SECURED PROMISSORY NOTE


$450,000.00                                                          May 7, 1999


     FOR VALUE RECEIVED, InnovaCom, Inc., a Nevada corporation ("Maker"), hereby
promises  to pay to JNC  Strategic  Fund Ltd.,  or its  successors  and  assigns
("Payee"),  at its address c/o Encore Capital Management,  L.L.C., 12007 Sunrise
Valley Drive,  Suite 460,  Reston,  VA 20191,  or to such other address as Payee
shall  provide  in  writing to Maker for such  purpose,  in lawful  money of the
United States of America,  the principal sum of FOUR HUNDRED AND FIFTY  THOUSAND
DOLLARS ($450,000), upon demand therefor by Payee.

     1. Security  Agreement.  This Promissory Note shall be a secured obligation
subject to the terms and  conditions of the Sixth Amended and Restated  Security
Agreement, effective as of the date hereof, between Maker and Payee.

     2. Interest Rate.  Interest shall accrue on the unpaid  principal amount of
this  Promissory  Note at the rate of 13% per annum from the date  hereof  until
such unpaid  principal  amount is paid in full.  Interest due hereunder shall be
paid on the date the principal  amount due under this  Promissory Note is repaid
and shall be  computed on the basis of a 365-day  year for the actual  number of
days elapsed.

     3. Default Rate. If Maker shall fail to pay any amounts due hereunder  when
due, whether on demand therefor by Payee or otherwise, Maker shall pay shall pay
interest on any and all such amounts at the rate of 18% per annum accruing daily
from such date until paid in full.

     4. No Waiver of Payee's  Rights etc. All payments of principal and interest
shall be made without setoff, deduction or counterclaim.  No delay or failure on
the part of Payee in exercising  any of its options,  powers or rights,  nor any
partial or single exercise of its options,  powers or rights shall  constitute a
waiver thereof or of any other option, power or right, and no waiver on the part
of Payee of any of its options,  powers or rights  shall  constitute a waiver of
any other option,  power or right.  Maker hereby waives  presentment of payment,
protest, and all notices or demands in connection with the delivery, acceptance,
performance, default or endorsement of this Promissory Note. Acceptance by Payee
of less than the full amount due and payable hereunder shall in no way limit the
right of Payee to require full payment of all sums due and payable  hereunder in
accordance with the terms hereof.

     5.  Modifications.  No term or provision  contained herein may be modified,
amended or waived except by written  agreement or consent signed by the party to
be bound thereby.

     6.  Cumulative  Rights  and  Remedies.  The rights  and  remedies  of Payee
expressed  herein are  cumulative  and not  exclusive of any rights and remedies
otherwise available.

<PAGE>2


     7.  Collection  Expenses.  If this  obligation is placed in the hands of an
attorney for collection after default, and provided Payee prevails on the merits
in respect to its claim of  default,  Maker shall pay (and shall  indemnify  and
hold  harmless  Payee from and  against),  all  reasonable  attorneys'  fees and
expenses incurred by Payee in pursuing collection of this Promissory Note.

     8. Successors and Assigns. This Promissory Note shall be binding upon Maker
and its  successors  and shall inure to the benefit of Payee and its  successors
and assigns.  The term "Payee," as used herein, shall also include any endorsee,
assignee or other holder of this Promissory Note.

     9. Lost or Stolen Promissory Note. If this Promissory Note is lost, stolen,
mutilated or otherwise destroyed, Maker shall execute and deliver to Payee a new
promissory  note  containing  the  same  terms,  and in the same  form,  as this
Promissory  Note. In such event,  Maker may require Payee to deliver to Maker an
affidavit of lost  instrument  and customary  indemnity in respect  thereof as a
condition to the delivery of any such new promissory note.

     10.  Governing Law. This Promissory Note 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.  Each party 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,  that
such suit,  action or  proceeding  is improper.  Each party  hereby  irrevocably
waives  personal  service of process and consents to process being served in any
such suit,  action or  proceeding by mailing a copy thereof to such party at the
address in effect for notices to it under this  Promissory  Note 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.

     IN WITNESS  WHEREOF,  Maker has caused this Secured  Promissory  Note to be
duly executed and delivered as of the date first set forth above.


                                              INNOVACOM, INC.


                                              By:_______________________________
                                              Name:
                                              Title: