Waiver Agreement

                               September 17, 1998



VIA FACSIMILE TRANSMISSION (original via mail)

JNC Strategic Fund Ltd.
JNC Opportunity Fund Ltd.
Olympia Capital (Cayman) Ltd.
c/o Olympia Capital (Bermuda) Ltd.
Williams House, 20 Reid Street
Hamilton HM11, Bermuda


         Re:      InnovaCom, Inc. 7% Convertible Debentures

Dear Ladies and Gentlemen:

         Reference is made to the Convertible Debenture Purchase Agreement dated
as of December 22, 1997 (the "December 22nd Agreement") and related  Convertible
Debentures  (the  "December 22nd  Debentures")  and Warrants (the "December 22nd
Warrants," and  collectively  with the December 22nd Agreement and December 22nd
Debentures,  the  "December  22nd  Transaction  Documents")  made by and between
InnovaCom,  Inc., a Nevada corporation (the "Company"), and JNC Opportunity Fund
Ltd. ("JNC Opportunity"), and the Convertible Debenture Purchase Agreement dated
as of June 29, 1998 (the "June 29th  Agreement",  and together with the December
22nd Agreement,  the "Agreements") and related Convertible Debentures (the "June
29th  Debentures",   and  together  with  the  December  22nd  Debentures,   the
"Debentures"),  the Warrants  (the "June 29th  Warrants,  and together  with the
December 22nd Warrants, the "Warrants"),  and Registration Rights Agreement (the
"June 29th  Registration  Rights  Agreement",  and  together  with the June 29th
Agreement, the June 29th Debentures,  and the June 29th Warrants, the "June 29th
Transaction  Documents;  together,  the December 22nd Transaction  Documents and
June 29th  Transaction  Documents will be referred to herein as the "Transaction
Documents"),  made by and between the Company and JNC Strategic  Fund Ltd. ("JNC
Strategic",  and together with JNC Opportunity,  "JNC").  The capitalized  terms
used and not otherwise  defined  herein shall have the same meanings as ascribed
to them in the respective above-referenced Transaction Documents.



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JNC Strategic Fund Ltd.
JNC Opportunity Fund Ltd.
September 17, 1998
Page 2





         The  Company  has, in the past,  breached  and/or  defaulted  under the
provisions of the Transaction  Documents  described herein,  which past breaches
and/or  defaults,  subject to the terms  hereof,  JNC has now agreed to waive in
accordance  with the  terms  hereof.  Now,  therefore,  for  good  and  valuable
consideration, JNC and the Company hereby agree as follows:

         1.       Reservation of Shares.

         (a) Under Section  2.1(d) of the December 22nd  Agreement,  the Company
represented that it would maintain a reserve of duly authorized shares of Common
Stock in the sum of at least two times the  number of shares of Common  Stock as
would be issuable  upon  conversion  in full of the  December  22nd  Debentures,
assuming such  conversion were effected on the Original Issue Date or the Filing
Date,  whichever yields a lower Conversion  Price,  (ii) the number of shares of
Common  Stock as are  issuable  as  payment of  interest  on the  December  22nd
Debentures,  and (iii) the number of shares of Common Stock as are issuable upon
exercise  in full of the  December  22nd  Warrants.  Under  Section  4(d) of the
December 22nd Debentures,  the Company  covenanted to reserve and keep available
not less than the number of shares of Common Stock as would be issuable upon the
conversion of the outstanding  principal  amount of the December 22nd Debentures
and  payment  of  interest  thereunder.  Under  Section 7 of the  December  22nd
Warrants,  the Company  covenanted  to reserve and keep  available the number of
Warrant Shares which are then issuable and deliverable  upon the exercise of the
December  22nd  Warrants.  The Company has reserved  5,500,000  shares of Common
Stock in connection with the December 22nd Transaction  Documents,  which number
of shares,  because of the decline in the share price since the  Original  Issue
Date, is now  inadequate if the full  outstanding  principal  amount of December
22nd  Debentures  were converted to shares of Common Stock and all December 22nd
Warrants  exercised for Warrant  Shares.  Subject to Section 1(b) hereof,  for a
period  of one year and one day from the  date  stated  above,  JNC  Opportunity
hereby waives and  relinquishes  its rights and remedies under the December 22nd
Transaction  Documents relating to the Company's past breaches or defaults under
the December 22nd Transaction Documents with respect to the Company's failure to
reserve the requisite number of shares of Common Stock. Furthermore,  subject to
the Company's  compliance with Section 1(b) of this  Agreement,  JNC Opportunity
shall forbear from  exercising  any of its rights or remedies under the December
22nd Transaction  Documents relating to continuing  breaches and defaults of the
Company after the date



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JNC Strategic Fund Ltd.
JNC Opportunity Fund Ltd.
September 17, 1998
Page 3




hereof and prior to the earlier of November 30, 1998 and the date such  defaults
are cured in full (the  "Section  1(a) Cure Date") with respect to the Company's
failure to reserve the  requisite  number of shares of Common  Stock;  provided,
that nothing contained herein shall be construed to be a waiver of any rights or
remedies under the December 22nd Transaction Documents in respect of any further
defaults under the Sections  specified in this Section 1(a) that occur after the
Section 1(a) Cure Date.

