NEITHER THIS  DEBENTURE  NOR THE  SECURITIES  INTO WHICH THIS  DEBENTURE IS
CONVERTIBLE 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, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES LAWS.

No. E-1                                                            U.S. $750,000

                                 INNOVACOM, INC.
              7% SECURED CONVERTIBLE DEBENTURE DUE JANUARY 14, 2004


     FOR VALUE RECEIVED, InnovaCom, Inc., a corporation organized under the laws
of the Nevada and having a principal  place of business at 3400  Garrett  Drive,
Santa Clara,  California 95054 (the "Company")  promises to pay to JNC Strategic
Fund Ltd.,  or  registered  assigns (the  "Holder"),  the principal sum of Seven
Hundred Fifty Thousand  Dollars  ($750,000),  on or prior to January 14, 2004 or
such earlier date as this Debenture (the Debenture") is required to be repaid as
provided  hereunder (the  "Maturity  Date") and to pay interest to the Holder on
the principal sum at the rate of 7% per annum,  payable  quarterly in arrears on
March  31,  June 30,  September  30 and  December  31 of each  year  while  this
Debenture  is  outstanding  and on each  Conversion  Date (as defined in Section
4(a)(i)),  commencing  on the earlier to occur of a Conversion  Date (as defined
herein) for such  principal  amount and March 31,  1999.  Interest  shall accrue
daily  commencing  on the  Original  Issue Date (as  defined in Section 6) until
payment in full of the  principal  sum,  together  with all  accrued  and unpaid
interest  and other  amounts  which may  become  due  hereunder,  has been made.
Interest  shall be  calculated on the basis of a 360-day year and for the actual
number  of days  elapsed.  Interest  hereunder  will be paid to the  Person  (as
defined in Section 6) in whose name this  Debenture (or one or more  predecessor
Debentures) is registered on the records of the Company  regarding  registration
and transfers of this Debenture (the "Debenture Register"). All overdue, accrued
and unpaid  interest and other amounts due hereunder  shall bear interest at the
rate of 15% per annum (to  accrue  daily)  from the date  such  interest  is due
hereunder  through and  including  the date of payment.  The  principal  of, and
interest on, this  Debenture  are payable in such coin or currency of the United
States of  America as at the time of  payment  is legal  tender  for  payment of
public and private  debts,  at the address of the Holder last  appearing  on the
Debenture  Register,  except that interest due on the principal  amount (but not
overdue  interest)  may, at the  Company's  option,  be paid in shares of Common
Stock (as defined in Section 6) calculated  based upon the Conversion  Price (as
defined  below) on the date such  interest  was due.  All amounts due  hereunder
other than such interest shall be paid in cash.  Notwithstanding anything to the
contrary  contained herein,  the Company may not issue shares of Common Stock in


<PAGE>2



payment  of  interest  on the  principal  amount if: (i) the number of shares of
Common Stock at the time  authorized,  unissued and unreserved for all purposes,
or held as treasury stock,  is insufficient to pay interest  hereunder in shares
of Common Stock;  (ii) such shares are not either registered for resale pursuant
to an Underlying Securities  Registration Statement (as defined in Section 6) or
freely  transferable  without  volume  restrictions   pursuant  to  Rule  144(k)
promulgated under the Securities Act of 1933, as amended (the "Securities Act"),
as determined  by counsel to the Company  pursuant to a written  opinion  letter
addressed  and in form and  substance  acceptable to the Holder and the transfer
agent for such shares;  or (iii) such shares are not Actively Traded (as defined
herein) (or listed or quoted for trading on the American Stock Exchange,  Nasdaq
National Market, Nasdaq SmallCap Market or The New York Stock Exchange,  and any
other  exchange on which the Common  Stock is then listed for trading  (each,  a
"Subsequent Market")). As used herein, "Actively Traded" shall mean that (a) the
average value of the shares of Common Stock traded on the OTC Bulletin  Board in
each week  measured  over a four (4) week  period on a rolling  basis  equals or
exceeds  $50,000 and (b) there are no fewer than ten (10) market makers actively
making a market in the Common Stock.

     This Debenture is subject to the following additional provisions:

          Section  1. This  Debenture  is  exchangeable  for an equal  aggregate
     principal amount of Debentures of different  authorized  denominations,  as
     requested by the Holder  surrendering the same but shall not be issuable in
     denominations  of less than integral  multiplies of Fifty Thousand  Dollars
     ($50,000)  unless  such amount  represents  the full  principal  balance of
     Debentures  outstanding to such Holder.  No service charge will be made for
     such registration of transfer or exchange.

          Section  2.  This   Debenture  has  been  issued  subject  to  certain
     investment representations of the original Holder set forth in the Purchase
     Agreement and may be transferred  or exchanged only in compliance  with the
     Purchase Agreement. Prior to due presentment to the Company for transfer of
     this  Debenture,  the  Company  and any agent of the  Company may treat the
     person in whose name this  Debenture is duly  registered  on the  Debenture
     Register as the owner hereof for the purpose of receiving payment as herein
     provided  and for all other  purposes,  whether  or not this  Debenture  is
     overdue,  and  neither  the Company nor any such agent shall be affected by
     notice to the contrary.

          Section 3. Events of Default.

