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

                       RESTRICTED STOCK PURCHASE AGREEMENT


                  THIS RESTRICTED  STOCK PURCHASE  AGREEMENT (this  "Agreement")
has been executed and delivered effective as of December 4, 1998, by and between
Accom,  Inc., a Delaware  corporation (the "Company"),  and Phillip Bennett,  an
individual residing in California (the "Purchaser"),  for the purpose of sale by
the Company to the Purchaser of 750,000  shares (the  "Shares") of the Company's
Common Stock (the "Common Stock") on the terms and conditions in this Agreement.

                                    AGREEMENT

         NOW,  THEREFORE,  in  consideration  of the  mutual  agreements  of the
Company and the Purchaser,  and intending to be legally  bound,  the Company and
the Purchaser agree as follows:

1.       Purchase and Sale of the Shares

         1.1 Cash Purchase.  Concurrently with execution of this Agreement,  the
Purchaser will purchase, by delivery of cash or a personal check and the Company
will sell, by delivery of an  appropriate  stock  certificate  to the Purchaser,
100,000 shares of Common Stock at a purchase price of $0.50 per share (the "Cash
Shares") for the aggregate consideration of fifty thousand dollars ($50,000).

         1.2 Note Purchase.  Concurrently with execution of this Agreement,  the
Purchaser  will  purchase,  by  delivery  of a  promissory  note  issued  by the
Purchaser in favor of the Company and dated as of even date herewith in the form
attached hereto as Exhibit A (the "Promissory Note"), and the Company will sell,
by delivery of an appropriate stock certificate to the Purchaser, 300,000 shares
of Common Stock at a purchase price of $0.50 per share (the "First Note Shares")
and 350,000  shares of Common Stock at a purchase  price of $1.00 per share (the
"Second Note  Shares",  and  collectively  the "Note  Shares") for the aggregate
consideration of five hundred thousand dollars ($500,000).

         1.3  Closing.  The  closing of the  purchase of the Cash Shares and the
Note Shares  shall take place at the offices of Gibson,  Dunn & Crutcher  LLP at
1530 Page Mill Road,  Palo  Alto,  CA 94304,  or at such  other  place as may be
agreed upon by the parties.

2.       Right of Repurchase - Cessation of Association

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

         2.2 Exercise of the Repurchase  Option.  The Company shall exercise the
Repurchase  Option by giving to the Purchaser,  or to the Purchaser's  estate or
personal  representative,  and  to any  Transferees  of  whom  the  Company  has
previously received written notice, written notice of the Company's intention to
exercise  the  Repurchase  Option  (the  "Notice  of  Repurchase")   before  the
Repurchase  Option lapses in accordance with Section 2.5 of this Agreement,  and
in such Notice agreeing to tender to the Purchaser, or to the Purchaser's estate
or  personal  representative,  and to any  Transferees,  as the case may be, the
amount   specified  in  Section  2.3,   against  delivery  of  the  certificates
representing the Shares to be repurchased,  duly endorsed, free and clear of any
and all liens, charges or encumbrances. In exercising the Repurchase Option, the
Company may also  designate  one or more nominees to purchase some or all of the
Note Shares instead of purchasing  all of them itself,  provided that the Shares
to be  purchased  by the  Company  and  by  such  nominees  shall  in any  event
constitute all of the Shares that could then be purchased from the Purchaser, or
the Purchaser's estate or personal representative,  and from any Transferees, as
the case may be.

         2.3  Repurchase  Option  Price.  The purchase  price for the First Note
Shares upon exercise of the Repurchase Option shall be $0.50 for each First Note
Share repurchased  pursuant to this Section 2. The purchase price for the Second
Note  Shares  upon  exercise of the  Repurchase  Option  shall be $1.00 for each
Second Note Share repurchased pursuant to this Section 2 (the aggregate purchase
for the First Note Shares and the Second Note Shares, the "Purchase Price").

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

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

         (a) On  the  first  day of  each  month  following  the  date  of  this
Agreement,  8,333 First Note Shares shall cease to be subject to the  Repurchase
Option  (except that on the first day of the  thirty-sixth  month  following the
date of this Agreement, 8,345 First Note Shares shall cease to be subject to the
Repurchase  Option);  such that  after the first day of the  thirty-sixth  month
following the date of this Agreement, all of the First Note Shares shall be free
of the  Repurchase  Option  provided in this  Section 2, except those First Note
Shares as to which the Repurchase Option has been exercised by the Company prior
to such  date.  Those  First  Note  Shares  which  cease  to be  subject  to the
Repurchase Option are referred to herein as the "First Note Vested Shares."

