CONVERTIBLE DEBENTURE PURCHASE AGREEMENT,  dated as of December 15, 1998
(this  "Agreement"),   between  InnovaCom,   Inc.,  a  Nevada  corporation  (the
"Company"),  and  JNC  Strategic  Fund  Ltd.,  a  Cayman  Islands  company  (the
"Purchaser").

        WHEREAS,  subject  to  the  terms  and  conditions  set  forth  in  this
Agreement,  the  Company  desires  to issue  and sell to the  Purchaser  and the
Purchaser  desires to purchase an aggregate  principal amount of $500,000 of the
Company's   7%  Secured   Convertible   Debentures,   due   December   15,  (the
"Debentures"),  which are convertible into shares of the Company's common stock,
par value $.001 per share (the "Common Stock").

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


                                           ARTICLE I
                           PURCHASE AND SALE OF DEBENTURES; CLOSING

        1.1    The Closing.

               (a) The  Closing.  (i)  Subject to the terms and  conditions  set
forth in this  Agreement,  the Company shall issue and sell to the Purchaser and
the Purchaser  shall purchase the Debentures for an aggregate  purchase price of
$500,000. The closing of the purchase and sale of the Debentures (the "Closing")
shall take place at the offices of Robinson  Silverman  Pearce Aronsohn & Berman
LLP  ("Robinson  Silverman"),  1290 Avenue of the Americas,  New York,  New York
10104. The date of the Closing is hereinafter referred to as the "Closing Date."

     (ii) At the  Closing  the  parties  shall  deliver  or  shall  cause  to be
delivered  the  following:  (A) the Company  shall  deliver (1) the  Debentures,
registered in the name of the Purchaser,  (2) a Common Stock purchase warrant in
the form of Exhibit C (the "Warrant"),  registered in the name of the Purchaser,
entitling  the  holder  thereof to  acquire,  from time to time on the terms set
forth  therein,  up to  125,000  shares of Common  Stock for an  exercise  price
(subject to adjustment as set forth therein) of $.50 per share,  (3) an executed
Amendment (as defined in Section 3.15), and (4) all other executed  instruments,
agreements  and  certificates  as are required to be delivered by the Company at
the Closing,  including,  without  limitation,  an executed  Registration Rights
Agreement,  dated as of the Closing Date,  between the Purchaser and the Company
in the form of  Exhibit B (the  "Registration  Rights  Agreement");  and (B) the
Purchaser  shall deliver (1) $500,000 by wire transfer of immediately  available
funds to an account  designated in writing by the Company for such purpose prior
to  the  Closing,  and  (2)  all  other  executed  instruments,  agreements  and
certificates  as are required to be  delivered by the  Purchaser at the Closing,
including without limitation,  an executed  Registration Rights Agreement and an
executed Amendment.


<PAGE>



     1.2  Form of Debentures.  The Debentures shall be in the form of Exhibit A.
          For purposes of this Agreement,  "Conversion  Price,"  "Original Issue
          Date,"  "Conversion  Date"  "Trading Day" and "Per Share Market Value"
          shall have the meanings set forth in the Debentures; "Market Price" as
          at any date shall mean the average Per Share Market Value for the five
          (5) Trading Days immediately preceding such date. "Business Day" shall
          mean any day  except  Saturday,  Sunday  and any day which  shall be a
          federal legal holiday or a day on which  banking  institutions  in the
          State  of New  York  are  authorized  or  required  by  law  or  other
          governmental action to close.
                                          ARTICLE II
                                REPRESENTATIONS AND WARRANTIES

     2.1  Representations, Warranties and Agreements of the Company. The Company
          hereby  makes the  following  representations  and  warranties  to the
          Purchaser:
     (a)  Organization  and  Qualification.  The Company is a corporation,  duly
incorporated,  validly  existing  and in good  standing  under  the  laws of the
Nevada,  with the  requisite  corporate  power and  authority to own and use its
properties and assets and to carry on its business as currently  conducted.  The
Company has no subsidiaries  other than as set forth in Schedule 2.1(a) attached
hereto  (collectively,  the  "Subsidiaries").  Each  of  the  Subsidiaries  is a
corporation, duly incorporated,  validly existing and in good standing under the
laws of the jurisdiction of its incorporation, with the full power and authority
to own and use its  properties  and  assets  and to  carry  on its  business  as
currently conducted.  Each of the Company and the Subsidiaries is duly qualified
to do  business  and is in  good  standing  as a  foreign  corporation  in  each
jurisdiction in which the nature of the business  conducted or property owned by
it makes  such  qualification  necessary,  except  where  the  failure  to be so
qualified or in good standing, as the case may be, could not, individually or in
the aggregate, (x) adversely affect the legality,  validity or enforceability of
this Agreement, the Debentures,  the Warrant, the Security Agreement (as defined
in  Section  3.15)  or the  Registration  Rights  Agreement  (collectively,  the
"Transaction  Documents"),  (y) have a material adverse effect on the results of
operations,  assets,  prospects,  or condition  (financial  or otherwise) of the
Company and the  Subsidiaries,  taken as a whole,  or (z)  adversely  impair the
Company's  ability to perform fully on a timely basis its obligations  under any
Transaction Document (any of the foregoing, a "Material Adverse Effect").

     (b)  Authorization;  Enforcement.  The Company has the requisite  corporate
power  and  authority  to  enter  into  and  to  consummate   the   transactions
contemplated  by the  Transaction  Documents  and  otherwise  to  carry  out its
obligations  thereunder.  The execution and delivery of each of the  Transaction
Documents  by  the  Company  and  the  consummation  by it of  the  transactions
contemplated  thereby have been duly  authorized by all necessary  action on the
part of the Company. Each of the Transaction Documents has been duly executed by
the  Company and when  delivered  in  accordance  with the terms  thereof  shall
constitute the legal,  valid and binding  obligation of the Company  enforceable
against the Company in accordance with its terms,  except as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation or similar laws relating to, or affecting  generally the enforcement
of, creditors'  rights and remedies or by other equitable  principles of general
application. Neither the Company nor any

<PAGE>



Subsidiary is in violation of any of the provisions of its  respective  articles
of incorporation, by-laws or other charter documents.

