[LOGO OMITTED]

                             MASTER REVOLVING NOTE

  Variable Rate-Demand-Obligatory Advances (Business and Commercial Loans Only)

--------------------------------------------------------------------------------
AMOUNT              NOTE DATE           MATURITY DATE      TAX IDENTIFICATION #

$4,000,000.00       JULY 7, 1996        ON DEMAND           94-3055907
--------------------------------------------------------------------------------

For Value Received,  the undersigned promise(s) to pay ON DEMAND to the order of
COMERICA  BANK-CALIFORNIA  ("Bank"),  at any  office of the Bank in the State of
California,  FOUR  MILLION  AND NO/100  Dollars  (U.S.)  (or that  portion of it
advanced  by the Bank and not  repaid as later  provided)  with  interest  until
demand or an Event of Default,  as later  defined,  at a per annum rate equal to
the Bank's base rate from time to time in effect PLUS 0.000% per annum and after
that at a rate equal to the rate of  interest  otherwise  prevailing  under this
Note plus 3% per annum (but in not event in excess of the maximum rate permitted
by law). The Bank's "base rate" is that annual rate of interest so designated by
the Bank and  which is  changed  by the Bank from  time to time.  Interest  rate
changes will be  effective  for  interest  computation  purposes as and when the
Bank's base rate changes. Interest shall be calculated on the basis of a 360-day
year for the actual number of days the principal is  outstanding.  Unless sooner
demanded,  accrued interest on this Note shall be payable on the 1ST day of each
MONTH  commencing  AUGUST 1, 1996. If the frequency of interest  payments is not
otherwise  specified,  accrued interest on this Note shall be payable monthly on
the first day of each month, unless sooner demanded. If any payment of principal
or interest  under this Note shall be payable on a day other than a day on which
the Bank is open for  business,  this  payment  shall  be  extended  to the next
succeeding  business day and interest  shall be payable at the rate specified in
this Note during this extension.  A late payment charge equal to 5% of each late
payment  may be  charged  on any  payment  not  received  by the Bank  within 10
calendar  days after the payment  due date,  but  acceptance  of payment of this
charge shall not waive any Default under this Note.

**SEE ADDENDUM ATTACHED HERETO AND MADE A PART HEREOF. RLW (initial here)
                                                       ---

The  principal  amount  payable under this Note shall be the sum of all advances
made  by the  Bank  to or at the  request  of the  undersigned,  less  principal
payments  actually  received  in cash by the Bank.  The books and records of the
Bank shall be the best evidence of the principal  amount and the unpaid interest
amount owing at any time under this Note and shall be conclusive absent manifest
error.  No  interest  shall  accrue  under this Note until the date of the first
advance made by the Bank;  after that interest on all advances  shall accrue and
be computed on the principal  balance  outstanding  from time to time under this
Note until the same is paid in full.

This  Note  and  any  other  indebtedness  and  liabilities  of any  kind of the
undersigned  (or any of  them)  to the  Bank,  and  any  and all  modifications,
renewals or extensions of it, whether joint or several,  contingent or absolute,
now   existing   or  later   arising,   and  however   evidenced   (collectively
"Indebtedness")  are  secured by and the Bank is granted a security  interest in
all items deposited in any account of any of the  undersigned  with the Bank and
by all proceeds of these items (cash or otherwise),  all account balances of any
of the  undersigned  from time to time with the Bank,  by all property of any of
the undersigned from time to time in the possession of the Bank and by any other
collateral,  rights and  properties  described  in each and every deed of trust,
mortgage,   security  agreement,   pledge,  assignment  and  other  security  or
collateral  agreement  which has been, or will at any time(s) later be, executed
by any  (or  all)  of  the  undersigned  to or  for  the  benefit  of  the  Bank
(collectively  "Collateral").  Notwithstanding the above, (i) to the extent that
any portion of the  Indebtedness  is a consumer loan,  that portion shall not be
secured by any deed of trust or mortgage on or other security interest in any of
the undersigned's  principal  dwelling or any of the undersigned's real property
which is not a purchase  money  security  interest  as to that  portion,  unless
expressly  provided to the contrary in another place, or (ii) if the undersigned
(or any of them) has (have)  given or give(s)  Bank a deed of trust or  mortgage
covering  real  property,  that deed of trust or mortgage  shall not secure this
Note or any other  indebtedness  of the  undersigned  (or any of  them),  unless
expressly provided to the contrary in another place.

If the  undersigned (or any of them) or any guarantor under a guaranty of all or
part  of  the  Indebtedness   ("guarantor")  (i)  fail(s)  to  pay  any  of  the
Indebtedness  when due, by maturity,  acceleration or otherwise,  or fails(s) to
pay any  Indebtedness  owing on a demand basis upon  demand;  or (ii) fail(s) to
comply  with  any of the  terms  or  provisions  of any  agreement  between  the
undersigned  (or any of them)  or any  such  guarantor  and the  Bank;  or (iii)
become(s)  insolvent or the subject of a voluntary or involuntary  proceeding in
bankruptcy, or a reorganization, arrangement or creditor composition proceeding,
(if a business entity) cease(s) doing business as a going concern, (if a natural
person) die(s) or become(s) incompetent,  (if a partnership)  dissolve(s) or any
general  partner of it dies,  becomes  incompetent  or becomes  the subject of a
bankruptcy  proceeding or (if a corporation or a limited  liability  company) is
the subject of a dissolution, merger or consolidation; or (a) if any warranty or
representation  made by any of the  undersigned  or any  guarantor in connection
with this Note or any of the  Indebtedness  shall be  discovered to be untrue or
incomplete; or (b) if there is any termination, notice of termination, or breach
of any  guaranty,  pledge,  collateral  assignment  or  subordination  agreement
relating to all or any part of the Indebtedness;  or (c) if there is any failure
by  any  of the  undersigned  or  any  guarantor  to  pay  when  due  any of its
indebtedness (other than to the Bank) or in the observance or performance of any
term, covenant or condition in any document evidencing,  securing or relating to
such  indebtedness;  or (d) if the Bank deems itself insecure believing that the
prospect of payment of this Note or any of the Indebtedness is impaired or shall
fear deterioration,  removal or waste of any of the Collateral;  or (e) if there
is filed or issued a levy or writ of  attachment  or  garnishment  or other like
judicial  process upon the  undersigned (or any of them) or any guarantor or any
of the Collateral,  including without limit, any accounts of the undersigned (or
any of them) or any guarantor with the Bank,  then the Bank, upon the occurrence
of any of these events (each a  "Default"),  may at its option and without prior
notice  to  the  undersigned  (or  any  of  them),  declare  any  or  all of the
Indebtedness to be immediately due and payable  (notwithstanding  any provisions
contained in the evidence of it to the  contrary),  sell or liquidate all or any
portion of the Collateral, set off against the Indebtedness any amounts owing by
the Bank to the  undersigned  (or any of them),  charge  interest at the default
rate provided in the document evidencing the relevant  Indebtedness and exercise
any one or more of the rights and remedies  granted to the Bank by any agreement
with the  undersigned  (or any of them) or given to it under  applicable law. In
addition,  if this Note is secured by a deed of trust or mortgage  covering real
property,  then the  trustor  or  mortgagor  shall not  mortgage  or pledge  the
mortgaged premises as security for any other  indebtedness or obligations.  This
Note,  together  with all other  indebtedness  secured  by said deed of trust or
mortgage,  shall  become due and payable  immediately,  without  notice,  at the
option of the Bank,  (a) if said trustor or mortgagor  shall  mortgage or pledge
the  mortgaged  premises  for any other  indebtedness  or  obligations  or shall
convey,  assign or transfer the  mortgaged  premises by deed,  installment  sale
contract  or other  instrument,  or (b) if the title to the  mortgaged  premises
shall become  vested in any other person or party in any manner  whatsoever,  or
(c) if there is any disposition  (through one or more  transactions) of legal or
beneficial title to a controlling interest of said trustor or mortgagor.

The undersigned  acknowledge(s)  that this Note matures upon issuance,  and that
the Bank, at any time,  without notice, and without reason, may demand that this
Note be  immediately  paid in full.  The demand nature of this Note shall not be
deemed  modified by reference to a Default in this Note or in any agreement to a
default  by  the  undersigned  or to  the  occurrence  of an  event  of  default
(collectively  an "Event of Default").  For purposes of this Note, to the extent
there is reference  to an Event of Default this  reference is for the purpose of
permitting  the Bank to  accelerate  Indebtedness  not on a demand  basis and to
receive  interest at the default rate  provided in the document  evidencing  the
relevant  Indebtedness.  It is  expressly  agreed that the Bank may exercise its
demand  rights under this Note whether or not an Event of Default has  occurred.
The Bank, with or without reason and without notice,  may from time to time make
demand for partial payments under this Note and these demands shall not preclude
the Bank from demanding at any time this Note be  immediately  paid in full. All
payments under this note shall be in immediately  available United States funds,
without setoff or counterclaim.



<PAGE>


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                Borrower's Telephone and Facsimile Authorization
--------------------------------------------------------------------------------

                                             Date: August 16, 1996
                                                   -----------------------------
Obligor Number:                        Obligation Number:
               ----------------------                    -----------------------
Assignment Unit:
                ---------------------

The undersigned confirms certain borrowing  arrangements pursuant to and subject
to  the  terms  of  the  $4,000,000.00  Note,  and  all  renewals,   extensions,
modifications,  and/or  substitutions  thereof (the "Note")  dated July 7, 1996,
executed and delivered by the undersigned to COMERICA BANK-CALIFORNIA ("Bank").

Until notice to the contrary to the  undersigned,  Bank has agreed that advances
under  the Note may be  requested  from  time to time at the  discretion  of the
undersigned  by telephone or facsimile  transmission.  Immediately  upon receipt
from time to time of such telephone  request or facsimile  transmission from the
undersigned,  Bank is  authorized  to lend  and  credit  such  sums of  money as
requested  to any of the  following  accounts  or any  other  account  with Bank
designated  by  the   undersigned   (together  with  the  Security  Code)  (such
accounts(s) referred to as "Designated Accounts(s)")

                                A/C #8511006945


Bank may rely on receipt of the Security Code as proof that the caller or sender
is  authorized  to make  the  request  for  advance,  repayment,  or  change  of
Designated Accounts(s) on behalf of the undersigned.