          (a) "Event of Default",  wherever  used  herein,  means any one of the
     following  events (whatever the reason and whether it shall be voluntary or
     involuntary  or effected by operation  of law or pursuant to any  judgment,
     decree or order of any  court,  or any  order,  rule or  regulation  of any
     administrative or governmental body):

               (i) any default in the payment of the principal  of,  interest on
          or liquidated damages in respect of, this Debenture, free of any claim
          of  subordination,  as and when the same shall  become due and payable
          (whether  on  the  applicable   quarterly  interest  payment  date,  a
          Conversion Date or the Maturity Date or by acceleration or otherwise);


<PAGE>3


               (ii) the  Company  shall fail to  observe  or  perform  any other
          covenant,  agreement or warranty contained in, or otherwise commit any
          breach of,  this  Debenture,  the  Purchase  Agreement,  the  Security
          Agreement or the Registration  Rights  Agreement,  and such failure or
          breach shall not have been  remedied  within 10 days after the date on
          which notice of such failure or breach shall have been given;

               (iii) the Company or any of its subsidiaries  shall commence,  or
          there shall be commenced  against the Company or any such subsidiary a
          case under any  applicable  bankruptcy  or  insolvency  laws as now or
          hereafter in effect or any successor thereto, or the Company commences
          any other proceeding under any reorganization, arrangement, adjustment
          of debt, relief of debtors, dissolution,  insolvency or liquidation or
          similar law of any  jurisdiction  whether now or  hereafter  in effect
          relating  to the  Company  or  any  subsidiary  thereof  or  there  is
          commenced  against  the  Company or any  subsidiary  thereof  any such
          bankruptcy,  insolvency or other proceeding which remains  undismissed
          for a period of 60 days; or the Company or any  subsidiary  thereof is
          adjudicated  insolvent  or  bankrupt;  or any order of relief or other
          order approving any such case or proceeding is entered; or the Company
          or any subsidiary  thereof suffers any appointment of any custodian or
          the  like  for it or  any  substantial  part  of  its  property  which
          continues  undischarged  or unstayed  for a period of 60 days;  or the
          Company or any subsidiary  thereof makes a general  assignment for the
          benefit of creditors; or the Company shall fail to pay, or shall state
          that it is  unable  to pay,  or  shall be  unable  to pay,  its  debts
          generally as they become due; or the Company or any subsidiary thereof
          shall  call a meeting  of its  creditors  with a view to  arranging  a
          composition  or  adjustment  of  its  debts;  or  the  Company  or any
          subsidiary  thereof  shall by any act or failure to act  indicate  its
          consent to, approval of or  acquiescence  in any of the foregoing;  or
          any  corporate  or  other  action  is  taken  by  the  Company  or any
          subsidiary thereof for the purpose of effecting any of the foregoing;

               (iv) the Company  shall default in any of its  obligations  under
          any mortgage, credit agreement or other facility,  indenture agreement
          or other instrument under which there may be issued, or by which there
          may be secured or  evidenced  any  indebtedness  of the  Company in an
          amount exceeding one hundred thousand dollars ($100,000), whether such
          indebtedness now exists or shall hereafter be created and such default
          shall result in such  indebtedness  becoming or being declared due and
          payable prior to the date on which it would  otherwise  become due and
          payable;

               (v) the Common Stock shall fail to be Actively  Traded or fail to
          be listed or quoted for trading on any Subsequent  Market if after the
          Original  Issue  Date the Common  Stock  shall be listed or quoted for
          trading on any such Subsequent Market, or if the Common Stock shall be
          suspended from trading thereon without being actively traded, relisted
          or having such suspension  lifted,  as the case may be, within fifteen
          (15) days;

               (vi) the Company shall be a party to any merger or  consolidation
          pursuant to which the Company shall not be the  surviving  entity (or,
          if the Company is the  surviving  entity,  the Company  shall issue or
          sell to  another  Person,  or group  thereof,  in excess of 50% of the
          Common  Stock) or shall  dispose  of all or  substantially  all of its


<PAGE>4



          assets in one or more  transactions,  or shall  redeem  more than a de
          minimis  number of shares of Common Stock (other than  redemptions  of
          Underlying  Shares);

               (vii) an Underlying Securities  Registration  Statement shall not
          have been declared effective by the Securities and Exchange Commission
          (the  "Commission")  on or prior to the 180th  day after the  Original
          Issue Date;

               (viii)  an Event  (as  hereinafter  defined)  shall not have been
          cured to the  satisfaction  of the Holder prior to the  expiration  of
          thirty (30) days from the Event Date (as hereinafter defined) relating
          thereto (other than an Event resulting from a failure of an Underlying
          Securities  Registration  Statement  to be declared  effective  by the
          Commission on or prior to the 90th day after the Original Issue Date);
          or

               (ix) the Company shall fail to deliver certificates to the Holder
          prior to the 15th day after the  Conversion  Date  pursuant to Section
          4(b).

          (b) If  any  Event  of  Default  occurs  and is  continuing  the  full
     principal amount of this Debenture (and, at the Holder's option,  all other
     Debentures  then held by such  Holder),  together  with  interest and other
     amounts owing in respect thereof, to the date of acceleration, to be, shall
     become,  immediately due and payable in cash. The aggregate  amount payable
     upon an Event of Default in respect of the Debentures shall be equal to the
     sum of (i) the Mandatory  Prepayment  Amount (as defined in Section 6) plus
     (ii) the product of (A) the number of  Underlying  Shares issued in respect
     of  conversions  or as payment of interest  hereunder  and then held by the
     Holder  and (B) the Per  Share  Market  Value  on the  date  prepayment  is
     demanded  or the date  the full  prepayment  price  is paid,  whichever  is
     greater.  The Holder need not provide  and the  Company  hereby  waives any
     presentment,  demand,  protest or other notice of any kind,  and the Holder
     may immediately and without  expiration of any grace period enforce any and
     all of its rights and remedies  hereunder and all other remedies  available
     to it under  applicable law. Such declaration may be rescinded and annulled
     by Holder at any time prior to payment  hereunder.  No such  rescission  or
     annulment shall affect any subsequent  Event of Default or impair any right
     consequent thereon.

          Section 4. Conversion.

