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                                   ACCOM, INC.



                            Stock Purchase Agreement





                                December 10, 1998



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                                TABLE OF CONTENTS

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1.       Purchase and Sale of Stock..........................................1
         1.1      Sale and Issuance of Common Stock..........................1
         1.2      Closing....................................................1

2.       Representations and Warranties of the Company.......................1
         2.1      Organization; Good Standing; Qualification.................2
         2.2      Due Authorization..........................................2
         2.3      Valid Issuance of Common Stock.............................2
         2.4      Governmental Consents......................................2
         2.5      Capitalization and Voting Rights...........................3
         2.6      Registration Rights........................................3
         2.7      Compliance With Other Instruments..........................3
         2.8      Disclosure.................................................4
         2.9      SEC Documents; Company Financial Statements................4

3.       Representations and Warranties of the Investors.....................5
         3.1      Purchase Entirely for Own Account..........................5
         3.2      Reliance Upon Investors' Representations...................5
         3.3      Receipt of Information.....................................5
         3.4      Investment Experience......................................5
         3.5      Accredited Investor........................................5
         3.6      Restricted Securities......................................5
         3.7      Legends....................................................6

4.       Conditions of the Investor's Obligations at Closing.................6
         4.1      Representations and Warranties.............................6
         4.2      Performance................................................6
         4.3      Compliance Certificate.....................................7
         4.4      Qualifications.............................................7
         4.5      Proceedings and Documents..................................7
         4.6      Opinion of Company Counsel.................................7
         4.7      Investor's Rights Agreement................................7

5.       Conditions of the Company's Obligations at Closing..................7
         5.1      Representations and Warranties.............................7
         5.2      Qualifications.............................................7

6.       Covenants of the Company............................................7
         6.1      Grant of Stock Options.....................................7
         6.2      Right to Nominate Director.................................8
         6.3      Consulting Services........................................8

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7.       Miscellaneous.......................................................8
         7.1      Entire Agreement...........................................8
         7.2      Survival of Representations, Warranties and Covenants......8
         7.3      Successors and Assigns.....................................8
         7.4      Governing Law..............................................8
         7.5      Counterparts...............................................8
         7.6      Titles and Subtitles.......................................8
         7.7      Attorneys' Fees............................................9
         7.8      Amendments and Waivers.....................................9
         7.9      Severability...............................................9
         7.10     California Corporate Securities Law........................9

Exhibit A - Asset Purchase Agreement
Exhibit B - Investor's Rights Agreement
Exhibit C - Schedule of Exceptions
Exhibit D - Opinion of Gibson Dunn & Crutcher LLP

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                                   ACCOM, INC.

                            STOCK PURCHASE AGREEMENT


         THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of the 10th
day of December,  1998, by and between ACCOM, INC., a Delaware  corporation (the
"Company"), and MICHAEL LUCKWELL (the "Investor").


                                   WITNESSETH

         WHEREAS,  the Company intends to enter into that certain Asset Purchase
Agreement,  the  form of which is  attached  hereto  as  Exhibit  A (the  "Asset
Purchase  Agreement")  of even date  herewith by and among the  Company,  Scitex
Digital Video, Inc., a Massachusetts  corporation ("SDV"),  Scitex Digital Video
(Europe) Limited,  a private limited company  incorporated in England and Wales,
Scitex  Digital Video (Asia  Pacific),  Inc., a California  corporation,  Scitex
Development Corp., a Massachusetts corporation,  and Scitex Corporation Ltd., an
Israel corporation (collectively, the "Sellers"); and

         WHEREAS,  the Company  intends to finance a portion of its  obligations
under  the  Asset  Purchase  Agreement  with  pursuant  to  this  Agreement  and
$3,500,000  (the "Borrowed  Funds"),  from LaSalle  Business  Credit,  Inc. (the
"Lender") pursuant to a revolving credit line; and

         WHEREAS,  the execution of this  Agreement and delivery of the Purchase
Price hereunder by the Investor is contingent upon the contemporaneous  delivery
of the Borrowed Funds by the Lender;

         THE PARTIES HEREBY AGREE AS FOLLOWS:

         1. Purchase and Sale of Stock.

         1.1 Sale and  Issuance  of  Common  Stock.  Subject  to the  terms  and
conditions of this Agreement, the Investor agrees to purchase at the Closing (as
such term is  defined  below)  and the  Company  agrees to sell and issue to the
Investor at the Closing  2,500,000  shares of the  Company's  Common  Stock at a
price of $0.60 per share, for an aggregate of $1,500,000 (the "Purchase Price").

