REGISTRATION RIGHTS AGREEMENT


               This Registration Rights Agreement (this "Agreement") is made and
entered  into  as  of  January  14,  1999,  between  InnovaCom,  Inc.  a  Nevada
corporation  (the  "Company"),  and JNC  Strategic  Fund Ltd., a Cayman  Islands
company (the "Purchaser").

               This  Agreement  is made  pursuant to the  Convertible  Debenture
Purchase  Agreement,  dated as of the date  hereof  between  the Company and the
Purchaser (the "Purchase Agreement").

               The Company and the Purchasers hereby agree as follows:

        1.     Definitions

               Capitalized  terms used and not otherwise defined herein that are
defined in the Purchase  Agreement  shall have the meanings  given such terms in
the Purchase  Agreement.  As used in this  Agreement,  the following terms shall
have the following meanings:

               "Advice" shall have meaning set forth in Section 3(o).

               "Affiliate"  means, with respect to any Person,  any other Person
that directly or indirectly controls or is controlled by or under common control
with such Person. For the purposes of this definition, "control," when used with
respect to any Person, means the possession, direct or indirect, of the power to
direct or cause the  direction  of the  management  and policies of such Person,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms of  "affiliated,"  "controlling"  and  "controlled"  have meanings
correlative to the foregoing.

               "Business Day" means any day except Saturday,  Sunday and any day
which shall be a legal  holiday or a day on which  banking  institutions  in the
state  of New  York  generally  are  authorized  or  required  by  law or  other
government actions to close.

               "Commission" means the Securities and Exchange Commission.

               "Common Stock" means the Company's Common Stock, par value $.001 
per share.

               "Debentures"  means Company's 7% Secured  Convertible  Debentures
due January 14, 2004 issued to the Purchaser pursuant to the Purchase Agreement.

               "Effectiveness Date" means May 15, 1999.

               "Effectiveness Period" shall have the meaning set forth in 
Section 2(a).




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          "Exchange Act" means the Securities Exchange Act of 1934, as amended.
          "Filing Date" means March 15, 1999.

          "Holder" or  "Holders"  means the holder or holders,  as the case
may be, from time to time of Registrable Securities.

          "Indemnified Party" shall have the meaning set forth in Section 5(c).

          "Indemnifying Party" shall have the meaning set forth in Section 5(c).

          "Initial Closing Date" shall have the meaning set forth in the 
Purchase Agreement.

          "Losses" shall have the meaning set forth in Section 5(a).

          "New York Courts" shall have the meaning set forth in Section 7(j).

          "Person"  means  an  individual  or a  corporation,  partnership,
trust,  incorporated  or  unincorporated  association,  joint  venture,  limited
liability  company,  joint stock company,  government (or an agency or political
subdivision thereof) or other entity of any kind.

          "Proceeding"  means an  action,  claim,  suit,  investigation  or
proceeding   (including,   without  limitation,   an  investigation  or  partial
proceeding, such as a deposition), whether commenced or threatened.

          "Prospectus"  means the prospectus  included in the  Registration
Statement  (including,  without  limitation,  a  prospectus  that  includes  any
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  upon  Rule  430A  promulgated  under  the
Securities Act), as amended or supplemented by any prospectus  supplement,  with
respect  to  the  terms  of  the  offering  of any  portion  of the  Registrable
Securities covered by the Registration  Statement,  and all other amendments and
supplements to the  Prospectus,  including  post-effective  amendments,  and all
material  incorporated by reference or deemed to be incorporated by reference in
such Prospectus.

          "Registrable   Securities"  means  the  shares  of  Common  Stock
issuable  upon (a)  conversion  in full of the  Debentures,  (b) exercise of the
Warrants  and (c) payment of interest  in respect of the  Debentures;  provided,
however  that in order to  account  for the fact  that the  number  of shares of
Common Stock that are issuable  upon  conversion  of Debentures is determined in
part  upon the  market  price  of the  Common  Stock at the time of  conversion,
Registrable  Securities  contemplated by clause (a) of this definition  shall be
deemed to  include  not less than 200% of the  number of shares of Common  Stock
into which the Debentures are convertible,  assuming such conversion occurred on
the Closing Date or the Filing Date  (whichever  date yields a lower  Conversion
Price,  as such term is defined in the  Debentures).  The  initial  Registration
Statement  shall cover at least such number of shares of Common  Stock as equals
the sum of (x) 200% of the  number  of shares of  Common  Stock  into  which the
Debentures are  convertible,  assuming such  conversion  occurred on the Closing
Date or the Filing Date (whichever date yields a lower  Conversion  Price),  (y)
interest thereon and (z) the shares of Common Stock issuable upon exercise


<PAGE>3



in full of the  Warrants.  The  Company  shall be  required  to file  additional
Registration  Statements  to the extent  the  actual  number of shares of Common
Stock into which Debentures are convertible (together with interest thereon) and
Warrants are exercisable  exceeds the number of shares of Common Stock initially
registered in accordance with the immediately prior sentence.  The Company shall
have 10  Business  Days to file such  additional  Registration  Statement  after
notice of the requirement thereof,  which the Holders may give at such time when
the  number of  shares  of  Common  Stock as are  issuable  upon  conversion  of
Debentures  exceeds  175% of the  number of shares of Common  Stock  into  which
Debentures are  convertible,  assuming such  conversion  occurred on the Closing
Date or the Filing Date (whichever yields a lower Conversion Price.

               "Registration   Statement"  means  the   registration   statement
contemplated by Section 2(a) (covering such number of Registrable Securities and
any  additional  Registration  Statements  contemplated  in  the  definition  of
Registrable Securities), including (in each case) the Prospectus, amendments and
supplements to such  registration  statement or  Prospectus,  including pre- and
post-effective  amendments,  all exhibits thereto, and all material incorporated
by reference  or deemed to be  incorporated  by  reference in such  registration
statement.

               "Rule 158" means Rule 158 promulgated by the Commission  pursuant
to the  Securities  Act, as such Rule may be amended  from time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

               "Rule 415" means Rule 415 promulgated by the Commission  pursuant
to the  Securities  Act, as such Rule may be amended  from time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

               "Securities Act" means the Securities Act of 1933, as amended.

