CONVERTIBLE  DEBENTURE PURCHASE  AGREEMENT,  dated as of August 28, 1998
(this  "Agreement"),   between  InnovaCom,   Inc.,  a  Nevada  corporation  (the
"Company"),  and  JNC  Strategic  Fund  Ltd.,  a  Cayman  Islands  company  (the
"Purchaser").

        WHEREAS,  subject  to  the  terms  and  conditions  set  forth  in  this
Agreement,  the  Company  desires  to issue  and sell to the  Purchaser  and the
Purchaser desires to purchase an aggregate  principal amount of up to $1,500,000
of  the  Company's  7%  Convertible   Debentures,   due  August  28,  2003  (the
"Debentures"),  which are convertible into shares of the Company's common stock,
par value $.001 per share (the "Common Stock").

        IN CONSIDERATION of the mutual covenants and agreements set forth herein
and for good and valuable  consideration,  the receipt and adequacy of which are
hereby acknowledged, the Company and the Purchaser agree as follows:


                                           ARTICLE I
                           PURCHASE AND SALE OF DEBENTURES; CLOSINGS

        1.1    The Closings.

               (a) Initial Closing.  (i) Upon the execution of this Agreement or
at such later time or date as the parties  shall agree,  the Company shall issue
and sell to the Purchaser and the Purchaser  shall purchase  $500,000  principal
amount of Debentures (the "Initial  Debentures") for an aggregate purchase price
of $500,000. The closing of the purchase and sale of the Initial Debentures (the
"Initial  Closing") shall take place at the offices of Robinson Silverman Pearce
Aronsohn & Berman LLP ("Robinson  Silverman"),  1290 Avenue of the Americas, New
York, New York 10104. The date of the Initial Closing is hereinafter referred to
as the "Initial Closing Date."

                      (ii) At the Initial Closing the parties shall deliver or
shall cause to be delivered the following: (A) the Company shall deliver (1) the
Initial Debentures,  registered in the name of the Purchaser, (2) a Common Stock
purchase warrant in the form of Exhibit C (the "Purchaser Warrant"),  registered
in the name of the Purchaser,  entitling the holder thereof to acquire from time
to time on the terms set forth therein,  up to 75,000 shares of Common Stock for
an exercise  price  (subject  to  adjustment  as set forth  therein) of $.50 per
share,  (3) against  exchange of the Opportunity  Warrants (as defined below), a
Common Stock purchase  warrant in the form of Exhibit C,  registered in the name
of JNC Opportunity Fund Ltd.  ("Opportunity")  (such warrant,  together with the
Purchaser Warrant, the "Warrants"), entitling the holder thereof to acquire from
time to time on the terms  set forth  therein,  up to  500,000  shares of Common
Stock for an exercise price (subject to adjustment as set forth therein) of $.50
per share,  (4) an executed  Amendment (as defined in Section 3.15), and (5) all
other executed instruments,

                                  Convertible Debenture Purchase Agreement

                                       
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agreements  and  certificates  as are required to be delivered by the Company at
the Initial Closing,  including  without  limitation,  an executed  Registration
Rights  Agreement,  dated as of the Initial Closing Date,  between the Purchaser
and the Company in the form of Exhibit B (the "Registration  Rights Agreement"),
and the  Irrevocable  Transfer  Agent  Instructions,  in the form of  Exhibit D,
delivered to and  acknowledged  by the Company's  transfer  agent (the "Transfer
Agent  Instructions");  (B) the  Purchaser  shall  deliver (1)  $500,000 by wire
transfer of immediately  available funds to an account  designated in writing by
the  Company  for such  purpose  prior to the  Initial  Closing,  (2) all  other
executed  instruments,  agreements  and  certificates  as  are  required  to  be
delivered by the Purchaser at the Initial Closing, including without limitation,
an executed Registration Rights Agreement and executed Amendment.

               (b) Subsequent Closings.  (i) Subject to the terms and conditions
set forth in this  Agreement,  the Company shall have the right,  exercisable on
two  occasions  upon,  in each  instance,  ten (10) days  written  notice to the
Purchaser  (each, a "Subsequent  Closing  Notice"),  to require the Purchaser to
purchase  Debentures in such  aggregate  principal  amount up to $500,000 as the
Company may designate in such Subsequent Closing Notice. The Company may deliver
the first Subsequent  Closing Notice no earlier than the expiration of the tenth
(10th) day after the Initial  Closing Date and no later than September 15, 1998.
The Company may deliver a second  Subsequent  Closing Notice no earlier than the
later of (x) the tenth (10th) day  following  the first  Subsequent  Closing (as
defined  below) and (y) September  25, 1998,  and no later than October 5, 1998.
Subject  to the terms  and  conditions  set forth  herein,  the  closing  of the
purchase  of  Debentures   following  a  Subsequent   Closing  Notice  (each,  a
"Subsequent  Closing") shall occur at the offices of Robinson Silverman no later
than the tenth  (10th) day  following  receipt by the  Purchaser of a Subsequent
Closing Notice.  The date of each Subsequent  Closing is referred to herein as a
"Subsequent Closing Date."  Notwithstanding the foregoing,  the time periods set
forth in this  Section  1.1(b) may be  modified  upon the mutual  consent of the
parties.

                      (ii) At each Subsequent  Closing the parties shall deliver
or shall cause to
be  delivered  the  following:  (A) the Company  shall  deliver (1)  Debentures,
registered in the name of the Purchaser,  with an aggregate  principal amount of
up to the lesser of (x) the principal amount indicated in the Subsequent Closing
Notice for such Subsequent Closing and (y) $500,000,  and (2) all other executed
instruments,  agreements and certificates as are required to be delivered by the
Company at such Subsequent Closing,  including without limitation,  executed and
acknowledged  Transfer Agent  Instructions;  and (B) the Purchaser shall deliver
(1) the amount,  in U.S.  dollars,  equal to the amount  contemplated  in clause
(A)(1) above by wire transfer of immediate funds to an account designated by the
Company for such purpose prior to such  Subsequent  Closing and (2) all executed
instruments,  agreements and certificates as are required to be delivered by the
Purchaser at such Subsequent Closing.

               1.2 Form of Debentures.  The  Debentures  shall be in the form of
Exhibit A.

               For purposes of this Agreement, "Conversion Price," "Original
Issue Date," "Conversion Date" "Trading Day" and "Per Share Market Value" shall
 have the meanings set

                                      Convertible Debenture Purchase Agreement

                                            

<PAGE>



forth in the  Debentures;  "Market  Price" as at any date shall mean the average
Per Share Market Value for the five (5) Trading Days immediately  preceding such
date.  "Business  Day" shall mean any day  except  Saturday,  Sunday and any day
which shall be a federal legal holiday or a day on which banking institutions in
the State of New York are  authorized  or required by law or other  governmental
action  to  close.  "Opportunity  Warrants"  means  the  Common  Stock  purchase
warrants,  Warrant Nos. 001 and 002, each registered in the name of Opportunity,
entitling the holder  thereof to acquire up to an aggregate of 500,000 shares of
Common Stock.


