts  to  provide  a  transfer  agent and
registrar for such Registrable Securities covered by such registration statement
not later than when such distribution so requires an agent or registrar, if any;

                  (h) to the  extent  permitted  by the rules of the  AICPA,  if
requested by the  underwriters  in any  underwritten  offering,  use  reasonable
efforts to obtain for such  underwriters a "cold comfort" letter or letters from
the Company's independent public accountants in customary form;

                  (i)  make  available  for  inspection  by any  seller  of such
Registrable   Securities  covered  by  such  registration   statement,   by  any
underwriter  participating  in any  disposition to be effected  pursuant to such
registration  statement and by any attorney,  accountant or other agent retained
by any such seller or any such  underwriter,  all pertinent  financial and other
records,  pertinent corporate documents and properties of the Company, and cause
all of the Company's

                                       10

<PAGE>


officers, directors and employees to supply all information reasonably requested
by any such seller,  underwriter,  attorney,  accountant  or agent in connection
with such registration statement;

                  (j) notify the Holders of Registrable  Securities  included in
such registration statement promptly (i) when the registration statement, or any
post-effective amendment to the amendment prospectus shall have been filed, (ii)
of the receipt of any comments from the SEC and (iii) of the issuance by the SEC
of any stop order suspending the effectiveness of the registration  statement or
of any order preventing or suspending the use of any preliminary prospectus,  or
of  the  suspension  of the  qualification  of the  registration  statement  for
offering or sale in any  jurisdiction,  or of the  institution or threatening of
any proceedings for any of such purposes;

                  (k) if requested by the managing  underwriter  or agent or any
Holder of Registrable Securities covered by the registration statement, promptly
incorporate  in  a  prospectus  supplement  or  post-effective   amendment  such
information  as the  managing  underwriter  or agent or such  Holder  reasonably
requests to be included therein,  including,  without limitation,  the number of
Registrable  Securities  being sold by such Holder to such underwriter or agent,
the  purchase  price being paid  therefor by such  underwriter  or agent and any
other terms of the  underwritten  offering of the  Registrable  Securities to be
sold  in such  offering;  and  make  all  required  filings  of such  prospectus
supplement or post-effective  amendment as soon practicable after being notified
of the matters  incorporated  in such  prospectus  supplement or  post-effective
amendment;

                  (l)  cooperate  with the  Holders  of  Registrable  Securities
covered by the registration  statement and the managing underwriter or agent, if
any, to facilitate  the timely  preparation  and delivery of  certificates  (not
bearing  any  restrictive  legends)  representing   securities  sold  under  the
registration  statement,  and enable such securities to be in such denominations
and registered in such names as the managing  underwriter  or agent,  if any, or
such Holders may request;

                  (m)  obtain  for  delivery  to  the  Holders  of   Registrable
Securities  being  registered  and to the  underwriter  or agent an  opinion  or
opinions of counsel for the Company in customary form and in form, substance and
scope reasonably satisfactory to such Holders,  underwriters or agents and their
counsel; and

                  (n) cooperate with each seller of  Registrable  Securities and
each  underwriter or agent  participating in the disposition of such Registrable
Securities and their respective  counsel in connection with any filings required
to be made with the NASD.

         2.6  Furnish  Information.  It shall be a  condition  precedent  to the
obligations  of the Company to take any action  pursuant to Sections  2.2 or 2.3
that the selling Holders shall furnish to the Company such information regarding
themselves,  the Registrable Securities held by them, and the intended method of
disposition  of such  securities  as shall be  required  to  timely  effect  the
Registration of their Registrable Securities.

                                       11

<PAGE>


         2.7  Indemnification.  In the  event  any  Registrable  Securities  are
included in a registration statement under Sections 2.2 or 2.3:

                  (a) By the  Company.  To the  extent  permitted  by  law,  the
Company will  indemnify and hold harmless each Holder,  the partners,  officers,
directors and Affiliates of each Holder,  any  underwriter (as determined in the
Securities Act) for such Holder and each person, if any, who controls,  is under
common control or is controlled by such Holder or underwriter within the meaning
of the Securities Act or the Securities  Exchange Act of 1934, as amended,  (the
"1934 Act"), against any and all losses, claims,  damages, or liabilities (joint
or several) to which they may become subject under the Securities  Act, the 1934
Act or other federal or state law, insofar as such losses,  claims,  damages, or
liabilities (or actions in respect thereof whether or not such identified  party
is a  party  thereto)  arise  out  of or are  based  upon  any of the  following
statements, omissions or violations (collectively a "Violation"):

