NEITHER THESE  SECURITIES  NOR THE  SECURITIES  INTO WHICH THESE  SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION OR
THE  SECURITIES  COMMISSION  OF ANY STATE IN  RELIANCE  UPON AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION  FROM  THE  REGISTRATION  REQUIREMENTS  THEREUNDER  AND  IN
COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.


                                 INNOVACOM, INC.

                                     WARRANT

                           Dated: December 15, 1998


        InnovaCom, Inc., a Nevada corporation (the "Company"),  hereby certifies
that, for value  received,  JNC Strategic  Fund Ltd., or its registered  assigns
("Holder"), is entitled,  subject to the terms set forth below, to purchase from
the Company up to a total of 125,000 shares of Common Stock, $.001 par value per
share (the "Common  Stock"),  of the Company (each such share, a "Warrant Share"
and all such shares,  the "Warrant  Shares") at an exercise  price equal to $.50
per share (as adjusted from time to time as provided in Section 8, the "Exercise
Price"),  at any time and from time to time from and after the date  hereof  and
through and including December 15, 2003 (the "Expiration  Date"), and subject to
the following terms and conditions:

               1.  Registration  of Warrant.  The Company  shall  register  this
Warrant,  upon  records to be  maintained  by the Company for that  purpose (the
"Warrant Register"),  in the name of the record Holder hereof from time to time.
The  Company  may deem and treat the  registered  Holder of this  Warrant as the
absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Holder, and for all other purposes, and the Company shall not be affected
by notice to the contrary.

               2.     Registration of Transfers and Exchanges.

               (a)  The Company  shall  register the transfer of any portion of 
this Warrant in the Warrant Register,  upon surrender of this Warrant,  with the
Form of Assignment  attached hereto duly completed and signed, to the Company at
the office specified in or pursuant to Section

<PAGE>


3(b). Upon any such  registration or transfer,  a new warrant to purchase Common
Stock, in substantially  the form of this Warrant (any such new warrant,  a "New
Warrant"), evidencing the portion of this Warrant so transferred shall be issued
to the  transferee and a New Warrant  evidencing  the remaining  portion of this
Warrant not so transferred,  if any, shall be issued to the transferring Holder.
The acceptance of the New Warrant by the transferee  thereof shall be deemed the
acceptance of such  transferee of all of the rights and  obligations of a holder
of a Warrant.

                      (b) This  Warrant  is  exchangeable,  upon  the  surrender
hereof by the Holder to the office of the  Company  specified  in or pursuant to
Section 3(b) for one or more New Warrants, evidencing in the aggregate the right
to purchase the number of Warrant Shares which may then be purchased  hereunder.
Any such New Warrant will be dated the date of such exchange.

               3.     Duration and Exercise of Warrants.

                      (a)    This Warrant shall be exercisable by the registered
Holder on any business day before 5:30 P.M., New York City time, at any time and
from time to time on or after the date hereof to and  including  the  Expiration
Date. At 5:30 P.M.,  New York City time on the  Expiration  Date, the portion of
this  Warrant not  exercised  prior  thereto  shall be and become void and of no
value.  Prior to the  Expiration  Date,  the Company  may not call or  otherwise
redeem this Warrant without the prior written consent of the Holder.

                      (b) Subject to Sections  2(b), 6 and 9, upon  surrender of
this  Warrant,  with the Form of  Election  to  Purchase  attached  hereto  duly
completed  and  signed,  to the  Company at its  address for notice set forth in
Section 11 and upon payment of the Exercise  Price  multiplied  by the number of
Warrant  Shares  that the Holder  intends to purchase  hereunder,  in the manner
provided  hereunder,  all as  specified by the Holder in the Form of Election to
Purchase, the Company shall promptly (but in no event later than 3 business days
after the Date of Exercise (as defined  herein)) issue or cause to be issued and
cause to be  delivered  to or upon the  written  order of the Holder and in such
name or names as the Holder may designate,  a certificate for the Warrant Shares
issuable upon such exercise,  free of restrictive  legends,  except in the event
that a Registration  Statement (as defined  herein) is not then effective or, if
this Warrant shall have been issued pursuant to a written  agreement between the
original Holder and the Company,  other than as required by such agreement.  Any
person so designated by the Holder to receive  Warrant Shares shall be deemed to
have become  holder of record of such Warrant  Shares as of the Date of Exercise
of this Warrant.