The undersigned  acknowledges  that borrowings under the Note may be repaid from
time to time at the election of the undersigned, but subject to the terms of the
Note and any related  agreement with Bank, upon receipt of instructions to do so
sent  from  the  undersigned  to Bank by  telephone  or  facsimile  transmission
(together  with the Security  Code).  Repayment  may be effected (in whole or in
part) by debiting any account  designated  above (or  designated  in  compliance
with the above  paragraph) in  accordance  with the  undersigned's  instructions
(together  with  the  Security  Code).   The  undersigned   shall  remain  fully
responsible  for any  amounts  outstanding  under the Note if the  undersigned's
accounts with Bank are  insufficient for the repayment of the Note. All requests
for payments are to be against collected funds.

The  undersigned  acknowledges  that if Bank  makes  an  advance  or  effects  a
repayment  based on a request made by telephone  or facsimile  transmission,  it
shall be for the  convenience of the  undersigned  and all risks involved in the
use of this procedure  shall be borne by the  undersigned,  and the  undersigned
expressly  agrees  to  indemnify  and  hold  Bank  harmless  therefor.   Without
limitation of the foregoing,  the undersigned  acknowledges that Bank shall have
no duty to confirm the authority of anyone requesting an advance or repayment by
telephone  or  facsimile  transmission,  and  further  the Bank has  advised the
undersigned   to  protect  and  safeguard  the  Security  Code  to  prevent  its
unauthorized use. The undersigned assumes any losses or damages whatsoever which
may occur or arise out of its failure to protect and safeguard the Security Code
or out of its unauthorized use.

Borrower(s): ACCOM, INC.
            --------------------------------------------------------------------

Address:     1490 O'BRIEN DR., MENLO PARK, CA 94025
            --------------------------------------------------------------------
             STREET ADDRESS             CITY           STATE          ZIP CODE

By: /s/ ROBERT L. WILSON                     Its:   C.F.O.
    --------------------------                    ------------------------------
SIGNATURE OF                                 TITLE (if applicable)

By:                                          Its:
    --------------------------                    ------------------------------
SIGNATURE OF                                 TITLE (if applicable)

By:                                          Its:
    --------------------------                    ------------------------------
SIGNATURE OF                                 TITLE (if applicable)

By:                                          Its:
    --------------------------                    ------------------------------
SIGNATURE OF                                 TITLE (if applicable)


<PAGE>

If this Note is signed by two or more  parties  (whether  by all as makers or by
one or more  as an  accommodation  party  or  otherwise),  the  obligations  and
undertakings  under this Note  shall be that of all and any two or more  jointly
and also of each  severally.  This  Note  shall  bind the  undersigned,  and the
undersigned's  respective  heirs,  personal   representatives,   successors  and
assigns.

The  undersigned  waive(s)  presentment,  demand,  protest,  notice of dishonor,
notice  of  demand or intent  to  demand,  notice of  acceleration  or intent to
accelerate,  and all other  notices and agree(s) that no extension or indulgence
to the undersigned (or any of them) or release,  substitution or  nonenforcement
of any  security,  or release or  substitution  of any of the  undersigned,  any
guarantor or any other party,  whether with or without notice,  shall affect the
obligations of any of the undersigned.  The undersigned waive(s) all defenses or
right to discharge  available  under  Section  3-605 of the  California  Uniform
Commercial  Code  and  waive(s)  all  other  suretyship  defenses  or  right  to
discharge. The undersigned agree(s) that the Bank has the right to sell, assign,
or grant participations, or any interest, in any or all of the Indebtedness, and
that, in connection  with this right,  but without  limiting its ability to make
other  disclosures  to the full  extent  allowable,  the Bank may  disclose  all
documents  and  information  which  the Bank now or later  has  relating  to the
undersigned  or the  Indebtedness.  The  undersigned  agree(s) that the Bank may
provide  information  relating to the Note or to the  undersigned  to the Bank's
parent, affiliates, subsidiaries and service providers.

The  undersigned  agree(s) to reimburse the holder or owner of this Note for any
and all costs and expenses (including without limit, court costs, legal expenses
and reasonable attorney fees, whether inside or outside counsel is used, whether
or not suit is instituted and, if suit is instituted, whether at the trial court
level, appellate level, in a bankruptcy, probate or administrative proceeding or
otherwise) incurred in collecting or attempting to collect this Note or incurred
in any other matter or proceeding relating to this Note.

The  undersigned   acknowledge(s)  and  agree(s)  that  there  are  no  contrary
agreements, oral or written,  establishing a term of this Note and agree(s) that
the terms and  conditions  of this Note may not be  amended,  waived or modified
except in a writing signed by an officer of the Bank expressly  stating that the
writing  constitutes an amendment,  waiver or  modification of the terms of this
Note.  As used in this Note,  the word  "undersigned"  means,  individually  and
collectively,  each maker, accommodation party, indorser and other party signing
this Note in a similar capacity.  If any provision of this Note in unenforceable
in whole or part for any reason,  the remaining  provisions shall continue to be
effective. THIS NOTE IS MADE IN THE STATE OF CALIFORNIA AND SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE  WITH THE INTERNAL LAWS OF THE STATE OF  CALIFORNIA,
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

THE MAXIMUM INTEREST RATE SHALL NOT EXCEED THE HIGHEST APPLICABLE USURY CEILING.

See Business Loan Agreement dated 7/23/96.

     [Paragraph deleted and initialed by RLW.]


                For Corporations, Partnerships, Trust or Estates

ACCOM, INC.                     By: /S/ ROBERT L. WILSON   Its: CFO
--------------------------      ------------------------   ---------------------
OBLIGOR NAME TYPED/PRINTED      SIGNATURE OF               TITLE

1490 O'BRIEN DR.                By:                        Its:
--------------------------      ------------------------   ---------------------
STREET ADDRESS                  SIGNATURE OF               TITLE

MENLO PARK                      By:                        Its:
--------------------------      ------------------------   ---------------------
CITY                            SIGNATURE OF               TITLE

CA              94025           By:                        Its:
--------------------------      ------------------------   ---------------------
STATE          ZIP CODE         SIGNATURE OF               TITLE

<TABLE>
<CAPTION>

          For Individuals or Sole Proprietorships
                                Name(s) of Obligor(s)(Type or Print)    Signature(s) or Obligor(s)
<S>                             <C>                                     <C>

                                -------------------------------------   ---------------------------

----------------------------    -------------------------------------   ---------------------------
STREET ADDRESS

----------------------------    -------------------------------------   ---------------------------
CITY

----------------------------    -------------------------------------   ---------------------------
STATE            ZIP CODE
</TABLE>


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
                                   For Bank Use Only                  CCAR #
----------------------------------------------------------------------------------------------------
<S>                           <C>                    <C>               <C>            <C>
  Loan Officer Initials       Loan Group Name        Obligor(s) Name
    AMY AZAR                  OAKLAND METRO               ACCOM, INC.
----------------------------------------------------------------------------------------------------
  Loan Officer I.D. No.       Loan Group No.         Obligor #         Note #         Amount
    48302                     95750                                                   $4,000,000.00
----------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


                Addendum To Master Revolving Note Dated July 7,
                                      1996


     This Addendum to the Master  Revolving  Note (this  "Addendum")  is entered
into as of this 7th day of July, 1996, by and between  Comerica  Bank-California
("Bank") and ACCOM, INC.  ("Borrower").  This Addendum  supplements the terms of
the Note date July 7, 1996.


     1. Definitions.

          a. Advance.  As used herein,  "Advance" means a borrowing requested by
Borrower  and amde by Bank  under the Note,  including  a LIBOR  Option  Advance
and/or a Base Rate Option Advance.

          b. Business Day. As used herein, "Business Day" means any day except a
Saturday,  Sunday or any other day  designated  as a holiday  under  Federal  or
California statute or regulation.

          c. LIBOR.  As used herein,  "LIBOR" means the rate per annum  (rounded
upward, if necessary, to the nearest whole 1/8 or 1%) and determined pursuant to
the following formula:

                    LIBOR =           Base LIBOR
                            --------------------------------
                            100% - LIBOR Reserve Percentage


               (1) "Base  LIBOR"  means the rate per  annum  for  United  States
dollar deposits  quoted by Bank as the Inter-Bank  Market Offered Rate, with the
understanding  that such rate is quoted by Bank for the  purpose of  calculating
effective rates of interest for loans making reference thereto, on the first day
of a LIBOR  Period  for  delivery  of  funds on said  date for a period  of time
approximately  equal to the number of days in such LIBOR Period and in an amount
approximately  equal to the principal amount to which such LIBOR Period applies.
Borrower  understands  and  agrees  that  Bank  may base  its  quotation  of the
Inter-Bank  Market  Offered Rate upon such offers or other market  indicators of
the Inter-Bank Market as Bank in its discretion deems appropriate including, but
not  limited  to,  the rate  offered  for U.S.  dollar  deposits  on the  London
Inter-Bank Market.

               (2)  "LIBOR  Reserve  Percentage"  means the  reserve  percentage
prescribed  by the Board of  Governors  of the Federal  Reserved  System (or any
successor)  for  "Eurocurrency  Liabilities"  (as defined in Regulation D of the
Federal  Reserve Board,  as amended),  adjusted by Bank for expected  changes in
such reserve percentage during the applicable LIBOR Period.

                                       1

<PAGE>

          d.  LIBOR  Period.  As used  herein,  "LIBOR  Period"  means a  period
commencing on a Business Day, and continuing for, in every case, no greater than
thirty (30),  sixty (60) or ninety (90) days, as designated by Borrower,  during
which all or a portion of the  outstanding  principal  balance of the Note bears
interest determined in relation to Bank's LIBOR, provided that:

               (1)  In any LIBOR  Period would end on day that is not a Business
                    Day,  then such LIBOR  Period  shall be extended to the next
                    succeeding Business Day; and

               (2)  No LIBOR Period shall extend beyond the Maturity Date of the
                    Note.

          e. Note. As used herein,  "Note" means the Master Revolving Note dated
July 7, 1996 herewith.

          f. Regulation D. As used herein,  "Regulation D" means Regulation D of
the Board of Governors of the Federal  Reserve System as amended or supplemented
from time to time.

          g. Regulatory Development.  As used herein,  "Regulatory  Development"
means any or all of the  following:  (I) any  change in any law,  regulation  or
interpretation  thereof by any public authority (whether or not having the force
of  law);  (ii)  the  application  of  any  existing  law,   regulation  or  the
interpretation  thereof by any public authority (whether or not having the force
of law); and (iii) compliance by Bank with any request or directive  (whether or
not having the force of law) of any public authority.

