CONVERTIBLE  DEBENTURE  PURCHASE  AGREEMENT,  dated as of June 29,  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 $2,000,000 of the
Company's 7% Convertible Debentures, due June 29, 2003 (the "Debentures"), which
are convertible  into shares of the Company's  common stock, par value $.001 per
share (the "Common Stock");

        WHEREAS,  on June 15, 1998,  the Purchaser made a loan to the Company in
the amount of $500,000 (the "Loan");

        WHEREAS,  the Loan is  evidenced by that  certain  promissory  Note (the
"Note") dated June 15, 1998, executed by the Company and payable to the order of
the purchaser in the original principal amount of $500,000; and

        WHEREAS, in accordance with the terms of the Note, the Purchaser desires
to convert the Note into Debentures  which are convertible into shares of Common
Stock.

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


                                           ARTICLE I

                           PURCHASE AND SALE OF DEBENTURES; CLOSING

        1.1    The Closing.

               (a) The  Closing.  (i)  Subject to the terms and  conditions  set
forth in this  Agreement,  the Company shall issue and sell to the Purchaser and
the Purchaser  shall purchase the Debentures for an aggregate  purchase price of
$2,000,000,  which  purchase price shall include the conversion of the Note into
Debentures.  The  closing  of the  purchase  and  sale  of the  Debentures  (the
"Closing") shall take place at the offices of Robinson Silverman Pearce Aronsohn
& Berman LLP (the "Escrow  Agent"),  1290 Avenue of the Americas,  New York, New
York 10104, immediately following the execution hereof or such later date as the
parties shall agree.  The date of the Closing is hereinafter  referred to as the
"Closing Date."




                                           
<PAGE>



                      (ii)   Prior to the Closing, the parties shall deliver or
shall cause to be delivered to the Escrow Agent such items as are required to be
delivered by them in accordance  with and subject to the terms and conditions of
the Escrow Agreement, dated as of the date hereof, by and among the Company, the
Purchaser  and the  Escrow  Agent in the form of Exhibit E annexed  hereto  (the
"Escrow Agreement"),  including the following: (A) the Company shall deliver (1)
Debentures, registered in the name of the Purchaser, with an aggregate principal
amount of $2,000,000, (2) a Common Stock Purchase Warrant in the form of Exhibit
D attached hereto (the "Warrant"),  registered in the name of the Purchaser, (3)
the Security Agreement, dated as of the date hereof, between the Company and the
Purchaser in the form of Exhibit G annexed  hereto (the  "Security  Agreement"),
and (4) the legal  opinion of Bartel Eng Linn & Schroder,  substantially  in the
form of  Exhibit  C ("Legal  Opinion");  (B) the  Purchaser  shall  deliver  (1)
$1,500,000 and (2) the original Note marked canceled;  and (C) each party hereto
shall deliver all other executed instruments, agreements and certificates as are
required to be delivered hereunder by or on their behalf at the 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 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,  and "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.


                                          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




<PAGE>



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 Escrow Agreement,  the Debentures,  the Warrants,  the Security Agreement or
the Registration  Rights Agreement,  dated the date hereof,  between the Company
and the Purchaser (the  "Registration  Rights Agreement" and, together with this
Agreement,  the Escrow  Agreement,  the Debentures,  Security  Agreement and the
Warrants,  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, 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



                                            

<PAGE>



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"). 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 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." 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)  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 consents referred to in Section 2.1(f),  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



                                           

<PAGE>



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 Section 3.5,  (iv) the filing of a Form D with the  Commission  and (v) 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
(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 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



                                        
<PAGE>



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, 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,
since December 12, 1997 (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; 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



                                        
<PAGE>



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  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  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.



                                             

<PAGE>



               (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,  the
Registration  Rights  Agreement and the Escrow  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 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 present 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



                                           

<PAGE>



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.

               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 any  transfers  among  any  such  Affiliates  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
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



                                      

<PAGE>



        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.

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

               Underlying Shares shall not contain the legend set forth above if
the  conversion  of  Debentures,  exercise  of 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 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



                                            

<PAGE>



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 Use of Disclosure Materials.  The Company consents to the use of the
Disclosure Materials and any information provided by or on behalf of the Company
pursuant  to  Section  3.3,  and any  amendments  and  supplements  thereto,  in
connection  with resales of the  Securities  other than pursuant to an effective
registration statement.

        3.5 Blue Sky Laws. In accordance with the Registration Rights Agreement,
the Company shall qualify the Underlying Shares under the securities or Blue Sky
laws of such  jurisdictions as the Purchaser may request and shall continue such
qualification  at all times until the Purchaser  notifies the Company in writing
that it no longer own Securities;  provided,  however,  that neither the Company
nor its Subsidiaries  shall be required in connection  therewith to qualify as a
foreign  corporation  where they are not now so  qualified or to take any action
that  would  subject  the  Company  to  general  service  of process in any such
jurisdiction where it is not then so subject.

        3.6 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.