          (a)(i) This Debenture shall be convertible into shares of Common Stock
     at the option of the Holder,  in whole or in part at any time and from time
     to time, from and after the 100th day following the Original Issue Date and
     prior to the close of business on the Maturity  Date.  The number of shares
     of Common Stock as shall be issuable upon a conversion  hereunder  shall be
     determined by dividing the outstanding  principal  amount of this Debenture
     to be  converted,  plus all accrued  but unpaid  interest  thereon,  by the
     Conversion  Price (as  defined  below),  each as subject to  adjustment  as
     provided  hereunder.  The Holder shall effect  conversions by  surrendering
     this  Debenture (or such portions  thereof) to be converted,  together with
     the form of conversion  notice  attached hereto as Exhibit A (a "Conversion
     Notice") to the Company. Each Conversion Notice shall specify the principal
     amount of Debentures to be converted and the date on which such  conversion
     is to be effected,  which date may not be prior to the date such Conversion
     Notice is deemed to have been delivered hereunder (a "Conversion Date"). If

<PAGE>5



     no Conversion Date is specified in a Conversion Notice, the Conversion Date
     shall  be  the  date  that  such  Conversion  Notice  is  deemed  delivered
     hereunder.  Subject to Section 4(b) hereof,  each Conversion  Notice,  once
     given,  shall be irrevocable.  If the Holder is converting less than all of
     the principal amount represented by the Debenture(s) tendered by the Holder
     with the Conversion Notice, or if a conversion hereunder cannot be effected
     in full for any reason,  the Company  shall  honor such  conversion  to the
     extent permissible  hereunder and shall promptly deliver to such Holder (in
     the manner and within the time set forth in Section  4(b)) a new  Debenture
     for such principal amount as has not been converted.

          (ii) Certain Conversion Restrictions.

               (A) The Holder  agrees not to  convert  Debentures  to the extent
          such  conversion  would result in the Holder  beneficially  owning (as
          determined  in  accordance  with Section 13(d) of the Exchange Act and
          the rules  thereunder)  in excess  of  4.999% of the then  issued  and
          outstanding  shares of Common Stock,  including  shares  issuable upon
          conversion of the Debentures held by such Holder after  application of
          this Section.  The Holder shall have the sole authority and obligation
          to determine whether the restriction contained in this Section applies
          and,  to the extent  that the Holder  determines  that the  limitation
          contained  in  this  Section  applies,   the  determination  of  which
          Debentures  are  convertible  shall be in the sole  discretion  of the
          Holder.  The provisions of this Section may be waived by a Holder (but
          only as to itself and not to any other  Holder)  upon not less than 75
          days prior notice to the Company (in which case, the Holder shall make
          such filings with the Commission,  including under Rule 13D or 13G, as
          are required by applicable  law). Other Holders shall be unaffected by
          any such waiver.

               (B) The Holder  agrees not to  convert  Debentures  to the extent
          such  conversion  would result in the Holder  beneficially  owning (as
          determined  in  accordance  with Section 13(d) of the Exchange Act and
          the rules  thereunder)  in excess  of  9.999% of the then  issued  and
          outstanding  shares of Common Stock,  including  shares  issuable upon
          conversion of the Debentures held by such Holder after  application of
          this Section.  The Holder shall have the sole authority and obligation
          to determine whether the restriction contained in this Section applies
          and,  to the extent  that the Holder  determines  that the  limitation
          contained  in  this  Section  applies,   the  determination  of  which
          Debentures  are  convertible  shall be in the sole  discretion  of the
          Holder.  The provisions of this Section may be waived by a Holder (but
          only as to itself and not to any other  Holder)  upon not less than 75
          days prior notice to the Company. Other Holders shall be unaffected by
          any such waiver.

          (b) Not later than three Trading Days after the  Conversion  Date, the
     Company will deliver to the Holder (i) a certificate or certificates  which
     shall be free of restrictive  legends and trading  restrictions (other than
     those  required by Section 3.1(b) of the Purchase  Agreement)  representing
     the number of shares of the Common Stock being acquired upon the conversion
     of Debentures, (ii) Debentures in a principal amount equal to the principal
     amount of Debentures not converted; (iii) a bank check in the amount of all
     accrued and unpaid  interest  (if the Company has elected and is  permitted
     hereunder to pay accrued interest in cash), together with all other amounts
     then due and payable in  accordance  with the terms  hereof,  in respect of
     Debentures  tendered for  conversion and (iv) if the Company has elected to
     pay accrued  interest in shares of the Common  Stock,  certificates,  which
     shall be free of restrictive  legends and trading  restrictions (other than


<PAGE>6



     those required by Section 3.1(b) of the Purchase  Agreement),  representing
     such number of shares of the Common Stock as equals such  interest  divided
     by the  Conversion  Price  calculated  on the  Conversion  Date;  provided,
     however,  that the Company  shall not be  obligated  to issue  certificates
     evidencing the shares of the Common Stock  issuable upon  conversion of the
     principal   amount  of  Debentures   until  Debentures  are  delivered  for
     conversion  to the Company or the Holder  notifies  the  Company  that such
     Debenture has been mutilated,  lost,  stolen or destroyed and complies with
     Section 9 hereof.  If in the case of any Conversion Notice such certificate
     or certificates,  including for purposes  hereof,  any shares of the Common
     Stock to be issued on the Conversion  Date on account of accrued but unpaid
     interest  hereunder,  are not  delivered to or as directed by the Holder by
     the third Trading Day after a Conversion Date, the Holder shall be entitled
     by written  notice to the  Company at any time on or before its  receipt of
     such  certificate or  certificates  thereafter,  to rescind such conversion
     (whether  subject  to a Holder or a Company  Conversion  Notice),  in which
     event the Company  shall  immediately  return the  Debentures  tendered for
     conversion.  If the Company fails to deliver to the Holder such certificate
     or certificates  pursuant to this Section,  including for purposes  hereof,
     any  shares of the  Common  Stock to be issued  on the  Conversion  Date on
     account  of  accrued  but  unpaid  interest  hereunder,  prior to the fifth
     Trading  Day after  the  Conversion  Date,  the  Company  shall pay to such
     Holder,  in cash,  as liquidated  damages and not as a penalty,  $1,500 for
     each day  thereafter  until the Company  delivers such  certificates  (such
     amount  shall be also be due for each  Trading  Day after the date that the
     Holder may rescind such conversion until such date as the Holder shall have
     received the return of the principal amount of Debentures  relating to such
     rescission). If the Company fails to deliver to the Holder such certificate
     or  certificates  pursuant to this Section  prior to the 15th day after the
     Conversion  Date,  the Company shall,  upon notice from the Holder,  prepay
     such portion of the  aggregate of the principal  amount of Debentures  then
     held  by such  Holder,  as  requested  by such  Holder,  for the  Mandatory
     Prepayment  Amount,  in cash.  If any portion of the  Mandatory  Prepayment
     Amount  pursuant to this Section is not paid within seven days after notice
     therefor is deemed  delivered  hereunder,  the Company will pay interest on
     the  Mandatory  Prepayment  Amount at a rate of 15% per  annum  (to  accrue
     daily),  in cash to such Holder,  accruing  from such seventh day until the
     Mandatory  Prepayment Amount, plus all accrued interest thereon, is paid in
     full.