     2.  Selection of Interest Rate Options.  Borrower  shall have the following
options regarding the interest rate to be paid by Borrower on advances under the
Note or portions of principal  balance of the outstanding  amount on the Note in
such amount as set forth by the borrower:

          a. A rate equal to Two and Three Quarter  percent (2.75%) above Bank's
             LIBOR, (the "LIBOR Option"),  which LIBOR Option shall be in effect
             during the relevant LIBOR Period; or

          b. A rate  equal to Zero  percent  (0.00%)  above the  "Base  Rate" as
             referenced  in the Note and  quoted  from time to time by  Comerica
             Bank-California,  as such  rate may  change  from time to time (the
             "Base Rate Option").

                                       2

<PAGE>

     3. LIBOR Option Advance.  The minimum LIBOR option advance will be not less
than $200,000.00 for any LIBOR Option Advance.

     4. Payment of LIBOR Option.  Interest on each LIBOR Option Advance shall be
payable on the last day of the LIBOR Period applicable thereto. Interest on such
LIBOR Option  Advance shall be computed on the basis of a 360-day year and shall
be  assessed  for the actual  number of days  elapsed  from the first day of the
LIBOR Period applicable thereto but not including the last day thereof.

     5.  Bank's  Records  Re:  LIBOR  Option  Advances.  With  respect  to  each
LIBOR-Option  Advance,  Bank is  hereby  authorized  to note the day,  principal
amount,  interest rate and LIBOR Period applicable thereto and any payments made
thereon on Bank's books and records  (either  manually or by  electronic  entry)
and/or on any  schedule  attached to the Note,  which  notations  shall be prima
facie evidence of the accuracy of the information noted.

     6. Conversion of Interest Rate Options.  At any time the LIBOR Option is in
effect,  Borrower may, at the end of the applicable LIBOR Period, convert to the
Base Rate  Option.  At any time the Base Rate Option is in effect,  Borrower may
convert to the LIBOR Period designated by Borrower.  At the time each advance is
requested  under the Note and/or  Borrower wishes to select the LIBOR Option for
all or a portion of the  outstanding  principal  balance of the Note, and at the
end of each LIBOR Period,  Borrower  shall give Bank notice  specifying  (a) the
interest  rate option  selected by Borrower;  (b) the principal  amount  subject
thereto;  and (c) if the LIBOR Option is selected,  the length of the applicable
LIBOR Period. Any such notice may be given by telephone so long as, with respect
to  each  LIBOR  Option  selected  by  Borrower,   (I)  Bank  receives   written
confirmation  from  Borrower not later than three (3)  Business  Days after such
telephone  notice is given; and (ii) such notice is given to Bank prior to 10:00
a.m.,  California  time,  on the first day of the LIBOR  Period.  For each LIBOR
Option requested  hereunder,  Bank will quote the applicable fixed LIBOR rate to
Borrower at approximately  10:00 a.m.,  California time, on the first day of the
LIBOR Period.  If Borrower does not immediately  accept the rate quoted by Bank,
any subsequent  acceptance by Borrower shall be subject to a redetermination  by
Bank;  provided however,  that if Borrower fails to accept any such quotation is
given,  then the quoted rate shall expire and Bank shall have no  obligation  to
permit a LIBOR Option to be selected on such day. If no specific  designation of
interest is made at the time any advance is  requested  under the Note or at the
end of any LIBOR Period, Borrower shall be deemed to have selected the Base Rate
Option for such  advance  or the  principal  amount to which  such LIBOR  Period
applied.

                                       3
<PAGE>

     7. Default Interest.  From and after the maturity date of the Note, or such
earlier  date as all  principal  owing  hereunder  becomes  due and  payable  by
acceleration or otherwise,  the outstanding  principal balance of the Note shall
bear interest until paid in full at an increased rate per annum (computed on the
basis of a 360-day  year,  actual days elapsed)  equal to Three percent  (3.00%)
above the rate of interest from time to time applicable to the Note.

     8.  Prepayment.  Bank does not have to accept any  prepayment  of principal
under the Note except as described  below or as required under  applicable  law.
Borrower  may prepay the  principal  balance of the Note in  increments  of Five
Hundred  Dollars  ($500.00)  at any time,  as long as Bank is  provided  written
notice of the  prepayment  at least five (5) business  days prior to the date of
prepayment (the "Prepayment  Date").  The notice of prepayment shall contain the
following  information:  (a) the Prepayment Date and (b) the amount of principal
to be prepaid. On the Prepayment Date, Borrower will pay to Bank, in addition to
the other amounts then due on the Note, the Prepayment  Amount  described below.
Bank, in its sole discretion, may accept any prepayment of principal even if not
required  to do so under the Note and may  deduct  from the amount to be applied
against principal the other amounts required as part of the Prepayment Amount.

     The Prepaid Principal Amount (as defined below) will be applied to the Note
in the reverse order of which the principal  payments  would have been due under
the Note's principal amortization schedule. In other words, if the Note requires
multiple  principal  payments,  then as opposed to prepaying the next  Principal
Payment due, the Prepaid  Principal  Amount will be applied  beginning  with the
final principal payment due on the Note.

     If Bank  exercise  its right to  accelerate  the  payment the Note prior to
maturity,  Borrower  will pay to Bank, in addition to the other amounts then due
on the  Note,  on the  date  specified  by  Bank  as the  Prepayment  Date,  the
Prepayment Amount.

     Bank's  determination  of the  Prepayment  Amount will be conclusive in the
absence of obvious  error or fraud.  If requested  in writing by Borrower,  Bank
will provide Borrower a written statement specifying the Prepayment Amount.

     The following (the "Prepayment Amount") shall be due and payable in full on
the Prepayment Date:

          a.   If the  face  amount  of the Note  exceeds  Seven  Hundred  Fifty
               Thousand Dollars  ($750,000)  (regardless of what the outstanding
               principal  balance  may  be on  the  Prepayment  Date)  then 

                                       4

<PAGE>

               the Prepayment  Amount is the sum of: (I) the amount of principal
               which  Borrower  has elected to prepay or the amount of principal
               which  Bank  has   required   Borrower   to  prepay   because  of
               acceleration,   as  the  case  may  be  (the  "Prepaid  Principal
               Amount");  (ii) interest accruing on the Prepaid Principal Amount
               up to, but not including, the Prepayment Date; (iii) Five Hundred
               Dollars ($500.00); plus (iv) the present value, discounted at the
               Reinvestment  Rates (as defined below) of the positive  amount by
               which (A) the  interest  Bank would have  earned had the  Prepaid
               Principal  Amount been paid according to the Note's  amortization
               schedule at the Note's  interest  rate  exceeds (B) the  interest
               Bank would earn by reinvesting  the Prepaid  Principal  Amount at
               the Reinvestment Rates.

          b.   If the face amount of the Note is Seven  Hundred  Fifty  Thousand
               Dollars  ($750,000) or less  (regardless of what the  outstanding
               principal  balance  may  be on  the  Prepayment  Date)  then  the
               Prepayment  Amount is the sum of:  (I) the  amount  of  principal
               which  Borrower  has elected to prepay or the amount of principal
               which  Bank  has   required   Borrower   to  prepay   because  of
               acceleration,   as  the  case  may  be  (the  "Prepaid  Principal
               Amount");  (ii) interest accruing on the Prepaid Principal Amount
               up to, but not  including,  the  Prepayment  Date;  plus (iii) an
               amount equal to one percent (1%) of the Prepaid  Principal Amount
               multiplied by the number of calendar  years  remaining  until the
               maturity date of the Note,  but in no event less than two percent
               (2%)  of the  Prepaid  Principal  Amount.  For  purposes  of this
               computation,  any portion of a calendar  year until the  maturity
               date of the Note shall be deemed to be a full calendar year.

     "Reinvestment Rates" mean the per annum rates of interest equal to one half
percent (1/2%) above the rates of interest  reasonably  determined by Bank to be
in effect  not more  than  seven (7) days  prior to the  Prepayment  Date in the
secondary  market for United States  Treasury  Obligations in amount(s) and with
maturity(ies)  which  correspond  (as  closely  as  possible)  to the  principal
installment  amount(s)  and  the  payment  date(s)  against  which  the  Prepaid
Principal Amount will be applied.


                                       5
<PAGE>

     BY INITIALING BELOW,  BORROWER  ACKNOWLEDGE(S) AND AGREE(S) THAT: (A) THERE
IS NO RIGHT TO  PREPAY  THE  NOTE,  IN WHOLE  OR IN  PART,  WITHOUT  PAYING  THE
PREPAYMENT  AMOUNT,  EXCEPT AS  OTHERWISE  REQUIRED  UNDER  APPLICABLE  LAW; (B)
BORROWER SHALL BE LIABLE FOR PAYMENT OF THE PREPAYMENT  AMOUNT IF BANK EXERCISES
ITS  RIGHT  TO  ACCELERATE  PAYMENT  OF  THE  NOTE,   INCLUDING  WITHOUT  LIMIT,
ACCELERATION  UNDER A DUE-ON-SALE  PROVISION;  (C) BORROWER WAIVES(S) ANY RIGHTS
UNDER SECTION  2954.10 OF THE CALIFORNIA  CIVIL CODE, OR ANY SUCCESSOR  STATUTE;
AND (D)  BANK  HAS MADE THE  LOAN  EVIDENCED  BY THE NOTE IN  RELIANCE  ON THESE
AGREEMENTS. RLW
           -----
BORROWER'S INITIALS

     9. Hold Harmless and Indemnification. Borrower agrees to indemnify Bank and
to hold  harmless  from,  and to  reimburse  Bank on demand for,  all losses and
expenses which Bank sustains or incurs as a result of (I) any payment of a LIBOR
Option  Advance  prior to the last day of the LIBOR period for such LIBOR Option
Advance for any reason,  including  termination of the Note, whether pursuant to
this Addendum or the occurrence of an Event of Default for any reason;  (ii) any
termination  of a LIBOR Period in accordance  with this  Addendum;  or (iii) any
failure by  Borrower,  for any reason,  to borrow any portion of a LIBOR  Option
Advance.

     10. Funding Losses. The  indemnification  and hold harmless  provisions set
forth in this  Addendum  shall  include,  without  limitation,  all  losses  and
expenses  arising  from  interest and fees that Bank pays to lenders of funds it
obtained  in order  to fund the  loans to  Borrower  on the  basis of the  LIBOR
Option(s) and all losses incurred in liquidating or  re-deploying  deposits from
which  such  funds  were  obtained  and  loss of  profit  for the  period  after
termination. A written statement by Bank to Borrower of such losses and expenses
shall be conclusive and binding,  absent manifest error, for all purposes.  This
obligation shall survive the termination of this Addendum and the payment of the
Note.

     11. Regulatory  Developments Or Other Circumstances  Relating to Illegality
or Impracticality of LIBOR. If any Regulatory Development or other circumstances
relating to the  interbank  Euro-dollar  markets  shall,  at any time, in Bank's
reasonable  determination,  make it unlawful or impractical  for Bank to fund or
maintain,  during any LIBOR Period,  to determine or charge interest rates based
upon LIBOR, Bank shall give notice of such circumstances to Borrower and:

          (I)  In the case of a LIBOR Period in  progress,  Borrower  shall,  if
               requested by Bank,  promptly  pay any interest  which had accrued
               prior  to such  request  and the  date of such  request  shall be
               deemed to be the last day of the term of the LIBOR Period; and


                                       6
<PAGE>

          (ii) No  LIBOR  Period  may  be  designated   thereafter   until  Bank
               determines that such would be practical.

[Item 12 deleted and initialed by RLW.]

     13. Legal Effect.  Except as specifically modified hereby, all of the terms
and conditions of the Note remain in full force and effect.

     IN WITNESS WHEREOF, the parties have agreed to the foregoing as of the date
first set forth above.


ACCOM, INC.                                   COMERICA BANK-CALIFORNIA


By: /S/ ROBERT L. WILSON                      By:/s/ AMY AZAR
   --------------------------                    -------------------------------
                                                 Amy Azar
Title:        CFO                                Assistant Vice President
   --------------------------



<PAGE>

[LOGO OMITTED]


                            BORROWER'S AUTHORIZATION

                                                              DATE: JULY 7, 1996

     I (we) hereby authorize and direct COMERICA BANK-CALIFORNIA ("Bank") to pay
to PAYOFF AND CLOSE LOAN #0059970008-26              $           0
                                                     ---------------------------

to__________________________________________________ $__________________________

to__________________________________________________ $__________________________

to__________________________________________________ $__________________________

of the  proceeds  of my (our)  loan  from the  Bank  evidenced  by a note in the
original principal amount of $4,000,000.00, dated JULY 7, 1996.


Borrower(s): ACCOM, INC.


By: /S/ ROBERT L. WILSON                         Its:     CFO
   --------------------------------------            ---------------------------
   Signature of                                   Title (if applicable)

By:______________________________________       Its:____________________________
   Signature of                                   Title (if applicable)

By:______________________________________       Its:____________________________
   Signature of                                   Title (if applicable)

By:______________________________________       Its:____________________________
   Signature of                                   Title (if applicable)


<PAGE>


                     COLLATERAL ASSIGNMENT, PATENT MORTGAGE
                             AND SECURITY AGREEMENT

         This Collateral  Assignment,  Patent Mortgage and Security Agreement is
made as of JULY 7, 1996, by and between ACCOM, INC.  ("Assignor"),  and COMERICA
BANK-CALIFORNIA "Assignee").

                                    RECITALS

     A. Assignee has agreed to lend to Assignor certain funds (the "Loan"),  and
Assignor desires to borrow such funds from Assignee.  The Loan will be evidenced
by  one  or  more  promissory   notes  of  even  date  herewith  (a  "Note"  or,
collectively,  the "Notes") and will be secured in part pursuant to the terms of
a Master Revolving Note of even date herewith (the "Loan Agreement").

     B. In order to include  Assignee to make the Loan,  Assignor  has agreed to
assign  certain  intangible  property to Assignee  for  purposes of securing the
obligations of Assignor to Assignee.

         NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:

         1.  Assignment,  Patent  Mortgage  and Grant of Security  Interest.  As
collateral  security for the prompt and complete  payment and performance of all
of Assignor's  present or future  indebtedness,  obligations  and liabilities to
Assignee,  Assignor  hereby  assigns,  transfers,  conveys and grants a security
interest and mortgage to Assignee,  as security,  Assignor's entire right, title
and interest in, to and under the following (all of which shall  collectively be
called the "Collateral"):

                  (a) Any  and all  copyright  rights,  copyright  applications,
copyright  registrations  and like  protections  in each work or authorship  and
derivative work thereof, whether published or unpublished and whether or not the
same also  constitutes  a trade  secret,  nor or  hereafter  existing,  created,
acquired  or held,  including  without  limitation  those set forth on Exhibit A
attached hereto (collectively, the "Copyrights");


                  (b) Any and all trade  secrets,  and any and all  intellectual
property  rights in computer  software  and  computer  software  products now or
hereafter existing, created, acquired or held;

                  (c)  Any and all  design  rights  which  may be  available  to
Assignor nor or hereafter existing, created, acquired or held;

                  (d) All  patents,  patent  applications  and like  protections
including, without limitation, improvements, divisions, continuations, renewals,
reissues,  extensions and  continuations-in-part  of the same, including without
limitation the patents and patent  applications  set forth on Exhibit B attached
hereto (collectively, the "Patents");

                  (e) Any trademark and servicemark  rights,  whether registered
or not,  applications  to  register  and  registrations  of the  same  and  like
protections,  and the entire goodwill of the business of Assignor connected with
and symbolized by such trademarks,  including without limitation those set forth
on Exhibit C, attached hereto (collectively, the "Trademarks");

                  (f) Any and all claims for damages by way of past, present and
future infringement of any of the rights included above, with the right, but not
the obligation, to sue for and collect such damages for said use or infringement
of the intellectual property rights identified above:

                  (g) All licenses or other rights to use any of the Copyrights,
Patents or Trademarks, and all license fees and royalties arising from such use;
and



<PAGE>

                  (h) All amendments, extensions, renewals and extensions of any
of the Copyrights, Trademarks or Patents; and

                  (i) All  proceeds  and  products of the  foregoing,  including
without  limitation  all payments  under  insurance or any indemnity or warranty
payable in respect of any of the foregoing.

         THE INTEREST IN THE COLLATERAL  BEING ASSIGNED  HEREUNDER  SHALL NOT BE
CONSTRUED  AS A CURRENT  ASSIGNMENT,  BUT AS A CONTINGENT  ASSIGNMENT  TO SECURE
ASSIGNOR'S OBLIGATIONS TO ASSIGNEE UNDER THE NOTE AND SECURITY AGREEMENT.

         2. Authorization and Request. Assignor authorizes and requests that the
Register of Copyrights and the  Commissioner  of Patents and  Trademarks  record
this conditional assignment.

         3. Covenants and Warranties.  Assignor represents,  warrants, covenants
and agrees as follows:

                  (a) Assignor is now the sole owner of the  Collateral,  except
for non-exclusive  licenses granted by Assignor to its customers in the ordinary
course of business  and except for liens,  encumbrances  or  security  interests
described in Schedule 3 attached hereto;

                  (b)  Performance of this  Assignment does not conflict with or
result  in a breach  of any  agreement  to which  Assignor  is party or by which
Assignor is bound;

                  (c)  During  the term of this  Assignment,  Assignor  will not
transfer  or  otherwise  encumber  any  interest in the  Collateral,  except for
non-exclusive licenses granted by Assignor in the ordinary course of business;

                  (d) Each of the Patents is valid and enforceable,  and no part
of the Collateral has been judged invalid or unenforceable, in whole or in part,
and no claim has been made that any part of the  Collateral  violates the rights
of any third party;

                  (e) Assignor  shall promptly  advise  Assignee of any material
change in the  composition of the  Collateral,  including but not limited to any
subsequent  ownership  right of the Assignor in or to any  Trademark,  Patent or
Copyright not specified in this Assignment;

                  (f)  Assignor  shall (i)  protect,  defend  and  maintain  the
validity and enforceability of the Trademarks,  Patents and Copyrights, (ii) use
its  best  efforts  to  detect  infringements  of the  Trademarks,  Patents  and
Copyrights  and promptly  advise  Assignee in writing of material  infringements
detected  and (iii)  not  allow any  Trademarks,  Patents  or  Copyrights  to be
abandoned,  forfeited or dedicated to the public without the written  consent of
Assignee, which shall not be unreasonably withheld; subject to reasonable review
and the  materiality of the trademarks,  patents,  or copyrights by Assignee and
Assignor.
[ADDITION TO PARAGRAPH INITIALED BY RLW.]

                  (g) Assignor shall  promptly  register the most recent version
of any of Assignor's Copyrights,  if not so already registered,  and shall, from
time to time,  execute and file such other  instruments,  and take such  further
actions as  Assignee  may request  from time to time to perfect or continue  the
perfection of Assignee's  interest in the  Collateral to perfect or continue the
perfection of Assignee's interests in the Collateral at Assignor's sole expense.

                  (h) This Assignment creates, and in the case of after acquired
Collateral,  this Agreement will create at the time Assignor first has rights in
such after acquired Collateral, in favor of Assignee a valid and perfected first
priority  security  interest in the Collateral in the United States securing the
payment and performance of the obligations evidenced by the Note upon making the
filings referred to in clause (i) below;

                  (i) Except for,  and upon,  the filing with the United  States
Patent and Trademark  office with respect to the Patents and  Trademarks and the
Register of Copyrights  with respect to the Copyrights  necessary to perfect the
security  interests and assignment  created  hereunder,  and, except as has been
already made or obtained, no authorization,  approval or other action by, and no
notice to or filing  with,  any  governmental  authority or  regulatory  body is
required either (i) for the grant by Assignor of the security  interest  granted
hereby or for the execution,

                                       2

<PAGE>

delivery  or  performance  of  this  Assignment  by  Assignor  or  (ii)  for the
perfection  in the United  States or the  exercise by Assignee of its rights and
remedies hereunder;

                  (j) All information  heretofore,  herein or hereafter supplied
to  Assignee  by or on behalf of  Assignor  with  respect to the  Collateral  is
accurate and complete in all material respects.