               "Special  Counsel"  means one law firm  acting as  counsel to the
Holders,  for which the Holders will be  reimbursed  by the Company  pursuant to
Section 4.

               "Underwritten  Registration  or  Underwritten  Offering"  means a
registration in connection  with which  securities of the Company are sold to an
underwriter for reoffering to the public  pursuant to an effective  registration
statement.

               "Warrants" means the Common Stock purchase warrant issued to the 
Purchaser on the Closing Date and to Cardinal Capital Management, Inc. and 
Elizabeth Hagopian pursuant to the Purchase Agreement.

        2.     Shelf Registration

               (a) On or prior to the Filing Date the Company  shall prepare and
file  with  the  Commission  a  "Shelf"  Registration   Statement  covering  all
Registrable Securities for an offering to be made on a continuous basis pursuant
to Rule 415.  The  Registration  Statement  shall be on Form  SB-2  (or,  if the
Company is not permitted to register the resale of the Registrable Securities on
Form SB-2, the Registration Statement shall be on such other appropriate form in
accordance herewith as



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the  Holders  of a  majority  in  interest  of the  Registrable  Securities  may
consent).  The  Company  shall use its best  efforts  to cause the  Registration
Statement  to be  declared  effective  under the  Securities  Act as promptly as
possible after the filing thereof,  but in any event prior to the  Effectiveness
Date,  and  shall  use its best  efforts  to keep  such  Registration  Statement
continuously  effective  under the  Securities Act until the date which is three
years after the date that such Registration  Statement is declared  effective by
the Commission or such earlier date when all Registrable  Securities  covered by
such  Registration  Statement  have  been  sold  or may be sold  without  volume
restrictions  pursuant to Rule 144(k)  promulgated  under the Securities Act, as
determined by the counsel to the Company pursuant to a written opinion letter to
such effect,  addressed  and  acceptable to the  Company's  transfer  agent (the
"Effectiveness Period"); provided, however, that the Company shall not be deemed
to have  used its best  efforts  to keep the  Registration  Statement  effective
during the  Effectiveness  Period if it voluntarily  takes any action that would
result in the Holders not being able to sell the Registrable  Securities covered
by such  Registration  Statement during the  Effectiveness  Period,  unless such
action  is  required   under   applicable   law  or  the  Company  has  filed  a
post-effective  amendment to the  Registration  Statement and the Commission has
not declared it effective.

               (b) If the Holders of a majority of the Registrable Securities so
elect,  an  offering of  Registrable  Securities  pursuant  to the  Registration
Statement  may be  effected  in the form of an  Underwritten  Offering.  In such
event, and if the managing  underwriters  advise the Company and such Holders in
writing that in their opinion the amount of Registrable  Securities  proposed to
be sold  in  such  Underwritten  Offering  exceeds  the  amount  of  Registrable
Securities  which  can be sold in such  Underwritten  Offering,  there  shall be
included in such Underwritten Offering the amount of such Registrable Securities
which in the opinion of such managing  underwriters can be sold, and such amount
shall be  allocated  pro rata among the Holders  proposing  to sell  Registrable
Securities in such Underwritten Offering.

               (c) If any of the  Registrable  Securities  are to be  sold in an
Underwritten  Offering,  the investment  banker in interest that will administer
the  offering  will be selected by the Holders of a majority of the  Registrable
Securities  included in such offering  upon  consultation  with the Company.  No
Holder may participate in any Underwritten Offering hereunder unless such Person
(i)  agrees to sell its  Registrable  Securities  on the basis  provided  in any
underwriting  agreements  approved by the Persons entitled  hereunder to approve
such arrangements and (ii) completes and executes all questionnaires,  powers of
attorney,  indemnities,  underwriting  agreements and other  documents  required
under the terms of such arrangements.

        3.     Registration Procedures

               In  connection  with  the  Company's   registration   obligations
hereunder, the Company shall:

               (a)  Prepare  and  file  with the  Commission  on or prior to the
Filing  Date,  a  Registration   Statement  (and  any  additional   Registration
Statements  as may be  required)  in  accordance  with  Section 2(a) which shall
contain  the  "Plan of  Distribution"  attached  hereto  as Annex A  (except  if
otherwise  directed by the  Holders),  and cause the  Registration  Statement to
become  effective and remain effective as provided  herein;  provided,  however,
that not less than five (5)


<PAGE>5



Business Days prior to the filing of the  Registration  Statement or any related
Prospectus or any amendment or supplement  thereto  (including any document that
would be incorporated or deemed to be  incorporated  therein by reference),  the
Company shall (i) furnish to the Holders, their Special Counsel and any managing
underwriters, copies of all such documents proposed to be filed, which documents
(other than those  incorporated  or deemed to be incorporated by reference) will
be  subject  to the  review of such  Holders,  their  Special  Counsel  and such
managing  underwriters,  and (ii) cause its officers and directors,  counsel and
independent  certified public  accountants to respond to such inquiries as shall
be  necessary,  in the opinion of  respective  counsel to such  Holders and such
underwriters,  to conduct a reasonable  investigation  within the meaning of the
Securities  Act. The Company  shall not file the  Registration  Statement or any
such Prospectus or any amendments or supplements thereto to which the Holders of
a majority of the Registrable Securities, their Special Counsel, or any managing
underwriters, shall reasonably object on a timely basis.

               (b) (i) Prepare  and file with the  Commission  such  amendments,
including  post-effective  amendments,  to the Registration  Statement as may be
necessary to keep the Registration  Statement  continuously  effective as to the
applicable  Registrable  Securities for the Effectiveness Period and prepare and
file with the Commission  such  additional  Registration  Statements in order to
register for resale under the Securities Act all of the Registrable  Securities;
(ii) cause the related  Prospectus to be amended or supplemented by any required
Prospectus supplement, and as so supplemented or amended to be filed pursuant to
Rule  424 (or any  similar  provisions  then in  force)  promulgated  under  the
Securities  Act;  (iii)  respond as  promptly  as  practicable  to any  comments
received from the Commission with respect to the  Registration  Statement or any
amendment  thereto and promptly  provide the Holders true and complete copies of
all  correspondence  from and to the  Commission  relating  to the  Registration
Statement;  and (iv) comply with the  provisions of the  Securities  Act and the
Exchange  Act with  respect to the  disposition  of all  Registrable  Securities
covered by the Registration Statement during the applicable period in accordance
with the intended methods of disposition by the Holders thereof set forth in the
Registration Statement as so amended or in such Prospectus as so supplemented.