     (c) Capitalization. The authorized, issued and outstanding capital stock of
the  Company  is set forth in  Schedule  2.1(c).  No shares of Common  Stock are
entitled to preemptive or similar rights,  nor is any holder of the Common Stock
entitled  to  preemptive  or similar  rights  arising  out of any  agreement  or
understanding  with the Company by virtue of any of the  Transaction  Documents.
Except as  disclosed  in  Schedule  2.1(c),  there are no  outstanding  options,
warrants,  script rights to subscribe to, calls or  commitments of any character
whatsoever  relating to, or,  except as a result of the purchase and sale of the
Debentures and Warrant hereunder,  securities, rights or obligations convertible
into or  exchangeable  for, or giving any Person any right to  subscribe  for or
acquire any shares of Common Stock, or contracts,  commitments,  understandings,
or arrangements by which the Company or any Subsidiary is or may become bound to
issue additional shares of Common Stock, or securities or rights  convertible or
exchangeable  into shares of Common  Stock.  To the  knowledge  of the  Company,
except as  specifically  disclosed in the SEC  Documents  (as defined  below) or
Schedule 2.1(c),  no Person (as defined below)  beneficially owns (as determined
pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as
amended (the  "Exchange  Act")) or has the right to acquire by agreement with or
by obligation binding upon the Company,  beneficial ownership of in excess of 5%
of the Common Stock.  There are no agreements  or  arrangements  under which the
Company or any  Subsidiary is obligated to register the sale or resale of any of
their  securities  under the Securities Act (other than as  contemplated  in the
Registration  Rights Agreement).  A "Person" means an individual or corporation,
partnership,  trust, incorporated or unincorporated association,  joint venture,
limited  liability  company,  joint stock  company,  government (or an agency or
subdivision thereof) or other entity of any kind.
     (d) Issuance of Debentures and Warrant.  The Debentures and the Warrant are
duly authorized,  and, when issued in accordance with the terms hereof, shall be
validly  issued,  fully  paid and  nonassessable,  free and clear of all  liens,
encumbrances and rights of first refusals of any kind  (collectively,  "Liens").
Subject to the compliance by the Company to amend its articles of  incorporation
to  increase  the number of  authorized  and  available  shares of Common  Stock
pursuant to Section  3.5(a)  hereof,  the Company has and at all times while the
Debentures and the Warrant are outstanding  will maintain an adequate reserve of
duly  authorized  shares of Common Stock to enable it to perform its conversion,
exercise  and other  obligations  under  this  Agreement,  the  Warrant  and the
Debentures and in no  circumstances  shall such reserved and available shares of
Common  Stock be less  than the sum of (i) two  times  the  number  of shares of
Common Stock as would be issuable  upon  conversion  in full of the  Debentures,
assuming such  conversion were effected on the Original Issue Date or the Filing
Date (as defined in the Registration Rights Agreement), whichever yields a lower
Conversion  Price,  (ii) the number of shares of Common Stock as are issuable as
payment of interest on the Debentures,  and (iii) the number of shares of Common
Stock as are issuable upon exercise in full of the Warrant. The shares of Common
Stock  issuable  upon  conversion of the  Debentures,  as payment of interest in
respect  thereof and upon  exercise of the  Warrant  are  sometimes  referred to
herein as the "Underlying  Shares," and the  Debentures,  Warrant and Underlying
Shares are,  collectively,  the  "Securities."  Subject to the compliance by the
Company  to amend its  articles  of  incorporation  to  increase  the  number of
authorized  and  available  shares of Common  Stock  pursuant to Section  3.5(a)
hereof, when issued in accordance with the terms of the Debentures and


<PAGE>



the Warrant,  the Underlying  Shares will be duly  authorized,  validly  issued,
fully paid and nonassessable, free and clear of all Liens.

     (e)  No  Conflicts.   The  execution,   delivery  and  performance  of  the
Transaction  Documents by the Company and the consummation by the Company of the
transactions  contemplated  thereby  do not  and  will  not (i)  subject  to the
compliance by the Company to amend its articles of incorporation to increase the
number of authorized  and available  shares of Common Stock  pursuant to Section
3.5(a) hereof,  conflict with or violate any provision of the Company's articles
of incorporation, bylaws or other charter documents (each as amended through the
date hereof) or (ii) subject to obtaining the Required Approvals, conflict with,
or  constitute a default (or an event which with notice or lapse of time or both
would  become a default)  under,  or give to others  any rights of  termination,
amendment,   acceleration  or  cancellation  of,  any  agreement,  indenture  or
instrument  (evidencing  a Company debt or  otherwise) to which the Company is a
party or by which any property or asset of the Company is bound or affected,  or
(iii)  result in a violation  of any law,  rule,  regulation,  order,  judgment,
injunction,  decree or other restriction of any court or governmental  authority
to which the Company is subject (including federal and state securities laws and
regulations),  or by which  any  property  or asset of the  Company  is bound or
affected,  except in the case of each of clauses  (ii) and (iii),  as could not,
individually or in the aggregate,  have or result in a Material  Adverse Effect.
The  business of the Company is not being  conducted  in  violation  of any law,
ordinance or regulation of any  governmental  authority,  except for  violations
which, individually or in the aggregate, do not have a Material Adverse Effect.