                                          ARTICLE II
                                REPRESENTATIONS AND WARRANTIES

        2.1  Representations,  Warranties  and  Agreements  of the Company.  The
Company  hereby  makes  the  following  representations  and  warranties  to the
Purchaser:

               (a) Organization and Qualification. The Company is a corporation,
duly  incorporated,  validly existing and in good standing under the laws of the
Nevada,  with the  requisite  corporate  power and  authority to own and use its
properties and assets and to carry on its business as currently  conducted.  The
Company has no subsidiaries  other than as set forth in Schedule 2.1(a) attached
hereto  (collectively,  the  "Subsidiaries").  Each  of  the  Subsidiaries  is a
corporation, duly incorporated,  validly existing and in good standing under the
laws of the jurisdiction of its incorporation, with the full power and authority
to own and use its  properties  and  assets  and to  carry  on its  business  as
currently conducted.  Each of the Company and the Subsidiaries is duly qualified
to do  business  and is in  good  standing  as a  foreign  corporation  in  each
jurisdiction in which the nature of the business  conducted or property owned by
it makes  such  qualification  necessary,  except  where  the  failure  to be so
qualified or in good standing, as the case may be, could not, individually or in
the aggregate, (x) adversely affect the legality,  validity or enforceability of
this Agreement,  the  Debentures,  the Warrants,  the Security  Agreement or the
Registration Rights Agreement (collectively,  the "Transaction Documents"),  (y)
have a material adverse effect on the results of operations,  assets, prospects,
or condition (financial or otherwise) of the Company and the Subsidiaries, taken
as a whole, or (z) adversely impair the Company's  ability to perform fully on a
timely  basis  its  obligations  under  any  Transaction  Document  (any  of the
foregoing, a "Material Adverse Effect").

               (b)  Authorization;  Enforcement.  The Company has the  requisite
corporate  power and authority to enter into and to consummate the  transactions
contemplated  by the  Transaction  Documents  and  otherwise  to  carry  out its
obligations  thereunder.  The execution and delivery of each of the  Transaction
Documents  by  the  Company  and  the  consummation  by it of  the  transactions
contemplated  thereby have been duly  authorized by all necessary  action on the
part of the Company. Each of the Transaction Documents has been duly executed by
the  Company and when  delivered  in  accordance  with the terms  thereof  shall
constitute the legal,  valid and binding  obligation of the Company  enforceable
against the Company in accordance with its terms,  except as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization,

                                       Convertible Debenture Purchase Agreement

                                            
<PAGE>



moratorium,  liquidation or similar laws relating to, or affecting generally the
enforcement of, creditors' rights and remedies or by other equitable  principles
of general  application.  Neither the Company nor any Subsidiary is in violation
of any of the provisions of its respective articles of incorporation, by-laws or
other charter documents.

               (c)  Capitalization.   The  authorized,  issued  and  outstanding
capital  stock of the  Company  is set forth in  Schedule  2.1(c).  No shares of
Common Stock are entitled to preemptive or similar rights,  nor is any holder of
the Common Stock  entitled to  preemptive or similar  rights  arising out of any
agreement or understanding  with the Company by virtue of any of the Transaction
Documents.  Except as disclosed  in Schedule  2.1(c),  there are no  outstanding
options,  warrants,  script rights to subscribe to, calls or  commitments of any
character  whatsoever  relating  to, or,  except as a result of the purchase and
sale of the Debentures and Warrants hereunder, securities, rights or obligations
convertible  into or  exchangeable  for,  or  giving  any  Person  any  right to
subscribe for or acquire any shares of Common Stock, or contracts,  commitments,
understandings, or arrangements by which the Company or any Subsidiary is or may
become bound to issue additional shares of Common Stock, or securities or rights
convertible or exchangeable into shares of Common Stock. To the knowledge of the
Company,  except as  specifically  disclosed  in the SEC  Documents  (as defined
below) or Schedule 2.1(c),  no Person (as defined below)  beneficially  owns (as
determined  pursuant to Rule 13d-3 promulgated under the Securities Exchange Act
of 1934,  as  amended  (the  "Exchange  Act"))  or has the right to  acquire  by
agreement with or by obligation binding upon the Company,  beneficial  ownership
of in excess of 5% of the Common Stock.  There are no agreements or arrangements
under which the Company or any  Subsidiary  is obligated to register the sale or
resale  of any of their  securities  under the  Securities  Act  (other  than as
contemplated  in  the  Registration  Rights  Agreement).  A  "Person"  means  an
individual or corporation,  partnership,  trust,  incorporated or unincorporated
association,  joint venture,  limited  liability  company,  joint stock company,
government (or an agency or subdivision thereof) or other entity of any kind.

               (d) Issuance of Debentures  and Warrants.  The Debentures and the
Warrants are duly  authorized,  and,  when issued in  accordance  with the terms
hereof, shall be validly issued, fully paid and nonassessable, free and clear of
all liens,  encumbrances and rights of first refusals of any kind (collectively,
"Liens").  Subject to the  compliance  by the  Company to amend its  articles of
incorporation  to increase  the number of  authorized  and  available  shares of
Common Stock pursuant to Section 3.5(a) hereof, the Company has and at all times
while the Debentures and the Warrants are outstanding  will maintain an adequate
reserve of duly  authorized  shares of Common  Stock to enable it to perform its
conversion,  exercise and other obligations  under this Agreement,  the Warrants
and the  Debentures  and in no  circumstances  shall such reserved and available
shares  of Common  Stock be less  than the sum of (i) two  times  the  number of
shares of  Common  Stock as would be  issuable  upon  conversion  in full of the
Debentures, assuming such conversion were effected on the Original Issue Date or
the Filing Date (as defined in the  Registration  Rights  Agreement),  whichever
yields a lower  Conversion  Price,  (ii) the number of shares of Common Stock as
are issuable as payment of interest on the  Debentures,  and (iii) the number of
shares of Common Stock as are issuable  upon  exercise in full of the  Warrants.
The

                                    Convertible Debenture Purchase Agreement

                                            
<PAGE>



shares of Common Stock issuable upon conversion of the Debentures, as payment of
interest in respect  thereof and upon  exercise of the  Warrants  are  sometimes
referred to herein as the "Underlying Shares," and the Debentures,  Warrants and
Underlying Shares are, collectively, the "Securities." Subject to the compliance
by the Company to amend its articles of  incorporation to increase the number of
authorized  and  available  shares of Common  Stock  pursuant to Section  3.5(a)
hereof,  when  issued in  accordance  with the terms of the  Debentures  and the
Warrants,  the Underlying Shares will be duly authorized,  validly issued, fully
paid and nonassessable, free and clear of all Liens,

               (e) No Conflicts. The execution,  delivery and performance of the
Transaction  Documents by the Company and the consummation by the Company of the
transactions  contemplated  thereby  do not  and  will  not (i)  subject  to the
compliance by the Company to amend its articles of incorporation to increase the
number of authorized  and available  shares of Common Stock  pursuant to Section
3.5(a) hereof,  conflict with or violate any provision of the Company's articles
of incorporation, bylaws or other charter documents (each as amended through the
date hereof) or (ii) subject to obtaining the Required Approvals, conflict with,
or  constitute a default (or an event which with notice or lapse of time or both
would  become a default)  under,  or give to others  any rights of  termination,
amendment,   acceleration  or  cancellation  of,  any  agreement,  indenture  or
instrument  (evidencing  a Company debt or  otherwise) to which the Company is a
party or by which any property or asset of the Company is bound or affected,  or
(iii)  result in a violation  of any law,  rule,  regulation,  order,  judgment,
injunction,  decree or other restriction of any court or governmental  authority
to which the Company is subject (including federal and state securities laws and
regulations),  or by which  any  property  or asset of the  Company  is bound or
affected,  except in the case of each of clauses  (ii) and (iii),  as could not,
individually or in the aggregate,  have or result in a Material  Adverse Effect.
The  business of the Company is not being  conducted  in  violation  of any law,
ordinance or regulation of any  governmental  authority,  except for  violations
which, individually or in the aggregate, do not have a Material Adverse Effect.