          (c)(i) The conversion price (the "Conversion  Price") in effect on any
     Conversion Date shall be the lesser of (A) $.1275 (the "Initial  Conversion
     Price")  and (B) the  Applicable  Percentage  (as  defined  in  Section  6)
     multiplied  by the Average  Price (as  defined  herein)  calculated  on the
     Conversion   Date;   provided,   that  the  five  (5)  Trading  Day  period
     contemplated  in the  Average  Price  shall be  extended  for the number of
     Trading Days, if any,  during such period in which (A) the shares of Common
     Stock are not Actively  Traded or suspended or delisted from trading on any
     Subsequent Market, (B) after the date declared effective by the Commission,
     the Underlying Securities  Registration Statement is not effective,  or (C)
     after  the  date  declared  effective  by the  Commission,  the  Prospectus
     included in the  Underlying  Securities  Registration  Statement may not be
     used by the Holder for the resale of Underlying Shares, provided,  further,
     that if (a) an Underlying Securities Registration Statement is not filed on
     or  prior  to the  Filing  Date  (as  defined  in the  Registration  Rights
     Agreement),  or (b) the Company fails to file with the Commission a request
     for  acceleration  in  accordance  with Rule 12d1-2  promulgated  under the
     Securities  Exchange Act of 1934,  as amended,  within five (5) days of the
     date that the  Company is  notified  (orally or in  writing,  whichever  is
     earlier   by  the  Commission  that  an  Underlying Securities Registration

<PAGE>7



     Statement  will not be  "reviewed"  or is not subject to further  review or
     comment by the Commission,  or (c) the Underlying  Securities  Registration
     Statement is not declared  effective by the  Commission  on or prior to the
     Effectiveness Date (as defined in the Registration  Rights  Agreement),  or
     (d) such  Underlying  Securities  Registration  Statement is filed with and
     declared  effective by the Commission but thereafter ceases to be effective
     as  to  all  Registrable  Securities  (as  such  term  is  defined  in  the
     Registration  Rights  Agreement) for more than twenty (20) days at any time
     prior to the  expiration  of the  "Effectiveness  Period"  (as such term as
     defined in the Registration Rights Agreement), without being succeeded by a
     subsequent  Underlying  Securities  Registration  Statement  filed with and
     declared  effective  by the  Commission  within  twenty  (20) days,  or (e)
     trading in the Common  Stock  shall  fail to be  Actively  Traded or if the
     Common Stock shall be suspended or delisted from trading on any  Subsequent
     Market for any reason  for more than five (5) days,  or (f) the  conversion
     rights of the Holders of Debentures  are suspended for any reason or if the
     Holder  is  not  permitted  to  resell  Registrable  Securities  under  the
     Underlying Securities  Registration  Statement,  or (g) an amendment to the
     Underlying  Securities  Registration  Statement is not filed by the Company
     with the Commission within fifteen (15) days of the Commission's  notifying
     the Company  that such  amendment  is required in order for the  Underlying
     Securities  Registration  Statement  to be  declared  effective  (any  such
     failure  being  referred to as an "Event," and for purposes of clauses (a),
     (c) and (f) the date on which such Event occurs, or for purposes of clauses
     (b) and (e) the date on which such five (5) day period is exceeded,  or for
     purposes  of clause  (d) the date  which  such  twenty  (20) day  period is
     exceeded, or for purposes of clause (g) the date on which such fifteen (15)
     day period is exceeded,  being  referred to as "Event  Date"),  the Company
     shall pay, in cash,  as  liquidated  damages  and not as a penalty,  on the
     Event Date and on the first day of each month thereafter until the Event is
     cured,   1.5%  of  the  aggregate   principal  amount  of  Debentures  then
     outstanding  pro rata to the  holders  thereof  in  accordance  with  their
     holdings  thereof.  The  provisions  of this Section are not  exclusive and
     shall in no way  limit the  Company's  obligations  under the  Registration
     Rights Agreement.


          (ii) If the Company, at any time while any Debentures are outstanding,
     (a)  shall  pay a  stock  dividend  or  otherwise  make a  distribution  or
     distributions  on shares of its Common  Stock or any other equity or equity
     equivalent  securities payable in shares of the Common Stock, (b) subdivide
     outstanding  shares of the Common Stock into a larger number of shares, (c)
     combine  outstanding  shares of the Common  Stock into a smaller  number of
     shares, or (d) issue by  reclassification of shares of the Common Stock any
     shares of capital stock of the Company,  the Initial Conversion Price shall
     be multiplied  by a fraction of which the numerator  shall be the number of
     shares of the Common Stock (excluding  treasury shares, if any) outstanding
     before  such  event and of which  the  denominator  shall be the  number of
     shares of the Common Stock  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,   combination   or
     re-classification.