     (f) Consents and Approvals.  Except as  specifically  set forth in Schedule
2.1(f),  neither  the  Company  nor any  Subsidiary  is  required  to obtain any
consent,  waiver,  authorization or order of, or make any filing or registration
with, any court or other federal,  state, local or other governmental  authority
or other Person in connection  with the execution,  delivery and  performance by
the  Company  of the  Transaction  Documents  other  than  (i) the  filing  of a
registration  statement  covering  the  resale of the  Underlying  Shares by the
Purchaser  (the  "Underlying  Securities   Registration   Statement")  with  the
Securities and Exchange Commission (the  "Commission"),  which shall be filed in
the  time  period  set  forth in the  Registration  Rights  Agreement,  (ii) the
application  for the listing of the  Underlying  Shares on or with any  national
securities  exchange,  market or  quotation  system on which the Common Stock is
hereafter listed for trading,  (iii) blue sky securities filings as contemplated
by the  Registration  Rights  Agreement,  (iv) the  filing  of a Form D with the
Commission, (v) the filings necessary to satisfy the Company's obligations under
Section  3.5(a),  and (vi) other than, in all other cases,  where the failure to
obtain such consent,  waiver,  authorization  or order,  or to give or make such
notice or filing, could not have or result in, individually or in the aggregate,
a Material Adverse Effect (together with the consents, waivers,  authorizations,
orders,  notices and  filings  referred to in  Schedule  2.1(f),  the  "Required
Approvals").

     (g) Litigation;  Proceedings.  Except as specified in Schedule 2.1(g) or as
specifically  disclosed in the Disclosure  Materials (as  hereinafter  defined),
there is no action,  suit,  notice of  violation,  proceeding  or  investigation
pending  or,  to the  best  knowledge  of the  Company,  threatened  against  or
affecting  the  Company or any of its  Subsidiaries  or any of their  respective
properties  before or by any court,  governmental  or  administrative  agency or
regulatory  authority  (Federal,  state,  county,  local or  foreign)  which (i)
adversely affects or challenges the legality, validity

<PAGE>



or enforceability of any of the Transaction  Documents or the Securities or (ii)
could,  individually or in the aggregate,  have or result in a Material  Adverse
Effect.

     (h) No Default or Violation.  Neither the Company nor any Subsidiary (i) is
in default  under or in violation  of (and no event has  occurred  which has not
been  waived  which,  with  notice or lapse of time or both,  would  result in a
default by the  Company or any  Subsidiary  under),  nor has the  Company or any
Subsidiary  received notice of a claim that it is in default under or that it is
in violation of, any indenture,  loan or credit agreement or any other agreement
or instrument to which it is a party or by which it or any of its  properties is
bound,  (ii)  is  in  violation  of  any  order  of  any  court,  arbitrator  or
governmental  body, or (iii) is in violation of any statute,  rule or regulation
of any  governmental  authority,  except  as could  not  individually  or in the
aggregate,  have or result  in,  individually  or in the  aggregate,  a Material
Adverse Effect.

     (i) Private  Offering.  Assuming  the accuracy of the  representations  and
warranties of the Purchaser  set forth in Section  2.2(b)-(f),  the issuance and
sale of the Securities to the Purchaser as  contemplated  hereby are exempt from
the registration requirements of the Securities Act. Neither the Company nor any
Person  acting  on its  behalf  has taken or will take any  action  which  might
subject the offering,  issuance or sale of the  Securities  to the  registration
requirements of the Securities Act.

     (j) SEC Documents.  Except as set forth in Schedule 2.1(j), the Company has
filed all reports  required to be filed by it under the Exchange Act,  including
pursuant  to Section  13(a) or 15(d)  thereof  (the  foregoing  materials  being
collectively  referred to herein as the "SEC Documents"  and,  together with the
Schedules  to this  Agreement  furnished  by or on  behalf of the  Company,  the
"Disclosure  Materials") on a timely basis, or has received a valid extension of
such time of filing and has filed any such SEC Documents prior to the expiration
of any such extension.  As of their respective dates, the SEC Documents complied
in all material  respects with the  requirements  of the  Securities Act and the
Exchange  Act  and the  rules  and  regulations  of the  Commission  promulgated
thereunder,  and none of the SEC  Documents,  when filed,  contained  any untrue
statement of a material  fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the  circumstances  under which they were made,  not  misleading.  All  material
agreements to which the Company is a party or by which the property or assets of
the  Company is subject  have been filed as  exhibits  to the SEC  Documents  as
required;  the Company is not in breach of any such agreement  where such breach
may have or result in a Material Adverse Effect. The financial statements of the
Company  included in the SEC  Documents  comply in all  material  respects  with
applicable  accounting  requirements  and the published rules and regulations of
the  Commission  with respect  thereto as in effect at the time of filing.  Such
financial  statements have been prepared in accordance  with generally  accepted
accounting principles as in effect at the time of filing applied on a consistent
basis during the periods involved,  except as may be otherwise indicated in such
financial  statements or the notes  thereto,  and fairly present in all material
respects the  financial  position of the Company as of and for the dates thereof
and the  results  of  operations  and cash  flows for the  periods  then  ended,
subject,  in  the  case  of  unaudited  statements,  to  normal  year-end  audit
adjustments.  Since  the  date  of  the  financial  statements  included  in the
Company's  Registration  Statement  on Form SB-2 (SEC File No.  333- 45875) (the
"Registration  Statement"),  there has been no event,  occurrence or development
that has


<PAGE>



had a Material  Adverse  Effect  which has not been  specifically  disclosed  in
writing  to the  Purchaser  by the  Company.  The  Company  last  filed  audited
financial statements with the Commission in the Registration Statement,  and has
not received any comments from the Commission in respect thereof.

     (k) Investment  Company.  The Company is not, and is not an Affiliate of an
"investment  company" within the meaning of the Investment  Company Act of 1940,
as amended.