               (c) Notify  the  Holders of  Registrable  Securities  to be sold,
their Special  Counsel and any managing  underwriters  immediately  (and, in the
case of (i)(A) below,  not less than five (5) days prior to such filing) and (if
requested by any such  Person)  confirm such notice in writing no later than one
(1) Business Day following  the day (i)(A) when a Prospectus  or any  Prospectus
supplement or post-effective amendment to the Registration Statement is proposed
to be filed; (B) when the Commission  notifies the Company whether there will be
a "review" of such Registration  Statement and whenever the Commission  comments
in writing on such  Registration  Statement  (the Company shall provide true and
complete  copies  thereof  and  all  written  responses  thereto  to each of the
Holders)   and  (C)  with   respect  to  the   Registration   Statement  or  any
post-effective  amendment,  when the same is no longer  subject to review by the
Commission or has become effective; (ii) of any request by the Commission or any
other Federal or state  governmental  authority for amendments or supplements to
the Registration Statement or Prospectus or for additional information; (iii) of
the issuance by the Commission of any stop order suspending the effectiveness of
the Registration  Statement covering any or all of the Registrable Securities or
the initiation of any Proceedings  for that purpose;  (iv) if at any time any of
the  representations  and  warranties of the Company  contained in any agreement
(including any underwriting agreement) contemplated hereby ceases to be true and


<PAGE>6



correct in all  material  respects;  (v) of the  receipt  by the  Company of any
notification  with respect to the suspension of the  qualification  or exemption
from  qualification  of  any of  the  Registrable  Securities  for  sale  in any
jurisdiction,  or the  initiation  or  threatening  of any  Proceeding  for such
purpose;  and (vi) of the  occurrence of any event that makes any statement made
in the  Registration  Statement or  Prospectus or any document  incorporated  or
deemed to be incorporated therein by reference untrue in any material respect or
that requires any revisions to the Registration  Statement,  Prospectus or other
documents so that, in the case of the Registration  Statement or the Prospectus,
as the case may be, it will not contain any untrue  statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading.

               (d) Use its best efforts to avoid the issuance of, or, if issued,
obtain the  withdrawal  of (i) any order  suspending  the  effectiveness  of the
Registration Statement or (ii) any suspension of the qualification (or exemption
from  qualification)  of any of  the  Registrable  Securities  for  sale  in any
jurisdiction, at the earliest practicable moment.

               (e) If requested by any managing  underwriter or the Holders of a
majority in interest of the Registrable Securities to be sold in connection with
an Underwritten Offering, (i) promptly incorporate in a Prospectus supplement or
post-effective  amendment to the Registration Statement such information as such
managing  underwriters  and such  Holders  reasonably  agree  should be included
therein and (ii) make all required filings of such Prospectus supplement or such
post-effective  amendment as soon as practicable  after the Company has received
notification of the matters to be incorporated in such Prospectus  supplement or
post-effective  amendment;  provided,  however,  that the  Company  shall not be
required to take any action  pursuant to this  Section  3(e) that would,  in the
opinion of counsel for the  Company,  violate  applicable  law or be  materially
detrimental to the business prospects of the Company.

               (f)  Furnish  to  each  Holder,  their  Special  Counsel  and any
managing  underwriters,  without  charge,  at least one  conformed  copy of each
Registration   Statement  and  each  amendment  thereto,   including   financial
statements  and  schedules,   all  documents   incorporated   or  deemed  to  be
incorporated  therein by  reference,  and all exhibits to the extent  reasonably
requested by such Person  (including those previously  furnished or incorporated
by reference) promptly after the filing of such documents with the Commission.

               (g) Promptly deliver to each Holder,  their Special Counsel,  and
any  underwriters,   without  charge,  as  many  copies  of  the  Prospectus  or
Prospectuses   (including  each  form  of  prospectus)  and  each  amendment  or
supplement  thereto as such  Persons  may  reasonably  request;  and the Company
hereby  consents to the use of such  Prospectus and each amendment or supplement
thereto by each of the selling  Holders and any  underwriters in connection with
the offering and sale of the Registrable  Securities  covered by such Prospectus
and any amendment or supplement thereto.

               (h) Prior to any public offering of Registrable  Securities,  use
its best efforts to register or qualify or cooperate  with the selling  Holders,
any  underwriters  and their Special Counsel in connection with the registration
or qualification  (or exemption from such registration or qualification) of such
Registrable Securities for offer and sale under the securities or Blue Sky laws


<PAGE>7



of such jurisdictions as any Holder or underwriter  requests in writing, to keep
each such  registration  or  qualification  (or exemption  therefrom)  effective
during  the  Effectiveness  Period  and to do any and all  other  acts or things
necessary or advisable to enable the  disposition in such  jurisdictions  of the
Registrable Securities covered by a Registration Statement;  provided,  however,
that the Company  shall not be required to qualify  generally  to do business in
any  jurisdiction  where it is not then so  qualified or to take any action that
would subject it to general service of process in any such jurisdiction where it
is not then so subject or subject  the Company to any  material  tax in any such
jurisdiction where it is not then so subject.

               (i) Cooperate with the Holders and any managing  underwriters  to
facilitate  the timely  preparation  and delivery of  certificates  representing
Registrable  Securities to be sold pursuant to a Registration  Statement,  which
certificates  shall  be free of all  restrictive  legends,  and to  enable  such
Registrable  Securities to be in such denominations and registered in such names
as any such managing underwriters or Holders may request at least three Business
Days prior to any sale of Registrable Securities.

               (j) Upon the  occurrence  of any event  contemplated  by  Section
3(c)(vi),  as  promptly  as  practicable,  prepare a  supplement  or  amendment,
including  a  post-effective  amendment,  to  the  Registration  Statement  or a
supplement to the related  Prospectus or any document  incorporated or deemed to
be incorporated  therein by reference,  and file any other required  document so
that,  as  thereafter  delivered,  neither the  Registration  Statement nor such
Prospectus will contain an untrue  statement of a material fact or omit to state
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.

