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


                                        INNOVACOM, INC.

                                            WARRANT

                                    Dated: January 14, 1999


        InnovaCom, Inc., a Nevada corporation (the "Company"),  hereby certifies
that, for value  received,  JNC Strategic  Fund Ltd., or its registered  assigns
("Holder"), is entitled,  subject to the terms set forth below, to purchase from
the Company up to a total of 187,500 shares of Common Stock, $.001 par value per
share (the "Common  Stock"),  of the Company (each such share, a "Warrant Share"
and all such shares,  the "Warrant  Shares") at an exercise  price equal to $.50
per share (as adjusted from time to time as provided in Section 8, the "Exercise
Price"),  at any time and from time to time from and after the date  hereof  and
through and including January 14, 2004 (the "Expiration  Date"),  and subject to
the following terms and conditions:

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

               2.     Registration of Transfers and Exchanges.

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



<PAGE>2



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

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

               3.     Duration and Exercise of Warrants.

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

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

         A "Date of  Exercise"  means the date on which the Company shall have
received (i) this Warrant (or any New Warrant, as applicable),  with the Form of
Election  to  Purchase  attached  hereto  (or  attached  to  such  New  Warrant)
appropriately  completed and duly signed, and (ii) payment of the Exercise Price
for the  number  of  Warrant  Shares so  indicated  by the  holder  hereof to be
purchased.

   (c) This  Warrant  shall  be  exercisable,  either  in its entirety or, from 
time to time, for a portion of the number of Warrant Shares.  If less than all 
of the Warrant Shares which



<PAGE>3



may be purchased under this Warrant are exercised at any time, the Company shall
issue or cause to be issued, at its expense,  a New Warrant evidencing the right
to purchase  the  remaining  number of Warrant  Shares for which no exercise has
been evidenced by this Warrant.

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

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

               6.  Replacement of Warrant.  If this Warrant is mutilated,  lost,
stolen or  destroyed,  the Company shall issue or cause to be issued in exchange
and  substitution  for  and  upon  cancellation   hereof,  or  in  lieu  of  and
substitution for this Warrant, a New Warrant,  but only upon receipt of evidence
reasonably  satisfactory  to the Company of such loss,  theft or destruction and
indemnity, if requested,  satisfactory to it. Applicants for a New Warrant under
such circumstances shall also comply with such other reasonable  regulations and
procedures and pay such other reasonable charges as the Company may prescribe.

               7. Reservation of Warrant Shares.  The Company  covenants that it
will at all  times  reserve  and  keep  available  out of the  aggregate  of its
authorized but unissued  Common Stock,  solely for the purpose of enabling it to
issue Warrant Shares upon exercise of this Warrant as herein



<PAGE>4



provided,  the number of Warrant Shares which are then issuable and  deliverable
upon the exercise of this entire  Warrant,  free from  preemptive  rights or any
other actual contingent purchase rights of persons other than the Holder (taking
into  account  the  adjustments  and  restrictions  of Section  8). The  Company
covenants  that all Warrant  Shares that shall be so  issuable  and  deliverable
shall,  upon  issuance  and the  payment  of the  applicable  Exercise  Price in
accordance  with the terms hereof,  be duly and validly  authorized,  issued and
fully paid and nonassessable.

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

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

    (b) In case of any  reclassification  of the Common Stock, any consolidation
or merger of the Company  with or into another  person,  the sale or transfer of
all or  substantially  all of the assets of the Company or any compulsory  share
exchange  pursuant to which the Common Stock is converted into other securities,
cash or property,  then the Holder shall have the right  thereafter  to exercise
this  Warrant  only into the shares of stock and other  securities  and property
receivable  upon or deemed to be held by holders of Common Stock  following such
reclassification,  consolidation,  merger, sale, transfer or share exchange, and
the  Holder  shall be  entitled  upon  such  event to  receive  such  amount  of
securities or property  equal to the amount of Warrant  Shares such Holder would
have been entitled to had such Holder exercised this Warrant  immediately  prior
to  such  reclassification,  consolidation,  merger,  sale,  transfer  or  share
exchange.  The terms of any such consolidation,  merger, sale, transfer or share
exchange  shall  include  such terms so as to continue to give to the Holder the
right to receive the securities or property set forth in this Section 8(b) upon


 

<PAGE>5



any exercise following any such reclassification,  consolidation,  merger, sale,
transfer or share exchange.