               (f) Consents and Approvals.  Except as specifically  set forth in
Schedule  2.1(f),  neither the Company nor any  Subsidiary is required to obtain
any  consent,  waiver,  authorization  or  order  of,  or  make  any  filing  or
registration   with,  any  court  or  other  federal,   state,  local  or  other
governmental  authority  or other  Person  in  connection  with  the  execution,
delivery and performance by the Company of the Transaction  Documents other than
(i) the filing of a registration statement covering the resale of the Underlying
Shares by the Purchaser (the  "Underlying  Securities  Registration  Statement")
with the Securities and Exchange Commission (the  "Commission"),  which shall be
filed in the time period set forth in the Registration  Rights  Agreement,  (ii)
the application for the listing of the Underlying Shares on or with any national
securities  exchange,  market or  quotation  system on which the Common Stock is
hereafter listed for trading,  (iii) blue sky securities filings as contemplated
by the  Registration  Rights  Agreement,  (iv) the  filing  of a Form D with the
Commission, (v) the filings necessary to satisfy the Company's obligations under
Section  3.5(a),  and (vi) other than, in all other cases,  where the failure to
obtain such consent,  waiver,  authorization  or order,  or to give or make such
notice or filing, could not have or result in, individually or in the aggregate,
a Material Adverse Effect

                                    Convertible Debenture Purchase Agreement

                                            
<PAGE>



(together  with the  consents,  waivers,  authorizations,  orders,  notices  and
filings referred to in Schedule 2.1(f), the "Required Approvals").

               (g)  Litigation;  Proceedings.  Except as  specified  in Schedule
2.1(g) or as specifically  disclosed in the Disclosure Materials (as hereinafter
defined),  there  is  no  action,  suit,  notice  of  violation,  proceeding  or
investigation  pending  or, to the best  knowledge  of the  Company,  threatened
against or  affecting  the  Company or any of its  Subsidiaries  or any of their
respective  properties  before or by any court,  governmental or  administrative
agency or regulatory authority (Federal,  state, county, local or foreign) which
(i) adversely affects or challenges the legality,  validity or enforceability of
any of the Transaction  Documents or the Securities or (ii) could,  individually
or in the aggregate, have or result in a Material Adverse Effect.

               (h)  No  Default  or  Violation.  Neither  the  Company  nor  any
Subsidiary (i) is in default under or in violation of (and no event has occurred
which has not been waived  which,  with  notice or lapse of time or both,  would
result in a default by the Company or any Subsidiary under), nor has the Company
or any Subsidiary received notice of a claim that it is in default under or that
it is in  violation  of, any  indenture,  loan or credit  agreement or any other
agreement  or  instrument  to  which  it is a party or by which it or any of its
properties is bound, (ii) is in violation of any order of any court,  arbitrator
or  governmental  body,  or  (iii)  is in  violation  of any  statute,  rule  or
regulation of any governmental authority, except as could not individually or in
the aggregate,  have or result in, individually or in the aggregate,  a Material
Adverse Effect.

               (i)   Private   Offering.    Assuming   the   accuracy   of   the
representations and warranties of the Purchaser set forth in Section 2.2(b)-(f),
the issuance and sale of the Securities to the Purchaser as contemplated  hereby
are exempt from the registration requirements of the Securities Act. Neither the
Company  nor any  Person  acting on its behalf has taken or will take any action
which might  subject the  offering,  issuance or sale of the  Securities  to the
registration requirements of the Securities Act.

               (j) SEC  Documents.  Other than the Form  10-QSB for the  quarter
ended March 31, 1998,  since December 12, 1997 the Company has filed all reports
required to be filed by it under the Exchange Act, including pursuant to Section
13(a) or 15(d) thereof (the foregoing  materials being collectively  referred to
herein as the "SEC Documents" and, together with the Schedules to this Agreement
furnished  by or on behalf of the  Company,  the  "Disclosure  Materials")  on a
timely basis,  or has received a valid  extension of such time of filing and has
filed any such SEC Documents prior to the expiration of any such  extension.  As
of their respective  dates, the SEC Documents  complied in all material respects
with the  requirements  of the Securities Act and the Exchange Act and the rules
and regulations of the Commission  promulgated  thereunder,  and none of the SEC
Documents,  when filed,  contained  any untrue  statement of a material  fact or
omitted to state a material fact  required to be stated  therein or necessary in
order to make the statements  therein, in light of the circumstances under which
they were made, not misleading.  All material agreements to which the Company is
a party or by which the  property or assets of the Company is subject  have been
filed as exhibits to the SEC Documents as required;

                                   Convertible Debenture Purchase Agreement

                                             

<PAGE>



the Company is not in breach of any such agreement where such breach may have or
result in a Material  Adverse  Effect.  The financial  statements of the Company
included in the SEC Documents  comply in all material  respects with  applicable
accounting   requirements  and  the  published  rules  and  regulations  of  the
Commission  with  respect  thereto  as in  effect  at the time of  filing.  Such
financial  statements have been prepared in accordance  with generally  accepted
accounting principles as in effect at the time of filing applied on a consistent
basis during the periods involved,  except as may be otherwise indicated in such
financial  statements or the notes  thereto,  and fairly present in all material
respects the  financial  position of the Company as of and for the dates thereof
and the  results  of  operations  and cash  flows for the  periods  then  ended,
subject,  in  the  case  of  unaudited  statements,  to  normal  year-end  audit
adjustments.  Since  the  date  of  the  financial  statements  included  in the
Company's  Registration  Statement  on Form SB-2 (SEC File No.  333-45875)  (the
"Registration  Statement"),  there has been no event,  occurrence or development
that has had a Material Adverse Effect which has not been specifically disclosed
in writing to the  Purchaser  by the  Company.  The Company  last filed  audited
financial statements with the Commission in the Registration Statement,  and has
not received any comments from the Commission in respect thereof.

               (k)  Investment  Company.  The  Company  is  not,  and  is not an
Affiliate  of an  "investment  company"  within the  meaning  of the  Investment
Company Act of 1940, as amended.

               (l) Certain  Fees.  Except for  warrants to be issued to Cardinal
Capital Management,  Inc. and Elizabeth Hagopian, no fees or commissions will be
payable by the  Company to any broker,  financial  advisor,  finder,  investment
banker,  or bank with  respect  to the  transactions  contemplated  hereby.  The
Purchaser  shall have no obligation with respect to such fees or with respect to
any claims made by or on behalf of other Persons for fees of a type contemplated
in this Section that may be due in connection with the transactions contemplated
hereby.  The Company  shall  indemnify  and hold  harmless  the  Purchaser,  its
respective  employees,  officers,  directors,  agents,  and partners,  and their
respective  Affiliates (as such term is defined under Rule 405 promulgated under
the  Securities  Act),  from and  against  all claims,  losses,  damages,  costs
(including the costs of preparation and attorney's  fees) and expenses  suffered
in respect of any such claimed or existing fees.

               (m) Solicitation  Materials.  The Company has not (i) distributed
any  offering  materials  in  connection  with  the  offering  and  sale  of the
Securities   other  than  the  Disclosure   Materials  and  any  amendments  and
supplements thereto or (ii) solicited any offer to buy or sell the Securities by
means of any form of general solicitation or advertising.