               (k) Use its best  efforts  to cause  all  Registrable  Securities
relating to such Registration Statement to be listed on any securities exchange,
quotation system,  market or  over-the-counter  bulletin board, if any, on which
similar  securities  issued by the Company are then listed as and when  required
pursuant to the Purchase Agreement.

               (l) In the case of an  Underwritten  Offering,  enter  into  such
agreements (including an underwriting  agreement in form, scope and substance as
is  customary  in  Underwritten  Offerings)  and take all such other  actions in
connection  therewith  (including  those  reasonably  requested  by any managing
underwriters  and the Holders of a majority of the Registrable  Securities being
sold) in order to expedite or facilitate  the  disposition  of such  Registrable
Securities,  and whether or not an  underwriting  agreement is entered into, (i)
make such  representations  and warranties to such Holders and such underwriters
as are  customarily  made by  issuers to  underwriters  in  underwritten  public
offerings,  and confirm the same if and when requested;  (ii) obtain and deliver
copies thereof to each Holder and the managing underwriters, if any, of opinions
of counsel to the Company and updates  thereof  addressed to each selling Holder
and each such underwriter,  in form, scope and substance reasonably satisfactory
to any such managing  underwriters  and Special  Counsel to the selling  Holders
covering the matters  customarily  covered in opinions requested in Underwritten
Offerings and such other matters as may be reasonably  requested by such Special
Counsel and  underwriters;  (iii)  immediately prior to the effectiveness of the
Registration  Statement or at the time of delivery of any Registrable Securities
sold pursuant thereto (at the option of the underwriters), obtain and


<PAGE>8



deliver  copies to the Holders and the managing  underwriters,  if any, of "cold
comfort"  letters and updates  thereof  from the  independent  certified  public
accountants of the Company (and, if necessary,  any other independent  certified
public  accountants of any subsidiary of the Company or of any business acquired
by the Company  for which  financial  statements  and  financial  data is, or is
required  to be,  included in the  Registration  Statement),  addressed  to each
Person  and in such form and  substance  as are  customary  in  connection  with
Underwritten  Offerings;  (iv) if an underwriting agreement is entered into, the
same shall contain  indemnification  provisions and procedures no less favorable
to the selling  Holders and the  underwriters,  if any,  than those set forth in
Section 7 (or such other  provisions and  procedures  acceptable to the managing
underwriters,  if any,  and  holders of a  majority  of  Registrable  Securities
participating in such Underwritten  Offering; and (v) deliver such documents and
certificates as may be reasonably  requested by the Holders of a majority of the
Registrable  Securities  being sold,  their  Special  Counsel  and any  managing
underwriters  to evidence  the  continued  validity of the  representations  and
warranties made pursuant to clause 3(l)(i) above and to evidence compliance with
any  customary  conditions  contained  in the  underwriting  agreement  or other
agreement entered into by the Company.

               (m) Make  available  for  inspection  by the selling  Holders,  a
representative of such Holders, an underwriter  participating in any disposition
of  Registrable  Securities,  and an  attorney  or  accountant  retained by such
selling  Holders or  underwriters,  at the offices where normally  kept,  during
reasonable business hours, all financial and other records,  pertinent corporate
documents  and  properties  of the Company and its  subsidiaries,  and cause the
officers, directors, agents and employees of the Company and its subsidiaries to
supply  all   information   in  each  case   requested   by  any  such   Holder,
representative,  underwriter,  attorney or  accountant  in  connection  with the
Registration  Statement;   provided,  however,  that  any  information  that  is
determined  in good faith by the  Company  in  writing  to be of a  confidential
nature at the time of delivery of such information shall be kept confidential by
such Persons,  unless (i) disclosure of such information is required by court or
administrative  order or is  necessary  to respond to  inquiries  of  regulatory
authorities;  (ii) disclosure of such information,  in the opinion of counsel to
such  Person,  is  required by law;  (iii) such  information  becomes  generally
available  to the public  other than as a result of a  disclosure  or failure to
safeguard by such Person;  or (iv) such  information  becomes  available to such
Person from a source other than the Company and such source is not known by such
Person to be bound by a confidentiality agreement with the Company.

               (n)  Comply  with all  applicable  rules and  regulations  of the
Commission  and  make  generally  available  to  its  security  holders  earning
statements  satisfying the provisions of Section 11(a) of the Securities Act and
Rule 158 not later than 45 days after the end of any 12-month period (or 90 days
after  the end of any  12-month  period  if such  period  is a fiscal  year) (i)
commencing at the end of any fiscal quarter in which Registrable  Securities are
sold to underwriters in a firm commitment or best efforts Underwritten  Offering
and (ii) if not sold to  underwriters  in such an  offering,  commencing  on the
first day of the first fiscal quarter of the Company after the effective date of
the Registration Statement, which statement shall cover said 12-month period, or
end shorter periods as is consistent with the requirements of Rule 158.

               (o) The Company may require each selling Holder to furnish to the
Company  such  information   regarding  the  distribution  of  such  Registrable
Securities and the beneficial


<PAGE>9



ownership of Common  Stock held by such selling  Holder as is required by law to
be disclosed in the Registration Statement and the Company may exclude from such
registration  the  Registrable  Securities  of any such Holder who  unreasonably
fails to furnish such information  within a reasonable time after receiving such
request.

               If the  Registration  Statement  refers to any  Holder by name or
otherwise as the holder of any securities of the Company, then such Holder shall
have the right to require (if such reference to such Holder by name or otherwise
is not required by the  Securities  Act or any similar  Federal  statute then in
force)  the  deletion  of the  reference  to such  Holder  in any  amendment  or
supplement to the  Registration  Statement  filed or prepared  subsequent to the
time that such reference ceases to be required.

               Each  Holder  agrees  by  its  acquisition  of  such  Registrable
Securities that (i) it will not offer or sell any Registrable  Securities  under
the  Registration  Statement  until it has received  copies of the Prospectus as
then amended or supplemented as contemplated in Section 3(g) and notice from the
Company  that such  Registration  Statement  and any  post-effective  amendments
thereto have become  effective as  contemplated by Section 3(c) and (ii) it will
comply  with the  prospectus  delivery  requirements  of the  Securities  Act as
applicable to it in connection with sales of Registrable  Securities pursuant to
the Registration Statement.