         1.2 Closing. The purchase and sale of the Common Stock shall take place
at the offices of Gibson,  Dunn & Crutcher LLP, 1530 Page Mill Road,  Palo Alto,
California,  at 10:00 a.m. on December 10, 1998, or at such other time and place
as the  Company and the  Investor  shall  mutually  agree,  either  orally or in
writing (which time and place are designated as the "Closing").  At the Closing,
the  Company  shall  deliver to the  Investor  a  certificate  representing  the
2,500,000 shares of Common Stock that the Investor is purchasing against payment
of the Purchase  Price by check,  wire transfer or such other form of payment as
shall be mutually agreed upon by the Investor and the Company.

         2.  Representations  and Warranties of the Company.  The Company hereby
represents and warrants to the Investor that,  except as set forth on a Schedule
of  Exceptions  furnished  to the

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Investor  and counsel for the  Investor  and  attached  hereto as Exhibit C (the
"Schedule of Exceptions"), specifically identifying the relevant subparagraph(s)
hereof, which exceptions shall be deemed to be representations and warranties as
if made hereunder:

         2.1  Organization;  Good  Standing;  Qualification.  The  Company  is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware, has all requisite corporate power and authority to own
and  operate  its  properties  and  assets and to carry on its  business  as now
conducted and as presently proposed to be conducted, to execute and deliver this
Agreement, the Investor's Rights Agreement, and any other agreement to which the
Company is a party,  the execution and delivery of which is contemplated  hereby
(the "Ancillary  Agreements"),  to issue and sell the Common Stock, and to carry
out the provisions of this Agreement,  the Investor's Rights Agreement,  and any
Ancillary Agreement. The Company is duly qualified and is authorized to transact
business and is in good standing as a foreign  corporation in each  jurisdiction
in which the failure so to qualify would have a material  adverse  effect on its
business, properties or financial condition.

         2.2 Due Authorization. All corporate action on the part of the Company,
its  officers,  directors  and  stockholders  necessary  for the  authorization,
execution and delivery of this Agreement,  the Investor's  Rights  Agreement and
any Ancillary  Agreement,  the  performance  of all  obligations  of the Company
hereunder and thereunder at the Closing and the  authorization,  issuance,  sale
and delivery of the Common Stock being sold  hereunder has been taken or will be
taken prior to the Closing, and this Agreement,  the Investor's Rights Agreement
and any Ancillary Agreement,  when executed and delivered, will constitute valid
and legally binding  obligations of the Company,  enforceable in accordance with
their  respective  terms  except  (a)  as  limited  by  applicable   bankruptcy,
insolvency,  reorganization,  moratorium  and other laws of general  application
affecting  enforcement of creditors'  rights  generally,  (b) as limited by laws
relating to the availability of specific performance, injunctive relief or other
equitable  remedies,  and  (c)  to the  extent  the  indemnification  provisions
contained in the Investor's Rights Agreement may be limited by applicable laws.

         2.3 Valid  Issuance  of Common  Stock.  The Common  Stock that is being
purchased  by the  Investor  hereunder,  when  issued,  sold  and  delivered  in
accordance  with the terms of this  Agreement  for the  consideration  expressed
herein, will be duly and validly issued, fully paid and nonassessable,  and will
be free of  restrictions  on transfer other than  restrictions on transfer under
this Agreement and the Investor's  Rights  Agreement and under  applicable state
and federal securities laws.

