THIRD AMENDED AND RESTATED SECURITY AGREEMENT


        THIS THIRD  AMENDED  AND  RESTATED  SECURITY  AGREEMENT  (the  "Security
Agreement")  is made and entered into, as of January 14th,  1999, by and between
JNC Strategic  Fund Ltd., a Cayman  Islands  corporation  ("JNC") and InnovaCom,
Inc., a Nevada corporation (the "Company").


                                    RECITALS

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

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

        WHEREAS, JNC and the Company subsequently agreed to amend and restate in
its entirety the Security  Agreement in  connection  with their  entering into a
Convertible  Debenture  Purchase  Agreement  dated as of August 28th,  1998 (the
"August 28th Purchase  Agreement")  in order to provide that the  obligations of
the Company  pursuant to the Company's 7%  Convertible  Secured  Debentures  Due
August 28, 2003 in an aggregate principal amount of $1,500,000 (the "August 28th
Debentures")  and other  Transaction  Documents (as defined in Section 2.1(a) of
the  August  28th  Purchase  Agreement)  would  also be deemed to be part of the
Obligations  (as defined in Section 2 of the Security  Agreement) of the Company
under the Security Agreement; and

        WHEREAS,  subsequently,  JNC and the Company  again  agreed to amend and
restate in its entirety the Security Agreement (as amended and restated pursuant
to the  transactions  contemplated  by the August 28th  Purchase  Agreement)  in
connection with their entering into a Convertible  Debenture  Purchase Agreement
dated as of December  15th,  1998 (the  "December  15th Purchase  Agreement") in
order to provide that the  obligations of the Company  pursuant to the Company's
7%  Secured  Convertible  Debentures  Due  December  15,  2003  in an  aggregate
principal  amount  of  $500,000  (the  "December  15th  Debentures")  and  other
Transaction  Documents  (as  defined  in  Section  2.1(a) of the  December  15th
Purchase  Agreement)  would also be deemed to be part of the  Obligations of the
Company under the Security Agreement; and








<PAGE>2



        WHEREAS, JNC and the Company have now agreed to amend and restate in its
entirety  the  Security  Agreement  (as  amended  and  restated  pursuant to the
transactions  contemplated  by  the  August  28th  Purchase  Agreement  and  the
transactions contemplated by the December 15th Purchase Agreement) in connection
with their entering into a Convertible  Debenture Purchase Agreement dated as of
January 14th, 1999 (the "January 14th Purchase Agreement," and collectively with
the June 29th Purchase Agreement,  the August 28th Purchase  Agreement,  and the
December 15th Purchase Agreement, the "Purchase Agreements") in order to provide
that the  obligations  of the  Company  pursuant  to the  Company's  7%  Secured
Convertible  Debentures Due January 14, 2004 in an aggregate principal amount of
$750,000 (the "January 14th  Debentures,"  and  collectively  with the June 29th
Debentures,  the August 28th Debentures,  and the December 15th Debentures,  the
"Debentures") and other  Transaction  Documents (as defined in Section 2.1(a) of
the  January  14th  Purchase  Agreement)  shall also be deemed to be part of the
Obligations of the Company under the Security Agreement;

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

                                    AGREEMENT

1.      Definitions.  Unless otherwise defined,  or unless the context otherwise
        requires,  capitalized terms used in this Security  Agreement shall have
        the same  meaning  given such  terms in the  Transaction  Documents  (as
        defined in Section 2.1(a) of the January 14th Purchase Agreement).

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

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

3.      Collateral.  The "Collateral" shall cover and include all right,  title,
        and  interest  of the  Company  in, to, and under all of the  following,
        whether now existing or hereafter  acquired  from time to time:  (i) all
        Accounts; (ii) all receivables;  (iii) all General Intangibles; (iv) all
        Goods, including,  without limitation, all Equipment, and all Inventory,
        whether  now  held or  acquired  in the  future  and  wherever  located,
        including, but not limited to Inventory that is repossessed, returned or
        acquired as a result of a


<PAGE>3



        "trade-in;"  and (v) all  letters of credit,  notes,  drafts,  stock and
        other debt and equity securities  whether or not  certificated,  and all
        instruments;  (vi) all Chattel Paper and all Documents including without
        limitation documents of title (vii) all Instruments; (viii) all contract
        rights and all causes of action;  (ix) all Deposit Accounts  (general or
        special) with, and all credits and other claims against,  all-lenders or
        other  financial  institutions;  (x) all  money;  (xi) all  property  or
        interests  in property  now or  hereafter  coming  into the  possession,
        custody or control of the Company  (whether  for  safekeeping,  deposit,
        custody,  pledge,  transmission,  collection  or  otherwise);  (xii) all
        Proceeds  including,  without  limitation,  all  proceeds  of any loans,
        including the Loan and all  insurance  proceeds of or relating to any of
        the  foregoing;  (xiii)  all books and  records  relating  to any of the
        foregoing;   (xiv)  all   Fixtures,   accessions   and   additions   to,
        substitutions for, and replacements, products and proceeds of any of the
        foregoing and (xv) all rights to payment  resulting from  disposition or
        other Transfer of any of the foregoing.