               Each  Holder  agrees  by  its  acquisition  of  such  Registrable
Securities  that, upon receipt of a notice from the Company of the occurrence of
any  event of the kind  described  in  Section  3(c)(ii),  3(c)(iii),  3(c)(iv),
3(c)(v) or 3(c)(vi),  such Holder will forthwith discontinue disposition of such
Registrable  Securities  until  such  Holder's  receipt  of  the  copies  of the
supplemented  Prospectus and/or amended Registration  Statement  contemplated by
Section  3(j),  or until it is advised in writing (the  "Advice") by the Company
that the use of the applicable  Prospectus may be resumed,  and, in either case,
has  received  copies  of  any  additional  or  supplemental  filings  that  are
incorporated  or deemed to be  incorporated  by reference in such  Prospectus or
Registration Statement.

               4.     Registration Expenses

               (a) All fees  and  expenses  incident  to the  performance  of or
compliance with this Agreement by the Company shall, except as and to the extent
specified in Section 4(c), be borne by the Company whether or not pursuant to an
Underwritten Offering and whether or not the Registration  Statement is filed or
becomes  effective  and  whether  or not any  Registrable  Securities  are  sold
pursuant to the Registration Statement. The fees and expenses referred to in the
foregoing sentence shall include,  without limitation,  (i) all registration and
filing fees (including,  without limitation,  fees and expenses (A) with respect
to filings required to be made with The Nasdaq Stock Market, Inc. and each other
securities  exchange  or market on which  Registrable  Securities  are  required
hereunder to be listed and (B) in compliance  with state  securities or Blue Sky
laws (including,  without limitation,  fees and disbursements of counsel for the
underwriters  or  Holders  in  connection  with Blue Sky  qualifications  of the
Registrable  Securities and  determination of the eligibility of the Registrable
Securities for investment  under the laws of such  jurisdictions as the managing
underwriters, if any, or the Holders of a majority of Registrable Securities may
designate)), (ii) printing expenses (including, without limitation,  expenses of
printing certificates for


<PAGE>10



Registrable   Securities  and  of  printing  prospectuses  if  the  printing  of
prospectuses  is  requested  by the  managing  underwriters,  if any,  or by the
holders of a majority of the Registrable Securities included in the Registration
Statement),  (iii)  messenger,  telephone and delivery  expenses,  (iv) fees and
disbursements of counsel for the Company and Special Counsel for the Holders, in
the case of the Special Counsel,  to a maximum amount of $5,000,  (v) Securities
Act liability insurance, if the Company so desires such insurance, and (vi) fees
and expenses of all other Persons retained by the Company in connection with the
consummation of the  transactions  contemplated by this Agreement.  In addition,
the Company shall be responsible  for all of its internal  expenses  incurred in
connection  with  the  consummation  of the  transactions  contemplated  by this
Agreement  (including,  without  limi  tation,  all salaries and expenses of its
officers and employees  performing legal or accounting  duties),  the expense of
any annual audit, the fees and expenses  incurred in connection with the listing
of the Registrable Securities on any securities exchange as required hereunder.

               (b) If the Holders require an Underwritten  Offering  pursuant to
the terms  hereof,  the Company  shall be  responsible  for all costs,  fees and
expenses in connection  therewith,  except for the fees and disbursements of the
Underwriters  (including any  underwriting  commissions and discounts) and their
legal counsel and accountants.  By way of illustration  which is not intended to
diminish  from  the  provisions  of  Section  4(a),  the  Holders  shall  not be
responsible  for,  and  the  Company  shall  be  required  to pay  the  fees  or
disbursements  incurred  by the  Company  (including  by its legal  counsel  and
accountants)  in connection  with, the  preparation and filing of a Registration
Statement and related  Prospectus  for such  offering,  the  maintenance of such
Registration  Statement in accordance with the terms hereof,  the listing of the
Registrable  Securities in accordance with the requirements hereof, and printing
expenses incurred to comply with the requirements hereof.

        5.     Indemnification

               (a)   Indemnification   by  the  Company.   The  Company   shall,
notwithstanding  any termination of this Agreement,  indemnify and hold harmless
each  Holder,  the  officers,  directors,  agents  (including  any  underwriters
retained by such  Holder in  connection  with the offer and sale of  Registrable
Securities),   brokers   (including  brokers  who  offer  and  sell  Registrable
Securities  as principal as a result of a pledge or any failure to perform under
a margin call of Common  Stock),  investment  advisors and  employees of each of
them, each Person who controls any such Holder (within the meaning of Section 15
of the  Securities  Act or Section  20 of the  Exchange  Act) and the  officers,
directors,  agents and employees of each such controlling Person, to the fullest
extent permitted by applicable law, from and against any and all losses, claims,
damages,  liabilities,   settlements,   judgments,  costs  (including,   without
limitation,   costs  of   preparation   and   attorneys'   fees)  and   expenses
(collectively,  "Losses"), as incurred, arising out of or relating to any untrue
or alleged  untrue  statement of a material fact  contained in the  Registration
Statement,  any  Prospectus  or any form of  prospectus  or in any  amendment or
supplement  thereto  or in any  preliminary  prospectus,  or  arising  out of or
relating to any omission or alleged  omission of a material  fact required to be
stated therein or necessary to make the  statements  therein (in the case of any
Prospectus  or form  of  prospectus  or  supplement  thereto,  in  light  of the
circumstances under which they were made) not misleading,  except to the extent,
but only to the  extent,  that such untrue  statements  or  omissions  are based
solely  upon  information  regarding  such  Holder  furnished  in writing to the
Company by or on behalf of such  Holder  expressly  for use  therein,  or to the
extent that such information relates to such


<PAGE>11



Holder  or  such  Holder's   proposed  method  of  distribution  of  Registrable
Securities  and was  reviewed and  expressly  approved in writing by such Holder
expressly for use in the Registration Statement, such Prospectus or such form of
Prospectus or in any amendment or supplement  thereto.  The Company shall notify
the Holders promptly of the  institution,  threat or assertion of any Proceeding
of which the Company is aware in connection with the  transactions  contemplated
by this Agreement.