               (n) Exclusivity.  The Company shall not issue and sell Debentures
to any Person other than the Purchaser.

               (o) Listing and Maintenance Requirements Compliance.  The Company
has not in the two years preceding the date hereof received  written notice from
any stock exchange,  market or trading  facility on which the Common Stock is or
has been listed or quoted to the effect

                          Convertible Debenture Purchase Agreement

                                           

<PAGE>



that the Company is not in  compliance  with the listing,  maintenance  or other
requirements  of such  exchange,  market,  trading or  quotation  facility.  The
Company has no reason to believe  that it does not now or will not in the future
meet any such requirements.

               (p) Patents  and  Trademarks.  The Company  has, or has rights to
use, all  patents,  patent  applications,  trademarks,  trademark  applications,
service marks, trade names, copyrights,  licenses and rights which are necessary
for use in  connection  with its business and which the failure to so have would
have  a  Material  Adverse  Effect  (collectively,  the  "Intellectual  Property
Rights").  To  the  best  knowledge  of  the  Company,   there  is  no  existing
infringement of any of the Intellectual Property Rights.

               (r)  Disclosure.  All  information  relating to or concerning the
Company set forth in the  Transaction  Documents or provided to the Purchaser or
its representatives and counsel in connection with the transactions contemplated
hereby is true and correct in all  material  respects and does not fail to state
any material fact necessary in order to make the  statements  herein or therein,
in light of the  circumstances  under which they were made, not misleading.  The
Company  notified the  Purchaser on August 25, 1998 that it has been notified by
the  Commission of the existence of a private  investigation  by the  Commission
into certain activities by the Company,  the Company's management and certain of
the Company's registered  representatives  (such investigation is the subject of
the second item of Schedule 2.1 (g)).

The Company  confirms  that it has not  provided to the  Purchaser or any of its
agents or counsel any information that constitutes or might constitute  material
nonpublic  information.  The Company understands and confirms that the Purchaser
shall be relying on the foregoing  representation  in effecting  transactions in
securities of the Company.

        2.2  Representations  and  Warranties  of the  Purchaser.  The Purchaser
hereby makes the following representations and warranties to the Company.

               (a)   Organization;   Authority.   The  Purchaser  is  an  entity
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction of its organization with the requisite power and authority to enter
into  and  to  consummate  the  transactions  contemplated  by  the  Transaction
Documents and to carry out its  obligations  thereunder.  The acquisition of the
Securities to be acquired hereunder by the Purchaser has been duly authorized by
all necessary  action on the part of the  Purchaser.  Each of this Agreement and
the  Registration  Rights  Agreement has been duly executed and delivered by the
Purchaser  and  constitutes  the valid and  legally  binding  obligation  of the
Purchaser,  enforceable  against it in  accordance  with its  terms,  subject to
bankruptcy,  insolvency,  fraudulent  transfer,  reorganization,  moratorium and
similar laws of general applicability relating to or affecting creditors' rights
generally and to general principles of equity.

               (b) Investment  Intent. The Purchaser is acquiring the Securities
to be acquired  hereunder by the  Purchaser  for its own account for  investment
purposes only and not with a view

                                     Convertible Debenture Purchase Agreement

                                             

<PAGE>



to or for  distributing  or  reselling  such  Securities  or any part thereof or
interest therein, without prejudice,  however, to the Purchaser's right, subject
to the provisions of this Agreement and the Registration  Rights  Agreement,  at
all times to sell or  otherwise  dispose  of all or any part of such  Securities
pursuant to an effective  registration statement under the Securities Act and in
compliance with applicable state securities laws or under an exemption from such
registration.

               (c) Purchaser  Status.  At the time the Purchaser was offered the
Securities,  it was, at the date hereof, it is, and at the Closing Date, it will
be, an "accredited investor" as defined in Rule 501(a) under the Securities Act.

               (d)  Experience  of  Purchaser.  The  Purchaser  either  alone or
together  with its  representatives,  has  such  knowledge,  sophistication  and
experience in business and  financial  matters so as to be capable of evaluating
the merits and risks of the prospective investment in the Securities, and has so
evaluated the merits and risks of such investment.

               (e)  Ability  of  Purchaser  to  Bear  Risk  of  Investment.  The
Purchaser  acknowledges  that the Securities  are  speculative  investments  and
involve a high  degree of risk and the  Purchaser  is able to bear the  economic
risk of an  investment in the  Securities  and, at the pre sent time, is able to
afford a complete loss of such investment.

               (f) Access to Information.  The Purchaser acknowledges receipt of
the Disclosure  Materials and further acknowledges that it has been afforded (i)
the  opportunity  to ask such  questions as it has deemed  necessary  of, and to
receive answers from,  representatives  of the Company  concerning the terms and
conditions  of the  offering  of the  Securities,  and the  merits  and risks of
investing in the  Securities,  (ii) access to information  about the Company and
the Company's financial condition, results of operations,  business, properties,
management and prospects sufficient to enable it to evaluate its investment, and
(iii) the  opportunity to obtain such additional  information  which the Company
possesses  or can  acquire  without  unreasonable  effort  or  expense  that  is
necessary to make an informed investment decision with respect to the investment
and to verify the accuracy and completeness of the information  contained in the
Disclosure  Materials.  Neither  such  inquiries  nor  any  other  investigation
conducted  by or on behalf of the  Purchaser or its  representatives  or counsel
shall  modify,  amend or  affect  the  Purchaser's  right to rely on the  truth,
accuracy  and  completeness  of  the  Disclosure  Materials  and  the  Company's
representations and warranties contained in the Transaction Documents.

               (g) Reliance. The Purchaser understands and acknowledges that (i)
the  Securities  to be acquired by it hereunder are being offered and sold to it
without  registration  under the Securities  Act in a private  placement that is
exempt  from the  registration  provisions  of the  Securities  Act and (ii) the
availability  of such  exemption,  depends in part on, and the Company will rely
upon the accuracy and  truthfulness of, the foregoing  representations  and such
Purchaser hereby consents to such reliance.


                                   Convertible Debenture Purchase Agreement

                                             

<PAGE>



               The Company  acknowledges  and agrees that the Purchaser makes no
representations  or  warranties  with respect to the  transactions  contemplated
hereby other than those specifically set forth in this Section 2.2.


                                          ARTICLE III
                                OTHER AGREEMENTS OF THE PARTIES

        3.1  Transfer  Restrictions.  (a)  Securities  may only be  disposed  of
pursuant to an effective registration statement under the Securities Act, to the
Company or pursuant  to an  available  exemption  from or in a  transaction  not
subject  to the  registration  requirements  thereof.  In  connection  with  any
transfer of any  Securities  other than  pursuant to an  effective  registration
statement or to the Company,  the Company may require the transferor  thereof to
provide to the  Company an opinion of counsel  selected by the  transferor,  the
form and  substance of which opinion  shall be  reasonably  satisfactory  to the
Company,  to the effect that such transfer does not require  registration  under
the Securities Act.  Notwithstanding the foregoing,  the Company hereby consents
to and agrees to register any  transfer by the  Purchaser to an Affiliate of the
Purchaser or to a fund under common investment management with the Purchaser, or
any transfers  among any such  Affiliates or funds  provided that the transferee
certifies to the Company that it is an "accredited  investor" as defined in Rule
501(a) under the Securities Act. The Purchaser or Affiliate or other  transferee
shall have the rights of the Purchaser under this Agreement and the Registration
Rights Agreement.

