AMENDED EMPLOYMENT AGREEMENT
                                     BETWEEN
                                 INNOVACOM, INC.
                                       AND
                                   MARK C. KOZ


        THIS  AGREEMENT is entered into as of the _____ day of April,  1998,  by
and between  InnovaCom,  Inc., a Nevada  corporation  (hereafter  referred to as
"Employer")  and  Mark  C.  Koz,  an  individual   (hereafter   referred  to  as
"Employee")(the "Agreement").
        WHEREAS,  Employer  and Employee  wish to amend that certain  Employment
Agreement entered into between them as of May 15, 1997.
        NOW,  THEREFORE,  in  consideration  of this  premise  and for  valuable
consideration  including the mutual promises  contained in this  Agreement,  the
parties agree to the following terms and conditions.

                                      TERM OF EMPLOYMENT

Section 1.01. Employment and Term. Employer hereby employs Employee and Employee
hereby  accepts  employment  with  Employer,   upon  the  terms  and  conditions
hereinafter  set  forth,  from May 1,  1998  until  May 15,  2002 or  until  the
employment  relationship is sooner terminated by either party in accordance with
the terms of this Agreement.

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Section 1.02.  "Employment Term" Defined.  As used in this
Agreement, the phrase "Employment Term" refers to the entire
period of employment of Employee by Employer hereunder.

                         DUTIES OF EMPLOYEE AS SENIOR VICE PRESIDENT,
                      CHIEF TECHNICAL OFFICER AND CHAIRMAN OF THE BOARD

Section 2.01. General Duties. Employee shall serve as the Senior Vice President,
Chief Technical  Officer and Chairman of the Board of InnovaCom,  Inc., a Nevada
Corporation.  In his  capacity  as Senior  Vice  President  and Chief  Technical
Officer of Employer, Employee shall do and perform all services, acts, or things
necessary  or  advisable  to manage and conduct the new  products  research  and
development  activities  of  Employer,  subject  at all  times  to  the  overall
direction  of the  Employer's  Chief  Executive  Officer  and the  policies  and
directions  set by Employer's  Board of Directors  (the  "Board").  The Employee
shall develop an annual plan and budget for new product research and development
which  shall  be  submitted  to  the  Board  for  approval.  To the  extent  not
inconsistent with Employer's articles and bylaws,  Employee shall preside at all
meetings of Employer's  stockholders and at all meetings of the Board.  Employee
shall  also  have such  other  powers,  duties  and  responsibilities  as may be
prescribed  by the Board  and the  Employer's  corporate  articles  and  bylaws.
Finally, Employee shall serve as a director of the Employer and on the Executive
Committee of the Board, if one



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exists now or in the future,  and shall be nominated as a director as one of the
Boards'  slate of directors  from year to year and subject only to the continued
approval of the stockholders of Employer as required by law.

Section 2.03.  Passive  Investments  and Endeavors.  This Agreement shall not be
interpreted  to prohibit  Employee from making passive  personal  investments or
conducting  private  business  affairs  if those  activities  do not  materially
interfere with the services required of Employee under this Agreement.  However,
Employee shall not directly or indirectly acquire, during the Employment Term, a
controlling  interest in any  business  competing  with the business of Employer
without the prior consent of the Board.

                                   OBLIGATIONS OF EMPLOYER

Section 3.01.  General  Obligations.  Employer  shall provide  Employee with the
compensation,   incentives,   benefits,   and  business  expense  reimbursements
specified elsewhere in this Agreement. Employer shall also provide Employee with
an  office  located  in  Santa  Clara,  California,  stenographic  help,  office
equipment,  a cellular  phone,  supplies,  and other  facilities  and  services,
suitable to Employee's  position and adequate for the performance of his duties.
Employer may not change the domicile of  Employee's  office  without  Employee's
prior consent.



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Section  3.02.  Indemnification.  Employer  shall  indemnify  and hold  Employee
harmless  for any  actions  taken or  decisions  made by him in good faith while
performing  services in his  capacity as an  employee,  officer and  director of
Employer during the Employment  Term. To the extent  permitted by law,  Employer
shall pay,  indemnify and hold Employee  harmless  from any  liability,  cost or
expense (including, without limitation,  reasonable attorneys' fees) incurred by
him in the  defense  of any  claim,  proceeding  or  action  arising  out of his
performance  of  services  for  Employer  or out of his status as an officer and
director of Employer.  Employer will use its best efforts to obtain coverage for
Employee under any insurance now in force or hereafter  obtained during the term
of this  Agreement  covering  any  employee,  officer or director  of  Employer.
Notwithstanding  the  foregoing,  Employer  does not  intend  to and  shall  not
indemnify  Employee  against  any act or  omission  by him  constituting  fraud,
willful misconduct or gross negligence.