                           (i) any untrue  statement or alleged untrue statement
                  of a material fact contained in such  registration  statement,
                  including  any  preliminary  prospectus  or  final  prospectus
                  contained therein or any amendments or supplements thereto;

                           (ii)  the  omission  or  alleged  omission  to  state
                  therein a material  fact  required  to be stated  therein,  or
                  necessary  to make the  statements  therein  (in the case of a
                  prospectus,  in light of the  circumstances  under  which they
                  were made) not misleading, or

                           (iii)  any  violation  or  alleged  violation  by the
                  Company of the  Securities  Act,  the 1934 Act, any federal or
                  state  securities  law or any rule or  regulation  promulgated
                  under the Securities Act, the 1934 Act or any federal or state
                  securities law in connection with the offering covered by such
                  registration statement;

and the Company will reimburse each such Holder, partner,  officer,  director or
Affiliate  thereof,  underwriter  or  controlling  person for any legal or other
expenses  reasonably   incurred  by  them,  as  incurred,   in  connection  with
investigating or defending any such loss,  claim,  damage,  liability or action;
provided,  however,  that the indemnity  agreement  contained in this subsection
2.7(a) shall not apply to amounts paid in  settlement  of any such loss,  claim,
damage,  liability or action if such settlement is effected  without the consent
of the Company (which consent shall not be unreasonably withheld), nor shall the
Company be liable in any such case for any such loss, claim,  damage,  liability
or action to the extent that it arises out of or is based upon a Violation which
occurs in reliance upon and in  conformity  with written  information  furnished
expressly for use in connection with such registration  through an instrument or
document provided by such Holder,  partner,  officer,  director,  underwriter or
controlling  person of such Holder  specifically  stating  that it is for use in
preparation  thereof.  Such  indemnity  shall  remain in full  force and  effect
regardless  of any  investigation  made by or on  behalf  of such  seller or any
indemnified  party and shall  survive the  transfer of such  securities  by such
seller.

                  (b) By Selling  Holders.  To the extent permitted by law, each
selling  Holder  will  indemnify  and hold  harmless  the  Company,  each of its
directors,  each

                                       12

<PAGE>


of its  Affiliates,  each of its  officers  who  have  signed  the  registration
statement,  each person,  if any,  who  controls or is under  common  control or
controlled  by the  Company  within  the  meaning  of the  Securities  Act,  any
underwriter  and any other Holder  selling  securities  under such  registration
statement or any of such other Holder's  partners,  directors or officers or any
person who controls such Holder within the meaning of the  Securities Act or the
1934 Act, against any and all losses,  claims,  damages or liabilities (joint or
several) to which the Company or any such director, officer, controlling person,
underwriter  or other such Holder,  partner or director,  officer or controlling
person of such other Holder may become  subject  under the  Securities  Act, the
1934 Act or other federal or state law, insofar as such losses,  claims, damages
or liabilities  (or actions in respect  thereto  whether or not such  identified
party is a party thereto) arise out of or are based upon any Violation,  in each
case to the  extent  (and  only to the  extent)  that such  Violation  occurs in
reliance  upon and in  conformity  with  written  information  furnished by such
Holder  specifically  stating  that  it is  for  use  in  connection  with  such
registration;  and each such Holder will  reimburse any legal or other  expenses
reasonably  incurred by the Company or any such  director,  officer,  Affiliate,
controlling person,  underwriter or other Holder, partner,  officer, director or
controlling  person of such other Holder in  connection  with  investigating  or
defending any such loss, claim, damage, liability or action: provided,  however,
that the indemnity agreement contained in this subsection 2.7(b) shall not apply
to amounts paid in  settlement  of any such loss,  claim,  damage,  liability or
action if such settlement is effected  without the consent of the Holder,  which
consent shall not be  unreasonably  withheld;  and provided,  further,  that the
total  amounts  payable in indemnity  by a Holder  under this Section  2.7(b) in
respect of any  Violation  shall not exceed the net  proceeds  received  by such
Holder in the registered  offering out of which such Violation arises;  provided
further,  however,  that such  Holder  shall not be  obligated  to provide  such
indemnity to the extent that such losses,  claims or liabilities result from the
failure of the Company to promptly amend or take action to correct or supplement
any such  registration  statement  or  prospectus  on the basis of  corrected or
supplemental  information  furnished  in writing to the  Company by such  Holder
expressly for such purpose. Such indemnity shall remain in full force and effect
regardless  of any  investigation  made by or on  behalf of the  Company  or any
indemnified party.