               (b)  The  Purchaser  agrees  to the  imprinting,  so  long  as is
required by this Section 3.1(b), of the following legend on the Securities:

               NEITHER  THESE  SECURITIES  NOR THE  SECURITIES  INTO WHICH THESE
        SECURITIES ARE [CONVERTIBLE] [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,  OR IN A  TRANSACTION  NOT  SUBJECT  TO, THE
        REGISTRATION  REQUIREMENTS  OF THE SECURITIES ACT AND IN ACCORDANCE WITH
        APPLICABLE STATE SECURITIES LAWS.

        Underlying  Shares  shall not contain the legend set forth above (or any
other legend) if the conversion of Debentures, exercise of the Warrants or other
issuances  of  Underlying  Shares as  contemplated  hereby,  as the case may be,
occurs at any time while an  Underlying  Securities  Registration  Statement  is
effective  under the  Securities  Act or, in the event there is not an effective
Underlying Securities  Registration Statement at such time, if in the opinion of
counsel to the

                                       Convertible Debenture Purchase Agreement

                                             

<PAGE>



Company  such  legend  is not  required  under  applicable  requirements  of the
Securities Act (including judicial  interpretations and pronouncements issued by
the  staff of the  Commission).  In the  event the  legend  referenced  above is
required  pursuant to this Section 3.1(b) at the time of the initial issuance of
Underlying Shares,  the Company agrees that it will provide the Purchaser,  upon
request, with a certificate or certificates representing Underlying Shares, free
from such  legend at such time as such legend is no longer  required  hereunder.
The Company may not make any notation on its records or give instructions to any
transfer  agent of the Company  which enlarge the  restrictions  of transfer set
forth in this Section 3.1(b).

        3.2  Acknowledgment  of  Dilution.  The  Company  acknowledges  that the
issuance of  Underlying  Shares upon (i)  conversion  of the  Debentures  and as
payment of interest  thereon and (ii)  exercise  of the  Warrants  may result in
dilution  of the  outstanding  shares of Common  Stock,  which  dilution  may be
substantial under certain market  conditions.  The Company further  acknowledges
that its obligation to issue Underlying Shares in accordance with the Debentures
and the Warrants is unconditional  and absolute  regardless of the effect of any
such dilution.

        3.3 Furnishing of Information. As long as the Purchaser owns Securities,
the Company  covenants to timely file (or obtain  extensions in respect  thereof
and file within the applicable grace period) all reports required to be filed by
the  Company  after the date hereof  pursuant  to Section  13(a) or 15(d) of the
Exchange Act. If at any time prior to the date on which the Purchaser may resell
all of their  Underlying  Shares  without volume  restrictions  pursuant to Rule
144(k)  promulgated  under the  Securities  Act (as determined by counsel to the
Company  pursuant to a written  opinion  letter to such  effect,  addressed  and
acceptable to the Company's transfer agent for the benefit of and enforceable by
the  Purchaser)  the Company is not  required to file  reports  pursuant to such
sections,  it will  prepare  and  furnish  to the  Purchaser  and make  publicly
available in accordance  with Rule 144(c)  promulgated  under the Securities Act
annual and  quarterly  financial  statements,  together  with a  discussion  and
analysis  of such  financial  statements  in form  and  substance  substantially
similar to those that would  otherwise  be  required  to be  included in reports
required by Section  13(a) or 15(d) of the  Exchange Act in the time period that
such filings  would have been required to have been made under the Exchange Act.
The  Company  further  covenants  that it will take such  further  action as any
holder of Securities may  reasonably  request,  all to the extent  required from
time to time to enable such Person to sell Securities without registration under
the Securities Act within the limitation of the exemptions  provided by Rule 144
promulgated  under the Securities  Act,  including the legal opinion  referenced
above in this  Section.  Upon the request of any such Person,  the Company shall
deliver to such Person a written  certification of a duly authorized  officer as
to whether it has complied with such requirements.

        3.4 Integration. The Company shall not and shall use its best efforts to
ensure that no Affiliate shall sell,  offer for sale or solicit offers to buy or
otherwise  negotiate  in respect of any security (as defined in Section 2 of the
Securities  Act)  that  would  be  integrated  with  the  offer  or  sale of the
Securities in a manner that would require the registration  under the Securities
Act of the issue or sale of the Securities to the Purchaser.


                                       Convertible Debenture Purchase Agreement

                                             

<PAGE>



        3.5 Increase in Authorized  Shares. (a) The Company shall, no later than
ninety (90) days  following  the Initial  Closing  Date,  amend its  articles of
incorporation in order to increase the number of authorized and available shares
of Common Stock to a minimum of 75,000,000 shares of Common Stock.

               (b) At  such  time  as the  Company  would  be,  if a  notice  of
conversion  or exercise  (as the case may be) were to be delivered on such date,
precluded  from  (a)  converting  the  full  outstanding   principal  amount  of
Debentures  (and paying any accrued  but unpaid  interest in respect  thereof in
shares of Common Stock) that remain unconverted at such date or (b) honoring the
exercise  in full of the  Warrants  due to the  unavailability  of a  sufficient
number of shares of authorized  but unissued or  re-acquired  Common Stock,  the
Board of  Directors  of the Company  shall  promptly  (and in any case within 30
Business  Days from  such  date)  prepare  and mail to the  shareholders  of the
Company proxy materials requesting authorization to amend the Company's restated
certificate  of  incorporation  to increase the number of shares of Common Stock
which the  Company is  authorized  to issue to at least such number of shares as
reasonably  requested  by the  Purchaser  in order to provide for such number of
authorized  and unissued  shares of Common Stock to enable the Company to comply
with its conversion, exercise and reservation of shares obligations as set forth
in this Agreement, the Debentures and the Warrants. In connection therewith, the
Board of Directors shall (a) adopt proper resolutions authorizing such increase,
(b)  recommend to and otherwise use its best efforts to promptly and duly obtain
stockholder  approval to carry out such  resolutions (and hold a special meeting
of the  shareholders  no later  than the 60th day  after  delivery  of the proxy
materials  relating to such meeting) and (c) within 5 Business Days of obtaining
such shareholder  authorization,  file an appropriate amendment to the Company's
certificate of incorporation to evidence such increase.

        3.6 Listing of Underlying  Shares. The Company will use its best efforts
to list the Common  Stock for  trading on the Nasdaq  SmallCap  Market or Nasdaq
National  Market as soon as  possible  after the  Closing  Date.  The  Purchaser
understands  that the  Company  does not  currently  meet the  requirements  for
initial  listing of the Common Stock on either the Nasdaq National Market or the
Nasdaq SmallCap  Market.  If the Common Stock hereafter is listed for trading on
the Nasdaq National Market,  Nasdaq SmallCap Market,  American Stock Exchange or
New York Stock  Exchange  (each, a "Subsequent  Market"),  or any other national
securities  market or  exchange),  then the Company shall (1) take all necessary
steps to list the Underlying  Shares  thereon,  including the preparation of any
required additional listing  applications  therefor covering at least the sum of
(i) two  times the  number of  Underlying  Shares  as would be  issuable  upon a
conversion in full of the then outstanding  principal amount of Debentures (plus
all Underlying Shares are issuable as payment of interest thereon,  assuming all
such  interest were paid in shares of Common Stock) and upon exercise in full of
the then  unexercised  portion of the Warrants and (2) provide to the  Purchaser
evidence of such listing,  and the Company shall thereafter maintain the listing
of its Common Stock on such  exchange or market as long as Underling  Shares are
issuable and/or outstanding.