     (l) Certain  Fees.  Except for  warrants  to be issued to Cardinal  Capital
Management,  Inc. and Elizabeth Hagopian, no fees or commissions will be payable
by the Company to any broker, financial advisor,  finder,  investment banker, or
bank with respect to the transactions  contemplated  hereby. The Purchaser shall
have no obligation  with respect to such fees or with respect to any claims made
by or on behalf of other Persons for fees of a type contemplated in this Section
that may be due in connection with the  transactions  contemplated  hereby.  The
Company  shall  indemnify  and  hold  harmless  the  Purchaser,  its  respective
employees,  officers,  directors,  agents,  and partners,  and their  respective
Affiliates  (as such  term is  defined  under  Rule 405  promulgated  under  the
Securities Act), from and against all claims, losses,  damages, costs (including
the costs of preparation and attorney's  fees) and expenses  suffered in respect
of any such claimed or existing fees.

     (m)  Solicitation  Materials.  The  Company  has  not (i)  distributed  any
offering  materials in connection  with the offering and sale of the  Securities
other than the Disclosure  Materials and any amendments and supplements  thereto
or (ii)  solicited any offer to buy or sell the  Securities by means of any form
of general solicitation or advertising.

     (n)  Exclusivity.  The Company  shall not issue and sell  Debentures to any
Person other than the Purchaser.

     (o) Listing and Maintenance Requirements Compliance. The Company has not in
the two years preceding the date hereof  received  written notice from any stock
exchange,  market or trading  facility on which the Common  Stock is or has been
listed or quoted to the effect  that the Company is not in  compliance  with the
listing,  maintenance or other requirements of such exchange, market, trading or
quotation facility. The Company has no reason to believe that it does not now or
will not in the future meet any such requirements.

     (p) Patents and  Trademarks.  The  Company  has, or has rights to use,  all
patents, patent applications, trademarks, trademark applications, service marks,
trade names,  copyrights,  licenses and rights  which are  necessary  for use in
connection  with its  business  and which the  failure  to so have  would have a
Material Adverse Effect (collectively,  the "Intellectual  Property Rights"). To
the best knowledge of the Company,  there is no existing  infringement of any of
the Intellectual Property Rights.

     (r) Disclosure.  All information  relating to or concerning the Company set
forth  in  the  Transaction  Documents  or  provided  to  the  Purchaser  or its
representatives  and counsel in connection  with the  transactions  contemplated
hereby is true and correct in all  material  respects and does not fail to state
any material fact necessary in order to make the  statements  herein or therein,
in light of the circumstances under which they were made, not misleading.

<PAGE>



The Company  confirms  that it has not  provided to the  Purchaser or any of its
agents or counsel any information that constitutes or might constitute  material
nonpublic  information.  The Company understands and confirms that the Purchaser
shall be relying on the foregoing  representation  in effecting  transactions in
securities of the Company.

        2.2  Representations  and  Warranties  of the  Purchaser.  The Purchaser
hereby makes the following representations and warranties to the Company.

               (a)   Organization;   Authority.   The  Purchaser  is  an  entity
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction of its organization with the requisite power and authority to enter
into  and  to  consummate  the  transactions  contemplated  by  the  Transaction
Documents and to carry out its  obligations  thereunder.  The acquisition of the
Securities to be acquired hereunder by the Purchaser has been duly authorized by
all necessary  action on the part of the  Purchaser.  Each of this Agreement and
the  Registration  Rights  Agreement has been duly executed and delivered by the
Purchaser  and  constitutes  the valid and  legally  binding  obligation  of the
Purchaser,  enforceable  against it in  accordance  with its  terms,  subject to
bankruptcy,  insolvency,  fraudulent  transfer,  reorganization,  moratorium and
similar laws of general applicability relating to or affecting creditors' rights
generally and to general principles of equity.

               (b) Investment  Intent. The Purchaser is acquiring the Securities
to be acquired  hereunder by the  Purchaser  for its own account for  investment
purposes  only  and not with a view to or for  distributing  or  reselling  such
Securities or any part thereof or interest therein, without prejudice,  however,
to the  Purchaser's  right,  subject to the provisions of this Agreement and the
Registration Rights Agreement,  at all times to sell or otherwise dispose of all
or any part of such Securities pursuant to an effective  registration  statement
under the Securities Act and in compliance with applicable state securities laws
or under an exemption from such registration.

               (c) Purchaser  Status.  At the time the Purchaser was offered the
Securities,  it was, at the date hereof, it is, and at the Closing Date, it will
be, an "accredited investor" as defined in Rule 501(a) under the Securities Act.

               (d)  Experience  of  Purchaser.  The  Purchaser  either  alone or
together  with its  representatives,  has  such  knowledge,  sophistication  and
experience in business and  financial  matters so as to be capable of evaluating
the merits and risks of the prospective investment in the Securities, and has so
evaluated the merits and risks of such investment.

               (e)  Ability  of  Purchaser  to  Bear  Risk  of  Investment.  The
Purchaser  acknowledges  that the Securities  are  speculative  investments  and
involve a high  degree of risk and the  Purchaser  is able to bear the  economic
risk of an  investment  in the  Securities  and, at the present time, is able to
afford a complete loss of such investment.

               (f) Access to Information.  The Purchaser acknowledges receipt of
the Disclosure  Materials and further acknowledges that it has been afforded (i)
the  opportunity  to ask such  questions as it has deemed  necessary  of, and to
receive answers from,  representatives  of the Company  concerning the terms and
conditions of the offering of the Securities, and the merits and risks of


<PAGE>



investing in the  Securities,  (ii) access to information  about the Company and
the Company's financial condition, results of operations,  business, properties,
management and prospects sufficient to enable it to evaluate its investment, and
(iii) the  opportunity to obtain such additional  information  which the Company
possesses  or can  acquire  without  unreasonable  effort  or  expense  that  is
necessary to make an informed investment decision with respect to the investment
and to verify the accuracy and completeness of the information  contained in the
Disclosure  Materials.  Neither  such  inquiries  nor  any  other  investigation
conducted  by or on behalf of the  Purchaser or its  representatives  or counsel
shall  modify,  amend or  affect  the  Purchaser's  right to rely on the  truth,
accuracy  and  completeness  of  the  Disclosure  Materials  and  the  Company's
representations and warranties contained in the Transaction Documents.