                                       2
<PAGE>

         (b) In addition,  on the first day of each month  following the date of
this  Agreement,  9,722  Second  Note  Shares  shall  cease to be subject to the
Repurchase  Option  (except  that on the  first  day of the  thirty-sixth  month
following the date of this Agreement, 9,730 Second Note Shares shall cease to be
subject  to the  Repurchase  Option);  such  that  after  the  first  day of the
thirty-sixth month following the date of this Agreement,  all of the Second Note
Shares shall be free of the Repurchase Option provided in this Section 2, except
those Second Note Shares as to which the Repurchase Option has been exercised by
the Company  prior to such date.  Those  Second  Note  Shares  which cease to be
subject to the  Repurchase  Option are  referred to herein as the  "Second  Note
Vested  Shares." the First Note Vested  Shares and the Second Note Vested Shares
are together referred to herein as the "Vested Shares."

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

         2.7 Section 83 Stock.  The Purchaser  acknowledges  that such Purchaser
has been advised  that the  Repurchase  Option  contained in this Section 2 will
cause the purchase of the Shares to fall within the  provisions of Section 83 of
the Internal  Revenue Code of 1986, as amended (the "Code"),  which provides for
the recognition of ordinary income (as  distinguished  from capital gain) by the
purchaser of Shares based on the  difference  between the purchase  price of the
Shares and their fair market value at the time  restrictions with respect to the
Shares (for example,  the "Repurchase  Option") "lapse",  regardless whether the
Shares are then (or could be then) sold. However, Section 83 of the Code permits
the filing of an election within 30 days after the  Purchaser's  purchase of the
Shares pursuant to this  Agreement,  whereby the Purchaser may elect to be taxed
on the  difference,  if any,  between the purchase price of the Shares and their
fair market value at the time of purchase, with the result that if such election
is validly made,  future gain, if any,  realized upon  disposition of the Shares
would in general be treated as capital gain. Purchaser acknowledges receipt from
the Company of a copy of Sections 83(a) and (b) of the Code and a portion of the
IRS Regulations  thereunder,  to which the foregoing  discussion is subject. The
Purchaser  should consult with his tax adviser  concerning  whether to make such
election and its consequences. In the event of any IRS audit or investigation of
the Purchaser or the transactions  contemplated by this Agreement, the Purchaser
shall  not  seek  reimbursement  or  indemnification  from the  Company  for any
assessment  or penalty  resulting  from an IRS  determination  that the purchase
price of the Shares is lower than the fair market  value  thereof as of the date
of issuance.
                                       3
<PAGE>

3.       Effect of Tender of Purchase Price

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

4.       Restrictions on Transfer

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

5.       Investment Representations of the Purchaser

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

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

         5.2  Accordingly,  to implement  the  Purchaser's  representations  and
agreements, the Purchaser agrees to authorize the Company to place substantially
the following  legends,  and any legend required by applicable  State Securities
Laws, on each Certificate issued to the Purchaser to evidence the Shares, and to
place a stop order against  further  transfer of the Shares except in compliance
with the Act and applicable State Securities Laws.

         "THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE  WERE  ISSUED  AND
TRANSFERRED  WITHOUT  REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND UNDER STATE SECURITIES LAWS AND MAY NOT BE SOLD,  TRANSFERRED OR DISPOSED OF
UNLESS SO REGISTERED OR AN EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS OF THE
ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE."

         "RESTRICTIONS ON THE OWNERSHIP RIGHTS OF THE STOCK  REPRESENTED BY THIS
CERTIFICATE HAVE BEEN IMPOSED PURSUANT TO A RESTRICTED STOCK PURCHASE  AGREEMENT
[DATED DECEMBER 4, 1998]. A COPY OF THE RESTRICTED  STOCK PURCHASE  AGREEMENT IS
ON FILE AT THE  PRINCIPAL 

                                       4
<PAGE>

OFFICE OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF THIS
CERTIFICATE  UPON RECEIPT BY THE COMPANY AT ITS  PRINCIPAL  PLACE OF BUSINESS OR
REGISTER OFFICE OF A WRITTEN REQUEST FROM THE HOLDER REQUESTING SUCH COPY."