                                   COMPENSATION OF EMPLOYEE

Section 4.01.  Annual Salary.  As compensation  for the services to be performed
hereunder,  Employee  shall  receive a salary at the rate of two  hundred  forty
thousand  dollars  ($240,000) per annum,  payable not less  frequently  than the
regular payroll schedule of Employer during the Employment Term.


<PAGE>



Section 4.02. Annual Increases.  Employee shall receive such annual increases in
salary as may be determined by the Board in its sole discretion. Notwithstanding
the foregoing, Employee shall be entitled to a seven percent (7%) cost of living
increase  annually for the period through May 15, 2000, at which time the Board,
in its sole  discretion,  may change  the  amount of the  annual  cost of living
increase.

Section  4.03.  Tax  Withholding.  Employer  shall  have the  right to deduct or
withhold  from  the  compensation  due to  Employee  hereunder  any and all sums
required  for federal  income and Social  Security  taxes and all state or local
taxes now applicable or that may be enacted and become applicable in the future.

Section 4.04.  Vehicle  Allowance.  As additional  compensation to the Employee,
Employer shall pay to Employee a vehicle  allowance of one thousand five hundred
dollars ($1,500) per month during the Employment Term.

Section 4.05 Whole Life Policy.  The Company shall purchase and provide Employee
with a  $2,000,000.00  Whole  Life  Insurance  policy  on the life of  Employee,
payable to Employee's designated  beneficiaries.  Upon expiration or termination
of this Agreement,  said policy,  together with any accumulated cash value shall
become the sole and exclusive property of Employee.



<PAGE>



Section 4.06.  Intellectual Property.  Compensation to be paid by
Employer to Employee for intellectual property created by
Employee shall be governed by a separate agreement between the
Employee and Employer.

                                      EMPLOYEE BENEFITS

Section 5.01.  Annual  Vacation.  Employee shall be entitled to thirty (30) days
vacation time each year without loss of  compensation.  Accrued unused  vacation
shall accumulate from year to year up to a maximum of sixty (60) days.

Section 5.02.  Illness.  Employee shall be entitled to thirty (30) days per year
as sick leave with full pay. Sick leave may be accumulated  from year to year up
to a maximum  of one  hundred  eighty  (180)  days and may be used  only  during
periods of bona fide illness.

Section 5.03. Employee Benefits Generally.  During the Employment Term, Employee
shall be entitled to participate in and to receive benefits from all present and
future accident,  disability,  medical, dental and similar plans, pension plans,
savings  plans,  profit  sharing  plans,  stock  option  plans or other  similar
employee benefit plans available generally to all other officers or employees of
Employer.  The  amount  and extent of these  benefits,  including  employee-paid
premiums, co-payments and


<PAGE>



deductibles,  shall be  governed  by the  specific  benefit  plan,  as it may be
amended from time to time.

                                      BUSINESS EXPENSES

Section 6. Reimbursement of Business Expenses. Employer shall promptly reimburse
Employee for all reasonable business expenses incurred by Employee in connection
with the  business of  Employer.  Employee  shall  furnish to Employer  adequate
records  and  other  documentary  evidence  required  by  federal  and state tax
statutes and regulations for the  substantiation  of each such expenditure prior
to reimbursement.

                                  TERMINATION OF EMPLOYMENT

Section 7.01.  Termination for Cause.  Employer  reserves the right to terminate
this  Agreement   upon:  (a)  Employee's   willful  and  continued   failure  to
substantially  perform  his  duties  with  Employer  (other  than  such  failure
resulting from his incapacity due to physical or mental  illness) after there is
delivered  to  Employee  by  the  Board  of  Directors,  a  written  demand  for
substantial  performance  which sets forth in detail the  specific  respects  in
which the Board believes  Employee has not  substantially  performed his duties,
and giving  Employee not less than thirty (30) days to correct the  deficiencies
specified in the written demand, (b) Employee's willful engagement in gross