         2.4 Governmental Consents. No consent, approval,  qualification,  order
or authorization  of, or filing with, any local,  state or federal  governmental
authority  is  required  on the  part of the  Company  in  connection  with  the
Company's valid execution, delivery or performance of this Agreement, the offer,
sale or issuance of the Common Stock by the Company, except such filings as have
been made prior to the Closing,  except that any notices of sale  required to be
filed with the  Securities  and Exchange  Commission  under  Regulation D of the
Securities Act of 1933, as amended (the "Securities  Act"), or such post-closing
filings as may be required under applicable state securities laws, which will be
timely  filed  within  the  applicable  periods  therefor.  Notwithstanding  any
provisions  of this  Agreement,  the Company is not making and does not make any
representations  or warranties with respect to the  applicability of the laws or
regulations

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of any foreign  country to, or the effect of any such laws or regulations  upon,
the sale of the Common Stock to Investor.

         2.5 Capitalization and Voting Rights.

         (a) The  authorized  capital of the Company  consists,  or will consist
prior to the  Closing,  of shares of  Preferred  Stock,  par  value  $.001  (the
"Preferred  Stock")  and shares of Common  Stock,  par value  $.001(the  "Common
Stock"),  in the amounts set forth on Section 2.5 of the Schedule of  Exceptions
attached hereto.  The number of issued and outstanding shares of Preferred Stock
and Common  Stock as of the date  hereof is as set forth on  Section  2.5 of the
Schedule of Exceptions attached hereto.

         (b) The  outstanding  shares  of  Common  Stock  have  been  issued  in
accordance with the registration or  qualification  provisions of the Securities
Act and any  relevant  state  securities  laws or pursuant  to valid  exemptions
therefrom.  Except for (i) currently  outstanding  options to purchase shares of
Common Stock granted to employees  pursuant to the Company's  stock option plans
(the  "Plans")  in the  amounts  set forth on  Section  2.5 of the  Schedule  of
Exceptions  attached  hereto,  (ii)  750,000  shares to be sold to Phil  Bennett
concurrently with the Closing  hereunder,  (iii) 1,000,000 warrants to be issued
to  Scitex  Digital  Video,  Inc.,  a  Massachusetts   corporation   ("Scitex"),
concurrently  with the  Closing  hereunder  pursuant  to the  terms of the Asset
Purchase  Agreement,  (iv) that number of options to  purchase  shares of Common
Stock to be granted to employees of Scitex in connection with the Asset Purchase
Agreement  set forth on  Section  2.5 of the  Schedule  of  Exceptions  attached
hereto,  there are not  outstanding  any options,  warrants,  rights  (including
conversion or preemptive rights and rights of first refusal),  or agreements for
the purchase or acquisition from the Company of any shares of its capital stock.
The aggregate  number of options  currently  outstanding  pursuant to clause (i)
above or to be granted  pursuant to clause  (iv),  the  exercise  prices of such
options and the vesting  schedule  for such  options are as set forth on Section
2.5 of the Schedule of Exceptions.  Except for pursuant to the Investors' Rights
Agreement  of even date  herewith  between the  Company and Scitex (the  "Scitex
Investors'  Rights  Agreement"),  the  Company  is not a party or subject to any
agreement or understanding,  and, to the best of the Company's knowledge,  there
is no agreement or understanding  between any persons that affects or relates to
the voting or giving of written  consents  with  respect to any  security or the
voting by a director of the Company.

         2.6 Registration  Rights.  Except as provided in the Investor's  Rights
Agreement  and the  Scitex  Investors'  Rights  Agreement,  the  Company  is not
obligated to register under the Securities Act any of its presently  outstanding
securities or any of its securities that may subsequently be issued.

         2.7 Compliance With Other Instruments.  The Company is not in violation
or default  in any  material  respect of any  provision  of its  Certificate  of
Incorporation  or Bylaws or in any  material  respect  of any  provision  of any
mortgage,  agreement,  instrument or contract to which it is a party or by which
it is bound or, to the best of its knowledge,  of any federal or state judgment,
order, writ, decree,  statute, rule or regulation applicable to the Company. The
execution,  delivery  and  performance  by the  Company of this  Agreement,  the
Investor's Rights Agreement and any Ancillary Agreement, and the consummation of
the  transactions

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contemplated  hereby and thereby will not result in any such  violation or be in
material  conflict  with or  constitute,  with or without the passage of time or
giving of notice, either a material default under any such provision or an event
that results in the creation of any material lien,  charge or  encumbrance  upon
any assets of the Company or the suspension,  revocation, impairment, forfeiture
or  nonrenewal  of any  material  permit,  license,  authorization  or  approval
applicable to the Company,  its business or operations,  or any of its assets or
properties.