               (g) Reliance. The Purchaser understands and acknowledges that (i)
the  Securities  to be acquired by it hereunder are being offered and sold to it
without  registration  under the Securities  Act in a private  placement that is
exempt  from the  registration  provisions  of the  Securities  Act and (ii) the
availability  of such  exemption,  depends in part on, and the Company will rely
upon the accuracy and  truthfulness of, the foregoing  representations  and such
Purchaser hereby consents to such reliance.

               The Company  acknowledges  and agrees that the Purchaser makes no
representations  or  warranties  with respect to the  transactions  contemplated
hereby other than those specifically set forth in this Section 2.2.


                                          ARTICLE III
                                OTHER AGREEMENTS OF THE PARTIES

        3.1  Transfer  Restrictions.  (a)  Securities  may only be  disposed  of
pursuant to an effective registration statement under the Securities Act, to the
Company or pursuant  to an  available  exemption  from or in a  transaction  not
subject  to the  registration  requirements  thereof.  In  connection  with  any
transfer of any  Securities  other than  pursuant to an  effective  registration
statement or to the Company,  the Company may require the transferor  thereof to
provide to the  Company an opinion of counsel  selected by the  transferor,  the
form and  substance of which opinion  shall be  reasonably  satisfactory  to the
Company,  to the effect that such transfer does not require  registration  under
the Securities Act.  Notwithstanding the foregoing,  the Company hereby consents
to and agrees to register any  transfer by the  Purchaser to an Affiliate of the
Purchaser or to a fund under common investment management with the Purchaser, or
any transfers  among any such  Affiliates or funds  provided that the transferee
certifies to the Company that it is an "accredited  investor" as defined in Rule
501(a) under the Securities Act. The Purchaser or Affiliate or other  transferee
shall have the rights of the Purchaser under this Agreement and the Registration
Rights Agreement.

               (b)  The  Purchaser  agrees  to the  imprinting,  so  long  as is
required by this Section 3.1(b), of the following legend on the Securities:

               NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE
        SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE BEEN REGISTERED


<PAGE>



        WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
        OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM  REGISTRATION  UNDER THE
        SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE  "SECURITIES  ACT"),  AND,
        ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
        REGISTRATION  STATEMENT  UNDER  THE  SECURITIES  ACT OR  PURSUANT  TO AN
        AVAILABLE  EXEMPTION  FROM,  OR IN A  TRANSACTION  NOT  SUBJECT  TO, THE
        REGISTRATION  REQUIREMENTS  OF THE SECURITIES ACT AND IN ACCORDANCE WITH
        APPLICABLE STATE SECURITIES LAWS.

        Underlying  Shares  shall not contain the legend set forth above (or any
other legend) if the conversion of Debentures,  exercise of the Warrant or other
issuances  of  Underlying  Shares as  contemplated  hereby,  as the case may be,
occurs at any time while an  Underlying  Securities  Registration  Statement  is
effective  under the  Securities  Act or, in the event there is not an effective
Underlying Securities  Registration Statement at such time, if in the opinion of
counsel to the Company such legend is not required under applicable requirements
of the Securities Act (including  judicial  interpretations  and  pronouncements
issued by the staff of the Commission). In the event the legend referenced above
is required  pursuant to this Section 3.1(b) at the time of the initial issuance
of Underlying  Shares,  the Company  agrees that it will provide the  Purchaser,
upon request, with a certificate or certificates representing Underlying Shares,
free  from  such  legend  at such  time as such  legend  is no  longer  required
hereunder.  The  Company  may not  make  any  notation  on its  records  or give
instructions to any transfer agent of the Company which enlarge the restrictions
of transfer set forth in this Section 3.1(b).

        3.2  Acknowledgment  of  Dilution.  The  Company  acknowledges  that the
issuance of  Underlying  Shares upon (i)  conversion  of the  Debentures  and as
payment of  interest  thereon  and (ii)  exercise  of the  Warrant may result in
dilution  of the  outstanding  shares of Common  Stock,  which  dilution  may be
substantial under certain market  conditions.  The Company further  acknowledges
that its obligation to issue Underlying Shares in accordance with the Debentures
and the Warrant is  unconditional  and absolute  regardless of the effect of any
such dilution.

        3.3 Furnishing of Information. As long as the Purchaser owns Securities,
the Company  covenants to timely file (or obtain  extensions in respect  thereof
and file within the applicable grace period) all reports required to be filed by
the  Company  after the date hereof  pursuant  to Section  13(a) or 15(d) of the
Exchange Act. If at any time prior to the date on which the Purchaser may resell
all of their  Underlying  Shares  without volume  restrictions  pursuant to Rule
144(k)  promulgated  under the  Securities  Act (as determined by counsel to the
Company  pursuant to a written  opinion  letter to such  effect,  addressed  and
acceptable to the Company's transfer agent for the benefit of and enforceable by
the  Purchaser)  the Company is not  required to file  reports  pursuant to such
sections,  it will  prepare  and  furnish  to the  Purchaser  and make  publicly
available in accordance  with Rule 144(c)  promulgated  under the Securities Act
annual and  quarterly  financial  statements,  together  with a  discussion  and
analysis  of such  financial  statements  in form  and  substance  substantially
similar to those that would  otherwise  be  required  to be  included in reports
required by Section  13(a) or 15(d) of the  Exchange Act in the time period that
such filings  would have been required to have been made under the Exchange Act.
The Company further covenants that it will take such further action as any


<PAGE>



holder of Securities may  reasonably  request,  all to the extent  required from
time to time to enable such Person to sell Securities without registration under
the Securities Act within the limitation of the exemptions  provided by Rule 144
promulgated  under the Securities  Act,  including the legal opinion  referenced
above in this  Section.  Upon the request of any such Person,  the Company shall
deliver to such Person a written  certification of a duly authorized  officer as
to whether it has complied with such requirements.