                  (c) Notice.  Promptly  after receipt by an  indemnified  party
under this Section 2.7 of notice of the  commencement  of any action  (including
any governmental  action),  such  indemnified  party will, if a claim in respect
thereof is to be made  against any  indemnifying  party under this  Section 2.7,
deliver to the indemnifying  party a written notice of the commencement  thereof
and the  indemnifying  party shall have the right to participate in, and, to the
extent the indemnifying  party so desires,  jointly with any other  indemnifying
party similarly  noticed,  to assume the defense  thereof with counsel  mutually
satisfactory to the parties; provided,  however, that an indemnified party shall
have the right to retain its own counsel,  with the fees and expenses to be paid
by the indemnifying  party, if  representation  of such indemnified party by the
counsel retained by the indemnifying  party would be inappropriate due to actual
or potential  conflict of interests between such indemnified party and any other
party  represented  by such counsel in such  proceeding.  The failure to deliver
written  notice  to the  indemnifying  party  within  a  reasonable  time of the
commencement  of any  such  action  shall  relieve  such  indemnifying  party of
liability  to the  indemnified  party  under this  Section 2.7 to the extent the
indemnifying  party is  prejudiced as a result  thereof,  but the omission so to
deliver  written  notice to the  indemnified

                                       13

<PAGE>


party will not relieve it of any liability  that it may have to any  indemnified
party otherwise than under this Section 2.7.

                  (d)  Defect  Eliminated  in Final  Prospectus.  The  foregoing
indemnity  agreements  of the Company  and Holders are subject to the  condition
that,  insofar as they relate to any Violation made in a preliminary  prospectus
but eliminated or remedied in the amended prospectus on file with the SEC at the
time the  registration  statement in question  becomes  effective or the amended
prospectus  filed  with  the  SEC  pursuant  to  SEC  Rule  424(b)  (the  "Final
Prospectus"),  such  indemnity  agreement  shall not inure to the benefit of any
person if a copy of the Final Prospectus was timely furnished to the indemnified
party and was not furnished to the person asserting the loss,  liability,  claim
or damage at or prior to the time such action is required by the Securities Act.

                  (e)  Contribution.  In order to provide for just and equitable
contribution  to joint  liability  under the Securities Act in any case in which
either (i) any Holder exercising rights under this Agreement, or any controlling
person of any such Holder,  makes a claim for  indemnification  pursuant to this
Section 2.7 but it is judicially determined (by the entry of a final judgment or
decree by a court of competent jurisdiction and the expiration of time to appeal
or the denial of the last right of appeal) that such  indemnification may not be
enforced in such case  notwithstanding  the fact that this  Section 2.7 provides
for  indemnification in such case, or (ii) contribution under the Securities Act
may be required on the part of any such selling  Holder or any such  controlling
person in circumstances for which indemnification is provided under this Section
2.7; then, and in each such case, the Company and such Holder will contribute to
the  aggregate  losses,  claims,  damages  or  liabilities  to which they may be
subject (after  contribution from others) in such proportion so that such Holder
is responsible  for the portion  represented  by the percentage  that the public
offering  price of its  Registrable  Securities  offered  by and sold  under the
registration  statement  bears to the public  offering  price of all  securities
offered by and sold under such registration statement, and the Company and other
selling Holders are responsible for the remaining  portion;  provided,  however,
that, in any such case:  (A) no such Holder will be required to  contribute  any
amount in excess of the public offering price of all such Registrable Securities
offered and sold by such Holder pursuant to such registration statement; and (B)
no person or entity guilty of fraudulent  misrepresentation  (within the meaning
of Section 11(f) of the Securities  Act) will be entitled to  contribution  from
any person or entity who was not guilty of such fraudulent misrepresentation.

                  (f) Survival. The obligations of the Company and Holders under
this Section 2.7 shall survive until the first  anniversary of the completion of
any offering of Registrable Securities in a registration  statement,  regardless
of the expiration of any statutes of limitation or extensions of such statutes.

