ACCOM INC
THIRD AMENDMENT AGREEMENT AND WAIVER
<DOCUMENT>
<TYPE>EX-10.12.2
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>THIRD AMENDMENT AGREEMENT AND WAIVER
<TEXT>



                                                                 Exhibit 10.12.2

                     American Bankers Insurance Group, Inc.

                                January 29, 2001

Accom, Inc.
1490 O'Brien Drive
Menlo Park, CA 94025
Attn:    Junaid Sheikh

               Accom, Inc. - Third Amendment Agreement and Waiver

Dear Sirs:

         We refer you to the Senior Subordinated Convertible Notes due March 12,
2004, (the "Notes") of Accom,  Inc. (the "Company") issued March 12, 1999 to the
persons  listed on Annex I to the Purchase  Agreement  (as herein  defined) (the
"Holders")  in the amounts set forth  opposite the names of such persons on said
Annex I and the  Note  Purchase  Agreement,  dated  as of March  12,  1999  (the
"Purchase Agreement") among the Company and the Holders.  Capitalized terms used
herein without  definition  shall have the same meanings  herein as specified in
the Notes and the Purchase  Agreement,  as applicable,  without giving effect to
this Third Amendment Agreement.

         On October  25,  2000,  the  American  Bankers  Insurance  Group,  Inc.
("ABIG"),  as the Holder of at least 50% of the aggregate  outstanding principal
amount of the Notes, waived through September 30, 2000 certain Events of Default
under Section 13(c) of the Notes that had occurred due to failure on the part of
the Company to comply with the covenants contained in Section 11(k) and 11(l) of
the Notes for a period of more than 30 days (the  "Existing  Events of Default")
pursuant  to a September  2000  Agreement  of Waiver  dated as of such date (the
"September  2000 Waiver").  Subsequently,  the Company and ABIG have agreed that
the Notes be  amended,  with  effect  from  October  1,  2000,  to (i) cause the
Conversion  Price,  as in effect on such date, to be reduced from $1.30 to $1.00
and (ii) to amend certain of the conditions relating to prepayment of the Notes,
in each case, on the terms and conditions  contained  herein.  In addition,  the
Company  has  requested  the  Holders to grant a further  limited  waiver of the
Existing Events of Default through March 31, 2001(the "Basic Waiver") and, under
certain  circumstances,  through September 30, 2001(the "Extended Waiver"),  and
the Holders would be willing,  subject to the satisfaction of the conditions set
forth in  Section  4(a) and  Section 4 (b)  hereof,  respectively,  to grant the
Company the Basic Waiver and the Extended Waiver.

         1.   Basic Waiver Relating to the Existing Events of Default.  Pursuant
              to Section 12 of the Notes,  compliance  by the  Company  with the
              covenant  contained in Section 11(1) and the covenant contained in
              Section  11(k)  of the  Notes is  hereby

<PAGE>


              waived for all  periods  through  and  including  March 31,  2001;
              provided,  however,  that unless the  Extended  Waiver  shall have
              become  effective,  the  Company  shall be required to comply with
              said  covenants on and as of June 30, 2001  without  regard to the
              30-day grace period contained in Section 13(c) of the Notes.

         2.   Extended Waiver  Relating to the Existing  Events of Default.  (a)
              Pursuant  to  Section  12 of the  Notes,  subject  as set forth in
              paragraph  (b) below,  compliance by the Company with the covenant
              contained in Section  11(1) and the covenant  contained in Section
              11(k) of the Notes  will be waived,  from and as of the  effective
              date specified in Section 4(b) for all periods  thereafter through
              and including  September  30, 2001;  provided,  however,  that the
              Company shall be required to comply with said  covenants on and as
              of December  31, 2001,  without  regard to the 30-day grace period
              contained in Section 13(c) of the Notes.

              (b) The Waiver set forth in paragraph (a) above is contingent upon
              the  Company  having  obtained,  on or prior to June 30,  2001,  a
              binding  commitment  (the "New Senior  Commitment")  from a senior
              lender to make loans to the Company from and after such date in at
              least the same amount and on terms and conditions substantially as
              favorable  (including  the terms and conditions on which the Notes
              shall be subordinated to loans made to the Company pursuant to the
              New Senior  Commitment) as the terms and conditions  applicable to
              the  Company's  existing  arrangements  with the  Provident  Bank,
              except that the maturity date of the New Senior  Commitment  shall
              be no earlier than December 31, 2001, it being  understood that an
              extension of such existing  arrangements  until such date shall be
              deemed to satisfy this condition.

         3.   Amendment to the Notes.  Pursuant to Section 12 of the Notes, each
              of the Notes is hereby  amended,  with effect from  September  30,
              2000, as follows:

                  (i) Section  5(a)(i).  Section  5(a)(i) of the Notes is hereby
              amended by deleting it in its entirety and  substituting  therefor
              the following new Section 5(a)(i):

                        "(i) The Common Stock, $.001 par value ("Common Stock"),
                         of the Company shall, at the time such notice is given,
                         have  been  traded  during  the  twenty   trading  days
                         immediately preceding the date of such prepayment,  and
                         the price per share during such period shall not at any
                         time have been less than $3.75; and"

                  (ii) Section  5(a)(iii)(1).  Section 5(a)(iii)(1) of the Notes
              is hereby  amended by deleting  the number  "200,000"  in the last
              line thereof and substituting therefor the number "150,000".

                  (iii)  Section  5(b).  Section  5(b) of the  Notes  is  hereby
              amended by deleting it in its entirety and  substituting  therefor
              the following new Section 5(b)

                        "(b) On and at any time after the first  anniversary  of
                        the  Closing  Date,  upon  notice  given as  provided in
                        Section 6, the Company may, at its option, prepay all or
                        any  portion  of the Notes at  122.5%  of the  principal
                        amount thereof so to be prepaid."


                                       2
<PAGE>


                  (iv)  Section  10(a).  Section  10(a) of the  Notes is  hereby
              amended by deleting  the dollar  amount  "$1.30" in the sixth line
              thereof and substituting therefor the dollar amount "$1.00".

         4.   Representations  and  Warranties  of  the  Company.   The  Company
              represents and warrants to each Holder as follows:

                  (i)  Organization,  Qualifications  and Corporate  Power.  The
              Company is a corporation  duly organized,  validly existing and in
              good standing under the laws of the State of Delaware.

                  (ii)  Authorization  of  Agreements;  Etc..  Each  of (a)  the
              execution  and  delivery  by the  Company of this Third  Amendment
              Agreement  and  (b)  the   performance   by  the  Company  of  its
              obligations  under  the  Notes as  amended  hereby  have been duly
              authorized by all requisite  corporate action and will not violate
              any  provision  of law,  any order of any court or other agency of
              government,  the  Certificate  of  Incorporation  or Bylaws of the
              Company, or any provision of any material indenture,  agreement or
              other instrument to which the Company is a party or by which it or
              its  properties or assets is bound or affected,  or conflict with,
              result in a material  breach of or constitute  (with due notice or
              lapse  of  time  or  both)  a  material  default  under  any  such
              indenture,  agreement  or  other  instrument,  or  result  in  the
              creation or imposition of any material lien, charge or encumbrance
              of any nature  whatsoever  upon any of the properties or assets of
              the Company.

                  (iii) Validity.  This Third Amendment  Agreement has been duly
              executed and delivered by the Company and constitutes, and each of
              the Notes, as amended hereby,  will constitute,  legal,  valid and
              binding obligations of the Company, enforceable in accordance with
              their respective terms.

                  (iv)  Actions  Pending,  Etc.  There  is no  action,  suit  or
              proceeding pending or, to the knowledge of the Company, threatened
              against or affecting  the  Company,  or any of its  properties  or
              rights,  before any court or by or before any governmental body or
              arbitration board or tribunal, nor is there any judgment,  decree,
              injunction  or  order  of  any  court,   governmental  department,
              commission,  agency,  instrumentality  or  arbitrator  against the
              Company, nor to the knowledge of the Company, does there exist any
              basis for any action,  suit,  investigation or proceeding  against
              the Company which, if adversely  determined,  could  reasonably be
              expected to have a Material Adverse Effect.  There are no actions,
              suits,  proceedings  or claims  pending  before  or by any  court,
              arbitrator,  regulatory  authority or government agency against or
              affecting   the  Company  that  might   enjoin  the   transactions
              contemplated by this Third Amendment Agreement.

                  (v) No Default.  After giving  effect to this Third  Amendment
              Agreement,  no Event of Default or event which, with the giving of
              notice or the lapse of time would  constitute an Event of Default,
              has occurred and is continuing.

                  (vi) Conversion  Price. The Conversion Price immediately prior
              to  September  30,  2000,  without  giving  effect  to this  Third
              Amendment Agreement, was $1.30.


                                       3
<PAGE>


         5.   Conditions  Precedent.  (a) The Basic Waiver and amendments to the
              Notes  contained in Section 1 and Section 3 hereof,  respectively,
              shall  become  effective  as of the date  hereof,  with  effect as
              specified  therein,  subject to the  satisfaction of the following
              conditions precedent as of the date hereof:

                  (i) Power and Authorization. The Holders shall have received a
              Secretary's  Certificate,  dated the date hereof,  certifying that
              (i)  attached   thereto  are  true  and  complete  copies  of  the
              resolutions  of the Board of Directors of the Company  authorizing
              the  execution,  delivery and  performance  by the Company of this
              Third  Amendment  Agreement the  performance by the Company of its
              obligations  under  the  Notes,  as  amended  hereby,   (ii)  said
              resolutions  are all  the  resolutions  adopted  by the  Board  of
              Directors  of the  Company  in  connection  with the  transactions
              contemplated  thereby  and are in full  force and  effect  without
              modification  as of such date and (iii) as to the  incumbency  and
              signatures  of  its  officers   executing  this  Third   Amendment
              Agreement.