<PAGE>



misconduct  as  determined  by the Board which is  materially  and  demonstrably
injurious to Employer,  or (c)  Employee's  commission  of a felony or an act of
fraud against Employer or its affiliates. No act, or failure to act, by Employee
shall be  considered  "willful" if done,  or omitted to be done,  by Employee in
good faith and with the  reasonable  belief that the act or omission  was in the
best interest of Employer and/or required by applicable law. Anything  contained
in this  Section  7.01 to the contrary  notwithstanding,  Employee  shall not be
deemed to have been  terminated for cause for purposes of Sections (a) or (b) of
this Section 7.01 unless and until there shall have been delivered to Employee a
copy of a  resolution  duly  adopted  by the  affirmative  vote of not less than
seventy-five percent (75%) of the entire membership of the Board at a meeting of
the Board called and held for that purpose  (after  reasonable  notice to and an
opportunity  for  Employee,  together  with his counsel,  to be heard before the
Board), finding that in the good faith opinion of the Board, Employee was guilty
of conduct set forth in Sections (a) or (b) of this Section 7.01 and  specifying
the particulars thereof in detail.  Termination under this Section 7.01 shall be
considered "for cause" for the purposes of this Agreement.

Section 7.02.  Termination Without Cause.  This Agreement shall
terminate upon the death of Employee.  Employer reserves the
right to terminate this Agreement after three (3) continuous


<PAGE>



months of physical or mental disability  suffered by Employee that would prevent
the performance of Employee's  duties under this  Agreement.  Such a termination
shall be effected by giving thirty (30) days written  notice of  termination  to
Employee.  Notwithstanding  anything  else to the  contrary,  physical or mental
disability  shall not include periods of bona fide illness for which Employee is
entitled to sick leave pursuant to Section 5.02 of this Agreement. Other than on
death or upon the physical or mental  disability of Employee,  Employer reserves
the right at any time to terminate  this  Agreement upon sixty (60) days written
notice to Employee  which notice  shall  include a copy of the  resolution  duly
adopted by the affirmative vote of not less than  seventy-five  percent (75%) of
the entire membership of the Board at a meeting of the Board called and held for
that purpose and, in such an event, Employee shall be paid his severance benefit
hereinafter provided.

Section 7.03. Termination by Employee.  Employee may terminate this Agreement at
any time upon  sixty  (60) days  written  notice to  Employer.  Other  than upon
Employee's  termination  of this  Agreement  pursuant to Section 7.05,  Employer
shall not be obligated to pay any severance benefit if Employee  terminates this
Agreement pursuant to this Section 7.03.

Section 7.04.  Severance Benefit Upon Termination Without Cause.
Notwithstanding any other provision of this Agreement, if


<PAGE>



Employer  terminates  this Agreement  other than for cause as defined in Section
7.01,  Employer  shall pay Employee a lump sum cash  payment  equal to one years
annual salary as provided for in this Agreement, or Employee's then current rate
of compensation, whichever is greater.

Section  7.05.  Severance  Benefit Upon Change in Control.  Notwithstanding  any
other provision of this Agreement, if Employer terminates this Agreement for any
reason,  other than "for cause" pursuant to Section 7.01, within six months of a
"change of control" as hereinafter  defined,  Employer shall pay Employee a lump
sum cash  payment  equal to three years  annual  salary as provided  for in this
Agreement,  or  Employee's  then  current  rate of  compensation,  whichever  is
greater.  Notwithstanding  any other  provision of this  Agreement,  if Employee
terminates this Agreement  within six months following a "change of control," as
hereinafter  defined, as a result of Employee's  determination,  in his sole and
complete discretion,  that the policies and procedures of the Board of Directors
of Employer are unacceptable to Employee, Employer shall pay Employee a lump sum
cash payment  equal to one year of  Employee's  annual salary as provided for in
this Agreement,  or Employee's then current rate of  compensation,  whichever is
greater. For the purposes of this Section 7.04, a "change of control" shall mean
an event involving one transaction or a related series of transactions, in which
(i) the Employer issues securities equal



<PAGE>



to 51% or more of the issued and  outstanding  capital  stock of Employer to any
individual,  firm,  partnership or other entity,  including a "group" within the
meaning of Section  13(d)(3) of the  Securities  Exchange Act of 1934,  (ii) the
Employer  issues  securities  equal to 51% or more of the issued and outstanding
capital stock of Employer in connection  with a merger,  consolidation  or other
business  combination,  (iii)  the  Employer  is  acquired  in a merger or other
business  combination  transaction  in which the  Employer is not the  surviving
corporation,  or (iv)  51% or  more of the  Employers'  consolidated  assets  or
earning power are sold or transferred.