         2.8  Disclosure.  The Company has provided  the  Investor  with all the
information  reasonably  available to the Company without undue expense that the
Investor has requested for deciding whether to purchase the Common Stock and all
information  that the Company  believes is  reasonably  necessary  to enable the
Investor to make such  decision.  To the best of the Company's  knowledge  after
reasonable   investigation,   neither  this  Agreement  nor  any  other  written
statements or certificates  made or delivered at the Closing contains any untrue
statement of a material fact or omits to state a material fact necessary to make
the statements herein or therein,  in the light of the circumstances under which
they were made, not misleading.

         2.9 SEC  Documents;  Company  Financial  Statements.  The  Company  has
furnished  or made  available to the  Investor  true and complete  copies of all
reports, schedules, forms, statements or other documents filed or required to be
filed  with the  Securities  and  Exchange  Commission  (the  "SEC")  under  the
Securities  Exchange  Act of  1934,  as  amended  (the  "Exchange  Act")  or the
Securities  Act since January 1, 1997, all in the form  (including  exhibits) so
filed (collectively,  the "SEC Documents"). As of their respective filing dates,
such SEC Documents filed by the Company  complied in all material  respects with
the  requirements  of the  Securities Act and the Exchange Act and the rules and
regulations  of the SEC  thereunder,  as the  case  may be,  and none of the SEC
Documents contained as of the date filed any untrue statement of a material fact
or omitted to state a material fact  required to be stated  therein or necessary
to make the statements made therein, in light of the circumstances in which they
were made,  not  misleading,  except to the extent such SEC Documents  have been
corrected,  updated or superseded by a document subsequently filed with the SEC.
The financial statements of the Company,  including the notes thereto,  included
in the SEC Documents (the "Company Financial  Statements")  comply as to form in
all material  respects with the published  rules and regulations of the SEC with
respect thereto,  have been prepared in accordance with GAAP applied in a manner
consistent  with past practice of the Company (except as may be indicated in the
notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q
under the Exchange Act) and present  fairly the financial  position,  assets and
liabilities  of  the  Company  at the  dates  thereof  and  the  results  of its
operations  and cash flows for the periods then ended  (subject,  in the case of
unaudited financial statements, to normal year-end adjustments).  There has been
no change in the Company's  accounting policies except as described in the notes
to the Company Financial Statements.  Except as reflected or reserved against in
the Company Financial  Statements,  the Company has no material  Liabilities (as
defined  below)  or other  obligations,  except  (i)  since the date of the most
recent  audited  balance  sheet  included in the Company  Financial  Statements,
Liabilities  and  obligations  incurred  in  the  ordinary  course  of  business
consistent  with the past  practices  of the  Company  or (ii) that would not be
required to be reflected or reserved against in the balance sheet of the Company
prepared  in  accordance  with GAAP  applied  in a manner  consistent  with past
practice  of the  Company.  "Liabilities"  means all  Indebtedness  (as  defined
below),  obligations and other liabilities (or  contingencies  that have not yet
become liabilities) of a person, whether absolute, accrued, contingent (or based
upon any

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contingency),  known or unknown, fixed or otherwise, or whether due or to become
due as determined in accordance  with GAAP.  "Indebtedness"  of any person means
all obligations of such person (a) for borrowed  money,  (b) evidenced by notes,
bonds, debentures or similar instruments, (c) for the deferred purchase price of
goods or  services  (other  than trade  payables  or  accruals  incurred  in the
ordinary course of business),  (d) under capital leases and (e) in the nature of
guarantees of the obligations  described in clauses (a) through (d) above of any
other person.