        3.4 Integration. The Company shall not and shall use its best efforts to
ensure that no Affiliate shall sell,  offer for sale or solicit offers to buy or
otherwise  negotiate  in respect of any security (as defined in Section 2 of the
Securities  Act)  that  would  be  integrated  with  the  offer  or  sale of the
Securities in a manner that would require the registration  under the Securities
Act of the issue or sale of the Securities to the Purchaser.

        3.5  Increase in  Authorized  Shares.  (a) The Company  shall as soon as
possible  and, in any event no later than 90 days  following  the Closing  Date,
amend  its  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.

               (b) At  such  time  as the  Company  would  be,  if a  notice  of
conversion  or exercise  (as the case may be) were to be delivered on such date,
precluded  from  (a)  converting  the  full  outstanding   principal  amount  of
Debentures  (and paying any accrued  but unpaid  interest in respect  thereof in
shares of Common Stock) that remain unconverted at such date or (b) honoring the
exercise in full of the Warrant due to the unavailability of a sufficient number
of shares of authorized but unissued or re-acquired  Common Stock,  the Board of
Directors of the Company shall promptly (and in any case within 30 Business Days
from such  date)  prepare  and mail to the  shareholders  of the  Company  proxy
materials  requesting  authorization to amend the Company's restated certificate
of  incorporation  to  increase  the number of shares of Common  Stock which the
Company is  authorized  to issue to at least such number of shares as reasonably
requested by the Purchaser in order to provide for such number of authorized and
unissued  shares  of Common  Stock to  enable  the  Company  to comply  with its
conversion,  exercise and reservation of shares obligations as set forth in this
Agreement, the Debentures and the Warrant. In connection therewith, the Board of
Directors  shall (a) adopt proper  resolutions  authorizing  such increase,  (b)
recommend  to and  otherwise  use its best  efforts to promptly  and duly obtain
stockholder  approval to carry out such  resolutions (and hold a special meeting
of the  shareholders  no later  than the 60th day  after  delivery  of the proxy
materials  relating to such meeting) and (c) within 5 Business Days of obtaining
such shareholder  authorization,  file an appropriate amendment to the Company's
certificate of incorporation to evidence such increase.

        3.6 Listing of Underlying  Shares. The Company will use its best efforts
to list the Common  Stock for  trading on the Nasdaq  SmallCap  Market or Nasdaq
National  Market as soon as  possible  after the  Closing  Date.  The  Purchaser
understands  that the  Company  does not  currently  meet the  requirements  for
initial  listing of the Common Stock on either the Nasdaq National Market or the
Nasdaq SmallCap  Market.  If the Common Stock hereafter is listed for trading on
the Nasdaq National Market,  Nasdaq SmallCap Market,  American Stock Exchange or
New York Stock  Exchange  (each, a "Subsequent  Market"),  or any other national
securities market or exchange), then


<PAGE>



the Company shall (1) take all  necessary  steps to list the  Underlying  Shares
thereon,   including  the  preparation  of  any  required   additional   listing
applications  therefor  covering at least the sum of (i) two times the number of
Underlying  Shares as would be issuable  upon a  conversion  in full of the then
outstanding  principal  amount of  Debentures  (plus all  Underlying  Shares are
issuable as payment of interest thereon, assuming all such interest were paid in
shares  of  Common  Stock)  and upon  exercise  in full of the then  unexercised
portion  of the  Warrant  and (2)  provide  to the  Purchaser  evidence  of such
listing,  and the Company  shall  thereafter  maintain the listing of its Common
Stock on such exchange or market as long as Underling Shares are issuable and/or
outstanding.

        3.7 Conversion Procedures.  The Conversion Notice (as defined in Exhibit
A) and  Notice of  Exercise  under the  Warrant  set forth the  totality  of the
procedures  with respect to the conversion of the Debentures and exercise of the
Warrant,  as may be  reasonably  necessary  to enable the  Purchaser  to convert
Debentures and exercise the Warrant as contemplated therein.

        3.8  Purchaser's  Rights if  Trading  in Common  Stock is  Suspended  or
Delisted.  If at any time while the Purchaser (or any assignee thereof) owns any
Securities,  the Common Stock is not Actively  Traded (as defined  herein) then,
notwithstanding  anything to the contrary contained in any Transaction Document,
at the  Purchaser's  option  exercisable by written  notice to the Company,  the
Company shall repay the entire principal  amount of then outstanding  Debentures
(and all accrued and unpaid  interest  thereon) and redeem all then  outstanding
Underlying  Shares then held by the  Purchaser,  at an aggregate  purchase price
equal to the sum of (I) the aggregate outstanding principal amount of Debentures
then held by the Purchaser  divided by the Conversion Price on (a) the day prior
to the date of such  suspension or delisting,  (b) the day of such notice or (c)
the date of  payment  in full of the  repurchase  price  calculated  under  this
Section, whichever is less, and multiplied by the Market Price preceding (x) the
day  prior  to the date of such  suspension  or  delisting,  (y) the day of such
notice and (z) the date of payment in full of the  repurchase  price  calculated
under this Section,  whichever is greater, (II) the aggregate of all accrued but
unpaid interest and other non-principal  amounts (including  liquidated damages,
if any) then payable in respect of all Debentures to be repaid, (III) the number
of Underlying  Shares then held by the Purchaser  multiplied by the Market Price
immediately  preceding  (x) the day  prior  to the  date of such  suspension  or
delisting,  (y) the date of the notice or (z) the date of payment in full by the
Company of the  repurchase  price  calculated  under this Section,  whichever is
greater,  and (IV)  interest on the amounts set forth in I - III above  accruing
from the 5th day after such notice until the repurchase price under this Section
is paid in full at the rate of 15% per annum. As used herein,  "Actively Traded"
shall mean that (a) the average  value of the shares of Common  Stock  traded on
the OTC Bulletin Board in each week,  measured over a four (4) week period, on a
rolling  basis,  equals or exceeds  $50,000  and (b) there are no fewer than ten
(10) market makers actively making a market in the Common Stock.