6.       General Provisions

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

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

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

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

         6.5 Notice.  All notices,  requests,  demands and other  communications
called for or contemplated  hereunder shall be in writing and shall be deemed to
have been duly given when  delivered to the party to whom addressed or when sent
by telecopy (as indicated by a telecopy  confirmation and if promptly  confirmed
by  registered  or  certified  mail,  return  receipt  requested,   prepaid  and
addressed) to the parties,  their successors in interest,  or their assignees at
the following addresses, or at such other addresses as the parties may designate
by written notice in the manner aforesaid:

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

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

                           If to Purchaser:          Phillip Bennett
                                                     c/o Accom, Inc.
                                                     1490 O'Brien Drive
                                                     Menlo Park, CA  94025
                                                     Fax:  (650) 327-2511

                                       5
<PAGE>

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

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

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

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

                                       6

<PAGE>

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

                                   ACCOM, INC.



                                   By:    /s/ JUNAID SHEIKH
                                      ------------------------------------------

                                   Name: Junaid Sheikh
                                         ---------------------------------------

                                   Title: Chief Executive Officer
                                          --------------------------------------


                                   PHILLIP BENNETT



                                   /s/ PHILLIP BENNETT
                                   ---------------------------------------------



                                       7

<PAGE>


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

                          NON-RECOURSE PROMISSORY NOTE

$500,000                                                        December 4, 1998

         FOR VALUE  RECEIVED,  Phillip  Bennett  ("Maker"),  promises  to pay to
Accom,  Inc., a Delaware  corporation  ("Payee"),  in lawful money of the United
States  of  America,  the  principal  sum of Five  Hundred  Thousand  ($500,000)
together with interest in arrears on the unpaid principal  balance at a variable
annual  rate  equal to the prime  rate of  Comerica  Bank  which  rate  shall be
established and adjusted as necessary at the beginning of each calendar  quarter
during the term of this Note.  Interest  shall be  calculated  on the basis of a
year of 365 or 366 days,  as  applicable,  and charged for the actual  number of
days elapsed.


1.       PAYMENTS.

                  1.1  Principal  and  Interest.  Subject  to Section  1.3,  the
principal  amount of this Note then  outstanding  shall be due and payable three
years from the date of execution of this Note.  Accrued,  unpaid interest on the
unpaid principal balance of this Note shall be due and payable together with the
payment of principal as described above.

                  1.2 Manner of Payment.  All payments of principal and interest
on this Note shall be made by wire  transfer to such  accounts as  specified  by
Payee,  promptly upon request of Maker, or by check at 1490 O'Brien Drive, Menlo
Park, CA 94025,  or at such other place in the United States of America as Payee
shall designate to Maker in writing.  If any payment of principal or interest on
this Note is due on a day which is not a Business Day, such payment shall be due
on the next  succeeding  Business Day, and such extension of time shall be taken
into  account in  calculating  the amount of interest  payable  under this Note.
"Business  Day" means any day other than a Saturday,  Sunday or legal holiday in
the State of California.

                  1.3  Optional  Prepayment.   Maker  may,  without  premium  or
penalty,  at any time and from time to time,  prepay  all or any  portion of the
outstanding  principal  balance  due under  this Note,  provided  that each such
prepayment is accompanied by accrued interest on the amount of principal prepaid
calculated  to the date of such  prepayment.  Any partial  prepayments  shall be
applied to installments of principal in inverse order of their maturity.

2.       DEFAULTS.

                  2.1 Events of Default.  The  occurrence  of any one or more of
the following  events with respect to Maker shall constitute an event of default
hereunder ("Event of Default"):

                  (a) If  Maker  shall  fail  to pay  when  due any  payment  of
principal  or  interest  on this Note and such  failure  continues  for five (5)
Business Days after Payee notifies Maker thereof writing.

<PAGE>

                  (b) If, pursuant to or within the meaning of the United States
Bankruptcy  Code or any other  federal or state law  relating to  insolvency  or
relief of debtors (a  "Bankruptcy  Law"),  Maker shall (i)  commence a voluntary
case or proceeding;  (ii) consent to the entry of an order for relief against it
in an involuntary case; (iii) consent to the appointment of a trustee, receiver,
assignee,  liquidator or similar  official;  or (iv) make an assignment  for the
benefit of its creditors.

                  (c) If a court of  competent  jurisdiction  enters an order or
decree  under any  Bankruptcy  Law that (i) is for  relief  against  Maker in an
involuntary  case; (ii) appoints a trustee,  receiver,  assignee,  liquidator or
similar official for Maker or substantially all of Maker's properties;  or (iii)
orders  the  liquidation  of Maker,  and in each case the order or decree is not
dismissed within 120 days.

                  (d) Upon the death of the Maker.

                  2.2 Remedies.  Subject to Section 2.3, upon the  occurrence of
an Event of Default  hereunder  (unless all Events of Default have been cured or
waived by Payee),  Payee may,  at its  option,  (i) by written  notice to Maker,
declare the entire  unpaid  principal  balance of this Note,  together  with all
accrued interest  thereon,  immediately due and payable  regardless of any prior
forbearance,  and (ii) exercise any and all rights and remedies  available to it
under applicable law, including,  without limitation,  the right to collect from
Maker all sums due under this Note.  Maker shall pay all  reasonable  attorneys'
fees  incurred by or on behalf of Payee in connection  with Payee's  exercise of
any or all of its rights and remedies under this Note.

                  2.3  Non-Recourse  Limitation  on  Remedies.   Notwithstanding
anything to the contrary  contained in this Note, Payee's recovery against Maker
under this Note upon an Event of Default  shall be limited  solely to the shares
of common stock of Payee  purchased by Maker in the  Restricted  Stock  Purchase
Agreement  dated as of even date herewith  between Maker and Payee.  Maker shall
not be liable  or have any  personal  liability  in any  other  respect  for the
payment of any amount due under this Note.

3.       MISCELLANEOUS.

                  3.1 Waiver.  The rights and  remedies of Payee under this Note
shall be  cumulative  and not  alternative.  No  waiver by Payee of any right or
remedy under this Note shall be effective  unless in a writing  signed by Payee.
Neither the failure nor any delay in  exercising  any right,  power or privilege
under this Note will operate as a waiver of such right,  power or privilege  and
no single or partial  exercise of any such right,  power or  privilege  by Payee
will preclude any other or further exercise of such right, power or privilege or
the  exercise of any other  right,  power or  privilege.  To the maximum  extent
permitted by applicable  law, (a) no claim or right of Payee arising out of this
Note  can  be  discharged  by  Payee,  in  whole  or in  part,  by a  waiver  or
renunciation of the claim or right unless in a writing,  signed by Payee; (b) no
waiver  that may be given by Payee  will be  applicable  except in the  specific
instance for which it is given;  and (c) no notice to or demand on Maker will be
deemed  to be a waiver  of any  obligation  of Maker or of the right of Payee to
take further action without notice or demand as provided in this Note.

                                       2
<PAGE>

                  3.2  Notices.  All  notices,   requests,   demands  and  other
communications  called for or  contemplated  hereunder  shall be in writing  and
shall be  deemed to have been duly  given  when  delivered  to the party to whom
addressed or when sent by telecopy (as indicated by a telecopy  confirmation and
if promptly confirmed by registered or certified mail, return receipt requested,
prepaid and addressed) to the parties,  their  successors in interest,  or their
assignees  pursuant to the terms of Section 6.5 of the Restricted Stock Purchase
Agreement.

                  3.3 Severability. Any provision of this Note which is invalid,
illegal or unenforceable in any jurisdiction shall, as to that jurisdiction,  be
ineffective to the extent of such  invalidity,  illegality or  unenforceability,
without   affecting  in  any  way  the  remaining   provisions  hereof  in  such
jurisdiction  or rendering  that or any other  provision  of this Note  invalid,
illegal or unenforceable in any other jurisdiction.

                  3.4  Governing  Law. This Note shall be construed and enforced
in accordance with and governed by the laws of the State of Delaware.

                  3.5  Parties In  Interest.  This Note shall bind Maker and its
successors and assigns.  This Note shall not be assigned or transferred by Maker
or Payee without the express prior written consent of Maker, except by operation
of law or in connection with the sale of all or  substantially  all of the stock
or assets of Maker or Payee (as applicable).

                  3.6  Section  Headings,  Construction.  The  headings  of each
Section, subsection or other subdivision of this Note are for reference only and
shall not limit or control the meaning  thereof.  All references to "Section" or
"Sections"  refer to the  corresponding  Section or Sections of this Note unless
otherwise specified. All words used in this Note will be construed to be of such
gender  or number  as the  circumstances  require.  Unless  otherwise  expressly
provided,  the words "hereof" and  "hereunder" and similar  references  refer to
this Note in its entirety and not to any specific section or subsection hereof.

                  3.7 No Usury. It is the intent of the parties that the rate of
interest and other  charges to the Maker shall be lawful.  If for any reason the
interest or other  charges  payable  hereunder are found by a court of competent
jurisdiction, in a final determination,  to exceed the limit which the Payee may
lawfully charge the Maker,  then the obligation to pay interest or other charges
shall  automatically  be reduced  to such limit and,  if any amount in excess of
such limit  shall have been paid,  then such  amount  shall be  refunded  to the
Maker.


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


                                       3

<PAGE>



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


                                                    /s/ PHILLIP BENNETT
                                                 -------------------------------
                                                        Phillip Bennett

                                       4