         3. Representations and Warranties of the Investors. The Investor hereby
represents and warrants that:

         3.1 Purchase Entirely for Own Account.  This Agreement is made with the
Investor in reliance upon the Investor's representation to the Company, which by
the Investor's  execution of this Agreement the Investor hereby  confirms,  that
the Common Stock to be purchased by the Investor will be acquired for investment
for the Investor's own account,  not as a nominee or agent,  and not with a view
to the resale or distribution of any part thereof,  and that the Investor has no
present  intention  of selling,  granting  any  participation  in, or  otherwise
distributing  the same.  By  executing  this  Agreement,  the  Investor  further
represents that the Investor does not have any contract, undertaking,  agreement
or arrangement with any person to sell, transfer or grant participations to such
person or to any third person, with respect to any of the Common Stock.

         3.2 Reliance Upon Investors' Representations.  The Investor understands
that the Common Stock is not  registered  under the Securities Act on the ground
that the sale  provided for in this  Agreement  and the  issuance of  securities
hereunder  is exempt from  registration  under the  Securities  Act  pursuant to
section 4(2) thereof, and that the Company's reliance on such exemption is based
on the Investor's  representations  set forth herein. The Investor realizes that
the  basis  for  the  exemption  may not be  present  if,  notwithstanding  such
representations,  the Investor has in mind merely acquiring the Common Stock for
a fixed or determinable  period in the future, or for a market rise, or for sale
if the market does not rise. The Investor has no such intention.

         3.3 Receipt of Information.  The Investor  believes he has received all
the information he considers  necessary or appropriate  for deciding  whether to
purchase the Common Stock.  The Investor  further  represents that he has had an
opportunity to ask questions and receive answers from the Company  regarding the
terms and  conditions  of the  offering  of the Common  Stock and the  business,
properties,  prospects  and  financial  condition  of the  Company and to obtain
additional  information (to the extent the Company possessed such information or
could acquire it without unreasonable effort or expense) necessary to verify the
accuracy of any information furnished to such Investor or to which such Investor
had access. The foregoing, however, does not limit or modify the representations
and warranties of the Company in Section 2 of this Agreement or the right of the
Investors to rely thereon.

         3.4  Investment   Experience.   The  Investor  represents  that  he  is
experienced  in  evaluating  and  investing  in  securities  of companies in the
development stage and acknowledges that he is able to fend for himself, can bear
the economic risk of his  investment,  and has such  knowledge and experience in
financial and business  matters that he is capable of evaluating  the merits and
risks of the investment in the Common Stock.

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         3.5 Accredited  Investor.  The Investor is an "Accredited  Investor" as
such term is defined in Regulation D of the Securities Act.

         3.6 Restricted  Securities.  The Investor  understands  that the Common
Stock may not be sold, transferred or otherwise disposed of without registration
under the Securities Act or an exemption  therefrom,  and that in the absence of
an effective  registration  statement  covering the Common Stock or an available
exemption from  registration  under the Securities Act, the Common Stock must be
held  indefinitely.  In particular,  the Investor is aware that the Common Stock
may not be sold pursuant to Rule 144 promulgated under the Securities Act unless
all of the conditions of that Rule are met.

         3.7  Legends.  To the  extent  applicable,  each  certificate  or other
document  evidencing  any of the Common Stock issued  pursuant to this Agreement
shall be endorsed with the legends set forth below,  and the Investor  covenants
that,  except to the extent such  restrictions  are waived by the  Company,  the
Investor  shall not  transfer  the shares  represented  by any such  certificate
without  complying with the  restrictions  on transfer  described in the legends
endorsed on such certificate:

         (a) The following legend under the Act:

         "THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  HAVE  NOT  BEEN
         REGISTERED  OR  QUALIFIED  UNDER  THE  SECURITIES  ACT OF  1933  OR THE
         SECURITIES  LAWS OF ANY  STATE,  AND MAY BE  OFFERED  AND SOLD  ONLY IF
         REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL
         AND STATE  SECURITIES  LAWS OR IF THE COMPANY IS PROVIDED AN OPINION OF
         COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION AND QUALIFICATION
         UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED."

         (b) Any legend imposed or required by applicable state securities laws.

         4. Conditions of the Investor's Obligations at Closing. The obligations
of the Investor under  subparagraph  1.1(b) of this Agreement are subject to the
fulfillment on or before the Closing of each of the following conditions:

         4.1 Representations and Warranties.  The representations and warranties
of the Company contained in Section 2 shall be true on and as of the Closing.