        3.9 Use of Proceeds.  The Company shall use all of the net proceeds from
the sale of the Securities for working  capital and general  corporate  purposes
and not for the satisfaction of any Company debt or to redeem Company any equity
or  equity-equivalent  securities.  Pending  application of the proceeds of this
placement in the manner  permitted  hereby the Company will invest such proceeds
in interest  bearing  accounts  and/or  short-term,  investment  grade  interest
bearing securities.




<PAGE>



        3.10 Notice of  Breaches.  Each of the Company and the  Purchaser  shall
give  prompt   written  notice  to  the  other  of  any  breach  by  it  of  any
representation,  warranty  or  other  agreement  contained  in  any  Transaction
Document,  as well as any events or  occurrences  arising after the date hereof,
which  would  reasonably  be likely to cause any  representation  or warranty or
other agreement of such party, as the case may be,  contained in the Transaction
Document to be  incorrect  or  breached as of such  Closing  Date.  However,  no
disclosure by either party  pursuant to this Section shall be deemed to cure any
breach of any  representation,  warranty  or other  agreement  contained  in any
Transaction Document.

        Notwithstanding  the  generality  of the  foregoing,  the Company  shall
promptly  notify the Purchaser of any notice or claim  (written or oral) that it
receives from any lender of the Company to the effect that the  consummation  of
the  transactions  contemplated by the Transaction  Documents  violates or would
violate any  written  agreement  or  understanding  between  such lender and the
Company,  and the Company shall promptly  furnish by facsimile to the holders of
the Debentures a copy of any written statement in support of or relating to such
claim or notice.

        3.11  Conversion and Exercise  Obligations  of the Company.  The Company
shall honor conversions of the Debentures and exercises of the Warrant and shall
deliver Underlying Shares in accordance with the respective terms and conditions
and time periods set forth in the Debentures and the Warrant.

        3.12 Right of First Refusal; Subsequent Registrations; Certain Corporate
Actions.  (a) The Company shall not,  directly or indirectly,  without the prior
written consent of Encore Capital Management,  L.L.C.  ("Encore"),  offer, sell,
grant any option to purchase,  or  otherwise  dispose of (or announce any offer,
sale,  grant or any option to purchase or other  disposition)  any of its or its
Affiliates'  equity  or  equity-equivalent  securities  or any  instrument  that
permits the holder  thereof to acquire Common Stock at any time over the life of
the security or  investment at a price that is less than the market price of the
Common  Stock  at the  time  of  issuance  of such  security  or  investment  (a
"Subsequent Financing") for a period of 180 days after the later to occur of the
second  Subsequent  Closing Date or the tenth (10th) day after the date that the
Company is precluded  hereunder  from  delivering a Subsequent  Closing  Notice,
except (i) the  granting  of options or  warrants  to  employees,  officers  and
directors,  and the issuance of shares upon exercise of options  granted,  under
any stock option plan  heretofore  or  hereinafter  duly adopted by the Company,
(ii) shares issued upon exercise of any currently  outstanding warrants and upon
conversion of any currently outstanding convertible preferred stock in each case
disclosed  in Schedule  2.1(c),  and (iii)  shares of Common  Stock  issued upon
conversion of Debentures,  as payment of interest  thereon,  or upon exercise of
the Warrant in accordance with their  respective  terms,  unless (A) the Company
delivers to Encore a written notice (the "Subsequent  Financing  Notice") of its
intention to effect such Subsequent Financing, which Subsequent Financing Notice
shall  describe  in  reasonable  detail the  proposed  terms of such  Subsequent
Financing,  the amount of proceeds intended to be raised thereunder,  the Person
with whom such  Subsequent  Financing  shall be affected,  and attached to which
shall be a term sheet or similar document  relating thereto and (B) Encore shall
not have  notified  the  Company by 5:00 p.m.  (New York City time) on the tenth
(10th) Trading Day after its receipt of the Subsequent  Financing  Notice of its
willingness  to cause the Purchaser to provide (or to cause its sole designee to
provide), subject to completion of mutually acceptable documentation,  financing
to the Company on

<PAGE>



substantially the terms set forth in the Subsequent  Financing Notice. If Encore
shall  fail  to  notify  the  Company  of  its  intention  to  enter  into  such
negotiations  within such time  period,  the  Company may effect the  Subsequent
Financing substantially upon the terms and to the Persons (or Affiliates of such
Persons)  set  forth in the  Subsequent  Financing  Notice;  provided,  that the
Company shall provide  Encore with a second  Subsequent  Financing  Notice,  and
Encore  shall  again  have the right of first  refusal  set forth  above in this
paragraph (a), if the  Subsequent  Financing  subject to the initial  Subsequent
Financing Notice shall not have been consummated for any reason on the terms set
forth in such Subsequent  Financing Notice within thirty (30) Trading Days after
the date of the  initial  Subsequent  Financing  Notice  with the  Person (or an
Affiliate of such Person) identified in the Subsequent Financing Notice.