Section 7.06.  Noncompetition.  If the Employee services with the
Company are terminated pursuant to paragraph 7.01(a), in further
consideration for this Agreement, the Employee agrees that for a
period of two years following termination, Employee will not
engage, directly or indirectly, either personally or as an
employee, associate, partner, manager, agent or otherwise, or by
means of any corporation or other entity which is in competition
with the Company at the date of such termination, in any
territory within a radius of 50 miles of any city in which the
Company does business or has customers.

<PAGE>



                                      GENERAL PROVISIONS

Section 8.01.  Notices.  Any notice to be given hereunder by either party to the
other shall be in writing and may be transmitted by personal delivery, facsimile
transmission,  overnight  courier or by mail,  registered or certified,  postage
prepaid with return receipt requested.  Mailed notices shall be addressed to the
parties at the following addresses:

               EMPLOYER                     InnovaCom, Inc.
                                            3400 Garrett Drive
                                            Santa Clara, CA 95054

               EMPLOYEE                     Mark Koz
                                            18324 Purdue
                                            Saratoga, CA 95070


Any party may change the address at which  notice is to be provided by providing
a written notice to the other party specifying a new address.  Notices delivered
personally or by facsimile  transmission shall be deemed  communicated as of the
date of actual  receipt;  notices mailed shall be deemed  communicated as of the
third day after mailing.

Section 8.02.  Arbitration.  Any controversy between Employer and
Employee involving the construction or application of any of the
terms, provisions, or conditions of this Agreement shall on the
written request of either party which is served on the other be
submitted to arbitration.  Arbitration shall comply with and be

<PAGE>



governed by the provisions of the American Arbitration Association. Employer and
Employee shall each appoint one person who shall then choose a third person, all
three of which  shall  hear and  determine  the  dispute.  The  decision  of the
arbitrators shall be final and conclusive upon both parties.

Section 8.03.  Attorneys'  Fees and Costs.  If any action at law or in equity is
necessary to enforce or interpret the terms of this  Agreement,  the  prevailing
party shall be entitled  to  reasonable  attorneys'  fees,  costs and  necessary
disbursements  in  addition  to any  other  relief  to which  that  party may be
entitled.

Section 8.04.  Entire  Agreement.  This  Agreement  supersedes any and all other
agreements,  either oral or in writing,  between the parties hereto with respect
to the  employment of Employee by Employer and contains all of the covenants and
agreements  between  the  parties  with  respect  thereto.  Each  party  to this
Agreement  acknowledges  that  no  representation,   inducements,  promises,  or
agreements,  orally or otherwise,  have been made by any party, or anyone acting
on  behalf  of any  party,  which  are not  embodied  herein,  and that no other
agreement shall be valid or binding on either party.

Section 8.05.  Modification.  Any modification of this Agreement
will be effective only if it is in writing and signed by the
party to be charged.

<PAGE>



Section 8.06. Effect of Waiver.  The failure of either party to insist on strict
compliance with any of the terms, covenants, or conditions, of this Agreement by
the  other  party  shall  not be  deemed a waiver  of that  term,  covenant,  or
condition,  nor shall any waiver or  relinquishment of any right or power at any
one time or times be deemed a waiver or  relinquishment  of that  right or power
for all or any other time.

Section 8.07. Partial Invalidity.  If any provision in this Agreement is held by
a court of competent  jurisdiction to be invalid,  void, or  unenforceable,  the
remaining  provisions  shall  nevertheless  continue in full force without being
impaired or invalidated in any way.

Section 8.08.  Law Governing Agreement.  This Agreement shall be
governed by and construed in accordance with the laws of the
State of California.

Section 8.09.  Counterparts.  This Agreement may be executed in
two or more counterparts, each of which shall be an original but
all of which together shall constitute one instrument.
//
/

<PAGE>


        IN WITNESS  WHEREOF,  the Employer and Employee  have duly executed this
Employment Agreement as of the day and year first above written.
                                            EMPLOYER

                                            InnovaCom, Inc.



                                            By:    F. James Anderson
                                            Its: Director of Strategic Planning




                                            EMPLOYEE




                                            Mark C. Koz, an individual