                  (k)  Assignor  shall not enter into any  agreement  that would
materially  impair or conflict  with  Assignor's  obligation  hereunder  without
Assignee's prior written consent. Assignor shall not permit the inclusion in any
contract  to which it becomes a party of any  provisions  that could or might in
any way impair or prevent  the  creation of a security  interest  in  Assignor's
rights and  interests  in any property  included  within the  definition  of the
Collateral acquired under such contracts.

                  (l) Upon any officer of Assignor obtaining  knowledge thereof,
Assignor will promptly  notify  Assignee in writing of any event that materially
adversely affects the value of any of the Collateral, the ability of Assignor or
Assignee  to dispose of any of the  Collateral  or the  rights and  remedies  of
Assignee in relation  thereto,  including the levy of any legal process  against
any of the Collateral.

         4.  Assignee's  Rights.  Assignee  shall  have the  right,  but not the
obligation,  to take in the event of default at  Assignor's  sole  expense,  any
actions  that  Assignor  is  required  under this  Assignment  to take but which
Assignor fails to take, after five (5) days' notice to Assignor.  Assignor shall
reimburse  and  indemnify  Assignee for all costs and  expenses  incurred in the
reasonable exercise of its rights under this section 4.
[ADDITION TO PARAGRAPH INITIALED BY RLW.]

         5.  Inspection  Rights.  Assignor  hereby  grants to  Assignee  and its
employees,  representatives  and  agents the right to visit,  during  reasonable
hours upon prior  reasonable  notice to Assignor,  and any of Assignor's and its
subcontractors'  plants  and  facilities  that  manufacture,  install  or  store
products (or that have done so during the prior six-month  period) that are sold
under any of the  Collateral,  and to inspect the products  and quality  control
records relating thereto upon reasonable  notice to Assignor and as often as may
be  reasonably  requested;  provided,  however,  nothing  herein  shall  entitle
Assignee access to Assignor's trade secrets and other proprietary information.

         6.       Further Assurances; Attorney in Fact.

                  (a) On a continuing basis, Assignor will, subject to any prior
licenses, encumbrances and restrictions and prospective licenses, make, execute,
acknowledge and deliver,  and file and record in the proper filing and recording
places  in the  United  States,  all such  instruments,  including,  appropriate
financing and continuation statements and collateral agreements and filings with
the United States Patent and  Trademark  Office and the Register of  Copyrights,
and take all such action as may reasonably be deemed necessary or advisable,  or
as  requested  by  Assignee,  to perfect  Assignee's  security  interest  in all
Copyrights,  Patents and  Trademarks  and  otherwise to carry out the intent and
purposes of this  Collateral  Assignment,  or for  assuring  and  confirming  to
Assignee the grant or perfection of a security interest in all Collateral.

                  (b)  Assignor   hereby   irrevocably   appoints   Assignee  as
Assignor's  attorney-in-fact,  with  full  authority  in the  place and stead of
Assignor and in the name of Assignor,  Assignee or otherwise,  from time to time
in Assignee's discretion, to take any action and to execute any instrument which
Assignee may deem  necessary or  advisable  to  accomplish  the purposes of this
Collateral Assignment, including:

                           (i)  To  modify,   in  its  sole   discretion,   this
Collateral Agreement without first obtaining Assignor's approval of or signature
to such modification by amending Exhibit A, Exhibit B and Exhibit C, thereof, as
appropriate,  to  include  reference  to any  right,  title or  interest  in any
Copyrights,  Patents or  Trademarks  acquired  by Assignor  after the  execution
hereof or to  delete  any  reference  to any  right,  title or  interest  in any
Copyrights,  Patents or Trademarks in which Assignor no longer has or claims any
right, title or interest; and

                           (ii) To  file,  in its sole  discretion,  one or more
financing or continuation statements and amendments thereto,  relative to any of
the Collateral without the signature of Assignor where permitted by law.

           The  assignee  agrees not to exercise  the Power of Attorney  granted
herein  unless  there has been a  material  event of default  or  bankruptcy  is
imminent in the reasonable opinion of the Assignee.
[ADDITION TO PARAGRAPH INITIALED BY RLW.]

                                       3
<PAGE>


         7. Events of Default.  The  occurrence  of any of the  following  shall
constitute an Event of Default under the Assignment:

                  (a) An Event of Default occurs under the Loan Agreement or any
                      Note; or

                  (b) Assignor  breaches  any  warranty  or  agreement  made by
                      Assignor in this Agreement.

         8. Remedies. Upon the occurrence of an Event of Default. Assignee shall
have the  right to  exercise  all the  remedies  of a  secured  party  under the
California  Uniform  Commercial Code,  including without limitation the right to
require  Assignor to assemble the Collateral and any tangible  property in which
Assignee has a security interest and to make it available to Assignee at a place
designated by Assignee. Assignee shall have a nonexclusive, royalty free license
to use the Copyrights, Patents and Trademarks to the extent reasonably necessary
to permit Assignee to exercise its rights and remedies upon the occurrence of an
Event of Default.  Assignor will pay any expenses  (including  attorneys'  fees)
incurred by Assignee in connection with the exercise of any of Assignee's rights
hereunder, including without limitation any expense incurred in disposing of the
Collateral. All of Assignee's rights and remedies with respect to the Collateral
shall be cumulative.

         9. Indemnity.  Assignor  agrees to defend,  indemnity and hold harmless
Assignee and its officers,  employees,  and agents against: (a) all obligations,
demands,  claims,  and  liabilities  claimed or  asserted  by any other party in
connection with the  transactions  contemplated  by this Agreement,  and (b) all
losses or  expenses  in any way  suffered,  incurred,  or paid by  Assignee as a
result  of or  in  any  way  arising  out  of,  following  or  consequential  to
transactions  between  Assignee and Assignor,  whether under this  Assignment or
otherwise (including without limitation attorneys fees and expenses), except for
losses arising from or out of Assignee's gross negligence or willful misconduct.

         10. Reassignment. At such time as Assignor shall completely satisfy all
of the  obligations  secured  hereunder,  Assignee  shall execute and deliver to
Assignor all deeds,  assignments  and other  instruments  as may be necessary or
proper to revest in  Assignor  full title to the  property  assigned  hereunder,
subject to any disposition thereof which may have been made by Assignee pursuant
hereto.

         11.  Course of  Dealing.  No  course of  dealing,  nor any  failure  to
exercise,  nor any delay in exercising any right,  power or privilege  hereunder
shall operate as a waiver thereof.

         12.  Attorneys  Fees.  If any action  relating  to this  Assignment  is
brought by either party hereto  against the other party,  the  prevailing  party
shall be entitled to recover reasonable attorneys fees, costs and disbursements.

         13.  Amendments.  This  Assignment  may be  amended  only by a  written
instrument signed by both parties hereto.

         14.  Counterparts.  This  Assignment  may be  executed  in two or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall constitute the same instrument.

         15. California Law and Jurisdiction.  This Assignment shall be governed
by the  laws of the  State of  California,  without  regard  for  choice  of law
provisions.  Assignor and Assignee consent to the  nonexclusive  jurisdiction of
any state or federal court located in Santa Clara County, California.

         IN WITNESS WHEREOF, the parties hereto have executed this Assignment on
the day and year first above written.

                                       4

<PAGE>


Address of Assignor:                  ASSIGNOR:   ACCOM, INC.

1490 O'Brien Drive                    By:    /s/   ROBERT L. WILSON
Menlo Park, CA 94025                       ------------------------------
                                      Title:         C.O.O   CFO
                                           ------------------------------



Address of Assignee:                  ASSIGNEE:   COMERICA BANK-CALIFORNIA

333 W. Santa Clara St.                By:   /s/   AMY AZAR
San Jose, CA  95113                      ------------------------------
                                            Amy Azar
                                            Assistant Vice President





                                   Exhibit "A"

                               List of Copyrights

                                      None



                                      RLW
                                  INITIAL HERE



<PAGE>


                                    EXHIBIT B

                                     Patents

Description                                                Patent      Issue
-----------                                                Number      Date
                                                           ------      -----
Still Store System and Method With Simple Image Access   5,451,982   09/19/95

Three-Dimensional Median and Recursive Filtering
Apparatus and Method for Video Image Enhancement         5,446,501   08/29/95

Real-Time Disk System                                    5,396,339   03/07/95

Digital Image Compositing System and Method              5,347,622   09/13/94

Three-Dimensional Adaptive Decoding System and Method    5,097,321   03/17/92


                                         RLW
                                     INITIAL HERE




<PAGE>


                                    EXHIBIT C

                                   Trademarks

Trademark                                                     
Application                                                   Application 
Number                                                        Date        
------                                                        ----
75-005,784                                                    10/16/95


Trademark                                                     
Registration                                                  Registration 
Number                                                        Date         
------                                                        ----

1,886,994                                                     04/04/95
1,845,523                                                     07/19/94
1,879,377                                                     02/14/95
1,872,319                                                     01/10/95
1,881,686                                                     02/28/95
1,883,174                                                     03/07/95
1,847,645                                                     08/02/94


                                      RLW
                                  INITIAL HERE



<PAGE>


                             BUSINESS LOAN AGREEMENT

         This Business Loan Agreement (this  "Agreement") is entered into by and
between Comerica  Bank-California  ("Bank") and Accom,  Inc.  ("Borrower") as of
this 23 day of July, 1996.

         1.  Loans to  Borrower.  Bank is  prepared  to make  loans to  Borrower
subject to the terms and conditions of this Agreement,  that promissory  note(s)
executed in connection herewith and/or previously or subsequently  executed, and
all amendments, renewals and extensions thereof (singularly or collectively, the
"Note"),  and those certain  security  agreements  and/or such other security or
other documents as Bank may now or hereafter  require  (collectively,  the "Loan
Documents") in connection  with Loans made now or in the future by Bank pursuant
to the Loan  Documents  sometimes  hereinafter  collectively  referred to as the
"Loan").

         2. Legal Effect. This Agreement supplements the terms and conditions of
the Loan Documents. Except as otherwise specified herein, all terms used in this
Agreement shall have the same meaning as given in the Note and/or Loan Documents
which are incorporated herein by this reference.  Any and all terms used in this
Agreement,  the Note and/or the Loan Documents shall be construed and defined in
accordance  with the meaning and definition  such term under and pursuant to the
California Uniform Commercial Code, as amended.  Except as specifically modified
hereby,  all of the terms and  conditions of the Note and/or the Loan  Documents
shall remain in full force and effect.

         3. Interest Rate;  Payment Terms; Loan Fees. The principal and interest
on the Loan shall be payable on the terms set forth in the Note  and/or the Loan
Documents.  A 1/2%  ($20,000)  loan fee in  equivalent  of fees  and/or  deposit
balances shall be collected quarterly in arrears and automatically  debited from
the general account, as described in Example B. In addition,  Borrower shall pay
such additional loan fees from time to time in the future as agreed between Bank
and Borrower.

         4. Security. As security for Borrower's  obligations to Bank under this
Agreement,  the Note and/or the Loan  Documents and all other  indebtedness  and
liabilities whatsoever of Borrowed to Bank, whether direct or indirect, absolute
or  contingent,  due or to  become  due,  now  existing  or  hereafter  arising,
evidenced   by  the  Note   and/or  the  Loan   Documents   (collectively,   the
"Indebtedness"). Borrower hereby grants to Bank, prior to or simultaneously with
the borrowing hereunder, a continuing security interest of first priority in all
accounts  receivable,  inventory,  equipment  and  intangibles  and all proceeds
thereof,  and in all  collateral  provided  to  Bank  pursuant  to any  security
agreement  and/or all  collateral  that is  delivered  to Bank and/or which Bank
possesses and all proceeds thereof, (collectively, the "Collateral").

         5. Guaranty. [OMITTED. Initialed by RLW]

         6. Conditions  Precedent.  As conditions precedent to the making of the
Loan and the extension of the financial accommodations hereunder, Borrower shall
execute,  or cause to be executed,  and deliver to Bank,  in form and  substance
satisfactory to Bank and its counsel, the following:

                  (a) This  Agreement,  the Note,  and/or the Loan Documents and
such other documents required by Bank;

                  (b) Financing  statements (Form UCC-1) in form satisfactory to
Bank for filing and recording with the appropriate governmental authorities;

                  (c) If Borrowers is a corporation, certified extracts from the
minutes of meeting of its board of directors, authorizing the borrowings and the
granting of the security interest  provided for herein and authorizing  specific
officers to execute and deliver the agreements provided for herein;

                  (d) If  Borrower  is a  corporation,  a  certificate  of  good
standing  showing that Borrower is in good standing  under the laws of the state
of its incorporation  and certificates  indicating that Borrower is qualified to
transact  business  and is in good  standing  in any  other  state  in  which it
conducts business;

                  (e)  If  Borrower  is a  partnership,  a  copy  of  Borrower's
partnership agreement certified by each general partner of Borrower;

                  (f) UCC searches, tax lien and litigation searches, fictitious
business statement  filings,  insurance  certificates,  notices or other similar
documents which Bank may require and in such form as Bank may require,  in order
to reflect,  perfect or protect Bank's first priority  security  interest in the
Collateral and in order to fully consummate all of the transactions contemplated
under this Agreement, the Note and/or the Loan Documents;

                  (g) Waivers  executed by landlords and  mortgagees of any real
property on which any Collateral is located;



                                       1
<PAGE>

                  (h)      Warranties and representations of officers; and

                  (i)      Payment of all loan fees and expenses, if any.

         7. Representations and Warranties of Borrower.  Borrower represents and
warrants to Bank that as of the date of acceptance of this  Agreement,  the Note
and/or the Loan  Documents,  as of the date of  borrowing  hereunder  and at all
times the Loan or any other Indebtedness are outstanding heredunder:

                  (a) If Borrower is a corporation,  Borrower is duly organized,
validly  existing  and in good  standing  under  the  laws of the  state  of its
incorporation;  or if a  partnership,  Borrower  is duly  organized  and validly
existing under the partnership agreement and the applicable laws of the state in
which the partnership is formed or exists;

                  (b)  Borrower  has the legal power and  authority,  to own its
properties and assets and to carry out its business as now being  conducted;  it
is qualified to do business in every jurisdiction  wherein such qualification is
necessary;  it has the legal power and  authority  to execute  and perform  this
Agreement, the Note and/or the Loan Documents to borrow money in accordance with
its terms, to execute and deliver the Note and the Loan Documents, and to do any
and all other things required of it hereunder;  and this Agreement, the Note and
all the  Loan  Documents,  when  executed  on  behalf  of  Borrower  by its duly
authorized  officers,  shall  be  its  valid  and  binding  obligations  legally
enforceable in accordance with their terms;

                  (c) The execution, delivery and performance of this Agreement,
the Note and/or the Loan Documents and the  borrowings  hereunder and thereunder
(i) have been duly  authorized by all requisite  corporate  action;  (ii) do not
require  governmental  approval;  (iii) will not result (with or without  notice
and/or the passage of time) in any  conflict  with or breach or  violation of or
default under,  any provision of law, the articles of  incorporation,  bylaws or
partnership agreement of Borrower, any provision of any indenture,  agreement or
other  instrument  to which  Borrower  is a party,  or by which it or any of its
properties  or assets are bound;  and (iv) will not  result in the  creation  or
imposition of any lien,  charge or encumbrance of any nature whatsoever upon any
of the properties or assets of Borrower;

                  (d) The  balance  sheet of  Borrower  as  provided  to Bank in
connection  herewith  and the related  statement  of income of Borrower  for the
period ended  5/25/96,  fairly  present the  financial  condition of Borrower in
accordance with accounting principles ("GAAP"); and from the date thereof to the
date  hereof,  there has been no material  adverse  change in such  condition or
operations; and

                  (e)  There  is not  pending  nor,  to the  best of  Borrower's
knowledge, threatened, any litigation,  proceeding or governmental investigation
which  could  materially  and  adversely  affect its  business or its ability to
perform its obligations,  pay the Indebtedness  and/or comply with the covenants
set forth herein and/or in the Note and/or the other Loan Documents.

         8.  Affirmative  Covenants.  Until  the  Indebtedness  is paid in full,
Borrower covenants and agrees to do the following:

                  (a)  Furnish  within  thirty  (30) days  after the end of each
month, a  company-prepared  balance sheet and profit and loss statement covering
Borrower's operations,  10Q's within forty-five (45) days after the quarter-end,
and deliver to Bank within one hundred  twenty  (120) days of the end of each of
Borrower's  fiscal years a statement of the financial  condition of Borrower for
each such fiscal year,  including but not limited to, a (an) CPA-audited balance
sheet and profit and loss statement, 10K, and any other report requested by Bank
relating to any  Collateral  and the  financial  condition  of  Borrower,  and a
certificate signed by an authorized  employee of Borrower to the effect that all
reports, statements,  computer disc or tape files, computer printouts,  computer
runs or other computer  prepared  information of any kind or nature  relating to
the foregoing or documents  delivered or caused to be deliver to Bank under this
subparagraph  are  complete,   correct  and  thoroughly  present  the  financial
condition  of Borrower  and that there exists on the date of delivery to Bank no
condition or event which  constitutes a breach or an event of default under this
Agreement,  the  Note  and/or  the  Loan  Documents.   Monthly  company-prepared
financial statements and covenant compliance  certificates to be received within
30 days of month-end until first quarter of net profitability is attained. After
reaching  first  quarter  of  net  profitability,   quarterly  company  prepared
financial statements,  10Q's and covenant compliance certificates to be received
within 45 days of quarter-end.

                  (b) In addition to the financial  statements  requested above,
Borrower agrees to provided Bank with the following schedules:

         X Accounts  Receivable  Aging Reports on a monthly basis within 15 days
of month-end

         X Accounts Payable Aging Summary on a monthly basis; and within 15 days
of month-end

if no borrowings on line of credit,  quarterly accounts receivable aging reports
and accounts payable aging summary to be received within 15 days of quarter-end.

                                       2

<PAGE>


                  (c)  Promptly  inform Bank of the  occurrence  of any event of
default (as defined in the Note and/or the Loan Documents) or of any event which
could have a materially  adverse effect upon  Borrower's  business,  properties,
financial  condition  or  ability  to  comply  with its  obligations  hereunder,
including without limitation its ability to pay the indebtedness;

                  (d)  Furnish  such other  information  as Bank may  reasonably
request;

                  (e)  Keep in full  force  and  effect  its  own  corporate  or
partnership  existence  in good  standing;  continue  to conduct and operate its
business  substantially  as  presently  conducted  and operated and maintain and
protect all  franchises  and trade names and preserve  all the  remainder of its
property used or useful in the conduct of its business and keep the same in good
repair and condition;

                  (f) Comply with the financial  covenants set forth in Addendum
A, attached hereto and made a part hereof;

                  (g) Maintain a standard  and modern  system of  accounting  in
accordance with GAAP  consistently  applied with ledger and account cards and/or
computer  tapes and computer  disks,  computer  printouts  and computer  records
pertaining to the Collateral which contain  information as may from time to time
be requested by Bank, no modify or change its method of  accounting  without the
written  consent of Bank first  obtained,  permit Bank and any of its employees,
officers, or agents, upon demand, during Borrower's usual business hours, or the
usual business hours of any third person having control thereof,  to have access
to and examine all of Borrower's records relating to the Collateral,  Borrower's
financial  condition and the results of Borrower's  operations and in connection
therewith,  permit Bank or any of its agents,  employees, or officer to copy and
make extracts therefrom;

                  (h) Provide  personal  financial  statement on an annual basis
and tax returns of any Guarantor,  within thirty (30) days of the filing of such
tax returns;

                  (i)  Maintain  Borrower's  same  place  of  business  or chief
executive  office or residence as indicated below, and not relocate said address
without giving Bank prior written notice; and

                  (j)  Maintain   insurance  in  such  amounts  and  of  a  type
satisfactory  to  Bank,  with  Bank to be  designated  as the  payee of any such
insurance policies.