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

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

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

               (i)  Record Date.  In case the Company shall take a record of the
holders of its Common Stock for the purpose of  entitling  them (A) to receive a
dividend  or  other  distribution  payable  in  Common  Stock  or in  securities
convertible or exchangeable into shares of Common Stock, or (B) to subscribe for
or purchase Common Stock or securities  convertible or exchangeable  into shares
of Common  Stock,  then such  record  date shall be deemed to be the date of the
issue or sale of the shares of Common  Stock  deemed to have been issued or sold
upon the  declaration of such dividend or the making of such other  distribution
or the date of the granting of such right of  subscription  or purchase,  as the
case may be.



<PAGE>6



                    (ii)  Treasury Shares.  The number of shares of Common Stock
outstanding  at any given time shall not include  shares owned or held by or for
the account of the  Company,  and the  disposition  of any such shares  shall be
considered an issue or sale of Common Stock.

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

           (g)    If:

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

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

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

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

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

then the Company shall cause to be mailed to each Holder at their last addresses
as they shall appear upon the Warrant Register,  at least 30 calendar days prior
to the  applicable  record or effective  date  hereinafter  specified,  a notice
stating  (x) the date on which a record is to be taken for the  purpose  of such
dividend, distribution, redemption, rights or warrants, or if a record is not to
be taken,  the date as of which  the  holders  of  Common  Stock of record to be
entitled to such dividend, distributions,  redemption, rights or warrants are to
be  determined  or (y) the date on which such  reclassification,  consolidation,
merger,  sale,  transfer or share  exchange is expected to become  effective  or
close,  and the date as of which it is expected  that holders of Common Stock of
record  shall  be  entitled  to  exchange  their  shares  of  Common  Stock  for
securities, cash or other property


<PAGE>7



deliverable upon such reclassification,  consolidation,  merger, sale, transfer,
share exchange, dissolution,  liquidation or winding up; provided, however, that
the failure to mail such notice or any defect therein or in the mailing  thereof
shall not affect the validity of the corporate  action  required to be specified
in such notice.

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

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

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

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

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

                             B = the Exercise Price.

For purposes of Rule 144  promulgated  under the Securities Act, it is intended,
understood  and  acknowledged  that the  Warrant  Shares  issued  in a  cashless
exercise  transaction  shall be deemed to have been acquired by the Holder,  and
the  holding  period  for the  Warrant  Shares  shall  be  deemed  to have  been
commenced, on the issue date.

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

               11.  Notices.  Any and all  notices  or other  communications  or
deliveries hereunder shall be in writing and shall be deemed given and effective
on the earliest of (i) the date of


<PAGE>8



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

               12.    Warrant Agent.

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

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

               13.    Miscellaneous.

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

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

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

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


<PAGE>9



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


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



<PAGE>10



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


                                 INNOVACOM, INC.


                                 By:                                       

                                 Name:                                        

                                 Title:                                      




<PAGE>11



                                 FORM OF ELECTION TO PURCHASE

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

To InnovaCom, Inc.:

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

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

                                 PLEASE INSERT SOCIAL SECURITY OR
                                 TAX IDENTIFICATION NUMBER




                                (Please print name and address)




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


                                (Please print name and address)





Dated:                       ,                            Name of Holder:

                                     (Print)                               

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



<PAGE>


                                      FORM OF ASSIGNMENT

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

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

Dated:

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


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


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

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

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



In the presence of:


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