         (b) The  Company  shall  prepare  and mail to the  shareholders  of the
Company proxy materials requesting authorization to amend the Company's Articles
of  Incorporation  to  increase  the number of shares of Common  Stock which the
Company  is  authorized  to  issue  in order  to  comply  with  its  obligations
respecting  conversion,  exercise, and reservation of shares as set forth in the
December  22nd  Transaction  Documents.  In connection  therewith,  the Board of
Directors  shall (a) adopt  proper  resolutions  authorizing  an increase in the
number of  authorized  and  available  shares of  Common  Stock to a minimum  of
75,000,000  shares of Common Stock , (b) make an appropriate  recommendation  to
stockholders  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) and (c) by November 30, 1998, file an appropriate amendment
to the Company's  Articles of  Incorporation  in order to increase the number of
authorized  and  available  shares of Common  Stock to a minimum  of  75,000,000
shares of Common Stock, and  simultaneously  amend its share  reservation  order
with its  transfer  agent so that the  Company  will be in  compliance  with the
Sections of the December 22nd Agreement,  the December 22nd Debentures,  and the
Debenture  22nd  Warrants  specified  in Section  1(a)  above.  In the event the
Company fails to obtain the required  stockholder approval or otherwise fails to
timely amend its Articles of Incorporation or amend its share  reservation order
as provided herein, then  notwithstanding  anything to the contrary set forth in
this Waiver  Agreement,  the waiver  contemplated in Section 1(a) of this Waiver
Agreement  shall  be null and  avoid  ab  initio  and JNC  Opportunity  shall be
entitled to exercise  all of its rights and  remedies  under the  December  22nd
Transaction Documents arising as a result of the Company's defaults specified in
Section 1(a) above.

         2. SEC Documents.

         (a) Under  Section 3.3 of the  Agreements,  the Company  covenanted  to
timely  file (or  obtain  extensions  in  respect  thereof  and file  within the
applicable grace period) all reports required



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JNC Strategic Fund Ltd.
JNC Opportunity Fund Ltd.
September 17, 1998
Page 4




to be filed by the Company  after the date hereof  pursuant to Section  13(a) of
the Exchange Act. The Company is in default of these  provisions  because it has
been late in filing its Form 10-QSB for the quarters  ending March 31, 1998, and
June 30, 1998.  Subject to the Company's  compliance with its obligations  under
Section  2(b),  for a period of one year and one day from the date stated above,
JNC hereby waives and voluntarily relinquishes its rights and remedies under the
Transaction  Documents relating to the Company's failure to timely file its Form
10-QSB for the quarters ending March 31, 1998, and June 30, 1998.

         (b) As  soon as  reasonably  practicable,  and in any  event  prior  to
September 25, 1998 with respect to the Form 10-QSB for the quarter  ending March
31, 1998,  and prior to October 30, 1998 with respect to the Form 10-QSB for the
quarter  ending June 30, 1998,  the Company shall file with the  Commission  its
Quarterly  Reports Form 10-QSB for the  quarters  ending March 31, 1998 and June
30, 1998.

         3.       Trading Volume.

         (a) Under Section 3.11 of the Agreements, if at any time while JNC owns
any  Securities,  the average  value 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,  then,  at JNC's  option,  the Company would be required to
repay the entire principal  amount of the then  outstanding  Debentures (and all
accrued and unpaid interest thereon) and redeem all then outstanding  Underlying
Shares then held by JNC, in the therein  designated  amount. In addition,  under
the terms of the Debentures, the Company may not issue shares of Common Stock in
payment of interest on the principal  amount of the  Debentures  if, among other
things,  the shares are not  "actively  traded" (as defined in the  Debentures).
Currently, the average value of Common Stock traded on the OTC Bulletin Board in
each  week,  measured  over a four  week  period,  is  substantially  less  than
$750,000.  For a period of one year and one day from the date stated above,  JNC
hereby waives its rights and remedies  under Section 3.11 of the  Agreements and
waives  enforcement  of the relevant  provisions  of the August 28th  Debentures
relating to the  Company's  past failure to maintain  "actively  traded"  Common
Stock as provided in the Transaction Documents.




