SECOND AMENDED AND RESTATED SECURITY AGREEMENT


               THIS  SECOND  AMENDED  AND  RESTATED   SECURITY   AGREEMENT  (the
"Agreement") is made and entered into, as of December 15th, 1998, by and between
JNC Strategic  Fund Ltd., a Cayman  Islands  corporation  ("JNC") and InnovaCom,
Inc., a Nevada corporation (the "Company").

                                    RECITALS

        WHEREAS,  on  June  29,  1998,  JNC  and  the  Company  entered  into  a
Convertible  Debenture Purchase Agreement (the "June 29th Purchase  Agreement"),
and related  documents,  pursuant to which JNC purchased an aggregate  principal
amount of  $2,000,000 of the Company's 7%  Convertible  Debentures  Due June 29,
2003 (the "June 29th Debentures"); and

        WHEREAS,  in  connection  with the June  29th  Purchase  Agreement,  the
Company also executed and delivered to JNC a Security  Agreement (the "June 29th
Security Agreement") to secure the payment and discharge of all of the Company's
obligations  under  the  Debentures  (as  defined  in  the  June  29th  Purchase
Agreement) and to provide JNC with a continuing security interest,  a first lien
upon, and a right of set-off  against,  all of the Company's  right,  title, and
interest in the Collateral (as defined in the June 29th Security Agreement),  to
which any and all rights and claims of any other parties  shall be  subordinate;
and

        WHEREAS, JNC and the Company subsequently agreed to amend and restate in
its  entirety  the June 29th  Security  Agreement  (the  "August  28th  Security
Agreement")  in connection  with their  entering  into a  Convertible  Debenture
Purchase  Agreement  dated as of August 28th,  1998 (the  "August 28th  Purchase
Agreement") in order to provide that the obligations of the Company  pursuant to
the Company's 7%  Convertible  Debentures  Due August 28, 2003 (the "August 28th
Debentures")  and other  Transaction  Documents  (as  defined in the August 28th
Purchase  Agreement)  would  also be  deemed to be part of the  Obligations  (as
defined in Section 2 of the June 29th  Security  Agreement) of the Company under
the June 29th Security Agreement; and

        WHEREAS, JNC and the Company have now agreed to amend and restate in its
entirety the August 28th Security  Agreement in connection  with their  entering
into a Convertible  Debenture Purchase Agreement dated as of December 15th, 1998
(the "December 15th Purchase Agreement" and together with the June 29th Purchase
Agreement and the August 28th Purchase Agreement,  the "Purchase Agreements") in
order to provide that the  obligations of the Company  pursuant to the Company's
7% Secured  Convertible  Debentures  Due December 15, 2003 (the  "December  15th
Debentures and  collectively  with the June 29th  Debentures and the August 28th
Debentures,  the "Debentures")  and other  Transaction  Documents (as defined in
Section 2.1(a) of the December 15th Purchase  Agreement) shall also be deemed to
be part of the  Obligations  (as defined in Section 2 of the June 29th  Security
Agreement and the August 28th Security  Agreement) of the Company under the June
29th Security Agreement and the August 28th Security Agreement;


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        NOW, THEREFORE,  in consideration of the agreements herein contained and
for  other  good and  valuable  consideration,  the  receipt  of which is hereby
acknowledged, the parties hereto hereby agree as follows:

                                    AGREEMENT

1.      Definitions.  Unless otherwise defined,  or unless the context otherwise
        requires,  capitalized  terms used in this Agreement shall have the same
        meaning  given such terms in the  Transaction  Documents  (as defined in
        Section 2.1(a) of the December 15th Purchase Agreement).

        a.     The following  terms shall have the same meaning given such terms
               in  Article  9 of the  Uniform  Commercial  Code of the  State of
               California, as amended to the date of this Agreement,  and/or any
               other  applicable  law of any  jurisdiction  (whether or not such
               other  Uniform  Commercial  Code  applies to the  Collateral,  as
               defined   herein)(collectively,   the  "UCC"):   Chattel   Paper,
               Documents,   Goods,   Instruments,   Accounts,   Consumer  Goods,
               Equipment,   Fixtures,   Deposit  Accounts,   Proceeds,   General
               Intangibles and Inventory.

2.      Grant of Security Interest.  As security for the full and
punctual satisfaction,  payment,  --------------------------  and performance of
all of  the  obligations  of  the  Company  pursuant  to all of the  Transaction
Documents referenced in each of the Purchase Agreements (collectively,  the "JNC
Transaction Documents"), as such obligations may be amended,  supplemented,  and
modified  from  time to time  (the  "Obligations"),  the  Company  does  hereby,
unconditionally  and irrevocably,  pledge,  mortgage,  assign, set over, convey,
grant,  transfer,  and deliver  (collectively,  "Transfer")  to JNC a continuing
security interest, a first lien upon, and a right of set-off against, all of the
Company's right, title, and interest of whatsoever kind and nature in and to the
Collateral  (as  hereinafter  defined)(the  "Security  Interest").  The Security
Interest  granted hereby shall relate back to the date of the June 29th Security
Agreement.