                                      Convertible Debenture Purchase Agreement

                                             

<PAGE>



        3.7 Conversion Procedures.  The Transfer Agent Instructions,  Conversion
Notice (as defined in Exhibit A) and Notice of Exercise  under the  Warrants set
forth the  totality of the  procedures  with  respect to the  conversion  of the
Debentures and exercise of the Warrants, including the form of legal opinion, if
necessary, that shall be rendered to the Company's transfer agent and such other
information  and  instructions  as may be  reasonably  necessary  to enable  the
Purchaser  and  Opportunity,  as the  case may be,  to  convert  Debentures  and
exercise the Warrants as contemplated therein.

        3.8  Purchaser's  Rights if  Trading  in Common  Stock is  Suspended  or
Delisted.  If at any time while the Purchaser (or any assignee thereof) owns any
Securities,  the Common Stock is not Actively Traded (as defined herein) (or, if
after the Initial  Closing  Date,  the Common Stock is listed for trading on any
Subsequent  Market, if the Common Stock is delisted or suspended from trading on
such Subsequent  Market,  other than as a result of the suspension of trading in
securities on such Subsequent Market generally, or temporary suspensions pending
the  release of material  information),  then,  notwithstanding  anything to the
contrary  contained  in any  Transaction  Document,  at the  Purchaser's  option
exercisable by written notice to the Company, the Company shall repay the entire
principal  amount of then  outstanding  Debentures  (and all  accrued and unpaid
interest thereon) and redeem all then outstanding Underlying Shares then held by
the  Purchaser,  at an  aggregate  purchase  price  equal  to the sum of (I) the
aggregate  outstanding principal amount of Debentures then held by the Purchaser
divided  by the  Conversion  Price  on (a) the  day  prior  to the  date of such
suspension or  delisting,  (b) the day of such notice or (c) the date of payment
in full of the  repurchase  price  calculated  under this Section,  whichever is
less, and multiplied by the Market Price preceding (x) the day prior to the date
of such suspension or delisting,  (y) the day of such notice and (z) the date of
payment in full of the repurchase price calculated under this Section, whichever
is greater, (II) the aggregate of all accrued but unpaid interest and other non-
principal amounts (including liquidated damages, if any) then payable in respect
of all Debentures to be repaid,  (III) the number of Underlying Shares then held
by the Purchaser  multiplied by the Market Price  immediately  preceding (x) the
day  prior  to the date of such  suspension  or  delisting,  (y) the date of the
notice or (z) the date of payment in full by the Company of the repurchase price
calculated  under this Section,  whichever is greater,  and (IV) interest on the
amounts set forth in I - III above  accruing  from the 5th day after such notice
until the repurchase price under this Section is paid in full at the rate of 15%
per annum.  As used herein,  "Actively  Traded"  shall mean that (a) the average
value of the shares of Common  Stock  traded on the OTC  Bulletin  Board in each
week,  measured  over a four (4) week  period,  on a  rolling  basis,  equals or
exceeds  $80,000 and (b) there are no fewer than ten (10) market makers actively
making a market in the Common Stock.

        3.9 Use of Proceeds.  The Company shall use all of the net proceeds from
the sale of the Securities for working  capital and general  corporate  purposes
and not for the satisfaction of any Company debt or to redeem Company any equity
or  equity-equivalent  securities.  Pending  application of the proceeds of this
placement in the manner  permitted  hereby the Company will invest such proceeds
in interest  bearing  accounts  and/or  short-term,  investment  grade  interest
bearing securities.

                                     Convertible Debenture Purchase Agreement

                                             

<PAGE>




        3.10 Notice of  Breaches.  Each of the Company and the  Purchaser  shall
give  prompt   written  notice  to  the  other  of  any  breach  by  it  of  any
representation,  warranty  or  other  agreement  contained  in  any  Transaction
Document,  as well as any events or  occurrences  arising after the date hereof,
which  would  reasonably  be likely to cause any  representation  or warranty or
other agreement of such party, as the case may be,  contained in the Transaction
Document to be  incorrect  or  breached as of such  Closing  Date.  However,  no
disclosure by either party  pursuant to this Section shall be deemed to cure any
breach of any  representation,  warranty  or other  agreement  contained  in any
Transaction Document.

        Notwithstanding  the  generality  of the  foregoing,  the Company  shall
promptly  notify the Purchaser of any notice or claim  (written or oral) that it
receives from any lender of the Company to the effect that the  consummation  of
the  transactions  contemplated by the Transaction  Documents  violates or would
violate any  written  agreement  or  understanding  between  such lender and the
Company,  and the Company shall promptly  furnish by facsimile to the holders of
the Debentures a copy of any written statement in support of or relating to such
claim or notice.

        3.11  Conversion and Exercise  Obligations  of the Company.  The Company
shall honor  conversions  of the  Debentures  and  exercises of the Warrants and
shall deliver  Underlying  Shares in accordance  with the  respective  terms and
conditions and time periods set forth in the Debentures and the Warrants.

        3.12 Right of First Refusal; Subsequent Registrations; Certain Corporate
Actions.  (a) The Company shall not,  directly or indirectly,  without the prior
written consent of Encore Capital Management,  L.L.C.  ("Encore"),  offer, sell,
grant any option to purchase,  or  otherwise  dispose of (or announce any offer,
sale,  grant or any option to purchase or other  disposition)  any of its or its
Affiliates'  equity  or  equity-equivalent  securities  or any  instrument  that
permits the holder  thereof to acquire Common Stock at any time over the life of
the security or  investment at a price that is less than the market price of the
Common  Stock  at the  time  of  issuance  of such  security  or  investment  (a
"Subsequent Financing") for a period of 180 days after the later to occur of the
second  Subsequent  Closing Date or the tenth (10th) day after the date that the
Company is precluded  hereunder  from  delivering a Subsequent  Closing  Notice,
except (i) the  granting  of options or  warrants  to  employees,  officers  and
directors,  and the issuance of shares upon exercise of options  granted,  under
any stock option plan  heretofore  or  hereinafter  duly adopted by the Company,
(ii) shares issued upon exercise of any currently  outstanding warrants and upon
conversion of any currently outstanding convertible preferred stock in each case
disclosed  in Schedule  2.1(c),  and (iii)  shares of Common  Stock  issued upon
conversion of Debentures,  as payment of interest  thereon,  or upon exercise of
the Warrants in accordance with their respective  terms,  unless (A) the Company
delivers to Encore a written notice (the "Subsequent  Financing  Notice") of its
intention to effect such Subsequent Financing, which Subsequent Financing Notice
shall  describe  in  reasonable  detail the  proposed  terms of such  Subsequent
Financing,  the amount of proceeds intended to be raised thereunder,  the Person
with whom such  Subsequent  Financing  shall be affected,  and attached to which
shall be a term sheet or similar document relating thereto

                                      Convertible Debenture Purchase Agreement

                                             

<PAGE>



and (B) Encore shall not have  notified the Company by 5:00 p.m.  (New York City
time) on the  tenth  (10th)  Trading  Day after its  receipt  of the  Subsequent
Financing  Notice of its  willingness  to cause the  Purchaser to provide (or to
cause  its  sole  designee  to  provide),  subject  to  completion  of  mutually
acceptable  documentation,  financing to the Company on substantially  the terms
set forth in the Subsequent Financing Notice. If Encore shall fail to notify the
Company  of its  intention  to enter  into such  negotiations  within  such time
period, the Company may effect the Subsequent  Financing  substantially upon the
terms  and to the  Persons  (or  Affiliates  of such  Persons)  set forth in the
Subsequent  Financing  Notice;  provided,  that the Company shall provide Encore
with a second Subsequent Financing Notice, and Encore shall again have the right
of first  refusal  set forth  above in this  paragraph  (a),  if the  Subsequent
Financing subject to the initial Subsequent Financing Notice shall not have been
consummated for any reason on the terms set forth in such  Subsequent  Financing
Notice within thirty (30) Trading Days after the date of the initial  Subsequent
Financing Notice with the Person (or an Affiliate of such Person)  identified in
the Subsequent Financing Notice.