        3.7 Increase in Authorized Shares. 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



                                            

<PAGE>



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.

        3.8 Purchaser Ownership of Common Stock. The Purchaser shall not convert
Debentures  or exercise  its Warrant to the extent such  conversion  or exercise
would result in it beneficially owning (as determined in accordance with Section
13(d) of the Exchange Act and the rules  thereunder)  in excess of 4.999% of the
then issued and outstanding  shares of Common Stock,  including  shares issuable
upon conversion of the Debentures held by it after  application of this Section.
To the  extent  that the  limitation  contained  in this  Section  applies,  the
determination  of whether  Debentures  are  convertible  (in  relation  to other
securities  owned by the Purchaser) and of which portion of the principal amount
of such  Debentures  are  convertible  shall  be in the sole  discretion  of the
Purchaser, and the submission of Debentures for conversion shall be deemed to be
the  Purchaser's  determination  of whether such  Debentures are convertible (in
relation to other  securities  owned by the  Purchaser)  and of which portion of
such  Debentures  are  convertible,  in each  case  subject  to  such  aggregate
percentage  limitation,  and the Company  shall have no  obligation to verify or
confirm the accuracy of such  determination.  Nothing  contained herein shall be
deemed to restrict the right of the Purchaser to convert Debentures at such time
as such  conversion  will  not  violate  the  provisions  of this  Section.  The
provisions of this Section may be waived by the Purchaser  upon not less than 75
days prior  notice to the Company,  and the  provisions  of this  Section  shall
continue  to apply  until  such 75th day (or  later,  if stated in the notice of
waiver).

        3.9 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. If the Common Stock
hereafter is listed for trading on the Nasdaq National  Market,  Nasdaq SmallCap
Market (or on the American  Stock  Exchange or New York Stock  Exchange,  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



                                          
<PAGE>



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.

        3.10  Conversion  Procedures.  Exhibit F sets forth the procedures  with
respect  to the  conversion  of the  Debentures,  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  to  exercise  its  right  of  conversion   smoothly  and
expeditiously.

        3.11  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  average  value of  shares of  Common  Stock  traded on the OTC
Bulletin  Board in each week,  measured  over a four week  period,  on a rolling
basis,  is less than  $750,000  or there are fewer than ten (10)  market  makers
actively  making a market in the Common Stock (or, if after the Closing Date the
Common Stock is listed for trading on any of the  exchanges,  markets or trading
facilities  contemplated  in Section  3.9,  if the Common  Stock is  delisted or
suspended from trading on such exchange,  market or trading facility, other than
as a result  of the  suspension  of  trading  in  securities  on such  market or
exchange  generally,  or temporary  suspensions  pending the release of material
information)  for more  than  three  (3)  Trading  Days,  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.




<PAGE>



        3.12 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 (except for reductions of the
Company's  indebtedness  up to a maximum of $500,000)  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.

        3.13 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.

        3.14  Conversion  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.

        3.15 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 Closing Date, 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 3.1(c), and (iii)




<PAGE>



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 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.




                                             -15-

<PAGE>



        3.16 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.

        3.17 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 3.17(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.

        3.18  Security  Documents.  Simultaneously  with the  execution  of this
Agreement, the Company and the Purchaser shall enter into the Security Agreement
pursuant to which the Company will pledge Collateral (as defined in the Security
Agreement)  as  security  for  the  Obligations  (as  defined  in  the  Security
Agreement).

                                          ARTICLE IV

                                         MISCELLANEOUS


               4.1 Fees and Expenses. The Company shall pay the Purchaser at the
Closing  $7,500.00 for their legal fees and disbursements in connection with the
preparation  and  negotiation  of the  Transaction  Documents  and for their due
diligence  expenses  and  disbursements  in  connection  with  the  transactions
contemplated  hereby.  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



                                             -16-

<PAGE>



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.

               4.2 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.

               4.3  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.
                                        Williams House, 20 Reid Street
                                        Hamilton HM11, Bermuda
                                        Facsimile No.:  (441) 295-2305
                                        Attn: Alan Brown

        With copies to:                 Encore Capital Management, L.L.C.
                                        12007 Sunrise Valley Drive, Suite 460



                                            

<PAGE>



                                        Reston, VA 20191
                                        Facsimile No.:  (703) 476-7711
                                        Attn: Neil T. Chau

                                                   -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.

               4.4  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 enforce ment 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.

               4.5 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.

               4.6 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 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.

               4.7 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 permitted  assignees  under Section 4.6,
is not for the benefit  of, nor may any  provision  hereof be  enforced  by, any
other person.




                                             -18-

<PAGE>



               4.8  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 non-exclusive  jurisdiction of the state and
federal  courts sitting in the City of New York,  borough of Manhattan,  for the
adjudication  of any dispute  hereunder  or in  connection  herewith or with any
transaction  contemplated  hereby or discussed herein (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.

               4.9 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.

               4.10  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.

               4.11  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.

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               IN WITNESS WHEREOF, the parties hereto have caused this 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: