EXHIBIT A

        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.

        THIS  DEBENTURE IS SUBJECT TO CERTAIN  RESTRICTIONS  ON  CONVERSION  SET
FORTH IN SECTION 3.8 OF A CONVERTIBLE DEBENTURE PURCHASE AGREEMENT,  DATED AS OF
JUNE 29, 1998, BETWEEN  INNOVACOM,  INC. (THE "COMPANY") AND THE ORIGINAL HOLDER
HEREOF.  A COPY OF THAT  AGREEMENT  IS ON FILE AT THE  PRINCIPAL  OFFICE  OF THE
COMPANY.

No. B-1                                                        U.S. $500,000

                                       INNOVACOM, INC.
                      7% SECURED CONVERTIBLE DEBENTURE DUE JUNE 29, 2003

        THIS DEBENTURE is one of a series of duly authorized  issued  debentures
of  InnovaCom,  Inc., a corporation  organized  under the laws of the Nevada and
having a principal place of business at 2855 Kifer Road, Suite 100, Santa Clara,
California 95051 (the "Company"),  designated as its 7% Convertible  Debentures,
due June 29,  2003  (the  "Debentures"),  in an  aggregate  principal  amount of
$2,000,000.

        FOR VALUE  RECEIVED,  the Company  promises to pay to JNC Strategic Fund
Ltd., or registered  assigns (the  "Holder"),  the principal sum of Five Hundred
Thousand Dollars  ($500,000),  on or prior to June 29, 2003 or such earlier date
as the Debentures are 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 commencing September 30, 1998, but in no
event  later  than the  earlier  to occur of a  Conversion  Date (as  defined in
Section 4(a)(i)) for such principal amount or the Maturity Date.  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 the Debentures (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


                                             
<PAGE>



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
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;  (iii) such shares are not  "actively  traded" on the OTC
Bulletin Board (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")); or (iv) the issuance of such shares would result
in the recipient thereof  beneficially owning more than 4.999% of the issued and
outstanding  shares of Common Stock as determined in accordance  with Rule 13d-3
under the Securities Exchange Act of 1934, as amended. The Common Stock shall be
deemed to be "actively  traded" on the OTC Bulletin Board under this  Debenture,
if (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 $750,000 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,


                                             

<PAGE>



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);

               (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;



                                             

<PAGE>



               (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 on the OTC
        Bulletin  Board  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 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 150th 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  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


                                             

<PAGE>



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) 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 after 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 the Debentures (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 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 and Section 3.8 of the Purchase  Agreement,  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.

               (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
(subject to reduction pursuant to Section 3.8 of the Purchase  Agreement),  (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  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


                                             

<PAGE>



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 $0.35;  provided,  that,  if (a) an Underlying
Securities Registration Statement is not filed on or prior to the 30th day after
the Original  Issue Date, 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  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 90th day after the Original Issue Date, 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  on the OTC  Bulletin  Board 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


                                             

<PAGE>



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.

(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, 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


                                             

<PAGE>



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.
(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
                                     

<PAGE>



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       

                      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


                                             

<PAGE>



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  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.



                                             

<PAGE>



               (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
Price shall be  increased  by 15% per annum (to accrue  daily) until paid (which
amount shall be paid as liquidated damages and


                                             

<PAGE>



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:

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

               "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.



                                             

<PAGE>



               "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.

               "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.



                                             
<PAGE>



               "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
non-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
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


                                             

<PAGE>



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 that certain security  agreement dated as of the date hereof between
the Company and the original Holder hereof.

                          [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                                    SIGNATURE PAGE FOLLOWS]


                                             

<PAGE>




               IN WITNESS  WHEREOF,  the Company has caused this 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>


                                           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. B-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