               (b) Except Underlying Shares and other  "Registrable  Securities"
(as such term is defined in the Registration  Rights Agreement) to be registered
in accordance with the  Registration  Rights  Agreement,  and other than Company
securities to be registered for resale in connection with  financings  permitted
pursuant to  paragraph  (a)(i)  through  (iii) of this  Section  (other than the
registration of securities on behalf of investment  consultants of the Company),
the Company shall not,  without the prior written consent of the Purchaser,  (i)
issue or sell any of its or any of its Affiliates'  equity or  equity-equivalent
securities  pursuant to Regulation S promulgated  under the  Securities  Act, or
(ii) register for resale any  securities of the Company for a period of not less
than 90 Trading Days after the date that the Underlying Securities  Registration
Statement is declared  effective by the Commission.  Any days that the Purchaser
is unable to sell Underlying Shares under the Underlying Securities Registration
Statement  shall be added to such 90 Trading Day period for the  purposes of (i)
and (ii) above.

                      (c) As long  as  there  are  Debentures  outstanding,  the
Company shall not
and shall cause the  Subsidiaries  not to, without the consent of the holders of
the  Debentures,  (i) amend its  certificate of  incorporation,  bylaws or other
charter  documents  so as to  adversely  affect  any  rights of the  holders  of
Debentures;  (ii) repay,  repurchase or offer to repay,  repurchase or otherwise
acquire  shares of its Common Stock other than as to the Underlying  Shares;  or
(iii) enter into any agreement with respect to any of the foregoing.

        3.13 Transfer of Intellectual Property Rights. Except in connection with
the sale of all or  substantially  all of the  assets  of the  Company  that are
covered under the Debentures,  the Company shall not transfer, sell or otherwise
dispose of, any Intellectual Property Rights, or allow the Intellectual Property
Rights  to become  subject  to any  Liens,  or fail to renew  such  Intellectual
Property  Rights (if renewable and would  otherwise  expire),  without the prior
written consent of the Purchaser.


                                     Convertible Debenture Purchase Agreement

                                             

<PAGE>



        3.14 Certain  Securities Laws  Disclosures;  Publicity.  (a) The Company
shall timely file with the Commission a Form D promulgated  under the Securities
Act as required  under  Regulation D promulgated  under the  Securities  Act and
provide a copy thereof to the Purchaser  promptly after the filing thereof.  The
Company shall (i) issue a press release  acceptable to the Purchaser  disclosing
the  transactions  contemplated  hereby within three (3) Business Days after the
Closing Date and (ii) file a Report on Form 8-K  disclosing  this  Agreement and
the  transactions  contemplated  hereby  within ten (10) Business Days after the
Closing Date.

               (b) In  furtherance  and in  addition  to the  obligation  of the
Company set forth in Section 3.14(a) above,  the Company and the Purchaser shall
consult with each other in issuing any press releases or otherwise making public
statements  with  respect to the  transactions  contemplated  hereby and neither
party  shall  issue any such press  release or  otherwise  make any such  public
statement  without the prior written  consent of the other,  which consent shall
not be unreasonably  withheld or delayed,  except that no prior consent shall be
required  if such  disclosure  is  required  by law,  in  which  such  case  the
disclosing  party shall provide the other party with prior notice of such public
statement.

        3.15  Security  Documents.  Simultaneously  with the  execution  of this
Agreement,  the Company and the  Purchaser  shall  amend (the  "Amendment")  the
Security  Agreement,  dated as of June 29, 1998,  by and between the Company and
the  Purchaser to provide that the  obligations  of the Company  pursuant to the
Transaction  Documents will be deemed to be part of the  Obligations (as defined
in such  Security  Agreement)  of the  Company  thereunder.  Promptly  after the
Initial  Closing Date,  the Company shall file all UCC Financing  Statements and
other  evidences  of the  Obligations  (as so  amended) as the  Purchaser  shall
reasonably request.


                                          ARTICLE IV
                                          CONDITIONS

               4.1  Conditions  Precedent to the  Obligation of the Purchaser to
Purchase Debentures in a Subsequent Closing.  The obligation of the Purchaser to
acquire  and pay for  Debentures  pursuant  to a  Subsequent  Closing  Notice is
subject  to the  satisfaction  or waiver  by the  Purchaser,  at or  before  the
applicable Subsequent Closing Date of each of the following conditions:

                      (i)    Initial Closing.  The Initial Closing shall have
 occurred;

                      (ii)   Accuracy of the Company's Representations and 
Warranties.  The  representations and warranties of the Company contained herein
and in the  Registration  Rights  Agreement  shall  be true and  correct  in all
material  respects as of the date when made and as of the applicable  Subsequent
Closing Date as though made on and as of such date;

                      (iii)  Performance by the Company.  The Company shall have
performed,  satisfied and complied in all material  respects with all covenants,
agreements and conditions required

                                    Convertible Debenture Purchase Agreement

                                             

<PAGE>



by this Agreement and the Registration Rights Agreement to be performed,
satisfied or complied with by the Company;

                      (iv)   No Injunction.  No statute, rule, regulation,
executive order, decree, ruling or injunction shall have been enacted,  entered,
promulgated  or endorsed by any court of  governmental  authority  of  competent
jurisdiction  which  prohibits  the  consummation  of any  of  the  transactions
contemplated by this Agreement or the Registration  Rights Agreement relating to
the issuance or conversion of any of the Debentures or exercise of the Warrants;

                      (v)  Litigation.  No material  litigation  shall have been
instituted or threatened against the Company between the Initial Closing Date
and the applicable Subsequent Closing Date;

                      (vi)   Active Trading.  The Common Stock shall be 
Actively Trading;

                      (vii)  Reservation of Shares of Common Stock.   The
Company  shall have duly reserved the number of  Underlying  Shares  required by
this  Agreement to be reserved for issuance upon  conversion  of Debentures  and
payment of interest thereon and exercise of the Warrants;

                      (viii)  Delivery of  Debentures.  The  Company  shall have
delivered to the  Purchaser or its designee the  Debentures,  registered  in the
name  of the  Purchaser  or its  designee,  each  in  form  satisfactory  to the
Purchaser;

                      (ix)   Purchase Orders, Sales or Contracts.  The Company 
shall have delivered to the Purchaser evidence  satisfactory to the Purchaser of
one or more sales, purchase orders or contracts,  each subsequent to the Initial
Closing  Date,  by or  between  the  Company  and  one  or  more  third  parties
unaffiliated  with the Company,  of goods or for services or licensing  fees, as
the case may be, in an aggregate amount equal to or in excess of $100,000; and

                      (x)    Officer's Certificate.  The Company shall deliver 
to the  Purchaser  an  Officer's  Certificate  dated the  applicable  Subsequent
Closing Date and signed by an executive  officer of the Company  confirming  the
accuracy of the Company's  representations,  warranties  and covenants as of the
applicable  Subsequent Closing Date and confirming the compliance by the Company
with the conditions precedent set forth in this Section 4.1 as of the applicable
Subsequent Closing Date.