3.      Collateral.  The "Collateral" shall cover and include all right, title,
and interest of the Company in, to, and under all of the following,  whether now
existing or hereafter  acquired from time to time:  (i) all  Accounts;  (ii) all
receivables;  (iii) all General Intangibles;  (iv) all Goods, including, without
limitation,  all Equipment,  and all Inventory,  whether now held or acquired in
the future and wherever located, including, but not limited to Inventory that is
repossessed,  returned  or  acquired  as a result of a  "trade-in;"  and (v) all
letters of credit,  notes,  drafts,  stock and other debt and equity  securities
whether or not certificated, and all instruments; (vi) all Chattel Paper and all
Documents including without limitation documents of title (vii) all Instruments;
(viii) all contract rights and all causes of action;  (ix) all Deposit  Accounts
(general or special) with, and all credits and other claims against, all-lenders
or other financial  institutions;  (x) all money; (xi) all property or interests
in property now or hereafter  coming into the possession,  custody or control of
the Company (whether for safekeeping,  deposit,  custody, pledge,  transmission,
collection or otherwise);  (xii) all Proceeds including, without limitation, all
proceeds  of any loans,  including  the Loan and all  insurance  proceeds  of or
relating to any of the foregoing;  (xiii) all books and records  relating to any
of the foregoing; (xiv) all Fixtures, accessions and additions to, substitutions
for, and  replacements,  products and proceeds of any of the  foregoing and (xv)
all rights to payment resulting from disposition or other Transfer of any of the
foregoing.


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4.      Preservation and Perfection of Security Interests.  In connection with
the June 29th  Security  Agreement,  the  Company  delivered  to JNC one or more
Uniform Commercial Code Form 1 Financing Statements (collectively, "UCC Form 1")
with  respect to the  Security  Interest.  In addition,  the Company  shall,  as
required  from time to time by JNC,  execute  and deliver or endorse any and all
instruments,   documents,   conveyances,   assignments,   security   agreements,
additional financing statements,  continuation statements,  and other agreements
and writings which JNC may request in order to create,  perfect, or continue the
Security  Interest  or which JNC may  otherwise  reasonably  request in order to
secure, protect or enforce the Security Interest or the rights of JNC under this
Agreement  (but any  failure  to  request or assure  that the  Company  execute,
deliver  or endorse  any such item  shall not  affect  nor impair the  validity,
sufficiency  or  enforceability  of this  Agreement  or any  security  interests
granted  herein,  regardless  of whether any such item was or was not  executed,
delivered or endorsed in a similar  context or on a prior  occasion).  A carbon,
photographic or other reproduction of this Agreement or of a financing statement
is sufficient as a financing statement.

5.      Representations  and  Warranties  of the  Company.  The  Company  hereby
incorporates by reference those  representations and warranties set forth in the
JNC Transaction Documents, and further represents and warrants to JNC:

               a. Except for the rights  granted  hereunder  and the related UCC
          Form 1, and also except for that certain Writ of Attachment granted on
          or about December 8, 1998 in favor of Cadence Design Systems,  Inc., a
          copy of which has been provided to JNC by the Company,  the Company is
          the sole  owner of the  Collateral,  free and  clear  from any  liens,
          security  interests,  encumbrances,  rights  or  claims,  and is fully
          authorized   to  grant  the  Security   Interest  in  and  pledge  the
          Collateral,  and the  Collateral  is not subject to any UCC  financing
          statement.

               b. This  Agreement is fully  sufficient to create and transfer to
          JNC, and shall create and transfer to JNC, a Security  Interest in and
          to all of the Company's right,  title, and interest in the Collateral,
          free and clear of any and all adverse liens,  claims, and encumbrances
          of any kind or nature, and the Company has not transferred,  and shall
          not  transfer  any Security  Interest in the  Collateral  to any other
          person, without the prior written consent of JNC.

               c. This Agreement creates a valid and perfected security interest
          in the Collateral,  securing the performance of the  Obligations.  All
          filings  and other  actions  necessary  to perfect  and  protect  such
          security interest have been made or taken by the Company.

               d. Except for the consent of JNC,  which is implicit  pursuant to
          this  Agreement,   no  consent  of  any  person  (including,   without
          limitation, stock holders or creditors of the Company) is required for
          the  subjection by the Company of the  Collateral to the terms of this
          Agreement.