         9. Negative Covenants. Borrower shall not, without Bank's prior written
consent, do any of the following:

                  (a) Grant a security  interest  in or permit a lien,  claim or
encumbrance  upon  any  of the  Collateral  to any  person,  association,  firm,
corporation, entity, governmental agency or instrumentality;

                  (b)  Permit  any  levy,  attachment  or  restraint  to be made
affecting any of Borrower's assets;

                  (c) Permit any judicial officer or assignee to be appointed or
to take possession of any or all of Borrower's assets;

                  (d) Other than sales of inventory  in the  ordinary  course of
Borrower's business,  to sell, lease or otherwise dispose of, move, or transfer,
whether by sale or otherwise, any of Borrower's assets;

                  (e) Change its name, business structure, corporate identity or
structure; add any new fictitious name, liquidate,  merge or consolidate with or
into any other business organization;

                  (f) Move or relocate  any  collateral  except in the  ordinary
course of Borrower's business;

                  (g) Enter  into any  transaction  not in the  usual  course of
Borrower's business;

                  (h)  Make  any   investment   in  securities  of  any  person,
association,  firm,  entity or corporation  other than  securities of the United
States of America;

                  (i) Make any change in  Borrower's  financial  structure or in
any of its business objects, purposes or operations which would adversely affect
the ability of Borrower to pay its obligations;

                  (h) Incur any debt outside the ordinary  course of  Borrower's
business;

                  (i) Make any advance or loan except in the ordinary  course of
Borrower's business as currently conducted;

                  (j) Make  loans,  advances  of  extensions  of  credit  to any
person, except for sales on open account and otherwise in the ordinary course of
business;

                  (k) Guaranty or otherwise,  directly or indirectly, in any way
be or become  responsible  for  obligations  of any other person,  whether by or
agreement to purchase the indebtedness of any other person,

                                       3

<PAGE>


agreement for the furnishing of funds to any other person through the furnishing
of goods, supplies or services, by way of stock purchase,  capital contribution,
advance or loan,  for the  purpose of paying and  discharging  (or  causing  the
payment or discharge of) the  indebtedness  of any other  person,  or otherwise,
except for the endorsement of negotiable instruments by Borrower in the ordinary
course of business for deposit or collection;

                  (l) Sell,  lease,  transfer or otherwise dispose of properties
and assets  having an aggregate  book value of more than Five  Hundred  Thousand
Dollars  ($500,000)  (whether in one transaction or in a series of transactions)
except as to the sale of the  inventory  in the  ordinary  course  of  business;
change its name, consolidate with or merge into any corporation,  permit another
corporation to merge into it, acquire all or substantially all of the properties
or assets of any other person, enter into any reorganization or recapitalization
or reclassify its capital stock, or enter into any sale-lease back transaction;

                  (m)  Purchase  or  hold   beneficially   any  stock  or  other
securities of, or make any investment or acquire any interest whatsoever in, any
other person,  except for the common stock of the subsidiaries owned by Borrower
on the  date  of  this  Agreement  or  other  applicable  date  and  except  for
certificates  of deposit with  maturities of one year or less of a United States
commercial  bank with capital,  surplus and  undivided  profits in excess of one
hundred million  dollars  ($100,000,000),  and direct  obligations of the United
States  government  maturing  within  one (1) year from the date of  acquisition
thereof; or

                  (n) Allow any fact,  condition or event to occur or exist with
respect  to  any  employee,  pension  or  profit  sharing  plan  established  or
maintained by it which might constitute grounds for termination of any such plan
or for the court appointment of a trustee to administer any such plan.

         10. Default. The term "Default", as used herein, shall have the meaning
given in the Note and/or the Loan Documents. In addition, the parties agree that
any one or more of the following  events shall  constitute a default by Borrower
under this Agreement,  the Note and/or the Loan Documents: (a) if Borrower fails
or  neglects  to  perform,  keep or  observe  any  term,  provision,  condition,
covenant, agreement, warranty or representation contained in this Agreement, the
Note,  the Loan  Documents  or any other  present  or future  agreement  between
Borrower and Bank;  (b) if any  material  representation,  statement,  report or
certificate made or delivered by Borrower, or any of its officers,  employees or
agents to Bank is not true and  correct;  (c) if Borrower  fails to pay when due
and payable or declared due and payable,  all or any portion of the Indebtedness
(whether or principal,  interest,  taxes,  reimbursement  of Bank  expenses,  or
otherwise);  (d) if there is a material  impairment of the prospect of repayment
of all or any portion of Borrower's  obligations,  including without  limitation
the  Indebtedness  or a material  impairment  of the value or priority of Bank's
security interest in the collateral;  (e) if all or any of Borrower's assets are
affected,  become subject to a writ or distress warrant,  or are levied upon, or
come into the  possession  of any judicial  officer or assignee and the same are
not released,  discharged or bonded against within ten (10) days thereafter; (f)
if any  insolvency  proceeding  is filed or  commenced  by or  against  Borrower
without being dismissed within ten (10) days  thereafter;  (g) if any proceeding
is filed or commenced by or against  Borrower for its dissolution or liquidation
without  being  dismissed  within  ten  (10)  days of its  commencement;  (h) if
Borrower is  enjoined,  restrained  or in any way  prevented by court order from
continuing to conduct all or any material part of its business affairs; (i) if a
notice of lien, levy or assessment is filed of record with respect to any or all
of Borrower's assets by the United States Government, or any department,  agency
or  instrumentality  thereof,  or by  any  state,  county,  municipal  or  other
governmental agency, or if any taxes or debts owing at any time hereafter to any
one or more of such entities becomes a lien,  whether choate or otherwise,  upon
any or all of the Borrower's assets and the same is not paid on the payment date
thereof; (j) if a judgment or other claim becomes a lien or encumbrance upon any
or all of Borrower's  assets and the same is not satisfied,  dismissed or bonded
against within ten (10) days thereafter;  (k) if Borrower's records are prepared
and kept by an outside computer  service bureau at the time this Agreement,  the
Note  and/or  the Loan  Documents  are  entered  into or during the term of this
Agreement, the Note and/or the Loan Documents, such an agreement with an outside
service  bureau is  entered  into,  and at any time  thereafter,  without  first
obtaining the written consent of Bank, Borrower terminates,  modifies, amends or
changes its contractual  relationship  with said computer service bureau or said
computer service bureau fails to provide Bank with any requested  information or
financial data pertaining to Bank's Collateral,  Borrower's  financial condition
or the results of Borrower's  operations;  (l) if Borrower  permits a default in
any material  agreement to which Borrower is a party with third parties so as to
result in an acceleration of the maturity of Borrower's  indebtedness to others,
whether under any indenture,  agreement or otherwise;  (m) if Borrower makes any
payment on account of  indebtedness  which has been  subordinated  to Borrower's
obligations to Bank,  including without limitation the Indebtedness;  (n) if any
material   misrepresentation  exists  now  or  thereafter  in  any  warranty  or
representation  made to Bank by any officer or director of  Borrower,  or if any
such warranty or representation is withdrawn by any officer or director;  (o) if
any  party  subordinating  its  claims to that of  Bank's  or any  guarantor  of
Borrower's  obligations  terminates  its  subordination  or  guaranty,   becomes
insolvent  or any  insolvency  proceeding  is  commenced  by or against any such
subordinating party or guarantor;  (p) if Borrower is an individual and Borrower
dies;  (q) if there is a change of  ownership  or control of n/a percent ( %) or
more of the issued and outstanding  stock of Borrower;  or (r) if any reportable
event, which the Bank determines  constitutes grounds for the termination of any
deferred  compensation  plan by the Pension Benefit Guaranty  Corporation or for
the appointment by the appropriate  Untied States District Court of a trustee to
administer any such plan, shall have occurred and be continuing thirty (30) days
after written notice of such determination  shall have been given to Borrower by
Bank, or any such Plan shall be terminated within the meaning of Title IV of the
Employment  Retirement  Income  Security Act  ("ERISA"),  or a trustee  shall be
appointed by the appropriate Untied States District Court to administer any such
plan, or the Pension Benefit Guaranty Corporation shall institute proceedings to
terminate any plan and in case of any event described in this

                                       4
<PAGE>

Section 10, the  aggregate  amount of the  Borrower's  liability  to the Pension
Benefit  Guaranty  Corporation  under Sections 4062, 4063 or 4064 of ERISA shall
exceed five percent (5%) of  Borrower's  Tangible  Effective  Net Worth.  (s) It
shall be an event of default  hereunder and under the Loan  Documents if for any
reason Bank's security interest in any collateral is not in first priority.

         Notwithstanding  anything contained in this Section 10 to the contrary,
Bank shall refrain from  exercising its rights and remedies and Event of Default
shall  thereafter  not be deemed to have occurred by reason of the occurrence of
any of the events  set forth in  Sections  10(e),  10(f),  10(j),  10(r) of this
Agreement if, within ten (10) days from the date thereof,  the same is released,
discharged, dismissed, bonded against or satisfied; provided, however, that Bank
shall not be  obligated to make  advances to Borrower  during only such ten (10)
day cure period.

         11.  Rights and  Remedies.  The  parties  have  agreed as follows  with
respect to Bank's rights and remedies upon default: (a) upon default, Bank shall
have all rights and remedies available hereunder and under the Note and the Loan
Documents and under  applicable  law: (b) upon default,  Bank may at its option,
accelerate the  Indebtedness  and declare all  Indebtedness to be due, owing and
payable in full; (c) no default (as defined in this  Agreement,  the Note and/or
the Loan  Documents)  shall be waived by Bank  except in writing and a waiver of
any default shall not be a waiver of any other default or of the same default on
a future  occasion;  (d) no single or partial  exercise  of any right,  power or
privilege  hereunder,  or any delay in the exercise hereof, shall preclude other
or further exercise of the rights of the parties under this Agreement,  the Note
and/or  the  Loan  Documents;  and  (e) no  forbearance  on the  part of Bank in
enforcing  any of its rights  under  this  Agreement,  the Note  and/or the Loan
Documents nor any renewal, extension or rearrangement of any payment or covenant
be made or performed by Borrower  hereunder shall  constitute a waiver of any of
the terms of this Agreement, the Note, and/or the Loan Documents, or of any such
right.

         12.  Cross-Default.  A default  under  this  Agreement  shall also be a
default under the Note and the Loan  Documents,  and vice versa. A default under
this Agreement, the Note and/or the Loan Documents shall also be a default under
every other note and other agreement between Bank and Borrower, and vice versa.

         13.  Cross-Collateral.  Any  Collateral  for this  Agreement,  the Note
and/or the Loan  Documents  shall also be Collateral  for any other  obligations
owing by Borrower  to Bank,  except that no real  property  collateral  shall be
security  for the Note  pursuant to this  paragraph  unless Bank gives its prior
written express consent therein.

         14. Survival of Covenants, Agreements,  Representations and Warranties.
All covenants,  agreements,  representations  and warranties (a) previously made
(except as specifically  subsequently modified); (b) made in connection herewith
or with the Note  and/or the Loan  Documents  and/or any  document  contemplated
hereby; or (c) executed  hereafter  (unless such document  expressly states that
this Agreement does not apply thereto) shall survive the borrowing hereunder and
thereunder  and the repayment in full of the Note and/or the Loan  Documents and
any amendments,  renewals or extensions thereof and shall be deemed to have been
relied  upon by Bank.  All  statements  contained  in any  certificate  or other
document  delivered  to  Bank at any  time by or on  behalf  of  Borrower  shall
constitute representations and warranties by Borrower.