          (iii)  If  the  Company,   at  any  time  while  any   Debentures  are
     outstanding,  shall  issue  rights or warrants to all holders of the Common
     Stock (and not to Holders of Debentures) entitling them to subscribe for or
     purchase  shares of the Common Stock at a price per share less than the Per
     Share Market Value of the Common Stock at the record date mentioned  below,


<PAGE>8



     the Initial  Conversion  Price shall be multiplied by a fraction,  of which
     the  denominator  shall  be  the  number  of  shares  of the  Common  Stock
     (excluding  treasury shares, if any) outstanding on the date of issuance of
     such rights or warrants plus the number of additional  shares of the Common
     Stock  offered for  subscription  or purchase,  and of which the  numerator
     shall be the  number of  shares of the  Common  Stock  (excluding  treasury
     shares,  if any)  outstanding  on the date of  issuance  of such  rights or
     warrants  plus the number of shares which the aggregate  offering  price of
     the total  number of shares so  offered  would  purchase  at such Per Share
     Market  Value.  Such  adjustment  shall be made  whenever  such  rights  or
     warrants  are issued,  and shall  become  effective  immediately  after the
     record date for the determination of stockholders  entitled to receive such
     rights or warrants. However, upon the expiration of any right or warrant to
     purchase  shares of the Common Stock the  issuance of which  resulted in an
     adjustment in the Initial Conversion Price pursuant to this Section, if any
     such right or warrant shall expire and shall not have been  exercised,  the
     Initial   Conversion  Price  shall  immediately  upon  such  expiration  be
     recomputed and effective  immediately  upon such expiration be increased to
     the price which it would have been (but reflecting any other adjustments in
     the  Initial  Conversion  Price made  pursuant  to the  provisions  of this
     Section 4 after the issuance of such rights or warrants) had the adjustment
     of the Initial  Conversion  Price made upon the  issuance of such rights or
     warrants  been made on the basis of offering for  subscription  or purchase
     only that number of shares of the Common Stock actually  purchased upon the
     exercise of such rights or warrants actually exercised.

          (iv) If the Company,  at any time while  Debentures  are  outstanding,
     shall  distribute to all holders of the Common Stock (and not to Holders of
     Debentures)  evidences of its  indebtedness or assets or rights or warrants
     to  subscribe  for or  purchase  any  security,  then in each such case the
     Initial   Conversion   Price  at  which   Debentures  shall  thereafter  be
     convertible shall be determined by multiplying the Initial Conversion 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 Per Share  Market  Value of the Common Stock
     determined  as of  the  record  date  mentioned  above,  and of  which  the
     numerator  shall be such Per Share Market Value of the Common Stock 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 the Common Stock as determined by
     the Board of Directors in good faith; provided,  however, that in the event
     of a  distribution  exceeding  ten  percent  (10%) of the net assets of the
     Company,  such  fair  market  value  shall be  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")  selected  in good  faith  by the  holders  of a  majority  in
     interest of Debentures then outstanding;  and provided,  further,  that the
     Company,  after receipt of the  determination  by such Appraiser shall have
     the right to select an additional  Appraiser,  in good faith, in which case
     the fair market  value shall be equal to the average of the  determinations
     by each such Appraiser.  In either case the adjustments  shall be described
     in a  statement  provided to the  holders of  Debentures  of the portion of
     assets or evidences of  indebtedness  so distributed  or such  subscription
     rights  applicable to one share of the Common Stock.  Such adjustment shall
     be made whenever any such  distribution is made and shall become  effective
     immediately after the record date mentioned above.



<PAGE>9



          (v)  In  case  of any  reclassification  of the  Common  Stock  or any
     compulsory  share exchange  pursuant to which the Common Stock is converted
     into other securities, cash or property, the Holder of this Debenture shall
     have  the  right  thereafter  to,  at its  option,  (A)  convert  the  then
     outstanding principal amount, together with all accrued but unpaid interest
     and any other  amounts then owing  hereunder  in respect of this  Debenture
     only  into the  shares of stock and  other  securities,  cash and  property
     receivable  upon or  deemed  to be  held by  holders  of the  Common  Stock
     following such  reclassification or share exchange,  and the Holders of the
     Debentures  shall be  entitled  upon such event to receive  such  amount of
     securities,  cash or  property  as the  shares of the  Common  Stock of the
     Company into which the then outstanding principal amount, together with all
     accrued but unpaid  interest and any other amounts then owing  hereunder in
     respect of this Debenture  could have been converted  immediately  prior to
     such  reclassification  or share  exchange  would have been entitled or (B)
     require the Company to prepay, from funds legally available therefor at the
     time of such prepayment,  the aggregate of its outstanding principal amount
     of Debentures, plus all interest and other amounts due and payable thereon,
     at  a  price  determined  in  accordance  with  Section  3(b).  The  entire
     prepayment  price shall be paid in cash.  This  provision  shall  similarly
     apply to successive reclassifications or share exchanges.

          (vi)  All  calculations  under  this  Section  4 shall  be made to the
     nearest cent or the nearest 1/100th of a share, as the case may be.

          (vii) Whenever the Initial  Conversion  Price is adjusted  pursuant to
     any of Section  4(c)(ii) - (v),  the Company  shall  promptly  mail to each
     Holder of Debentures a notice  setting forth the Initial  Conversion  Price
     after such  adjustment  and setting  forth a brief  statement  of the facts
     requiring such adjustment.

          (viii) If:

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

               B.   the  Company  shall  declare  a  special  nonrecurring  cash
                    dividend on or a redemption of its Common Stock; or

               C.   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

               D.   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,  of any
                    compulsory  share of exchange  whereby  the Common  Stock is
                    converted into other securities, cash or property; or


<PAGE>10

               E.   the Company shall  authorize  the  voluntary or  involuntary
                    dissolution, liquidation or winding up of the affairs of the
                    Company;

     then  the  Company  shall  cause  to be  filed  at each  office  or  agency
     maintained for the purpose of conversion of the Debentures, and shall cause
     to be mailed to the Holders of Debentures  at their last  addresses as they
     shall appear upon the stock books of the Company, 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 the
     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 the Common Stock of record shall be entitled
     to exchange their shares of the Common Stock for securities,  cash or other
     property  deliverable upon such  reclassification,  consolidation,  merger,
     sale, transfer or share exchange;  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.  Holders are entitled to convert  Debentures during the 30-day
     period  commencing  the date of such  notice to the  effective  date of the
     event triggering such notice.