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JNC Strategic Fund Ltd.
JNC Opportunity Fund Ltd.
September 17, 1998
Page 5




         (b) Under Section 3.8 of the Convertible  Debenture  Purchase Agreement
by and among the  Company  and JNC  Strategic  dated as of August 28,  1998 (the
"August 28th Agreement"), if at any time while JNC Strategic owns any Securities
(as  defined  therein),  the  average  value 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  $80,000,  then,  at JNC's  option,  the  Company  would be
required to repay the entire principal  amount of then  outstanding  Convertible
Debentures dated as of August 28, 1998 (the "August 28th  Debentures")  (and all
accrued and unpaid interest thereon) and redeem all then outstanding  Underlying
Shares then held by JNC, in the therein  designated  amount. In addition,  under
the terms of the August 28th  Debentures,  the  Company may not issue  shares of
Common Stock in payment of interest on the  principal  amount of the August 28th
Debentures if, among other things, the shares are not "actively traded", meaning
having a trading  volume as stated in Section 3.8 of the August 28th  Agreement.
The average value of Common Stock traded on the OTC Bulletin Board in each week,
measured over a four week period,  is currently less than $80,000.  For a period
of one year and one day from the date stated above, JNC hereby waives its rights
and  remedies  under  Section  3.8 of  the  August  28th  Agreement  and  waives
enforcement of the relevant provisions of the August 28th Debentures relating to
the Company's past failure to maintain  "actively traded" Common Stock as stated
above.

         4. Payment of Interest. Under the terms of the Debentures,  the Company
is  required to pay seven  percent  (7%)  interest  on a quarterly  basis on the
outstanding  principal  amount  of the  Debentures.  Since the  issuance  of the
Debentures,  the Company has not paid any  interest to JNC,  either in shares of
Common Stock or in cash, with respect to any of the Debentures.  Without waiving
its right to receive unpaid accrued interest on the Debentures,  for a period of
one year and one day from the date  stated  above,  JNC  waives  its  rights and
remedies under Section  3(a)(i) of the Debentures  with respect to past defaults
by the Company of its  obligation  to pay interest on the  Debentures;  provided
that any late interest  charges  applicable to such failure under the Debentures
shall continue to accrue and be payable as to such late interest payments.

         5.       Registration Statement.

         (a) Under the June 29th Registration Rights Agreement,  the Company was
required to file a Registration  Statement within thirty (30) days following the
June 29th Closing Date, and such



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JNC Strategic Fund Ltd.
JNC Opportunity Fund Ltd.
September 17, 1998
Page 6




Registration Statement was to be effective within ninety (90) days following the
Closing Date.  Section 4(c) of the Debentures  provides for various penalties in
the  event the  Registration  Statement  is not filed on or prior to the  Filing
Date, or is not declared  effective by the  Effectiveness  Date. For a period of
one year  and one day from the date  hereof,  JNC  hereby  agrees  to waive  and
voluntarily  relinquish its rights and remedies  arising as a result of the past
default  by the  Company  under  the June  29th  Debentures  and the  June  29th
Registration  Rights Agreement with respect to both the filing and effectiveness
of a Registration  Statement.  Furthermore,  subject to the Company's compliance
with Section 6(b) hereof, JNC shall forbear from exercising any of its rights or
remedies  under  the June 29th  Debentures  and June  29th  Registration  Rights
Agreement  relating to breaches or defaults occurring after the date hereof with
respect to the Company's  failure to timely file or have declared  effective the
Registration Statement.

         (b) The  Filing  Date and the  Effectiveness  Date  under the June 29th
Registration  Statement  shall be amended  to  correspond  with the Filing  Date
(October 27, 1998) and the  Effectiveness  Date  (December  28, 1998) under that
certain Registration Statement dated as of August 28, 1998 between JNC Strategic
and the Company.  In the event the Company  breaches its  obligation  under this
Section 6(b), then notwithstanding the agreement of waiver and forbearance given
hereunder,  JNC Strategic  shall be entitled at that time to exercise all of its
rights and remedies under the June 29th  Debentures  and June 29th  Registration
Rights Agreement  arising as a result of the Company's failure to timely file or
have declared effective the Registration Statement.

                  6. Except for the specific  waivers granted herein,  JNC shall
not be deemed to have waived any rights or remedies under, or the enforcement of
any  provision  of, the  Transaction  Documents.  Except as may be  specifically
indicated  herein,  any  waivers  granted  herein  shall be limited as set forth
herein.  No further  waivers are to be implied herein and any waiver given shall
be  subject  to the  limitations  set  forth  in  Section  4.4  of the  Purchase
Agreements.




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JNC Strategic Fund Ltd.
JNC Opportunity Fund Ltd.
September 17, 1998
Page 7



         6.  Counterparts.  This  Agreement  may be  executed  in  one  or  more
counterparts  (by  facsimile   signature  or  otherwise)  which  together  shall
constitute one and the same instrument.

         EXECUTED as of the date first written above.


                                                        Very truly yours,

                                                         INNOVACOM, INC.


                                                      By:___________________
                                                         Frank Alioto, President



AGREED TO AND ACCEPTED as of the date first written above.

JNC STRATEGIC FUND LTD.


By:______________________________________
Name:___________________________________
Title:____________________________________



JNC OPPORTUNITY FUND LTD.


By:______________________________________
Name:___________________________________
Title:____________________________________