         2.8 Termination of the Company's Obligations. The Company shall have no
obligations  pursuant to  Sections  2.2 or 2.3 with  respect to any  Registrable
Securities proposed to be sold by a Holder in a registration pursuant to Section
2.2 or 2.3 if, in the opinion of counsel to the  Company,  all such  Registrable
Securities  proposed  to be sold by a Holder  may then be sold under Rule 144 in
any three month period without exceeding the volume limitations thereunder.

                                       14

<PAGE>


         2.9 Transfer of Registration  Rights. The registration  rights may only
be  transferred to a Holder  reasonably  acceptable to the Company that acquires
all of the Investor's  Registrable  Securities or to any party  acquiring all or
substantially all of the stock or assets of a Holder.

         2.10 Rule 144 and Rule 144A.  The Company  covenants  that it will file
the reports required to be filed by it under the Securities Act and the 1934 Act
and the rules and regulations  adopted by the SEC thereunder (or, if the Company
is not required to file such reports, it will, upon the request of any Holder of
Registrable Securities,  make publicly available such information),  and it will
take such further action as any Holder of Registrable  Securities may reasonably
request,  all to the extent  required from time to time to enable such Holder to
sell shares of Registrable  Securities without registration under the Securities
Act within the  limitation of the  exemptions  provided by (i) Rule 144 and Rule
144A under the Securities Act, as such rules may be amended from time to time or
(ii) any similar rule or regulation hereafter adopted by the SEC.

3.       Miscellaneous Provisions

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

         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 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 Investor:                Michael Luckwell
                                                 26 Catherine Place
                                                 London SW1E 6HF
                                                 Fax: 011-44-171-828-1390

                                       15

<PAGE>


                  With copies to:                Pillsbury Madison & Sutro LLP
                                                 2550 Hanover Street
                                                 Palo Alto, CA 94304
                                                 Attn: Katherine A. Martin
                                                 Fax: 650-233-4545

         3.3  Assignment.   Neither  this  Agreement  nor  any  right,   remedy,
obligation  or liability  arising  hereunder or by reason  hereof nor any of the
documents  executed in connection  herewith may be assigned by any party without
the consent of the other parties  provided,  however,  that any party may freely
assign this  Agreement to any party  acquiring all or  substantially  all of the
stock or assets of such assigning party.  Nothing contained  herein,  express or
implied,  is intended to confer upon any person or entity other than the parties
hereto and their  successors in interest and  permitted  assignees any rights or
remedies  under or by reason of this  Agreement  unless so stated  herein to the
contrary.

         3.4  Amendments  and Waivers.  This  Agreement  and all exhibits may be
modified only by a written  instrument duly executed by each party. No condition
to any party's obligations and no breach of any covenant, agreement, warranty or
representation  shall be deemed waived unless expressly waived in writing by the
party whose  obligations  are subject to such condition or who might assert such
breach.  No waiver of any right hereunder shall operate as a waiver of any other
right or of the same or a similar right on another occasion.

         3.5 Survival. The covenants, agreements, warranties and representations
entered  into  or  made  pursuant  to  this   Agreement,   irrespective  of  any
investigation made by or on behalf of any party, shall be continuing.

         3.6 Remedies.  No remedy conferred by any of the specific provisions of
this  Agreement is intended to be exclusive of any other remedy.  Each and every
remedy shall be cumulative  and shall be in addition to every other remedy given
hereunder  now or  hereafter  existing  at law or in  equity  or by  statute  or
otherwise,  and the  election  by a  party  of one or more  remedies  shall  not
constitute a waiver of the party's right to pursue any other available remedies.

         3.7  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.

         3.8 Binding  Nature of Agreement.  The  Agreement  includes each of the
exhibits  which are  referred  to herein or  attached  hereto,  all of which are
incorporated by reference herein. All the terms and provisions of this Agreement
shall be binding  upon and inure to the benefit of the parties  hereto and their
respective executors, heirs, legal representatives, successors and assigns.

                                       16

<PAGE>


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

         3.10  Severability.  Any provision of this Agreement  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 Agreement invalid,
illegal or unenforceable in any other jurisdiction.

         3.11  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 all such counterparts  shall together  constitute but one and the
same instrument.

         3.12 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.


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


                                       17

<PAGE>


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


                                           ACCOM, INC.



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


                                           MICHAEL LUCKWELL



                                           By:  /s/ MICHAEL LUCKWELL
                                               ---------------------------------
                                           Name:    Michael Luckwell           
                                                --------------------------------
                                           Title:
                                                 -------------------------------

                                       18