<PAGE>



               6.  Covenants of the Company.  The Company  hereby  reaffirms and
incorporates  those  covenants  set forth in the JNC  Transaction  Documents and
further covenants and agrees:

               a. To appear  and  defend  any and all  actions  and  proceedings
          affecting  the  Collateral,   or  otherwise   affecting  the  Security
          Interest, against any persons whatsoever, and the Company shall obtain
          and  furnish  to JNC from time to time,  upon  demand,  such  releases
          and/or  subordinations  of claims and liens  which may be  required to
          maintain the priority of the Security Interest hereunder.

               b. To permit JNC, its  representatives  and its agents to inspect
          the Collateral at any time,  and to make copies of records  pertaining
          to the Collateral as may be requested by JNC from time-to-time.

               c. At all times,  to maintain  the liens and  security  interests
          provided for hereunder as valid and perfected first priority liens and
          security interests in the Collateral hereby granted to JNC.

               d.  That  all  Collateral  shall,  for  the  entire  term of this
          Agreement, be free and clear of any liens, mortgages,  pledges, or any
          other encumbrances of any kind or nature  whatsoever,  except only for
          the  security  interests  created by this  Agreement,  or as otherwise
          consented to in writing by JNC.

               e. Not to sell, lease, transfer or remove the Collateral,  or any
          part thereof,  from its present  location  without first obtaining the
          express  written  consent  of JNC,  except in the  ordinary  course of
          business.

               f. With respect to that part of the Collateral which is tangible,
          the Company will maintain such Collateral in good order and repair and
          will not use any part of such  Collateral  in any manner  injurious or
          likely  to be  injurious  or which  will  result  in its  unreasonable
          deterioration or consumption or which will be in violation of any laws
          or regulations or any policy of insurance.  With respect to Collateral
          which is not  tangible,  the  Company  will take all steps  reasonably
          necessary  to preserve and protect the value of such  Collateral,  and
          the Company will diligently  pursue and seek to preserve,  enforce and
          collect any rights, claims, causes of action and accounts receivable.

               g. To safeguard and protect all Collateral for the account of JNC
          and make no disposition  thereof other than in the ordinary  course of
          business.  At the request of JNC, the Company will sign and deliver to
          JNC,  at any  time  or  from  time  to  time,  one or  more  financing
          statements  pursuant to the UCC in form  satisfactory  to JNC and will
          pay the cost of filing the same in all public offices  wherever filing
          is, or is deemed by JNC to be, necessary or desirable and with respect
          to the Collateral.

               h. To promptly  notify JNC in  sufficient  detail  upon  becoming
          aware of any attachment, garnishment, execution or other legal process
          levied  against  any  or  all of  the  Collateral  and  of  any  other
          information  received by the Company  that may  materially  affect the
          value of the  Collateral,  the  Security  Interest  or the  rights and
          remedies of JNC hereunder.


<PAGE>


        i.     To maintain insurance on the Collateral against loss or damage by
               fire,   perils  commonly  covered  under  the  extended  coverage
               endorsement, malicious mischief and sprinkler leakage.

7. Defaults. The following events shall be "Events of Default":

        a.     An Event of Default under any of the JNC Transaction Documents;or

        b.     The  Company  shall  fail  to  observe  or  perform  any  of  its
               obligations hereunder for 20 days after receipt by the Company of
               notice of such default from JNC; or

        c.     Any representation,  warranty, certification or statement made by
               the Company  hereunder  shall prove to have been incorrect in any
               material respect when made.

8.      Duty To Hold In Trust. Upon the occurrence of any Event of Default,  the
Company  shall,  upon  receipt  by it of any  revenue,  income,  or  other  sums
(collectively,  the "Sums")  subject to the Security  Interest,  whether payable
pursuant to the Debentures or otherwise,  or of any check,  draft,  note,  trade
acceptance  or other  instrument  evidencing  an obligation to pay any such sum,
hold the same in trust for JNC and shall forthwith endorse and transfer any such
sums or instruments,  or both, to JNC for application to the satisfaction of the
Obligations.

9.      Rights and Remedies Upon Default.  Upon occurrence of any of the above
Events  of  Default  and at any time  thereafter,  as long as any such  Event of
Default shall continue,  JNC may exercise any and all of the rights and remedies
conferred hereunder and under any of the JNC Transaction  Documents,  including,
without  limitation,   the  right,  to  accelerate  payment  under  any  or  all
Debentures,  and JNC shall have all the rights and  remedies of a secured  party
under the UCC and shall  further  have,  in  addition  to all other  rights  and
remedies provided herein or by law, the following rights and powers:

        a.     JNC may enter upon the premises  where any of the  Collateral may
               be located, and take possession of the Collateral, and demand and
               receive  reconveyance  of the Collateral  from any person who has
               possession  thereof,  and JNC may take  such  measures  as may be
               necessary  or  proper  for the care or  protection  of the  value
               thereof,  including the right to remove, keep and/or store all or
               any  portion  of the  Collateral  or put a  custodian  in  charge
               thereof; and/or

        b.     At JNC's  request,  the Company shall assemble the Collateral and
               make it  available  to JNC at places  which JNC shall  reasonably
               select, whether at the Company's premises or elsewhere,  and make
               available to JNC, without rent, all of the Company's premises and
               facilities for the purpose of JNC taking  possession of, removing
               or putting the Collateral in saleable or disposable form; and/or

        c.     With or without  taking  possession,  JNC may sell or cause to be
               sold, at any time,  and from time to time, as JNC may  determine,
               any of the  Collateral  in its entirety or in parcels,  either at
               public or  private  sale,  at such price and on such terms as JNC
               may deem best, at which sale JNC may bid and purchase to the


<PAGE>


               extent  permitted by law, as now or  hereinafter  in effect,  all
               without  (except as shall be required by  applicable  statute and
               cannot be waived)  advertisement  or demand upon or notice to the
               Company or right of redemption  of the Company,  which are hereby
               expressly  waived.  The Company shall have no right of redemption
               subsequent to any such sale, and hereby expressly waives any such
               right.  JNC shall  apply the  proceeds  of any such sale or sales
               first to the  expenses  incident  thereto,  including  reasonable
               attorneys'  fees, and next to the full and complete  satisfaction
               of all of the Obligations.  The Company shall remain fully liable
               to JNC for any deficiency  which may exist after any such sale or
               sales and the  application of the proceeds  thereof in accordance
               herewith.  Any  purchaser  at any such  sale or sales  (including
               without   limitation  JNC)  shall  thereafter  hold  any  of  the
               Collateral so purchased  absolutely  free from any claim or right
               of any nature whatsoever by any other person or entity (including
               without limitation the Company); and/or

               i. Upon each such sale, JNC may, unless  prohibited by applicable
          statute  which  cannot  be  waived,  purchase  all or any  part of the
          Collateral being sold, free from and discharged of all trusts, claims,
          right of  redemption  and  equities of the  Company,  which are hereby
          waived and released.

               ii. The proceeds of any such sale, lease, or other disposition of
          the Collateral  shall be applied  first,  to the expenses of retaking,
          holding, storing, processing, and preparing for sale, selling, and the
          like, and to the reasonable  attorneys' fees and expenses  incurred by
          JNC, and then to satisfaction of the  Obligations,  and to the payment
          of any other amounts required by applicable law, after which JNC shall
          pay to the Company any surplus  proceeds.  If, upon the sale, lease or
          other  disposition  of  the  Collateral,   the  proceeds  thereof  are
          insufficient to pay all amounts to which JNC is legally entitled,  the
          Company  will be liable for the  deficiency,  together  with  interest
          thereon,  at the rate of 18% per annum (the "Default  Rate"),  and the
          reasonable  fees of any  attorneys  employed  by JNC to  collect  such
          deficiency.  To the extent  permitted by  applicable  law, the Company
          waives all claims,  damages and demands against JNC arising out of the
          repossession, removal, retention or sale of the Collateral, unless due
          to the gross negligence or willful misconduct of JNC.

        d.     Upon the  occurrence  and during the  continuance  of an Event of
               Default,  JNC  shall  have  the  right  to  send  notice  of  the
               assignment  granted  herein  and the  security  interest  created
               hereunder  to any  account  debtors  of the  Company or any other
               persons obligated on, holding or otherwise concerned with, any of
               the  receivables,  may demand that monies due or to become due be
               paid to JNC and  thereafter,  JNC  shall  have the sole  right to
               collect  the  receivables  and all  books  and  records  relating
               thereto; and/or

        e.     JNC may institute any proceeding at law, in equity,  or otherwise
               in order to foreclose upon the Collateral or any part thereof. To
               the extent  permitted by law,  any sale thereof  shall be held in
               the same  manner,  with the same  effect and  subject to the same
               terms  and  conditions  as  specified  in  paragraph  (c) of this
               Section  8. JNC may,  in the  exercise  of its sole and  absolute
               discretion,  from  time to time,  at any  time and in any  order,
               choose to institute a


<PAGE>


               proceeding  for  foreclosure  on some  portion of the  Collateral
          and/or a sale under  paragraphs  (c) or (d) on other  portions  of the
          Collateral,  without being deemed to have made an election of remedies
          or to have  waived any other  rights or  remedies,  and without in any
          other way limiting any remedies or rights which it may otherwise have;
          and/or

               f. In its name or in the name of the  Company or  otherwise,  JNC
          may demand, sue for, collect,  or receive any money or property at any
          time  payable or  receivable  on account of or in exchange for or make
          any compromise or settlement  deemed desirable with respect to, any of
          the Collateral, but shall be under no obligation to do so, and JNC may
          extend the time of payment,  arrange for payment in  installments,  or
          otherwise  modify  the terms of, or  release,  any of the  Collateral,
          without  thereby  incurring   responsibility  to,  or  discharging  or
          otherwise  affecting any liability of, the Company or in any other way
          limiting any remedies or rights which JNC may otherwise have; and/or

               g. JNC may, in the event JNC takes  possession of the  Collateral
          pursuant to the exercise of any right or remedy provided for hereunder
          or by law, any  insurance  policy owned by the Company,  together with
          any unearned or prepaid premium thereon,  shall, at the option of JNC,
          be assigned  by the  Company to, and become the sole  property of JNC,
          provided  that the amount of any such  unearned or prepaid  premium is
          thereupon applied to the payment or satisfaction of the Obligations.

10.     Responsibility  for Collateral.  The Company assumes all liabilities and
responsibility  in connection  with all  Collateral,  and the  obligation of the
Company hereunder or under any of the JNC Transaction Documents, and shall in no
way be affected or diminished  by reason of the loss,  destruction,  damage,  or
theft of any of the Collateral or its unavailability for any reason.

11.     Security Interest Absolute.  All rights of JNC and the Security Interest
hereunder,  and all Obligations of the Company hereunder,  shall be absolute and
unconditional,  irrespective of: (a) any lack of validity or  enforceability  of
any of the JNC  Transaction  Documents  or  this  Agreement,  and any  agreement
entered into in connection with the foregoing, or any portion hereof or thereof;
(b) any change in the time,  manner or place of payment or performance of, or in
any other  term of, all or any of the  Obligations,  or any other  amendment  or
waiver of or any consent to any departure  from the JNC  Transaction  Documents;
(c) any exchange,  release,  or nonperfection  of any of the Collateral,  or any
release  or  amendment  or  waiver of or  consent  to  departure  from any other
collateral for, or any guaranty,  or any other  security,  for all or any of the
Obligations;  (d) any action by JNC to obtain, adjust, settle, and cancel in its
sole  discretion  any insurance  claims or matters made or arising in connection
with  the  Collateral;  or (e) any  other  circumstance  which  might  otherwise
constitute  any  legal or  equitable  defense  available  to the  Company,  or a
discharge of all or any part of the Security Interest granted hereby.  Until the
Obligations  shall have been paid and  performed  in full,  JNC's  rights  shall
continue even if the Obligations are barred for any reason,  including,  without
limitation, the running of the statute of limitations or bankruptcy. The Company
expressly waives  presentment,  protest,  notice of protest,  demand,  notice of
nonpayment, and demand for performance. This Agreement shall create a continuing
security  interest in the  Collateral  and shall remain in full force and effect
until the Obligations shall have been paid and performed in full,
                                          

<PAGE>


and  shall  be  binding  upon  the  Company  and its  successors  and  permitted
transferees  and  assigns.  In the event  that at any time any  transfer  of any
Collateral  or any payment  received by JNC  hereunder  shall be deemed by final
order of a court of competent jurisdiction to have been a voidable preference or
fraudulent  conveyance  under the  bankruptcy or  insolvency  laws of the United
States,  or shall be deemed to be  otherwise  due to any party  other  than JNC,
then,  in any such event,  the  Company's  obligations  hereunder  shall survive
cancellation of this Agreement,  and shall not be discharged or satisfied by any
prior payment thereof and/or cancellation of this Agreement,  but shall remain a
valid  and  binding  obligation  enforceable  in  accordance  with the terms and
provisions  hereof.  The  Company  waives  all right to  require  JNC to proceed
against any other  person or to apply any  Collateral  which JNC may hold at any
time,  or to marshal  assets,  or to pursue any other  remedy.  JNC may,  at its
election,  exercise any right or remedy it may have against any security held by
JNC, including,  without limitation, the right to foreclose any such security by
judicial or  nonjudicial  sale,  without  affecting  or impairing in any way the
rights of JNC hereunder. The Company waives any defense arising by reason of the
application of the statute of limitations to any obligation secured hereby.

12.     JNC Appointed  Attorney-in-Fact.  The Company hereby  irrevocably makes,
nominates,  constitutes  and  appoints  JNC and  each of its  officers,  agents,
successors, or assigns (with full power of substitution and resubstitution),  as
the  Company's  true and  lawful  attorney-in-fact  with full  power to take all
actions and sign, execute, acknowledge,  record, and file, in the Company's name
and for  JNC's  use and  benefit,  all  documents  that  shall be  necessary  to
accomplish  the  following on the  occurrence of any Event of Default and at any
time thereafter, so long as such Event of Default shall continue:

        a.     To  receive,  open,  and  dispose  of all mail  addressed  to the
               Company  which  relates  to the  Collateral,  or to  endorse  and
               collect  any  notes,  checks,  drafts,  money  orders,  or  other
               evidences of payment that may come into the possession of JNC;