          (d) The Company  covenants  that it will at all times reserve and keep
     available  out of its  authorized  and unissued  shares of the Common Stock
     solely for the purpose of issuance upon  conversion of the  Debentures  and
     payment of interest on the Debentures,  each as herein provided,  free from
     preemptive rights or any other actual contingent purchase rights of persons
     other than the  Holders,  not less than such number of shares of the Common
     Stock as shall (subject to any additional requirements of the Company as to
     reservation of such shares set forth in the Purchase Agreement) be issuable
     (taking into account the adjustments and restrictions of Section 4(c)) upon
     the conversion of the  outstanding  principal  amount of the Debentures and
     payment of interest hereunder. The Company covenants that all shares of the
     Common  Stock that shall be so  issuable  shall,  upon  issue,  be duly and
     validly  authorized,  issued  and fully  paid,  nonassessable  and,  if the
     Underlying  Securities  Registration  Statement has been declared effective
     under the Securities Act, freely tradeable.

          (e) Upon a conversion  hereunder  the Company shall not be required to
     issue stock  certificates  representing  fractions  of shares of the Common
     Stock,  but may if otherwise  permitted,  make a cash payment in respect of
     any final  fraction of a share based on the Per Share  Market Value at such
     time. If the Company elects not, or is unable, to make such a cash payment,
     the holder shall be entitled to receive, in lieu of the final fraction of a
     share, one whole share of Common Stock.

          (f) The  issuance of  certificates  for shares of the Common  Stock on
     conversion of the  Debentures  shall be made without  charge to the Holders
     thereof for any  documentary  stamp or similar taxes that may be payable in
     respect of the issue or delivery  of such  certificate,  provided  that the
     Company shall not be required to pay any tax that may be payable in respect
     of any  transfer  involved  in  the  issuance  and  delivery  of  any  such
     certificate upon conversion in a name other than that of the Holder of such
     Debentures  so converted  and the Company shall not be required to issue or
     deliver such certificates unless or until the person or persons requesting



<PAGE>11


     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.

          (g) Any and all notices or other  communications  or  deliveries to be
     provided by the Holders of the  Debentures  hereunder,  including,  without
     limitation,  any  Conversion  Notice,  shall be in  writing  and  delivered
     personally, by facsimile, sent by a nationally recognized overnight courier
     service or sent by certified or registered mail, postage prepaid, addressed
     to the  Company,  at 3400 Garrett  Drive,  Santa  Clara,  California  95054
     (facsimile number (408) 727-8778),  attention Chief Financial  Officer,  or
     such other address or facsimile  number as the Company may specify for such
     purposes  by  notice  to the  Holders  delivered  in  accordance  with this
     Section.  Any and all notices or other  communications  or deliveries to be
     provided  by the  Company  hereunder  shall  be in  writing  and  delivered
     personally, by facsimile, sent by a nationally recognized overnight courier
     service or sent by certified or registered mail, postage prepaid, addressed
     to each  Holder of the  Debentures  at the  facsimile  telephone  number or
     address of such Holder appearing on the books of the Company, or if no such
     facsimile  telephone number or address  appears,  at the principal place of
     business of the holder.  Any notice or other  communication  or  deliveries
     hereunder  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 7:00  p.m.  (New  York  City  time),  (ii)  the date  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 7:00
     p.m. (New York City time) on any date and earlier than 11:59 p.m. (New York
     City time) on such date, (iii) four days after deposit in the United States
     mail,  (iv) the  Business  Day  following  the date of mailing,  if send by
     nationally recognized overnight courier service, or (v) upon actual receipt
     by the party to whom such notice is required to be given.

     Section 5. Optional Prepayment.

          (a) The  Company  shall have the right,  exercisable  at any time upon
     thirty  (30)  Trading  Days  prior  written  notice to the  Holders  of the
     Debentures to be prepaid (the  "Optional  Prepayment  Notice") given at any
     time  after  the 90th day  following  the  date the  Underlying  Securities
     Registration  Statement  has  been  declared  effective  by the  Commission
     (provided  that any  Trading  Days that the  holders  are  prohibited  from
     utilizing  such  Underlying  Securities  Registration  Statement  to resell
     Underlying Shares, despite their desire to do so, shall be added to such 90
     day period),  to prepay,  from funds legally available therefor at the time
     of such prepayment,  all or any portion of the outstanding principal amount
     of the  Debentures  which  have not  previously  been  repaid  or for which
     Conversion Notices have not previously been delivered hereunder, at a price
     equal  to the  Optional  Prepayment  Price  (as  defined  below).  Any such
     prepayment  by the Company  shall be in cash and shall be free of any claim
     of  subordination.  The  Holders  shall have the right to  tender,  and the
     Company shall honor,  Conversion  Notices delivered prior to the expiration
     of the  thirtieth  (30th)  Trading  Day after  receipt by the Holders of an
     Optional  Prepayment  Notice for such Debentures  (such date, the "Optional
     Prepayment Date").

          (b) If any portion of the Optional  Prepayment Price shall not be paid
     by the Company by the Optional  Prepayment  Date,  the Optional  Prepayment