                      A "Date of  Exercise"  means the date on which the Company
shall have received (i) this Warrant (or any New Warrant,  as applicable),  with
the Form of  Election  to  Purchase  attached  hereto (or  attached  to such New
Warrant) appropriately completed and duly

<PAGE>



signed,  and (ii) payment of the Exercise Price for the number of Warrant Shares
so indicated by the holder hereof to be purchased.

                      (c) This  Warrant  shall  be  exercisable,  either  in its
entirety or, from time to time,  for a portion of the number of Warrant  Shares.
If less than all of the Warrant Shares which may be purchased under this Warrant
are exercised at any time, the Company shall issue or cause to be issued, at its
expense,  a New Warrant evidencing the right to purchase the remaining number of
Warrant Shares for which no exercise has been evidenced by this Warrant.

               4.  Piggyback  Registration  Rights.  During  the  term  of  this
Warrant, the Company may not file any registration statement with the Securities
and Exchange Commission (other than registration statements of the Company filed
on Form S-8 or Form S-4, each as  promulgated  under the Securities Act of 1933,
as amended (the "Securities Act"),  pursuant to which the Company is registering
securities  pursuant to a Company employee benefit plan or pursuant to a merger,
acquisition  or  similar  transaction  including  supplements  thereto,  but not
additionally filed registration statements in respect of such securities) at any
time when there is not an effective  registration  statement covering the resale
of the Warrant Shares and naming the Holder as a selling stockholder  thereunder
(a  "Registration  Statement"),  unless the Company provides the Holder with not
less than 20 days  notice to each of the Holder and  Robinson  Silverman  Pearce
Aronsohn & Berman LLP, attention Eric L. Cohen,  notice of its intention to file
such registration statement and provides the Holder the option to include any or
all of the applicable Warrant Shares therein. The piggyback  registration rights
granted to the Holder  pursuant to this Section shall  continue until all of the
Holder's  Warrant  Shares  have  been  sold  in  accordance  with  an  effective
registration  statement or upon the  Expiration  Date.  The Company will pay all
registration expenses in connection therewith.

               5. Payment of Taxes.  The Company will pay all documentary  stamp
taxes  attributable  to the issuance of Warrant Shares upon the exercise of this
Warrant;  provided,  however,  that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the registration
of any  certificates for Warrant Shares or Warrants in a name other than that of
the Holder, and the Company shall not be required to issue or cause to be issued
or deliver or cause to be delivered the  certificates  for Warrant Shares unless
or until the person or persons  requesting the issuance  thereof shall have paid
to the  Company  the  amount  of  such  tax or  shall  have  established  to the
satisfaction  of the Company  that such tax has been paid.  The Holder  shall be
responsible for all other tax liability that may arise as a result of holding or
transferring this Warrant or receiving Warrant Shares upon exercise hereof.

               6.  Replacement of Warrant.  If this Warrant is mutilated,  lost,
stolen or  destroyed,  the Company shall issue or cause to be issued in exchange
and  substitution  for  and  upon  cancellation   hereof,  or  in  lieu  of  and
substitution for this Warrant, a New Warrant,  but only upon receipt of evidence
reasonably  satisfactory  to the Company of such loss,  theft or destruction and
indemnity, if requested,  satisfactory to it. Applicants for a New Warrant under
such

<PAGE>


circumstances  shall also  comply  with such other  reasonable  regulations  and
procedures and pay such other reasonable charges as the Company may prescribe.

               7. Reservation of Warrant Shares.  The Company  covenants that it
will at all  times  reserve  and  keep  available  out of the  aggregate  of its
authorized but unissued  Common Stock,  solely for the purpose of enabling it to
issue  Warrant  Shares upon  exercise of this  Warrant as herein  provided,  the
number of  Warrant  Shares  which are then  issuable  and  deliverable  upon the
exercise of this entire Warrant, free from preemptive rights or any other actual
contingent purchase rights of persons other than the Holder (taking into account
the adjustments and  restrictions of Section 8). The Company  covenants that all
Warrant Shares that shall be so issuable and  deliverable  shall,  upon issuance
and the payment of the applicable  Exercise  Price in accordance  with the terms
hereof, be duly and validly authorized, issued and fully paid and nonassessable.