                  (ii)  Interest.  The Holders  shall have received all interest
              owed and currently due, if any, on the Notes as amended hereby.

                  (iii)  Expenses.  The Holders shall have  received  payment in
              full of their out-of-pocket  expenses incurred through the date of
              this Third Amendment Agreement, including, but not limited to, the
              fees and expenses of counsel to the Holders.

                  (iv) Other  Documents.  The Holders  shall have  received such
              other documents, in form and substance satisfactory to the Holders
              and their counsel, as it may request.

                  (b) The  Extended  Waiver  contained in Section 2 hereof shall
              automatically become effective,  with effect as specified therein,
              as of the date on which  each of the  following  conditions  shall
              have been satisfied:

                  (i) The Basic Waiver shall have become effective,  as provided
              herein.

                  (ii) On or prior to June 30,  2001,  the  Holders  shall  have
              received  evidence  reasonably  satisfactory  to them that the New
              Senior  Commitment  shall have been  obtained by the  Company,  as
              provided in Section 2(b) hereof.

                  (iii) On or prior to June 30, 2001, the New Senior  Commitment
              and  all  documents  executed  and  delivered  by the  Company  in
              connection  therewith  shall  have  been  duly  authorized  by all
              requisite  corporate  action and will not violate any provision of
              law,  any order of any court or other  agency of  government,  the
              Certificate  of  Incorporation  or Bylaws of the  Company,  or any
              provision of any material indenture, agreement or other instrument
              to which the  Company is a party or by which it or its  properties
              or assets is bound or  affected,  or  conflict  with,  result in a
              material breach of or constitute (with due notice or lapse of time
              or both) a material default under any such indenture, agreement or
              other  instrument,  or result in the creation or imposition of any
              material lien, charge or encumbrance of any nature whatsoever upon
              any of the properties or assets of the Company,  other than liens,
              charges or encumbrances created pursuant to such documents.


                                       4
<PAGE>


                  (iv) As of the date on which the other conditions set forth in
              this  paragraph (b) shall have been  satisfied,  there shall be no
              action,  suit or  proceeding  pending or, to the  knowledge of the
              Company,  threatened  against or affecting the Company,  or any of
              its  properties  or  rights,  before any court or by or before any
              governmental body or arbitration board or tribunal, nor will there
              be any  judgment,  decree,  injunction  or  order  of  any  court,
              governmental department,  commission,  agency,  instrumentality or
              arbitrator  against  the  Company,  nor  to the  knowledge  of the
              Company,  will  there  exist  any  basis  for  any  action,  suit,
              investigation   or  proceeding   against  the  Company  which,  if
              adversely  determined,  could  reasonably  be  expected  to have a
              Material  Adverse  Effect,  and there shall be no actions,  suits,
              proceedings or claims pending before or by any court,  arbitrator,
              regulatory authority or government agency against or affecting the
              Company that might enjoin the  transactions  contemplated  by this
              Third Amendment Agreement.

                  (v) After giving effect to the  transactions  contemplated  by
              the New Senior  Commitment  and the Extended  Waiver,  no Event of
              Default or event which,  with the giving of notice or the lapse of
              time would constitute an Event of Default, shall have occurred and
              be continuing.

         6.   Events of Default.  It is  understood  and agreed that  failure to
              comply with any provision of this Third Amendment Agreement by the
              Company  shall be deemed to  constitute  an Event of Default under
              the Notes, as amended hereby.

         7.   Effect of Amendments; Confirmation by Company. Except as expressly
              provided  herein,   nothing  contained  in  this  Third  Amendment
              Agreement  shall affect or be deemed to affect any  provisions  of
              the Notes,  and, except only to the extent that they may be varied
              hereby,  the  Company  hereby  ratifies  and  confirms  all of its
              agreements and obligations contained in the Notes and the Purchase
              Agreement.  The waiver  granted  hereunder  shall not  entitle the
              Company to any other waiver in the same or similar  circumstances,
              and the Holders reserve all of their rights and remedies under the
              Notes with  respect to any Event of Default or event  which,  with
              the  giving of notice or the lapse of time,  would  constitute  an
              Event of Default,  other than the Existing  Events of Default,  to
              the extent waived hereunder and under all previous waivers granted
              to the Company by the Holders.


                                       5
<PAGE>


         If the foregoing is  acceptable  to you,  please so indicate by signing
and  returning  the  attached  copy of this  letter to counsel to the Holders at
Reboul,  MacMurray,  Hewitt,  Maynard & Kristol,  Attention:  Isabel Barzun,  45
Rockefeller Plaza, New York, New York 10111.

                                    Very truly yours,

                                    AMERICAN BANKERS INSURANCE GROUP, INC.



                                    By:  /S/ Len Garcia
                                         ----------------------

AGREED AND ACCEPTED
as of this 29th day of January, 2001

ACCOM, INC.


By: /S/  Junaid Sheikh
   ---------------------------------



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</DOCUMENT>