               (b) Indemnification by Holders. Each Holder shall,  severally and
not jointly,  indemnify and hold harmless the Company, its directors,  officers,
agents and employees,  each Person who controls the Company  (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors,  officers,  agents or employees of such controlling  Persons,  to the
fullest  extent  permitted by  applicable  law,  from and against all Losses (as
determined by a court of competent  jurisdiction in a final judgment not subject
to appeal or  review)  arising  solely  out of or based  solely  upon any untrue
statement  of a material  fact  contained  in the  Registration  Statement,  any
Prospectus,  or any form of prospectus, or arising solely out of or based solely
upon any omission of a material fact required to be stated  therein or necessary
to make the  statements  therein not  misleading to the extent,  but only to the
extent,  that such untrue  statement or omission is contained in any information
so furnished in writing by such Holder to the Company specifically for inclusion
in the  Registration  Statement  or such  Prospectus  or to the extent that such
information  relates  to  such  Holder  or  such  Holder's  proposed  method  of
distribution of Registrable  Securities and was reviewed and expressly  approved
in writing by such Holder expressly for use in the Registration Statement,  such
Prospectus  or such form of  Prospectus.  In no event shall the liability of any
selling Holder  hereunder be greater in amount than the dollar amount of the net
proceeds  received by such Holder  upon the sale of the  Registrable  Securities
giving rise to such indemnification obligation.

               (c) Conduct of  Indemnification  Proceedings.  If any  Proceeding
shall be brought or asserted against any Person entitled to indemnity  hereunder
(an  "Indemnified  Party"),  such  Indemnified  Party  promptly shall notify the
Person from whom indemnity is sought (the "Indemnifying  Party") in writing, and
the  Indemnifying  Party  shall  assume  the  defense  thereof,   including  the
employment of counsel  reasonably  satisfactory to the Indemnified Party and the
payment of all fees and expenses  incurred in connection  with defense  thereof;
provided,  that the failure of any  Indemnified  Party to give such notice shall
not relieve the Indemnifying Party of its obligations or liabilities pursuant to
this  Agreement,  except  (and  only) to the  extent  that it  shall be  finally
determined  by a court of competent  jurisdiction  (which  determination  is not
subject to appeal or further  review) that such failure  shall have  proximately
and materially adversely prejudiced the Indemnifying Party.

               An  Indemnified  Party  shall  have the right to employ  separate
counsel in any such  Proceeding and to participate in the defense  thereof,  but
the  fees  and  expenses  of  such  counsel  shall  be at the  expense  of  such
Indemnified  Party or Parties unless:  (1) the Indemnifying  Party has agreed in
writing to pay such fees and expenses;  or (2) the Indemnifying Party shall have
failed  promptly to assume the defense of such  Proceeding and to employ counsel
reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3)
the named  parties to any such  Proceeding  (including  any  impleaded  parties)
include  both  such  Indemnified  Party  and the  Indemnifying  Party,  and such
Indemnified Party shall have been advised by counsel that a conflict of interest
is likely to exist if the same counsel were to represent such Indemnified  Party
and the Indemnifying Party (in


<PAGE>12



which case, if such Indemnified Party notifies the Indemnifying Party in writing
that it elects to employ  separate  counsel at the  expense of the  Indemnifying
Party,  the  Indemnifying  Party  shall not have the right to assume the defense
thereof and such counsel shall be at the expense of the Indemnifying Party). The
Indemnifying Party shall not be liable for any settlement of any such Proceeding
effected  without its written  consent,  which consent shall not be unreasonably
withheld.  No Indemnifying Party shall, without the prior written consent of the
Indemnified Party, effect any settlement of any pending Proceeding in respect of
which any  Indemnified  Party is a party,  unless  such  settlement  includes an
unconditional  release of such  Indemnified  Party from all  liability on claims
that are the subject matter of such Proceeding.

               All  fees  and  expenses  of  the  Indemnified  Party  (including
reasonable  fees  and  expenses  to  the  extent  incurred  in  connection  with
investigating   or  preparing  to  defend  such   Proceeding  in  a  manner  not
inconsistent  with this  Section)  shall be paid to the  Indemnified  Party,  as
incurred,  within 10 Business Days of written notice thereof to the Indemnifying
Party  (regardless  of whether it is ultimately  determined  that an Indemnified
Party  is  not  entitled  to  indemnification  hereunder;   provided,  that  the
Indemnifying  Party may require such Indemnified Party to undertake to reimburse
all such fees and  expenses  to the extent it is finally  judicially  determined
that such Indemnified Party is not entitled to indemnification hereunder).

               (d) Contribution.  If a claim for  indemnification  under Section
5(a) or 5(b) is  unavailable  to an  Indemnified  Party  because of a failure or
refusal  of  a  governmental   authority  to  enforce  such  indemnification  in
accordance  with its terms (by reason of public policy or otherwise),  then each
Indemnifying  Party,  in lieu of  indemnifying  such  Indemnified  Party,  shall
contribute to the amount paid or payable by such  Indemnified  Party as a result
of such Losses,  in such  proportion as is  appropriate  to reflect the relative
fault of the  Indemnifying  Party and  Indemnified  Party in connection with the
actions,  statements  or omissions  that  resulted in such Losses as well as any
other relevant equitable considerations. The relative fault of such Indemnifying
Party and  Indemnified  Party shall be  determined  by reference to, among other
things,  whether any action in question,  including any untrue or alleged untrue
statement of a material fact or omission or alleged omission of a material fact,
has been  taken  or made  by,  or  relates  to  information  supplied  by,  such
Indemnifying  Party or  Indemnified  Party,  and the parties'  relative  intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
action, statement or omission. The amount paid or payable by a party as a result
of any Losses shall be deemed to include,  subject to the limita tions set forth
in Section 5(c), any reasonable  attorneys' or other reasonable fees or expenses
incurred  by such party in  connection  with any  Proceeding  to the extent such
party   would  have  been   indemnified   for  such  fees  or  expenses  if  the
indemnification  provided  for in this  Section was  available  to such party in
accordance with its terms.

               The parties  hereto agree that it would not be just and equitable
if  contribution  pursuant  to this  Section  5(d) were  determined  by pro rata
allocation or by any other method of allo cation that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding  the  provisions of this Section 5(d), a Purchaser  shall not be
required to contribute,  in the aggregate, any amount in excess of the amount by
which the  proceeds  actually  received by such  Purchaser  from the sale of the
Registrable  Securities  subject to the Pro  ceeding  exceeds  the amount of any
damages that such Purchaser has otherwise been required to pay


<PAGE>13



by reason of such  untrue or alleged  untrue  statement  or  omission or alleged
omission. No Person guilty of fraudulent  misrepresentation  (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to  contribution  from
any Person who was not guilty of such fraudulent misrepresentation.