               8. Certain Adjustments.  The Exercise Price and number of Warrant
Shares  issuable upon  exercise of this Warrant are subject to  adjustment  from
time to time as set forth in this  Section 8. Upon each such  adjustment  of the
Exercise Price pursuant to this Section 8, the Holder shall  thereafter prior to
the Expiration  Date be entitled to purchase,  at the Exercise  Price  resulting
from such  adjustment,  the number of Warrant Shares obtained by multiplying the
Exercise Price in effect  immediately  prior to such adjustment by the number of
Warrant Shares issuable upon exercise of this Warrant  immediately prior to such
adjustment and dividing the product thereof by the Exercise Price resulting from
such adjustment.

                      (a)    If the Company, at any time while this Warrant is 
outstanding,  (i) shall pay a stock dividend (except scheduled dividends paid on
outstanding  preferred  stock  as of the  date  hereof  which  contain  a stated
dividend rate) or otherwise make a distribution  or  distributions  on shares of
its Common Stock (as defined  below) or on any other class of capital  stock and
not the  Common  Stock)  payable  in  shares  of Common  Stock,  (ii)  subdivide
outstanding  shares of Common  Stock into a larger  number of  shares,  or (iii)
combine  outstanding shares of Common Stock into a smaller number of shares, the
Exercise Price shall be multiplied by a fraction of which the numerator shall be
the  number of  shares  of Common  Stock  (excluding  treasury  shares,  if any)
outstanding  before such event and of which the denominator  shall be the number
of shares of Common Stock (excluding  treasury shares, if any) outstanding after
such event.  Any adjustment made pursuant to this Section shall become effective
immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution and shall become effective  immediately
after the effective date in the case of a subdivision or combination,  and shall
apply to successive subdivisions and combinations.

                      (b)    In case of any reclassification of the Common
Stock,  any  consolidation or merger of the Company with or into another person,
the sale or transfer of all or substantially all of the assets of the Company or
any compulsory  share  exchange  pursuant to which the Common Stock is converted
into other  securities,  cash or property,  then the Holder shall have the right
thereafter  to  exercise  this  Warrant  only into the shares of stock and other
securities and

<PAGE>

property  receivable  upon or  deemed  to be held by  holders  of  Common  Stock
following such reclassification,  consolidation, merger, sale, transfer or share
exchange,  and the Holder  shall be  entitled  upon such  event to receive  such
amount of  securities  or  property  equal to the amount of Warrant  Shares such
Holder  would have been  entitled  to had such  Holder  exercised  this  Warrant
immediately  prior  to  such  reclassification,   consolidation,  merger,  sale,
transfer or share exchange.  The terms of any such consolidation,  merger, sale,
transfer or share exchange shall include such terms so as to continue to give to
the Holder the right to receive the  securities  or  property  set forth in this
Section   8(b)  upon  any   exercise   following   any  such   reclassification,
consolidation, merger, sale, transfer or share exchange.

                      (c)     If the Company, at any time while this Warrant is 
outstanding, shall distribute to all holders of Common Stock (and not to holders
of this Warrant)  evidences of its  indebtedness or assets or rights or warrants
to  subscribe  for or purchase  any  security  (excluding  those  referred to in
Sections 8(a), (b) and (d)),  then in each such case the Exercise Price shall be
determined by multiplying the Exercise Price in effect  immediately prior to the
record date fixed for  determination  of  stockholders  entitled to receive such
distribution by a fraction of which the denominator  shall be the Exercise Price
determined  as of the record date  mentioned  above,  and of which the numerator
shall be such Exercise Price on such record date less the then fair market value
at such record date of the portion of such assets or evidence of indebtedness so
distributed applicable to one outstanding share of Common Stock as determined by
a nationally  recognized or major  regional  investment  banking firm or firm of
independent  certified public  accountants of recognized  standing (which may be
the firm that  regularly  examines the financial  statements of the Company) (an
"Appraiser")  mutually  selected  in good faith by the  holders of a majority in
interest of the Warrants then  outstanding  and the Company.  Any  determination
made by the Appraiser shall be final.