        b.     To enforce  all rights of the Company  under and  pursuant to any
               agreements  or other  contractual  arrangements  relating  to the
               Collateral,  and to enter  into such other  agreements  as may be
               necessary to exploit the Collateral;

        c.     To pay or discharge taxes, liens,  security  interests,  or other
               encumbrances  at any  time  levied  or  placed  on or  threatened
               against  the  Collateral;   to  demand,  collect,   receipt  for,
               compromise,  settle,  and sue for  monies  due in  respect of the
               Collateral;

        d.     To  execute  and  perform  such  other  and  further  agreements,
               documents,  and instruments of any nature whatsoever,  including,
               but not limited to, the  execution and filing of a UCC Form 1 and
               to do any and all  other  things  as JNC may  deem  necessary  or
               appropriate   for  the  purpose  of  preserving,   protecting  or
               maintaining the Collateral and the Security  Interest  granted to
               JNC; and

        e.     Generally,  to do,  at the  option  of JNC  and at the  Company's
               expense,  at any time, or from time to time,  all acts and things
               which JNC deems necessary to protect,  preserve, and realize upon
               the Collateral and JNC's security  interests  therein in order to
               effect  the  intent  of  this   Agreement  and  of  the  Purchase
               Agreements  all as fully and  effectually as the Company might or
               could do.

<PAGE>


        The Company hereby  ratifies all that said attorney shall lawfully do or
        cause to be done by virtue  hereof.  This power of  attorney  is coupled
        with an interest and shall be irrevocable for the term of this Agreement
        and thereafter as long as any of the Obligations shall be outstanding.

13. Duties of JNC.

               a. The powers  conferred on JNC  hereunder  are solely to protect
          its interests in the  Collateral and shall not impose any duty upon it
          to  exercise  any such  powers.  Except  for the safe  custody  of any
          Collateral  in its actual  possession  and the  accounting  for monies
          actually  received by it hereunder with respect to which JNC shall act
          with  reasonable  care, JNC shall have no duty as to any Collateral or
          as to the taking of any steps necessary to preserve its rights against
          prior parties or any other rights  pertaining to any  Collateral.  JNC
          shall be deemed to have exercised  reasonable  care in the custody and
          preservation  of the Collateral in its possession if the Collateral is
          accorded treatment that is substantially equal to that treatment which
          JNC accords its own property in the ordinary course of its business.

               b. If the Company fails to pay, before delinquency,  any taxes or
          other governmental  charges which may be levied against the Collateral
          or  its  operation  or  use,  or  any  assessments  made  against  the
          Collateral,  or  fails  to make  any  payment  or to take  any  action
          required  herein or in the JNC Transaction  Documents,  or to take any
          other  action  necessary  to preserve  the priority and value of JNC's
          rights under this Agreement,  then JNC may (but shall not be obligated
          to)  make  such  payments  and  take all  such  actions  as JNC  deems
          necessary  to protect  its  security  interest  in or to  protect  and
          preserve  the value of the  Collateral,  and JNC is hereby  authorized
          (without  limiting  the general  nature of the  authority  hereinabove
          conferred) to pay, purchase,  contest, or compromise any encumbrances,
          charges,  or liens which in the  judgment of JNC appear to be prior to
          or superior to, or of equal priority with, the Security Interest.  Any
          amount so paid shall be included in the Obligations secured hereby and
          shall bear  interest  thereon at the Default Rate from date of payment
          until  repaid,  and  shall be  secured  pursuant  to the terms of this
          Agreement by the  Collateral  and shall be repayable by the Company on
          demand.

14.     Expenses.  In addition to expenses payable under the Transaction
Documents, the Company agrees to pay all out of pocket fees, costs, and expenses
incurred  in the  filing  of the UCC Form 1 or any other  financing  statements,
continuation statements, partial releases, and/or termination statements related
thereto or any expenses of any searches  reasonably required by JNC. The Company
shall also pay all other claims and charges which in the  reasonable  opinion of
JNC might prejudice, imperil, or otherwise affect the Collateral or the Security
Interest  therein.  All expenses so incurred  shall be  immediately  paid by the
Company upon demand by JNC. The Company will also,  upon demand,  pay to JNC the
amount of any and all reasonable  expenses,  including the  reasonable  fees and
expenses of its  counsel  and of any experts and agents,  which JNC may incur in
connection with (i) the  administration  of this Agreement,  (ii) the custody or
preservation of, or the sale of, collection from, or other realization upon, any
of the Collateral, (iii) the exercise or enforcement of any of the rights of JNC
hereunder or

<PAGE>

under the JNC  Transaction  Documents,  or (iv) the  failure  by the  Company to
perform  or  observe  any of  the  provisions  contained  herein  or in the  JNC
Transaction Documents.  Until so paid, any fees payable hereunder shall be added
to the  principal  amount of the  Obligations  and shall  bear  interest  at the
Default Rate.

15.     Term of Agreement.  This  Agreement  shall  terminate  when all payments
under any of the JNC Transaction  Documents have been made in full and all other
Obligations  have been paid or discharged.  Upon such  termination,  JNC, at the
request  and  at  the  expense  of the  Company,  will  join  in  executing  any
termination statement with respect to any financing statement executed and filed
pursuant to this Agreement.

16.     Other Security.  To the extent that the Obligations are now or hereafter
secured by property other than the Collateral or by the guarantee,  endorsement,
or property of any other person,  firm,  corporation,  or other entity, then JNC
shall  have  the  right,  in  its  sole  discretion,   to  pursue,   relinquish,
subordinate,  modify, or take any other action with respect thereto,  without in
any way modifying or affecting any of JNC's rights and remedies hereunder.

17.     Miscellaneous.

               a. Indemnity.  The Company agrees to defend, protect,  indemnify,
          and hold  harmless  JNC and each and all of its  respective  officers,
          directors,  employees,  attorneys, and Agents (collectively called the
          "Indemnitees") from and against any and all liabilities,  obligations,
          losses, damages, penalties,  actions, judgments, suits, claims, costs,
          expenses,   and   disbursements  of  any  kind  or  nature  whatsoever
          (including,  without limitation, the reasonable fees and disbursements
          of counsel for such Indemnitees in connection with any  investigative,
          administrative,   or   judicial   proceeding,   whether  or  not  such
          Indemnitees shall be designated a party thereto), which may be imposed
          on, incurred by, or asserted against such Indemnitees (whether direct,
          indirect,  or consequential  and whether based on any federal or state
          laws or other statutory  regulations,  including,  without limitation,
          securities  and  commercial  laws and  regulations,  common  law or at
          equitable  cause,  or contract or otherwise) in any manner relating to
          or  arising  out of this  Agreement  or the  Obligations,  or any act,
          event, or transaction related or attendant thereto, including, without
          limitation, any and all costs and expenses incurred in the enforcement
          of this Agreement  (collectively,  the "Indemnified  Matters"). To the
          extent that the  undertaking to indemnify,  pay, and hold harmless set
          forth in the  preceding  sentence may be  unenforceable  because it is
          violative of any law or public  policy,  the Company shall  contribute
          the maximum  portion  which it is permitted  to pay and satisfy  under
          applicable  law, to the payment and  satisfaction  of all  Indemnified
          Matters incurred by the Indemnitees.

               b.  Course of Dealing.  No course of dealing  between the Company
          and JNC, nor any failure to exercise, nor any delay in exercising,  on
          the part of JNC, any right, power, or privilege hereunder or under the
          JNC Transaction Documents shall operate as a waiver thereof; nor shall
          any  single or partial  exercise  of any right,  power,  or  privilege
          hereunder or thereunder preclude any other or further exercise thereof
          or the exercise of any other right, power or privilege.


<PAGE>


               c. Remedies  Cumulative.  Except as otherwise  expressly provided
          herein, no remedy conferred by any of the specific  provisions of this
          Agreement  is intended to be  exclusive  of any other  remedy which is
          otherwise available at law, in equity, by statute,  or otherwise,  and
          except as  otherwise  expressly  provided  for herein,  each and every
          other  remedy  shall be  cumulative  and shall be in addition to every
          other remedy given hereunder or otherwise.  The election of any one or
          more  of  such  remedies  by any  of  the  parties  hereto  shall  not
          constitute  a waiver by such  party of the  right to pursue  any other
          available remedies.

               d. Notices. All notices, requests, demands, deliveries, and other
          communications  hereunder shall be in writing and, except as otherwise
          specifically provided in this Agreement,  shall be deemed to have been
          duly given, upon receipt,  if delivered  personally or via fax, or ten
          (10) business  days after deposit in the mail, if mailed,  first class
          with postage prepaid to the parties at the following addresses:

                      If to JNC, to:

                      JNC Strategic Fund Ltd.
                      c/o Olympia Capital (Cayman) Ltd.
                      Williams House
                      20 Reid Street
                      Hamilton  HM11
                      Bermuda
                      Attn: Director
                      Fax:  (441) 295-2305

                      with a copy to:

                      Encore Capital Management, LLC
                      12007 Sunrise Valley Drive, Suite 460
                      Reston, VA 20191
                      Attn:  Managing Director
                      Fax:  (703) 476-7711

                      and

                      Robinson Silverman Pearce Aronsohn & Berman LLP
                      1290 Avenue of the Americas
                      New York, NY  10104
                      Attn:  Eric L. Cohen, Esq.
                      Fax:  212-541-4630

                      If to the Company, to:

                      InnovaCom, Inc.
                      3400 Garrett Drive
                      Santa Clara, CA  95054
                      Attn:  Frank Alioto, President
                      Fax:   408-727-8778
                      with a copy to:

                      Bartel Eng Linn & Schroder
                      300 Capitol Mall, Suite 1100
                      Sacramento, CA  95814
                      Attn:  Scott E. Bartel, Esq.
                      Fax:   916-442-3442

               d. Headings. The section headings contained in this Agreement are
          for  convenience  only and shall not  control or affect the meaning or
          construction of any of the provisions of this Agreement.

               e. Governing Law. This Agreement shall be construed in accordance
          with the laws of the  State of New  York,  except  to the  extent  the
          validity,  perfection or enforcement of a security interest  hereunder
          in respect of any particular Collateral are governed by a jurisdiction
          other than the State of New York in which case such law shall govern.

          The Company and JNC hereby  irrevocably   submit   to the jurisdiction
          of any New York  State or  United  States  Federal  court  sitting  in
          Manhattan  county  over any  action or  proceeding  arising  out of or
          relating to this Agreement, and the Company and JNC hereby irrevocably
          agree that all claims in respect of such action or  proceeding  may be
          heard and  determined  in such New York  State or Federal  court.  The
          Company  and JNC agree  that a final  judgment  in any such  action or
          proceeding   shall  be  conclusive   and  may  be  enforced  in  other
          jurisdictions  by suit on the judgment or in any other manner provided
          by law.  The Company and JNC further  waive any  objection to venue in
          such State and any  objection to an action or proceeding in such State
          on the basis of forum non conveniens.

               f.  Amendments,  etc.  Any of the  terms and  provisions  of this
          Agreement  may be waived at any time by the party which is entitled to
          the benefit thereof, but only by a written instrument executed by such
          party.  This  Agreement may be amended only by an agreement in writing
          executed by JNC and the Company.

               g.  Severability.  In  the  event  that  any  provision  of  this
          Agreement is held to be invalid,  prohibited or  unenforceable  in any
          jurisdiction  for any  reason,  unless such  provision  is narrowed by
          judicial construction,  this Agreement shall, as to such jurisdiction,
          be construed as if such invalid, prohibited or unenforceable provision
          had been more  narrowly  drawn so as not to be invalid,  prohibited or
          unenforceable.  If,  notwithstanding  the foregoing,  any provision of
          this Agreement is held to be invalid,  prohibited or  unenforceable in
          any jurisdiction,  such provision,  as to such jurisdiction,  shall be
          ineffective  to  the  extent  of  such   invalidity,   prohibition  or
          unenforceability  without  invalidating the remaining  portion of such
          provision  or the  other  provisions  of this  Agreement  and  without
          affecting  the  validity or  enforceability  of such  provision or the
          other provisions of this Agreement in any other jurisdiction.

               h. Delay, Etc. No delay or omission to exercise any right, power,
          or remedy  accruing to any party  hereto  shall impair any such right,
          power, or remedy of


<PAGE>


          such  part   nor be  construed  to be a     waiver of any such  right,
          power,  or remedy nor  constitute any course of dealing or performance
          hereunder.

               i. Costs and Attorneys'  Fees. If any action,  suit,  arbitration
          proceeding,  or other  proceeding  is  instituted  arising out of this
          Agreement,  the  prevailing  party shall  recover all of such  party's
          costs, including,  without limitation,  the court costs and reasonable
          attorneys'  fees  incurred  therein,  including any and all appeals or
          petitions therefrom.

               j.  Counterparts.  This  Agreement may be executed in one or more
          counterparts,  each of which  may be deemed  an  original,  but all of
          which together,  shall  constitute one and the same  instrument.  This
          Agreement may be executed by a party and sent to the other parties via
          facsimile  transmission and the facsimile  transmitted copy shall have
          the same integrity, force, and effect as an original document.

               k. Entire  Agreement.  This  Agreement  and the other  agreements
          referred to herein  supersede all prior  negotiations  and  agreements
          (whether  written or oral) and  constitute  the  entire  understanding
          among the parties  hereto,  it being  understood  that the August 28th
          Security Agreement is amended and restated in its entirety hereby, and
          that this Agreement relates back to the date of the June 29th Security
          Agreement.

                      [remainder of this page intentionally left blank]

<PAGE>



        IN WITNESS  WHEREOF,  the Company  has caused  this  Second  Amended And
Restated  Security  Agreement to be duly  executed and delivered by its officers
thereunto duly authorized effective as of December 15th, 1998.

                                 INNOVACOM, INC.



                                  By:_____________________________________
                                     Frank Alioto
                                     President

Accepted and agreed, effective
as of this 15th day of December, 1998


JNC STRATEGIC FUND LTD.




By:_______________________________
Its:______________________________