               The  indemnity  and  contribution  agreements  contained  in this
Section are in addition to any liability that the Indemnifying  Parties may have
to the Indemnified Parties.

        6.     Miscellaneous

               (a)  Remedies.  In the event of a breach by the  Company  or by a
Holder,  of any of their  obligations  under this Agreement,  each Holder or the
Company,  as the case may be, in  addition to being  entitled  to  exercise  all
rights granted by law and under this Agreement,  including  recovery of damages,
will be entitled to specific performance of its rights under this Agreement. The
Company and each Holder agree that monetary  damages would not provide  adequate
compensation  for any losses  incurred by reason of a breach by it of any of the
provisions of this Agreement and hereby further agrees that, in the event of any
action for specific  performance  in respect of such breach,  it shall waive the
defense that a remedy at law would be adequate.

               (b) No  Inconsistent  Agreements.  Except  as  and to the  extent
specifically set forth in Schedule 6(b) attached hereto, neither the Company nor
any of its subsidiaries has, as of the date hereof, nor shall the Company or any
of its  subsidiaries,  on or after the date of this  Agreement,  enter  into any
agreement with respect to its securities  that is  inconsistent  with the rights
granted  to the  Holders  in this  Agreement  or  otherwise  conflicts  with the
provisions  hereof.  Except  as and to the  extent  specifically  set  forth  in
Schedule 6(b) attached  hereto,  neither the Company nor any of its subsidiaries
has previously entered into any agreement granting any registration  rights with
respect to any of its securities to any Person.  Without limiting the generality
of the  foregoing,  without the written  consent of the Holders of a majority of
the then outstanding Registrable Securities,  the Company shall not grant to any
Person the right to  request  the  Company to  register  any  securities  of the
Company under the Securities Act unless the rights so granted are subject in all
respects to the prior  rights in full of the Holders set forth  herein,  and are
not otherwise in conflict or inconsistent with the provisions of this Agreement.

               (c) No  Piggyback on  Registrations.  Except as and to the extent
specifically set forth in Schedule 6(b) attached hereto, neither the Company nor
any of its security  holders  (other than the Holders in such capacity  pursuant
hereto) may include  securities  of the  Company in the  Registration  Statement
other than the Registrable Securities,  and the Company shall not enter into any
agreement providing any such right to any of its securityholders.

               (d)  Piggy-Back   Registrations.   If  at  any  time  during  the
Effectiveness Period there is not an effective  Registration  Statement covering
all of the Registrable Securities and the Company shall determine to prepare and
file with the  Commission a registration  statement  relating to an offering for
its own account or the account of others under the  Securities Act of any of its
equity securities, other than on Form S-4 or Form S-8 (each as promulgated under
the Securities Act) or their then equivalents  relating to equity  securities to
be issued solely in connection with any


<PAGE>14



acquisition  of  any  entity  or  business  or  equity  securities  issuable  in
connection with stock option or other employee  benefit plans,  then the Company
shall  send to each  holder of  Registrable  Securities  written  notice of such
determination  and, if within twenty (20) days after receipt of such notice, any
such holder  shall so request in  writing,  the  Company  shall  include in such
registration statement all or any part of the Registrable Securities such holder
requests to be registered.  No right to registration  of Registrable  Securities
under  this  Section  shall be  construed  to limit any  registration  otherwise
required hereunder.

               (e)  Amendments and Waivers.  The  provisions of this  Agreement,
including  the  provisions  of this  sentence,  may not be amended,  modified or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given,  unless the same shall be in writing and signed by the Company
and the  Holders  of at least a  majority  of the then  outstanding  Registrable
Securities;  provided,  however,  that,  for  the  purposes  of  this  sentence,
Registrable  Securities that are owned, directly or indirectly,  by the Company,
or an Affiliate of the Company are not deemed  outstanding.  Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with respect
to a matter that relates  exclusively to the rights of Holders and that does not
directly  or  indirectly  affect  the  rights of other  Holders  may be given by
Holders  of at least a  majority  of the  Registrable  Securities  to which such
waiver or  consent  relates;  provided,  however,  that the  provisions  of this
sentence may not be amended, modified, or supplemented except in accordance with
the provisions of the immediately preceding sentence.

               (f)  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, California 95054
                                        Facsimile No.: (408) 727-8778
                                        Attn: Chief Financial Officer

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



<PAGE>15





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

        If to any other Person who is then the registered Holder:

               To the address of such Holder as it appears in the
               stock transfer books of the Company

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

               (g)  Successors and Assigns.  This  Agreement  shall inure to the
benefit of and be binding upon the successors  and permitted  assigns of each of
the parties and shall inure to the benefit of each  Holder.  The Company may not
assign its rights or obligations  hereunder without the prior written consent of
each  Holder.  A Purchaser  may assign its  respective  rights  hereunder in the
manner and to the Persons as permitted  under the Purchase  Agreement  (for such
purposes,  Opportunity  shall be  treated  as a  Purchaser  under  the  Purchase
Agreement).

               (h) Assignment of Registration  Rights. The rights of a Purchaser
hereunder,  including  the  right  to  have  the  Company  register  for  resale
Registrable Securities in accordance with the terms of this Agreement,  shall be
automatically  assignable by such Purchaser to any assignee or transferee of all
or a portion of the  Debentures,  the Warrants  and other Common Stock  warrants
referenced in the definition of Registrable Securities or Registrable Securities
without the consent of the Company if: (i) such Purchaser agrees in writing with
the  transferee or assignee to assign such rights,  and a copy of such agreement
is furnished to the Company within a reasonable time after such


<PAGE>16



assignment, (ii) the Company is, within a reasonable time after such transfer or
assignment,  furnished  with written  notice of (a) the name and address of such
transferee or assignee, and (b) the securities with respect to such registration
rights  are being  transferred  or  assigned,  (iii) at or  before  the time the
Company receives the written notice contemplated by clause (ii) of this Section,
the transferee or assignee agrees in writing with the Company to be bound by all
of the provisions of this Agreement, and (iv) such transfer shall have been made
in accordance with the applicable  requirements of the Purchase  Agreement.  The
rights  to  assignment  shall  apply  to the  Purchaser's  (and  to  subsequent)
successors and assigns.