         15.  Miscellaneous.  The parties agree to the  following  miscellaneous
terms:

                  (a) This  Agreement,  the Note and the Lon Documents  shall be
governed by California law, without regard for the effect of conflict of laws;

                  (b)  Borrower  agrees that it will pay all out of pocket costs
of Bank and expenses (including,  without limitation, Bank's attorneys' fees and
costs and/or fees and costs of Bank's in house  counsel)  and other  expenses in
connection  with the  preparation  of this  Agreement,  the Note and/or the Loan
Documents and/or the documents contemplated hereby;

                  (c) This  Agreement,  the Note and/or the Loan Documents shall
inure to the benefit of and shall be binding  upon the parties  hereto and their
respective  successors and assigns;  provided,  however, that Borrower shall not
assign or  transfer  its right or  obligations  under this  Agreement,  the Note
and/or the Loan Documents without the prior written consent of Bank;

                  (d) Borrower  acknowledges that Bank may  provide  information
regarding  Borrower and the Loan to Bank's parent,  subsidiaries  and affiliates
and service  providers in the ordinary  course of business as required by law or
regulation, and

                  (e) This  Agreement is an integrated  agreement and supersedes
all prior  negotiations and agreements  regarding the subject matter hereof. Any
amendments hereto shall be in writing and be signed by all parties hereto.

         IN WITNESS  WHEREOF,  the parties  have  executed  this  Business  Loan
Agreement as of the date first set forth above.

                                       5

<PAGE>

                                    Borrower:


                                   Accom, Inc.
                                   1490 O'Brien Drive, Menlo Park, CA 94025


                                   By:   /s/ ROBERT L. WILSON
                                      ------------------------------------------
                                   Title:  Exec VP  C.O.O. CFO
                                      ------------------------------------------

                                   Comerica Bank-California
                                   ("Bank")

                                   By: /s/ AMY AZAR
                                      ------------------------------------------
                                   Title: AVP
                                      ------------------------------------------

                                       6

<PAGE>
                      ADDENDUM A TO BUSINESS LOAN AGREEMENT

         1.       Definitions Relating to Financial Covenants.

                  Cash Flow as used in this  Agreement  means for any applicable
period of  determination,  the net income (after  deduction for income taxes and
other taxes of Borrower or its  subsidiaries,  determined by reference to income
or profits of Borrower or its subsidiaries) for such period, plus, to the extent
deducted in  computation  of such net  income,  the amount of  depreciation  and
amortization  expense  and the amount of  deferred  tax  liability  during  such
period,  all as determined in accordance  with GAAP.  The  applicable  period of
determination will be N/A, beginning with the period from N/A.

                  Current  Assets  as  used in this  Agreement  means  as of any
applicable date of determination,  all cash, non-affiliated accounts receivable,
United States  government  securities  and/or  claims  against the United States
government,  securities  acceptable  to Bank  inventories  of  Borrower  and its
subsidiaries.

                  Current  Liabilities as used in this Agreement means as of any
applicable  date  of  determination,  (i) all  liabilities  of  Borrower  or its
subsidiaries  that  should be  classified  as current in  accordance  with GAAP,
including  without  limitation any portion of the principal of the  Indebtedness
under this Agreement,  the Note and/or the Loan Documents classified as current,
plus (ii) to the extent not otherwise  included,  all liabilities of Borrower to
any of its affiliates (including officers, directors,  subsidiaries and commonly
held companies), whether or not classified as current in accordance with GAAP.

                  Fixed  Charges  as  used  in this  Agreement  means  as of any
applicable   period  of   determination   with   respect  to  Borrower  and  its
subsidiaries,  the sum, without duplication, of (a) all interest paid or payable
during such period by Borrower or its subsidiaries on debt of such person;  plus
(b) all payments of  principal or other sums paid or payable  during such period
by such person with respect to Debt having a final  maturity  more than one year
from the date of creation of such Debt;  plus (c) all debt  discount and expense
amortized  or required to be amortized  during such period by such person;  plus
(d) the maximum  amount of all rents and other  payments  paid or required to be
paid by such  person  during such  period  under any lease or other  contract or
arrangement  providing for use of real or personal  property in respect of which
such person is obligated as a lessee,  user or obligor;  plus (e) all  dividends
and other  distributions  paid or payable by  Borrower  or its  subsidiaries  or
otherwise  accumulating  during such period on any capital  stock of Borrower or
its  subsidiaries;  plus (f) all loans or other advances made by Borrower or its
subsidiaries  during such period to any affiliate of such person. The applicable
period of determination will be N/A, beginning with the period from N/A to N/A.

                  Quick  Assets  as  used  in  this  Agreement  means  as of any
applicable date of determination,  the cash and net accounts  receivable arising
from the sale of goods and services of Borrower and its subsidiaries.

                  Tangible  Effective Net Worth as used in this Agreement  means
net worth as determined in accordance with GAAP  consistently  applied as of any
applicable date of  determination,  increased by subordinated  debt, if any, and
decreased by the following:  Patents,  licenses,  goodwill,  subscription lists,
organization  expenses,  trade accounts receivable converted to notes, money due
from affiliates (including officers,  directors,  subsidiaries and commonly held
companies), and any soft assets such as $100,000 invested in Lightscape.

                  Tangible Net Worth as used in this Agreement  means, as of any
applicable date of determination, the excess of:

                  (a) the net book value of all assets of a person  (other  than
patents,  patent  rights,  trademarks,  trade  names,  franchises,   copyrights,
licenses,   goodwill  and  similar  intangible  assets)  after  all  appropriate
deductions in accordance with GAAP (including, without limitation,  reserves for
doubtful receivables, obsolescence, depreciation and amortization), over

                  (b)      all total liabilities

                  Total  Liabilities as used in this  Agreement  means as of any
applicable date, the total of all items of indebtedness, obligation or liability
which,  in  accordance  with GAAP  consistently  applied,  would be  included in
determining  the total  liabilities of Borrower or its  subsidiaries,  including
without limitation (a) all obligations secured by any mortgage, pledge, security
interest  or other  lien on  property  owned  or  acquired,  whether  or not the
obligations  secured thereby shall have been assumed;  (b) all obligations which
are capitalized lease obligations; and (c) all guaranties, endorsements or other
contingent or surety  obligations  with respect to the  indebtedness  of others,
whether or not reflected on the balance sheets of Borrower or its  subsidiaries,
including  without  limitation  any  obligation  to furnish  funds,  directly or
indirectly through the purchase of goods, supplies, services, or by way of stock
purchase, capital contribution,  advance or loan or any obligation to enter into
a contract for any of the foregoing.

                  Subordinated Debt as used in this Agreement means indebtedness
of Borrower to third parties  which has been  subordinated  to all  indebtedness
owing by Borrower  to Bank  pursuant to a  subordination  agreement  in form and
content satisfactory to Bank.

                                       7
<PAGE>

                  Working  Capital  as used in this  Agreement  means  as of any
applicable date of determination, Current Assets less Current Liabilities.

                  Other.  N/A 
                         -------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


         2. Financial Covenants. Borrower shall maintain the following financial
ratios and covenants on a and non-consolidated basis:

                  (a)   Working  Capital   in  an  amount  not  less  than  N/A;

                  (b)  Tangible Effective  Net Worth in an amount less than N/A;

                  (c) a ratio of Current  Assets to Current  Liabilities  of not
less than N/A;

                  (d) a ratio of Quick Assets to Current Liabilities of not less
than 1.5x;

                  (e) a ratio of Total  Liabilities  to Tangible  Effective  Net
Worth of less than .75x;

                  (f) a ratio of Cash  Flow to Fixed  Charges  of not less  than
N/A;

                  (g) No two consecutive  quarters of losses with no one quarter
loss to exceed $250,000.

                  (h) Annual net profitability beginning with YE9/30/97.

                  (i) Annual YE9/30/96 net loss not to exceed $1,000,000.
                      [Initialed by RLW.]

                  (j) Borrower  shall not without  Bank's prior written  consent
acquire or expend for or commit  itself to acquire or expend for fixed assets by
lease,  purchase or otherwise in an aggregate  amount that exceeds n/a ($______)
except in any fiscal year;

                  (k) Borrower  shall not,  unless  approved in writing by Bank,
merge  into  or  otherwise  consolidate  with  another  person,  corporation  or
partnership  nor shall it sell or  otherwise  dispose of assets in excess of n/a
($______) except in the ordinary course of Borrower's business; and

                  (l) Borrower  shall not without  Bank's prior written  consent
pledge or otherwise  hypothecate  any of its assets  except for n/a nor shall it
become liable for borrowed  money or finance  loans in excess of n/a  ($_______)
during any fiscal year.

                  (m) Other applicable terms:  Annual Bank A/R audits and annual
projections.

                  (n)  Borrowings  on line of credit not to exceed 100% of prior
month-end's gross accounts receivable.

All financial  covenants shall be computed in accordance with GAAP  consistently
applied except as otherwise specifically set forth in this Agreement. All monies
due from affiliates  (including  officers,  directors and shareholders) shall be
excluded from Borrower's assets for all purposes hereunder.



/s/ RLW
-------------------
Debtor's Initials

                                       8

<PAGE>


                                    Example B

$2,000 average service charges/quarter x 4=$8,000 service charges/year

$8,000 service charges/year divided by 5.10% 
(earnings credit rate as of quarter end) =  $156,862 average 
                                            investable balances to be
                                            kept to cover service charges

$20,000 Bank fee/3% (Bank profit on demand deposits)  =  $666,666 investable
                                                         balances

9.98% Federal Reserve Requirement x ($666,666 + $156,862) = $82,188

Total balances to be held in general depository account =  $905,716
                                                           ========


If actual investable balance is lower than $905,716, a fee would be collected at
the end of the quarter.  For example, if actual investable balance at the end of
the quarter was  $535,000,  then  quarterly  fee would be $2,780  calculated  as
follows:

     $905,716 - $535,000=$370,716 balance shortfall

     $370,716 x 3% (Bank profit on demand deposits)=$11.121/4=$2,780 fee/quarter
                                                              ==================