         4.2 Performance. The Company shall have performed and complied with all
agreements,  obligations  and  conditions  contained in this  Agreement that are
required to be performed or complied  with on or before the Closing,  including,
but not limited to, the items set forth below:

         (a) Concurrently  with the Closing  hereunder,  the Company shall close
the transactions contemplated under the Asset Purchase Agreement.

         (b) Immediately prior to the Closing hereunder, the Company shall amend
Section 1(a) of its Preferred Shares Rights Agreement, dated as of September 13,
1996, as amended  effective

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July 14, 1998 (the "Rights  Agreement"),  to provide that Michael Luckwell shall
not be deemed to be an Acquiring  Person so long as such Person,  together  with
all Affiliates and Associates of such Person,  shall be the Beneficial  Owner of
not more than 3,425,000  Common Shares (as adjusted for any stock splits,  stock
dividends,   recapitalizations   or  the  like)  (including  all  Common  Shares
beneficially  owned  by  such  Person  as of the  date of  this  Agreement  (any
capitalized  terms used in this subsection  shall have the meaning given to such
terms in the Rights Agreement).

         (c) Immediately  prior to or concurrently  with the Closing  hereunder,
Phil Bennett shall be named the Vice President of Engineering of the Company. In
connection therewith,  Mr. Bennett shall purchase an aggregate of 750,000 shares
of Common Stock from the Company.

         4.3 Compliance Certificate.  The President of the Company shall deliver
to the  Investor at the Closing a  certificate  certifying  that the  conditions
specified in Sections 4.1, 4.2, 4.4, 4.5 and 4.7 have been fulfilled.

         4.4 Qualifications.  All authorizations,  approvals or permits, if any,
of any governmental  authority or regulatory body of the United States or of any
state that are required in connection  with the lawful  issuance and sale of the
Common Stock pursuant to this Agreement  shall be duly obtained and effective as
of the Closing.

         4.5 Proceedings and Documents.  All corporate and other  proceedings in
connection with the  transactions  contemplated at the Closing and all documents
incident  thereto shall be reasonably  satisfactory in form and substance to the
Investor's counsel,  which shall have received all such counterpart original and
certified or other copies of such documents as it may reasonably request.

         4.6 Opinion of Company  Counsel.  The Investor shall have received from
Gibson, Dunn & Crutcher LLP, counsel for the Company, an opinion, dated the date
of the Closing,  in form and substance  satisfactory to counsel to the Investor,
in substantially the form attached hereto as Exhibit D.

         4.7  Investor's  Rights  Agreement.  The Company and the Investor shall
have entered into the Investor's Rights Agreement in the form attached hereto as
Exhibit B.

         5. Conditions of the Company's  Obligations at Closing. The obligations
of the  Company  to  the  Investor  under  this  Agreement  are  subject  to the
fulfillment on or before the Closing of each of the following conditions by that
Investor:

         5.1 Representations and Warranties.  The representations and warranties
of the  Investor  contained  in Section 3 shall be true on and as of the Closing
with the same effect as though such representations and warranties had been made
on and as of the Closing.

         5.2 Qualifications.  All authorizations,  approvals or permits, if any,
of any governmental  authority or regulatory body of the United States or of any
state that are required in connection  with the lawful  issuance and sale of the
Common Stock pursuant to this Agreement  shall be duly obtained and effective as
of the Closing.

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         6. Covenants of the Company.

         6.1 Grant of Stock  Options.  Except as set forth on Section 2.5 of the
Schedule of  Exceptions,  the Company will not grant any stock options under the
Plans or otherwise  for a period of 12 months from the date hereof,  except with
the prior written consent of the Investor.

         6.2 Right to Nominate Director.  For so long as the Investor holds more
than 15% of the outstanding  shares of Common Stock, the Investor shall have the
right,  but not the  obligation,  to  designate  himself to be nominated to be a
member of the Company's Board of Directors.  The Company and the Company's Board
of Directors shall use its best efforts to take all required steps to effect the
nomination of the Investor to the Company's Board of Directors,  including,  but
not limited to,  amendment of the Company's  Certificate  of  Incorporation  and
Bylaws (if such amendments would be required by the terms thereof to effect such
nomination).