<PAGE>12



     Price  shall be  increased  by 15% per annum (to accrue  daily)  until paid
     (which amount shall be paid as liquidated damages and not as a penalty). In
     addition,  if any portion of the optional  Prepayment  Price remains unpaid
     through the expiration of the Optional  Prepayment Date, the Holder subject
     to such prepayment may elect by written notice to the Company to either (i)
     demand  conversion  in  accordance  with the  formula  and the time  period
     therefor set forth in Section 4 of any portion of the  principal  amount of
     Debentures for which the Optional Prepayment Price, plus accrued liquidated
     damages  thereof,  has  not  been  paid  in full  (the  "Unpaid  Prepayment
     Principal  Amount"),  in which event the  applicable Per Share Market Value
     shall be the lower of the Per Share Market Value calculated on the Optional
     Prepayment  Date and the Per Share Market Value as of the Holder's  written
     demand  for  conversion,   or  (ii)  invalidate  ab  initio  such  optional
     redemption,  notwithstanding  anything herein contained to the contrary. If
     the Holder  elects  option (i) above,  the Company  shall  within three (3)
     Trading Days such election is deemed delivered  hereunder to the Holder the
     shares of Common Stock  issuable upon  conversion of the Unpaid  Prepayment
     Amount  subject  to  such  conversion  demand  and  otherwise  perform  its
     obligations hereunder with respect thereto; or, if the Holder elects option
     (ii) above,  the Company  shall  promptly,  and in any event not later than
     three Trading Days from receipt of notice of such  election,  return to the
     Holder new Debentures for the full Unpaid Prepayment  Principal Amount. If,
     upon an election  under option (i) above,  the Company fails to deliver the
     shares of Common Stock  issuable upon  conversion of the Unpaid  Prepayment
     Principal  Amount  prior to the fifth  Trading  Day after such  election is
     deemed delivered hereunder, the Company shall pay to the Holder in cash, as
     liquidated  damages and not as a penalty,  $1,500 per day until the Company
     delivers such Common Stock to the Holder.

          (c) The "Optional Prepayment Price" for any Debentures shall equal the
     sum of (i) the  principal  amount of  Debentures  to be  prepaid,  plus all
     accrued and unpaid interest thereon, divided by the Conversion Price on (x)
     the Optional  Prepayment Date or (y) the date the Optional Prepayment Price
     is paid in full, whichever is less,  multiplied by the Average Price on (x)
     the Optional  Prepayment Date or (y) the date the Optional Prepayment Price
     is paid in  full,  whichever  is  greater,  and  (ii)  all  other  amounts,
     expenses,  costs and  liquidated  damages due in respect of such  principal
     amount.

     Section 6. Definitions.  For the purposes hereof, the following terms shall
have the following meanings:

     "Applicable  Percentage" means (i) 80% for any conversion  honored prior to
the 120th day after the  Original  Issue  Date,  (ii)  77.5% for any  conversion
honored on or after the 120th day and prior to the 150th day after the  Original
Issue Date, and (iii) 75% for any  conversion  honored on or after the 150th day
after the Original  Issue Date. For purposes  hereof,  a conversion is deemed to
have been honored  when the shares of Common  Stock  issuable in respect of such
conversion are received by the Holder in accordance with the terms hereof.

     "Average  Price" on any date means the average Per Share  Market  Value for
the five (5) Trading Days immediately preceding such date.


<PAGE>13

     "Business  Day"  means any day  except  Saturday,  Sunday and any day which
shall be a legal holiday or a day on which banking  institutions in the State of
New York are authorized or required  by law or other government action to close.

     "Common Stock" means the Company's common stock, $.001 par value per share,
and stock of any other  class  into which such  shares may  hereafter  have been
reclassified or changed.

     "Mandatory Prepayment Amount" for any Debentures shall equal the sum of (i)
the principal  amount of  Debentures to be prepaid,  plus all accrued and unpaid
interest thereon,  divided by the Conversion Price on (x) the date the Mandatory
Prepayment Amount is demanded or (y) the date the Mandatory Prepayment Amount is
paid in full, whichever is less, multiplied by the Average Price on (x) the date
the  Mandatory  Prepayment  Amount  is  demanded  or (y) the date the  Mandatory
Prepayment  Amount is paid in full,  whichever  is  greater,  and (ii) all other
amounts,  costs,  expenses  and  liquidated  damages  due  in  respect  of  such
Debentures.

     "Original  Issue  Date"  shall mean the date of the first  issuance  of any
Debentures regardless of the number of transfers of any Debenture and regardless
of the number of instruments which may be issued to evidence such Debenture.

     "Per Share Market Value" on any  particular  date means (a) the closing bid
price  per  share  of the  Common  Stock on such  date as  quoted  by  Bloomberg
Information Services, Inc.  ("Bloomberg"),  or similar organizations or agencies
succeeding to its functions of reporting  prices,  or (b) if the Common Stock is
no longer reported by Bloomberg, or such similar organizations or agencies, such
closing bid price per share shall be  determined  by  reference  to "Pink Sheet"
quotes for the relevant  conversion  period as  determined  in good faith by the
Holder or (c) if the Common Stock is not then publicly  traded,  the fair market
value of a share of Common Stock as determined by an appraiser  selected in good
faith by the Holders of a majority in interest of the Debentures.

     "Person" means a corporation, an association, a partnership,  organization,
a business,  an individual,  a government or political  subdivision thereof or a
governmental agency.

     "Purchase  Agreement" means the Convertible  Debenture Purchase  Agreement,
dated as of the Original Issue Date, between the Company and the original Holder
of  Debentures,  as  amended,  modified  or  supplemented  from  time to time in
accordance with its terms.

     "Registration  Rights  Agreement" means the Registration  Rights Agreement,
dated as of the Original Issue Date, between the Company and the original Holder
of  Debentures,  as  amended,  modified  or  supplemented  from  time to time in
accordance with its terms.

     "Security  Agreement"  means the Security  Agreement,  dated as of June 29,
1998, between the Company and the original Holder of Debentures,  as amended and
restated on August 28, 1998,  December 15, 1998 and the Original Issue Date, and
as may be  further  amended  modified  or  supplemented  from  time  to  time in
accordance with its terms.


<PAGE>14


     "Trading  Day" means (a) a day on which the  Common  Stock is traded on the
Nasdaq Stock Market or other stock  exchange or market on which the Common Stock
has been  listed,  or (b) if the Common  Stock is not listed on the Nasdaq Stock
Market or any stock  exchange  or  market,  a day on which the  Common  Stock is
traded on the over-the-counter market, as reported by the OTC Bulletin Board, or
(c) if the Common Stock is not quoted on the OTC Bulletin  Board, a day on which
the Common  Stock is quoted on the  over-the-counter  market as  reported by the
National  Quotation Bureau  Incorporated (or any similar  organization or agency
succeeding its functions of reporting prices).