                                           ARTICLE V
                                         MISCELLANEOUS

               5.1 Fees and Expenses. The Company shall pay the Purchaser (a) at
the Initial Closing,  $7,500 for its legal fees and  disbursements in connection
with the preparation and

                                       Convertible Debenture Purchase Agreement

                                             

<PAGE>



negotiation of the Transaction  Documents and for its due diligence expenses and
disbursements in connection therewith and (b) at each Subsequent Closing, $2,000
for its legal and due  diligence  expenses in  connection  with such  Subsequent
Closing.  Other  than the  amounts  contemplated  by the  immediately  preceding
sentence,  and except as set forth in the Registration  Rights  Agreement,  each
party shall pay the fees and expenses of its advisers, counsel,  accountants and
other experts, if any, and all other expenses incurred by such party incident to
the  negotiation,  preparation,  execution,  delivery  and  performance  of this
Agreement.  The Company shall pay all stamp and other taxes and duties levied in
connection with the issuance of the Debentures  pursuant  hereto.  The Purchaser
shall be  responsible  for its own  respective tax liability that may arise as a
result of the  investment  hereunder or the  transactions  contemplated  by this
Agreement.

               5.2 Entire Agreement;  Amendments. This Agreement,  together with
the Exhibits and Schedules hereto, the Debentures,  the Security Agreement,  the
Registration Rights Agreement and the Warrants contain the entire  understanding
of the parties with respect to the subject matter hereof and supersede all prior
agreements and understandings, oral or written, with respect to such matters.

               5.3  Notices.  Any and all  notices  or other  communications  or
deliveries  required or permitted to be provided  hereunder  shall be in writing
and  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) 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 the Purchase  Agreement 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) 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 address
for such notices and communications shall be as follows:

        If to the Company:              InnovaCom, Inc.
                                        3400 Garrett Drive
                                        Santa Clara, CA 95054
                                        Facsimile No.: (408) 727-8778
                                        Attn: Stanton Creasey

        With copies to:                 Bartel Eng Linn & Schroder
                                        300 Capitol Mall, Suite 1100
                                        Sacramento, CA 95814
                                        Facsimile No.: (916) 442-3442
                                        Attn: Scott Bartel

        If to Purchaser:                JNC Strategic Fund Ltd.
                                        c/o Olympia Capital (Cayman) Ltd.

                                   Convertible Debenture Purchase Agreement

                                            

<PAGE>



                                        Williams House, 20 Reid Street
                             Hamilton HM11, Bermuda
                          Facsimile No.: (441) 295-2305
                                 Attn: Director

        With copies to:                 Encore Capital Management, L.L.C.
                                        12007 Sunrise Valley Drive, Suite 460
                                        Reston, VA  20191
                                        Facsimile No.:  (703) 476-7711
                                        Attn: Managing Member

                                      -and-

                                        Robinson Silverman Pearce Aronsohn &
                                        Berman LLP
                                        1290 Avenue of the Americas
                                        New York, NY 10104
                                        Facsimile No.:  (212) 541-4630
                                        Attn: Eric L. Cohen


or such other  address as may be designated  in writing  hereafter,  in the same
manner, by such Person.

               5.4  Amendments;  Waivers.  No provision of this Agreement may be
waived  or  amended  except in a written  instrument  signed,  in the case of an
amendment,  by both the Company and the Purchaser;  or, in the case of a waiver,
by the party against whom enforcement of any such waiver is sought. No waiver of
any default with respect to any  provision,  condition  or  requirement  of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of
any other  provision,  condition or requirement  hereof,  nor shall any delay or
omission of either  party to exercise any right  hereunder in any manner  impair
the exercise of any such right accruing to it thereafter.

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

               5.6 Successors and Assigns.  This Agreement shall be binding upon
and inure to the  benefit of the  parties  and their  successors  and  permitted
assigns.  The Company may not assign this Agreement or any rights or obligations
hereunder  without the prior  written  consent of the  Purchaser.  Except as set
forth in Section  3.1(a),  the  Purchaser  may not assign this  Agreement or any
rights or  obligations  hereunder  without  the  prior  written  consent  of the
Company.  The  assignment by a party of this  Agreement or any rights  hereunder
shall not affect the obligations of such party under this Agreement.

                                Convertible Debenture Purchase Agreement

                                             

<PAGE>



               5.7 No Third-Party Beneficiaries.  This Agreement is intended for
the benefit of the parties hereto and their respective  permitted successors and
assigns and, other than with respect to Opportunity,  who is entitled to rely on
the truth and accuracy of the Company's representations and warranties set forth
herein and to enforce the  agreements  of the Company set forth in Article  III,
and to permitted assignees under Section 5.6, is not for the benefit of, nor may
any provision hereof be enforced by, any other person.

               5.8  Governing  Law.  This  Agreement  shall be  governed  by and
construed and enforced in accordance  with the internal laws of the State of New
York without  regard to the  principles of conflicts of law thereof.  Each party
hereby  irrevocably  submits  to the  exclusive  jurisdiction  of the  state and
federal  courts sitting in the City of New York,  borough of Manhattan,  for the
adjudication  of any dispute  hereunder  or in  connection  herewith or with any
transaction  contemplated  hereby or discussed herein (including with respect to
the enforcement of the any of the Transaction Documents), and hereby irrevocably
waives,  and agrees not to assert in any suit,  action or proceeding,  any claim
that it is not personally  subject to the  jurisdiction of any such court,  that
such suit,  action or  proceeding  is improper.  Each party  hereby  irrevocably
waives  personal  service of process and consents to process being served in any
such suit,  action or  proceeding by mailing a copy thereof to such party at the
address in effect for  notices to it under this  Agreement  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.

               5.9 Survival.  The  representations,  warranties,  agreements and
covenants  contained  in this  Agreement  shall  survive the Closing and the and
conversion of the Debentures and exercise of the Warrants.

               5.10  Execution.  This  Agreement  may be executed in two or more
counterparts,  all of which when taken  together shall be considered one and the
same agreement and shall become effective when  counterparts have been signed by
each party and  delivered  to the other  party,  it being  understood  that both
parties need not sign the same  counterpart.  In the event that any signature is
delivered by facsimile  transmission,  such  signature  shall create a valid and
binding  obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.

               5.11  Severability.  In case any one or more of the provisions of
this Agreement shall be invalid or  unenforceable  in any respect,  the validity
and enforceability of the remaining terms and provisions of this Agreement shall
not in any way be affecting or impaired  thereby and the parties will attempt to
agree  upon a valid  and  enforceable  provision  which  shall  be a  reasonable
substitute  therefor,  and upon so agreeing,  shall  incorporate such substitute
provision in this Agreement.

                          [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                                    SIGNATURE PAGE FOLLOWS]

                                  Convertible Debenture Purchase Agreement

                                             

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               IN  WITNESS   WHEREOF,   the  parties  hereto  have  caused  this
Convertible Debenture Purchase Agreement to be duly executed by their respective
authorized persons as of the date first indicated above.


                                    INNOVACOM, INC.



                         By:___________________________
                                      Name:
                                       Title:


                                    JNC STRATEGIC FUND LTD.



                         By:___________________________
                                      Name:
                                       Title:


                            Convertible Debenture Purchase Agreement