SECOND AMENDED AND RESTATED SECURITY AGREEMENT


        THIS SECOND AMENDED AND RESTATED SECURITY AGREEMENT (the "Agreement") is
made and entered into, as of December  15th,  1998, 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 "June 29th
Security Agreement") to secure the payment and discharge of all of the Company's
obligations  under  the  Debentures  (as  defined  in  the  June  29th  Purchase
Agreement) 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 June 29th 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 June 29th  Security  Agreement  (the  "August  28th  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  Debentures  Due August 28, 2003 (the "August 28th
Debentures")  and other  Transaction  Documents  (as  defined in the August 28th
Purchase  Agreement)  would  also be  deemed to be part of the  Obligations  (as
defined in Section 2 of the June 29th  Security  Agreement) of the Company under
the June 29th Security Agreement; and

        WHEREAS, JNC and the Company have now agreed to amend and restate in its
entirety the August 28th Security  Agreement in connection  with their  entering
into a Convertible  Debenture Purchase Agreement dated as of December 15th, 1998
(the "December 15th Purchase Agreement" and together with the June 29th Purchase
Agreement and the August 28th 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 December 15, 2003 (the  "December  15th
Debentures and  collectively  with the June 29th  Debentures and the August 28th
Debentures,  the "Debentures")  and other  Transaction  Documents (as defined in
Section 2.1(a) of the December 15th Purchase  Agreement) shall also be deemed to
be part of the  Obligations  (as defined in Section 2 of the June 29th  Security
Agreement and the August 28th Security  Agreement) of the Company under the June
29th Security Agreement and the August 28th Security Agreement;


<PAGE>



        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 Agreement shall have the same
        meaning  given such terms in the  Transaction  Documents  (as defined in
        Section 2.1(a) of the December 15th 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 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 thebTransaction 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 Security 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 "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.


<PAGE>





4.      Preservation and Perfection of Security Interests.  In connection with
        the June 29th Security Agreement, the Company 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 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 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 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, and also except for that certain Writ of Attachment granted on
               or about December 8,1998 in favor of Cadence Design Systems,
               Inc., a copy of which has 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 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 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 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
               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 Agreement.



<PAGE>



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 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 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.

        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.

<PAGE>




        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  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

<PAGE>



               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.

        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  8. 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


<PAGE>



               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     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  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
          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,

<PAGE>



        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 Agreement,  and
        shall not be discharged or satisfied by any prior payment thereof and/or
        cancellation  of this  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,  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   Agreement  and  of  the  Purchase
               Agreements  all as fully and  effectually as the Company might or
               could do.


<PAGE>




        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 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
          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 of this  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 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

<PAGE>



        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  Agreement  shall  terminate  when all payments
        under any of 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 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  Agreement  or the  Obligations,  or any act,
          event, or transaction related or attendant thereto, including, without
          limitation, any and all costs and expenses incurred in the enforcement
          of this 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.




<PAGE>



     c.   Remedies Cumulative. Except as otherwise expressly provided herein, no
          remedy  conferred by any of the specific  provisions of this 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 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

                      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


<PAGE>




                      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  Agreement are for
          convenience  only and  shall not  control  or affect  the  meaning  or
          construction of any of the provisions of this Agreement.

     e.   Governing  Law. This 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  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 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
          Agreement  may be amended only by an agreement in writing  executed by
          JNC and the Company.

     g.   Severability.  In the event that any  provision  of this  Agreement is
          held to be invalid,  prohibited or  unenforceable  in any jurisdiction
          for  any  reason,  unless  such  provision  is  narrowed  by  judicial
          construction,  this  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 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  Agreement  and  without
          affecting  the  validity or  enforceability  of such  provision or the
          other provisions of this 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

<PAGE>


          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
               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  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  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  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
               the August 28th Security Agreement is amended and restated in its
               entirety hereby, and that this Agreement relates back to the date
               of the June 29th Security Agreement.


<PAGE>



        IN WITNESS  WHEREOF,  the Company  has caused  this  Second  Amended And
Restated  Security  Agreement to be duly  executed and delivered by its officers
thereunto duly authorized effective as of December 15th, 1998.

                                 INNOVACOM, INC.




                                   By:_____________________________________
                                      Frank Alioto
                                      President

Accepted and agreed, effective
as of this 15th day of December, 1998