     "Underlying  Shares"  means  the  shares  of  Common  Stock  issuable  upon
conversion of Debentures or as payment of interest in accordance  with the terms
hereof.

     "Underlying  Securities   Registration   Statement"  means  a  registration
statement  meeting  the  requirements  set  forth  in  the  Registration  Rights
Agreement,  covering among other things the resale of the Underlying  Shares and
naming the Holder as a "selling stockholder" thereunder.

     Section 7.  Except as  expressly  provided  herein,  no  provision  of this
Debenture shall alter or impair the obligation of the Company, which is absolute
and unconditional,  to pay the principal of, interest and liquidated damages (if
any) on,  this  Debenture  at the  time,  place,  and  rate,  and in the coin or
currency,  herein  prescribed.  This  Debenture  is a direct  obligation  of the
Company.  This  Debenture  ranks  pari passu  with all other  Debentures  now or
hereafter  issued  under  the  terms  set forth  herein.  The  Company  may only
voluntarily  prepay  the  outstanding  principal  amount  on the  Debentures  in
accordance with Section 5 hereof.

     Section 8. This Debenture shall not entitle the Holder to any of the rights
of a stockholder  of the Company,  including  without  limitation,  the right to
vote, to receive dividends and other distributions, or to receive any notice of,
or to attend,  meetings of stockholders or any other proceedings of the Company,
unless and to the extent  converted  into shares of Common  Stock in  accordance
with the terms hereof.

     Section 9. If this Debenture shall be mutilated, lost, stolen or destroyed,
the Company shall execute and deliver, in exchange and substitution for and upon
cancellation of a mutilated  Debenture,  or in lieu of or in substitution  for a
lost, stolen or destroyed debenture, a new Debenture for the principal amount of
this Debenture so mutilated,  lost, stolen or destroyed but only upon receipt of
evidence  of such  loss,  theft or  destruction  of such  Debenture,  and of the
ownership hereof, and indemnity,  if requested,  all reasonably  satisfactory to
the Company.

     Section 10. This Debenture shall be governed by and construed in accordance
with the laws of the State of New York,  without  giving  effect to conflicts of
laws  thereof.   The  Company  hereby  irrevocably   submits  to  the  exclusive
jurisdiction  of the state and federal  courts  sitting in the City of New York,
borough of  Manhattan,  for the  adjudication  of any  dispute  hereunder  or in
connection  herewith or with any  transaction  contemplated  hereby or discussed
herein,  and hereby  irrevocably  waives,  and agrees not to assert in any suit,
action  or  proceeding,  any  claim  that it is not  personally  subject  to the
jurisdiction  of  any  such  court, or  that  such suit, action or proceeding is


<PAGE>15



improper.  The Company hereby irrevocably waives personal service of process and
consents  to process  being  served in any such suit,  action or  proceeding  by
receiving  a copy  thereof  sent to the  Company  at the  address  in effect for
notices  to it  under  this  instrument  and  agrees  that  such  service  shall
constitute good and sufficient  service of process and notice  thereof.  Nothing
contained  herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law.

     Section  11.  Any  waiver by the  Company  or the Holder of a breach of any
provision of this Debenture  shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of
this  Debenture.  The failure of the Company or the Holder to insist upon strict
adherence to any term of this  Debenture on one or more  occasions  shall not be
considered a waiver or deprive that party of the right thereafter to insist upon
strict  adherence to that term or any other term of this  Debenture.  Any waiver
must be in writing.

     Section 12. If any  provision  of this  Debenture  is  invalid,  illegal or
unenforceable,  the balance of this Debenture shall remain in effect, and if any
provision is inapplicable to any person or circumstance,  it shall  nevertheless
remain applicable to all other persons and circumstances.

     Section 13. Whenever any payment or other obligation hereunder shall be due
on a day other  than a  Business  Day,  such  payment  shall be made on the next
succeeding  Business Day (or, if such next succeeding  Business Day falls in the
next calendar  month,  the preceding  Business Day in the  appropriate  calendar
month).

     Section  14.  The  payment   obligations   under  this  Debenture  and  the
obligations  of the Company to the Holder  arising upon the conversion of all or
any of the  Debentures  in  accordance  with the  provisions  hereof are secured
pursuant to the Security Agreement.


                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                             SIGNATURE PAGE FOLLOWS]


<PAGE>16


     IN WITNESS  WHEREOF,  the  Company  has  caused  this  Secured  Convertible
Debenture to be duly executed by a duly authorized  officer as of the date first
above indicated.

                                             INNOVACOM, INC.



                                             By:________________________________
                                             Name:
                                             Title:

Attest:



By:___________________________
   Name:
   Title:


<PAGE>17


                                    EXHIBIT A

                                 INNOVACOM, INC

                              NOTICE OF CONVERSION
                          AT THE ELECTION OF THE HOLDER

(To be Executed by the Registered Holder
in order to Convert the Debenture)

The undersigned hereby elects to convert Debenture No. E-1 into shares of Common
Stock, $.001 par value per share (the "Common Stock"),  of INNOVACOM,  INC. (the
"Company")  according to the conditions hereof, as of the date written below. If
shares  are to be issued in the name of a person  other  than  undersigned,  the
undersigned  will pay all transfer  taxes  payable  with respect  thereto and is
delivering  herewith such  certificates and opinions as reasonably  requested by
the Company in  accordance  therewith.  No fee will be charged to the holder for
any conversion, except for such transfer taxes, if any.

Conversion calculations:
                                  _____________________________________________
                                  Date to Effect Conversion


                                  _____________________________________________
                                  Principal Amount of Debentures to be Converted


                                  _____________________________________________
                                  Number of shares of Common Stock to be Issued


                                  _____________________________________________
                                  Applicable Conversion Price


                                  _____________________________________________
                                  Signature


                                  _____________________________________________
                                  Name


                                  _____________________________________________
                                  Address