                      (d) If, at any time while this Warrant is outstanding, the
Company  shall  issue or cause to be issued  rights or  warrants  to  acquire or
otherwise  sell or  distribute  shares of Common Stock for a  consideration  per
share less than the Exercise  Price then in effect,  then,  forthwith  upon such
issue or sale, the Exercise  Price shall be reduced to the price  (calculated to
the  nearest  cent)  determined  by  multiplying  the  Exercise  Price in effect
immediately prior thereto by a fraction, the numerator of which shall be the sum
of (i) the number of shares of Common  Stock  outstanding  immediately  prior to
such issuance, and (ii) the number of shares of Common Stock which the aggregate
consideration  received (or to be received,  assuming  exercise or conversion in
full of such rights,  warrants and  convertible  securities) for the issuance of
such additional shares of Common Stock would purchase at the Exercise Price, and
the  denominator  of which  shall be the sum of the  number  of shares of Common
Stock outstanding immediately after the issuance of such additional shares. Such
adjustment shall be made successively whenever such an issuance is made.

                      (e) For the  purposes  of this  Section  8, the  following
clauses shall also be applicable:

<PAGE>



                             (i)  Record Date.  In case the Company shall take a
record of the holders of its Common Stock for the purpose of entitling  them (A)
to  receive a  dividend  or other  distribution  payable  in Common  Stock or in
securities  convertible or  exchangeable  into shares of Common Stock, or (B) to
subscribe for or purchase Common Stock or securities convertible or exchangeable
into  shares of Common  Stock,  then such  record date shall be deemed to be the
date of the  issue or sale of the  shares of  Common  Stock  deemed to have been
issued or sold upon the declaration of such dividend or the making of such other
distribution  or the  date of the  granting  of such  right of  subscription  or
purchase, as the case may be.
                             (ii)  Treasury Shares.  The number of shares of 
Common  Stock  outstanding  at any given time shall not include  shares owned or
held by or for the  account  of the  Company,  and the  disposition  of any such
shares shall be considered an issue or sale of Common Stock.

                      (f) All calculations under this Section 8 shall be made to
the nearest cent or the nearest 1/100th of a share, as the case may be.

                      (g)    If:

                                  (i)       the Company shall declare a dividend
                                            (or any other distribution) on its
                                            Common Stock; or

                                 (ii)       the Company  shall declare a special
                                            nonrecurring  cash  dividend on or a
                                            redemption of its Common Stock; or

                                (iii)       the  Company  shall   authorize  the
                                            granting   to  all  holders  of  the
                                            Common  Stock  rights or warrants to
                                            subscribe for or purchase any shares
                                            of capital  stock of any class or of
                                            any rights; or

                                 (iv)       the approval of any stockholders of 
                                            the Company shall be required in
                                            connection with any reclassification
                                            of the Common Stock of the Company, 
                                            any consolidation or merger to which
                                            the Company is a party, any sale or
                                            transfer of all or substantially all
                                            of the assets of the Company, or any
                                            compulsory share exchange whereby
                                            the Common  Stock is converted into 
                                            other securities, cash or property; 
                                            or



<PAGE>



                                  (v)       the  Company  shall   authorize  the
                                            voluntary  dissolution,  liquidation
                                            or winding up of the  affairs of the
                                            Company,

then the Company shall cause to be mailed to each Holder at their last addresses
as they shall appear upon the Warrant Register,  at least 30 calendar days prior
to the  applicable  record or effective  date  hereinafter  specified,  a notice
stating  (x) the date on which a record is to be taken for the  purpose  of such
dividend, distribution, redemption, rights or warrants, or if a record is not to
be taken,  the date as of which  the  holders  of  Common  Stock of record to be
entitled to such dividend, distributions,  redemption, rights or warrants are to
be  determined  or (y) the date on which such  reclassification,  consolidation,
merger,  sale,  transfer or share  exchange is expected to become  effective  or
close,  and the date as of which it is expected  that holders of Common Stock of
record  shall  be  entitled  to  exchange  their  shares  of  Common  Stock  for
securities,  cash or other  property  deliverable  upon  such  reclassification,
consolidation,  merger, sale, transfer, share exchange, dissolution, liquidation
or winding up;  provided,  however,  that the failure to mail such notice or any
defect  therein or in the mailing  thereof  shall not affect the validity of the
corporate action required to be specified in such notice.