         6.3  Consulting  Services.  In the  event  that the  Investor  performs
consulting  services for the Company,  the Investor and the Company  shall enter
into the  Company's  standard  form of Consulting  Agreement,  which  Consulting
Agreement shall set forth the terms and conditions of the Investor's  service as
a  consultant  to the  Company,  including,  but not limited to, the  Investor's
salary and the number of required hours of service per month.

         6.4 Expenses.

         The Company shall  reimburse the Investor for the  reasonable  fees and
disbursements of the Investor's counsel, Pillsbury Madison & Sutro LLP, incurred
by such counsel  after  November 30, 1998 in  connection  with the  transactions
contemplated hereby,  within five (5) business days of receipt from the Investor
of a written request for such reimbursement.

         7. Miscellaneous.

         7.1 Entire  Agreement.  This  Agreement and the  documents  referred to
herein  constitute the entire  agreement among the parties and no party shall be
liable  or  bound  to  any  other  party  in  any  manner  by  any   warranties,
representations or covenants except as specifically set forth herein or therein.

         7.2  Survival  of  Representations,   Warranties  and  Covenants.   The
warranties,  representations  and  covenants  of the  Company  and the  Investor
contained in or made pursuant to this Agreement  shall survive the execution and
delivery of this Agreement and the Closing.

         7.3 Successors and Assigns.  Except as otherwise  provided herein,  the
terms and  conditions  of this  Agreement  shall  inure to the benefit of and be
binding upon the  respective  successors  and assigns of the parties  (including
permitted  transferees,  if any, of any shares of Common Stock sold  hereunder).
Nothing in this  Agreement,  express or implied,  is intended to confer upon any
party other than the parties hereto or their  respective  successors and assigns
any rights,  remedies,  obligations  or  liabilities  under or by reason of this
Agreement, except as expressly provided in this Agreement.

         7.4 Governing  Law. This  Agreement  shall be governed by and construed
under the laws of the State of Delaware.

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                                                                  EXECUTION COPY
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         7.5  Counterparts.  This  Agreement  may be  executed  in  two or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

         7.6  Titles  and  Subtitles.  The  titles  and  subtitles  used in this
Agreement  are  used  for  convenience  only  and  are not to be  considered  in
construing or interpreting this Agreement.

         7.7 Attorneys'  Fees. If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement the  prevailing  party shall be
entitled to reasonable  attorneys' fees, costs and  disbursements in addition to
any other relief to which such party may be entitled.

         7.8 Amendments  and Waivers.  Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either generally
or in a particular  instance and either  retroactively or  prospectively),  only
with the written consent of the Company and the Investor.

         7.9 Severability.  If one or more provisions of this Agreement are held
to be unenforceable  under applicable law, such provision shall be excluded from
this Agreement and the balance of the Agreement  shall be interpreted as if such
provision  were so excluded  and shall be  enforceable  in  accordance  with its
terms.

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                                                                  EXECUTION COPY
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         7.10  California  Corporate  Securities Law. THE SALE OF THE SECURITIES
WHICH  ARE THE  SUBJECT  OF THIS  AGREEMENT  HAS NOT  BEEN  QUALIFIED  WITH  THE
COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH
SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE  CONSIDERATION  FOR SUCH
SECURITIES  PRIOR  TO  SUCH  QUALIFICATION  IS  UNLAWFUL,  UNLESS  THE  SALE  OF
SECURITIES IS EXEMPT FROM  QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE
CALIFORNIA  CORPORATIONS  CODE.  THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE
EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS
SO EXEMPT.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first above written.


                                             ACCOM, INC., a Delaware corporation


                                             By  /S/ JUNAID SHEIKH              
                                                --------------------------------
                                             Its  Chief Executive Officer       
                                                 -------------------------------

                                            INVESTOR
                                                  /S/ MICHAEL LUCKWELL
                                            ------------------------------------
                                                      Michael Luckwell

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