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

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

          a. Except for the rights granted  hereunder and the related UCC Form 1
     which was filed on June 26, 1998 with the California Secretary of State and
     on June 29, 1998 with the Santa Clara County Recorder,  and also except for
     that certain Writ of  Attachment  granted on or about  December 31, 1998 in
     favor of Lumen Intellectual  Property Services,  and that certain unsecured
     personal  property tax lien,  copies of which have been  provided to JNC by
     the  Company,  the  Company is the sole owner of the  Collateral,  free and
     clear from any liens, security interests,  encumbrances,  rights or claims,
     and is fully  authorized  to grant the Security  Interest in and pledge the
     Collateral,  and  the  Collateral  is  not  subject  to any  UCC  financing
     statement.

        b.     This  Security  Agreement  is  fully  sufficient  to  create  and
               transfer to JNC, and shall create and transfer to JNC, a Security
               Interest  in  and  to all of  the  Company's  right,  title,  and
               interest in the Collateral, free and clear of any and all adverse
               liens, claims, and encumbrances of any kind or nature, and the



<PAGE>4



               Company has not transferred,  and shall not transfer any Security
               Interest in the Collateral to any other person, without the prior
               written consent of JNC.

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

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

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

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

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

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

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

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

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


<PAGE>5



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

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

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

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

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

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

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

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

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

        a.     JNC may enter upon the premises  where any of the  Collateral may
               be located, and take possession of the Collateral, and demand and
               receive  reconveyance  of the Collateral  from any person who has
               possession  thereof,  and JNC may take  such  measures  as may be
               necessary or proper for the care or protection



<PAGE>6



               of the value thereof,  including the right to remove, keep and/or
               store all or any portion of the  Collateral or put a custodian in
               charge thereof; and/or

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

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

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

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



<PAGE>7



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

               e.  JNC may  institute  any  proceeding  at law,  in  equity,  or
          otherwise  in  order to  foreclose  upon  the  Collateral  or any part
          thereof.  To the extent  permitted by law,  any sale thereof  shall be
          held in the same manner,  with the same effect and subject to the same
          terms and  conditions as specified in paragraph (c) of this Section 9.
          JNC may, in the  exercise of its sole and  absolute  discretion,  from
          time to time,  at any time and in any  order,  choose to  institute  a
          proceeding for foreclosure on some portion of the Collateral  and/or a
          sale under  paragraphs (c) or (d) on other portions of the Collateral,
          without  being  deemed to have made an election of remedies or to have
          waived  any other  rights or  remedies,  and  without in any other way
          limiting any remedies or rights which it may otherwise have; and/or
   
               f. In its name or in the name of the  Company or  otherwise,  JNC
          may demand, sue for, collect,  or receive any money or property at any
          time  payable or  receivable  on account of or in exchange for or make
          any compromise or settlement  deemed desirable with respect to, any of
          the Collateral, but shall be under no obligation to do so, and JNC may
          extend the time of payment,  arrange for payment in  installments,  or
          otherwise  modify  the terms of, or  release,  any of the  Collateral,
          without  thereby  incurring   responsibility  to,  or  discharging  or
          otherwise  affecting any liability of, the Company or in any other way
          limiting any remedies or rights which JNC may otherwise have; and/or

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

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

11.     Security Interest Absolute.  All rights of JNC and the Security Interest
        hereunder,  and all  Obligations  of the  Company  hereunder,  shall  be
        absolute and unconditional, irrespective of: (a) any lack of validity or
        enforceability of any of the JNC Transaction  Documents or this Security
        Agreement,  and any  agreement  entered  into  in  connection  with  the
        foregoing, or any portion hereof or thereof; (b) any change in the time,
        manner or place of payment or  performance  of, or in any other term of,
        all or any of the  Obligations,  or any other  amendment or waiver of or
        any consent to any departure



<PAGE>8



        from  the JNC  Transaction  Documents;  (c) any  exchange,  release,  or
        nonperfection  of any of the Collateral,  or any release or amendment or
        waiver of or consent to departure from any other  collateral for, or any
        guaranty, or any other security, for all or any of the Obligations;  (d)
        any  action by JNC to  obtain,  adjust,  settle,  and cancel in its sole
        discretion any insurance claims or matters made or arising in connection
        with the Collateral; or (e) any other circumstance which might otherwise
        constitute any legal or equitable defense available to the Company, or a
        discharge of all or any part of the Security  Interest  granted  hereby.
        Until the Obligations  shall have been paid and performed in full, JNC's
        rights shall continue even if the Obligations are barred for any reason,
        including, without limitation, the running of the statute of limitations
        or bankruptcy. The Company expressly waives presentment, protest, notice
        of protest,  demand,  notice of nonpayment,  and demand for performance.
        This Security  Agreement shall create a continuing  security interest in
        the  Collateral  and shall  remain in full  force and  effect  until the
        Obligations  shall have been paid and  performed  in full,  and shall be
        binding upon the Company and its  successors  and permitted  transferees
        and  assigns.  In  the  event  that  at any  time  any  transfer  of any
        Collateral or any payment  received by JNC hereunder  shall be deemed by
        final order of a court of competent jurisdiction to have been a voidable
        preference or fraudulent  conveyance  under the bankruptcy or insolvency
        laws of the United States, or shall be deemed to be otherwise due to any
        party other than JNC, then, in any such event, the Company's obligations
        hereunder  shall survive  cancellation of this Security  Agreement,  and
        shall not be discharged or satisfied by any prior payment thereof and/or
        cancellation  of this Security  Agreement,  but shall remain a valid and
        binding  obligation   enforceable  in  accordance  with  the  terms  and
        provisions  hereof.  The  Company  waives  all right to  require  JNC to
        proceed  against any other person or to apply any  Collateral  which JNC
        may hold at any time,  or to  marshal  assets,  or to  pursue  any other
        remedy.  JNC may, at its  election,  exercise any right or remedy it may
        have against any security held by JNC,  including,  without  limitation,
        the right to  foreclose  any such  security by  judicial or  nonjudicial
        sale,  without  affecting  or  impairing  in any way the  rights  of JNC
        hereunder.  The  Company  waives  any  defense  arising by reason of the
        application  of the statute of  limitations  to any  obligation  secured
        hereby.

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

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

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

        c.     To pay or discharge taxes, liens,  security  interests,  or other
               encumbrances  at any  time  levied  or  placed  on or  threatened
               against the Collateral; to demand,



<PAGE>9



               collect, receipt for, compromise, settle, and sue for monies due
               in respect of the Collateral;

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

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

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

13. Duties of JNC.

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

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

<PAGE>10



               of this Security Agreement by the Collateral and shall be
               repayable by the Company on demand.

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

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

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

17.     Miscellaneous.

               a. Indemnity.  The Company agrees to defend, protect,  indemnify,
          and hold  ---------  harmless  JNC and each and all of its  respective
          officers,  directors,  employees,  attorneys, and Agents (collectively
          called the  "Indemnitees")  from and against any and all  liabilities,
          obligations,  losses, damages,  penalties,  actions, judgments, suits,
          claims,  costs,  expenses,  and  disbursements  of any kind or  nature
          whatsoever  (including,  without  limitation,  the reasonable fees and
          disbursements  of counsel for such  Indemnitees in connection with any
          investigative,  administrative, or judicial proceeding, whether or not
          such  Indemnitees  shall be designated a party thereto),  which may be
          imposed on, incurred by, or asserted against such Indemnitees (whether
          direct, indirect, or consequential and whether based on any federal or
          state  laws  or  other  statutory  regulations,   including,   without
          limitation, securities and commercial laws and regulations, common law
          or at  equitable  cause,  or  contract  or  otherwise)  in any  manner
          relating  to  or  arising  out  of  this  Security  Agreement  or  the
          Obligations,  or any act, event,  or transaction  related or attendant
          thereto, including, without


<PAGE>11



               limitation,  any and  all  costs  and  expenses  incurred  in the
               enforcement  of  this  Security  Agreement   (collectively,   the
               "Indemnified  Matters").  To the extent that the  undertaking  to
               indemnify,  pay,  and hold  harmless  set forth in the  preceding
               sentence may be unenforceable  because it is violative of any law
               or public  policy,  the  Company  shall  contribute  the  maximum
               portion which it is permitted to pay and satisfy under applicable
               law, to the payment and  satisfaction of all Indemnified  Matters
               incurred by the Indemnitees.

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

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

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

                      If to JNC, to:

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

                      with a copy to:

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

                      and


<PAGE>12




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

                      If to the Company, to:

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

                      with a copy to:

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

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

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

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

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



<PAGE>13



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

        h.     Delay, Etc. No delay or omission to exercise any right, power, or
               remedy  accruing to any party hereto shall impair any such right,
               power, or remedy of such party nor be construed to be a waiver of
               any such right,  power,  or remedy nor  constitute  any course of
               dealing or performance hereunder.

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

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

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







                      [remainder of this page intentionally left blank]



<PAGE>14



        IN WITNESS  WHEREOF,  the  Company  has caused  this Third  Amended  And
Restated  Security  Agreement to be duly  executed and delivered by its officers
thereunto duly authorized effective as of January 14th, 1999.

                                 INNOVACOM, INC.




                                 By:_____________________________________
                                    Frank Alioto
                                    President

Accepted and agreed, effective
as of this 14th day of January, 1999


JNC STRATEGIC FUND LTD.




By:_______________________________
Its:______________________________