               9.  Payment of Exercise  Price.  The Holder may pay the  Exercise
Price in one of the following manners:

              (a)    Cash Exercise.  The Holder shall deliver immediately 
                     available funds; or
 
              (b)    Cashless Exercise.  The Holder shall surrender this Warrant
                     to the Company together with a notice of cashless exercise,
                     in which event the Company shall issue to the Holder the 
                     number of Warrant Shares determined as follows:

                             X = Y (A-B)/A
        where:
                             X = the  number of  Warrant  Shares to be issued to
                             the Holder.

                             Y = the number of Warrant  Shares  with  respect to
                             which this Warrant is being exercised.

                             A = the average of the  closing  sale prices of the
                             Common   Stock  for  the  five  (5)  trading   days
                             immediately  prior to (but not  including) the Date
                             of Exercise.

                             B = the Exercise Price.

For purposes of Rule 144  promulgated  under the Securities Act, it is intended,
understood  and  acknowledged  that the  Warrant  Shares  issued  in a  cashless



<PAGE>


exercise  transaction  shall be deemed to have been acquired by the Holder,  and
the  holding  period  for the  Warrant  Shares  shall  be  deemed  to have  been
commenced, on the issue date.

               10. Fractional Shares. The Company shall not be required to issue
or cause to be issued fractional Warrant Shares on the exercise of this Warrant.
The number of full Warrant  Shares which shall be issuable  upon the exercise of
this Warrant shall be computed on the basis of the  aggregate  number of Warrant
Shares purchasable on exercise of this Warrant so presented.  If any fraction of
a Warrant Share would, except for the provisions of this Section 10, be issuable
on the exercise of this  Warrant,  the Company shall pay an amount in cash equal
to the Exercise Price multiplied by such fraction.

               11.  Notices.  Any and all  notices  or other  communications  or
deliveries hereunder shall be in writing and shall be deemed given and effective
on the earliest of (i) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile  telephone  number specified in this
Section  prior to 4:30 p.m.  (New York City  time) on a business  day,  (ii) the
business day after the date of transmission,  if such notice or communication is
delivered  via  facsimile at the facsimile  telephone  number  specified in this
Section  later than 4:30 p.m.  (New York City time) on any date and earlier than
11:59 p.m.  (New York City time) on such date,  (iii) the business day following
the date of mailing, if sent by nationally recognized overnight courier service,
or (iv) upon  actual  receipt by the party to whom such notice is required to be
given. The addresses for such communications shall be: (i) if to the Company, to
3400 Garrett Drive,  Santa Clara,  California  95054,  or to Facsimile No. (408)
727-8778,  Attention:  Chief Financial Officer, or (ii) if to the Holder, to the
Holder at the address or facsimile  number  appearing on the Warrant Register or
such other address or facsimile  number as the Holder may provide to the Company
in accordance with this Section 11.

               12.    Warrant Agent.

                      (a)    The Company shall serve as warrant agent under this
Warrant.  Upon thirty (30) days' notice to the Holder, the Company may appoint a
new warrant agent.

                      (b) Any  corporation  into  which the  Company  or any new
warrant agent may be merged or any corporation  resulting from any consolidation
to  which  the  Company  or any  new  warrant  agent  shall  be a  party  or any
corporation   to  which  the  Company  or  any  new  warrant   agent   transfers
substantially all of its corporate trust or shareholders services business shall
be a successor  warrant  agent under this  Warrant  without any further act. Any
such  successor  warrant agent shall  promptly cause notice of its succession as
warrant agent to be mailed (by first class mail,  postage prepaid) to the Holder
at the Holder's last address as shown on the Warrant Register.

<PAGE>

              13.    Miscellaneous.

                      (a)    This Warrant shall be binding on and inure to the
benefit of the parties  hereto and their  respective  successors  and  permitted
assigns.  This Warrant may be amended only in writing  signed by the Company and
the Holder.

                      (b)  Subject  to  Section  13(a),  above,  nothing in this
Warrant shall be construed to give to any person or  corporation  other than the
Company and the Holder any legal or equitable right,  remedy or cause under this
Warrant.  This  Warrant  shall  inure to the sole and  exclusive  benefit of the
Company and the Holder and their successors and assigns.

                      (c) This Warrant  shall be governed by and  construed  and
enforced in  accordance  with the internal laws of the State of New York without
regard to the principles of conflicts of law thereof.

                      (d) The headings herein are for  convenience  only, do not
constitute a part of this Warrant and shall not be deemed to limit or affect any
of the provisions hereof.

                      (e) In case  any one or  more  of the  provisions  of this
Warrant  shall be invalid or  unenforceable  in any  respect,  the  validity and
enforceability  of the remaining  terms and provisions of this Warrant shall not
in any way be affected or impaired  thereby and the parties will attempt in good
faith  to  agree  upon a  valid  and  enforceable  provision  which  shall  be a
commercially  reasonable  substitute  therefor,  and  upon  so  agreeing,  shall
incorporate such substitute provision in this Warrant.

                         [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
                                    SIGNATURE PAGE FOLLOWS]


<PAGE>



               IN WITNESS  WHEREOF,  the Company  has caused this  Warrant to be
duly executed by its authorized officer as of the date first indicated above.


                                 INNOVACOM, INC.


                                            By:                             

                                            Name:                     

                                            Title:                            


<PAGE>



                                 FORM OF ELECTION TO PURCHASE

(To be executed by the Holder to exercise the right to purchase shares of Common
Stock under the foregoing Warrant)

To InnovaCom, Inc.:

        In  accordance  with the Warrant  enclosed with this Form of Election to
Purchase,  the undersigned hereby  irrevocably elects to purchase  _____________
shares  of Common  Stock  ("Common  Stock"),  $.001  par  value  per  share,  of
InnovaCom,  Inc. and , if such Holder is not  utilizing  the  cashless  exercise
provisions  set forth in this  Warrant,  encloses  herewith  $________  in cash,
certified or official bank check or checks,  which sum  represents the aggregate
Exercise  Price (as defined in the  Warrant)  for the number of shares of Common
Stock to which this Form of  Election  to Purchase  relates,  together  with any
applicable taxes payable by the undersigned pursuant to the Warrant.

        The  undersigned  requests  that  certificates  for the shares of Common
Stock issuable upon this exercise be issued in the name of

                                              PLEASE INSERT SOCIAL SECURITY OR
                                              TAX IDENTIFICATION NUMBER



                                (Please print name and address)




        If the  number of shares of Common  Stock  issuable  upon this  exercise
shall not be all of the shares of Common Stock which the undersigned is entitled
to purchase in accordance with the enclosed  Warrant,  the undersigned  requests
that a New Warrant (as defined in the Warrant)  evidencing the right to purchase
the shares of Common  Stock not  issuable  pursuant  to the  exercise  evidenced
hereby be issued in the name of and delivered to:


                                (Please print name and address)





Dated:                    
        Name of Holder:


                                                   (Print)                 

                                                   (By:)                    
                                                   (Name:)
                                                   (Title:)



<PAGE>



                                                   (Signature must conform in 
                                                   all respects to name of 
                                                   holder as specified on the 
                                                   face of the Warrant)



<PAGE>


                                      FORM OF ASSIGNMENT

                  [To be completed and signed only upon transfer of Warrant]

        FOR VALUE RECEIVED,  the undersigned hereby sells, assigns and transfers
unto  ________________________________  the  right  represented  by  the  within
Warrant to purchase  ____________  shares of Common Stock of InnovaCom,  Inc. to
which the within  Warrant  relates  and  appoints  ________________  attorney to
transfer  said  right  on the  books  of  InnovaCom,  Inc.  with  full  power of
substitution in the premises.

Dated:

---------------, ----


                                    ---------------------------------------
                                    (Signature must conform in all respects to 
                                    name of holder as specified on the face of 
                                    the Warrant)


                                    ---------------------------------------
                                    Address of Transferee

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

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



In the presence of:


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