               (i) Counterparts. This Agreement may be executed in any number of
counterparts,  each of which when so executed  shall be deemed to be an original
and, all of which taken together shall constitute one and the same Agreement. In
the event that any  signature  is  delivered  by  facsimile  transmission,  such
signature shall create a valid 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 were the original thereof.

               (j) Governing  Law;  Submission to  Jurisdiction.  This Agreement
shall be governed by and construed in  accordance  with the laws of the State of
New York,  without  regard to  principles of conflicts of law. Each party hereby
irrevocably  submits to the exclusive  jurisdiction  of any New York state court
sitting in the Borough of Manhattan, the state and federal courts sitting in the
City of New York or any federal court sitting in the Borough of Manhattan in the
City of New York  (collectively,  the  "New  York  Courts")  in  respect  of any
Proceeding arising out of or relating to this Agreement, and irrevocably accepts
for  itself  and in  respect of its  property,  generally  and  unconditionally,
jurisdiction  of the New York  Courts.  The  Company  irrevocably  waives to the
fullest extent it may effectively do so under  applicable law any objection that
it may now or hereafter  have to the laying of the venue of any such  proceeding
brought in any New York Court and any claim that any such Proceeding  brought in
any New York Court has been brought in an  inconvenient  forum.  Nothing  herein
shall  affect the right of any  Holder.  Each party  hereby  irrevocably  waives
personal  service of process and  consents to process  being  served in any such
suit, action or proceeding by receiving a copy thereof sent to 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.

               (k)  Cumulative  Remedies.   The  remedies  provided  herein  are
cumulative and not exclusive of any remedies provided by law.

               (l) Severability. If any term, provision, covenant or restriction
of this  Agreement is held by a court of competent  jurisdiction  to be invalid,
illegal,  void  or  unenforceable,  the  remainder  of  the  terms,  provisions,
covenants  and  restrictions  set forth  herein  shall  remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto  shall use their  reasonable  efforts to find and  employ an  alternative
means to achieve the same or substantially  the same result as that contemplated
by such term,  provision,  covenant or restriction.  It is hereby stipulated and
declared to be the intention of the parties that they would have executed


<PAGE>17



the remaining terms,  provisions,  covenants and restrictions  without including
any  of  such  that  may  be  hereafter  declared  invalid,   illegal,  void  or
unenforceable.

               (m) Headings.  The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.

               (n) Shares Held by The Company and its  Affiliates.  Whenever the
consent  or  approval  of  Holders  of a  specified  percentage  of  Registrable
Securities is required hereunder,  Registrable Securities held by the Company or
its  Affiliates  (other than the  Purchasers  or  transferees  or  successors or
assigns thereof if such Persons are deemed to be Affiliates  solely by reason of
their  holdings  of  such  Registrable  Securities)  shall  not  be  counted  in
determining  whether  such  consent or approval was given by the Holders of such
required percentage.

                          [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                                    SIGNATURE PAGE FOLLOWS]



<PAGE>18




               IN WITNESS WHEREOF,  the parties have executed this  Registration
Rights Agreement as of the date first written above.


                                 INNOVACOM, INC.



                                  By:  ___________________________
                                       Name:
                                       Title:


                                  JNC STRATEGIC FUND LTD.



                                  By:  ___________________________
                                       Name:
                                       Title:



<PAGE>19



                                                                       Annex A

                           Plan of Distribution


        The  Selling  Stockholders  and any of  their  pledgees,  assignees  and
successors-in-interest  may, from time to time,  sell any or all of their shares
of Common Stock on any stock exchange,  market or trading  facility on which the
shares  are traded or in private  transactions.  These  sales may be at fixed or
negotiated  prices.  The  Selling  Stockholders  may  use any one or more of the
following methods when selling shares:

o       ordinary brokerage transactions and transactions in which the 
        broker-dealer solicits purchasers;

o       block  trades  in which the  broker-dealer  will  attempt  to sell the
        shares as agent but may  position  and  resell a portion of the block as
        principal to facilitate the transaction;

o       purchases by a broker-dealer as principal and resale by the broker-
        dealer for its account;

o       an exchange distribution in accordance with the rules of the applicable 
        exchange;

o       privately negotiated transactions;

o       short sales;

o       Broker-dealers may agree with the Selling Stockholders to sell a 
        specified number of such shares at a stipulated price per share;

o       a combination of any such methods of sale; and

o       any other method permitted pursuant to applicable law.

        The Selling  Stockholders  may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

        The Selling Stockholders may also engage in short sales against the box,
puts  and  calls  and  other  transactions  in  securities  of  the  Company  or
derivatives  of Company  securities and may sell or deliver shares in connection
with these  trades.  The Selling  Stockholders  may pledge their shares to their
brokers  under  the  margin  provisions  of  customer  agreements.  If a Selling
Stockholder  defaults on a margin loan, the broker may, from time to time, offer
and sell the pledged shares.

        Broker-dealers engaged by the Selling Stockholders may arrange for other
brokers-dealers to participate in sales.  Broker-dealers may receive commissions
or discounts from the Selling  Stockholders  (or, if any  broker-dealer  acts as
agent for the purchaser of shares, from the purchaser)


<PAGE>20


in  amounts to be  negotiated.  The  Selling  Stockholders  do not expect  these
commissions  and  discounts  to  exceed  what  is  customary  in  the  types  of
transactions involved.

        The  Selling  Stockholders  and any  broker-dealers  or agents  that are
involved  in selling  the shares may be deemed to be  "underwriters"  within the
meaning of the Securities Act in connection with such sales. In such event,  any
commissions  received  by such  broker-dealers  or agents  and any profit on the
resale  of the  shares  purchased  by  them  may be  deemed  to be  underwriting
commissions or discounts under the Securities Act.

        The  Company is required  to pay all fees and  expenses  incident to the
registration of the shares,  including fees and  disbursements of counsel to the
Selling   Stockholders.   The  Company  has  agreed  to  indemnify  the  Selling
Stockholders against certain losses, claims, damages and liabilities,  including
liabilities under the Securities Act.