               (b) Except Underlying Shares and other  "Registrable  Securities"
(as such term is defined in the Registration  Rights Agreement) to be registered
in accordance with the  Registration  Rights  Agreement,  and other than Company
securities to be registered for resale in connection with  financings  permitted
pursuant to  paragraph  (a)(i)  through  (iii) of this  Section  (other than the
registration of securities on behalf of investment  consultants of the Company),
the Company shall not,  without the prior written consent of the Purchaser,  (i)
issue or sell any of its or any of its Affiliates'  equity or  equity-equivalent
securities  pursuant to Regulation S promulgated  under the  Securities  Act, or
(ii) register for resale any  securities of the Company for a period of not less
than 90 Trading Days after the date that the Underlying Securities  Registration
Statement is declared  effective by the Commission.  Any days that the Purchaser
is unable to sell Underlying Shares under the Underlying Securities Registration
Statement  shall be added to such 90 Trading Day period for the  purposes of (i)
and (ii) above.

                      (c) As long  as  there  are  Debentures  outstanding,  the
Company shall not
and shall cause the  Subsidiaries  not to, without the consent of the holders of
the  Debentures,  (i) amend its  certificate of  incorporation,  bylaws or other
charter  documents  so as to  adversely  affect  any  rights of the  holders  of
Debentures;  (ii) repay,  repurchase or offer to repay,  repurchase or otherwise
acquire  shares of its Common Stock other than as to the Underlying  Shares;  or
(iii) enter into any agreement with respect to any of the foregoing.

        3.13 Transfer of Intellectual Property Rights. Except in connection with
the sale of all or substantially  all of the assets of the Company,  the Company
shall not  transfer,  sell or otherwise  dispose of, any  Intellectual  Property
Rights,  or allow the  Intellectual  Property  Rights to become  subject  to any
Liens,  or fail to renew such  Intellectual  Property  Rights (if  renewable and
would otherwise expire), without the prior written consent of the Purchaser.

        3.14 Certain  Securities Laws  Disclosures;  Publicity.  (a) The Company
shall timely file with the Commission a Form D promulgated  under the Securities
Act as required  under  Regulation D promulgated  under the  Securities  Act and
provide a copy thereof to the Purchaser  promptly after the filing thereof.  The
Company shall (i) issue a press release  acceptable to the Purchaser  disclosing
the  transactions  contemplated  hereby within three (3) Business Days after the
Closing Date and (ii) file a Report on Form 8-K  disclosing  this  Agreement and
the  transactions  contemplated  hereby  within ten (10) Business Days after the
Closing Date.

<PAGE>



               (b) In  furtherance  and in  addition  to the  obligation  of the
Company set forth in Section 3.14(a) above,  the Company and the Purchaser shall
consult with each other in issuing any press releases or otherwise making public
statements  with  respect to the  transactions  contemplated  hereby and neither
party  shall  issue any such press  release or  otherwise  make any such  public
statement  without the prior written  consent of the other,  which consent shall
not be unreasonably  withheld or delayed,  except that no prior consent shall be
required  if such  disclosure  is  required  by law,  in  which  such  case  the
disclosing  party shall provide the other party with prior notice of such public
statement.

        3.15  Security  Documents.  Simultaneously  with the  execution  of this
Agreement,  the Company and the  Purchaser  shall  amend (the  "Amendment")  the
Security Agreement, dated as of June 29, 1998, as amended on August 28, 1998, by
and between the Company and the Purchaser (the "Security  Agreement") to provide
that the obligations of the Company  pursuant to the Transaction  Documents will
be deemed to be part of the Obligations (as defined in such Security  Agreement)
of the Company  thereunder.  Promptly  after the Closing Date, the Company shall
file all UCC Financing  Statements and other evidences of the Obligations (as so
amended) as the Purchaser shall reasonably request.


                                          ARTICLE IV
                                         MISCELLANEOUS

               4.1 Fees and Expenses. The Company shall pay the Purchaser at the
Closing,  $5,000 for its legal fees and  disbursements  in  connection  with the
preparation  and  negotiation  of the  Transaction  Documents  and  for  its due
diligence  expenses and  disbursements in connection  therewith.  Other than the
amounts  contemplated by the immediately  preceding sentence,  and except as set
forth in the Registration  Rights  Agreement,  each party shall pay the fees and
expenses of its advisers,  counsel,  accountants and other experts,  if any, and
all  other  expenses  incurred  by  such  party  incident  to  the  negotiation,
preparation,  execution, delivery and performance of this Agreement. The Company
shall pay all stamp and other  taxes and duties  levied in  connection  with the
issuance of the Debentures  pursuant hereto.  The Purchaser shall be responsible
for its  own  respective  tax  liability  that  may  arise  as a  result  of the
investment hereunder or the transactions contemplated by this Agreement.

               4.2 Entire Agreement;  Amendments. This Agreement,  together with
the Exhibits and Schedules hereto, the Debentures,  the Security Agreement,  the
Registration  Rights Agreement and the Warrant contain the entire  understanding
of the parties with respect to the subject matter hereof and supersede all prior
agreements and understandings, oral or written, with respect to such matters.

               4.3  Notices.  Any and all  notices  or other  communications  or
deliveries  required or permitted to be provided  hereunder  shall be in writing
and  shall be deemed  given and  effective  on the  earliest  of (i) the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  telephone  number  specified in this Section  prior to 7:00 p.m. (New
York City  time) on a  Business  Day,  (ii) the  Business  Day after the date of
transmission, if such notice or


<PAGE>



communication  is delivered  via  facsimile at the  facsimile  telephone  number
specified in the Purchase Agreement later than 7:00 p.m. (New York City time) on
any date and earlier  than 11:59 p.m.  (New York City time) on such date,  (iii)
the Business Day following the date of mailing, if sent by nationally recognized
overnight courier service, or (iv) upon actual receipt by the party to whom such
notice is required to be given. The address for such notices and  communications
shall be as follows:

        If to the Company: InnovaCom, Inc.
                           3400 Garrett Drive
                           Santa Clara, CA 95054
                           Facsimile No.: (408) 727-8778
                           Attn: Stanton Creasey

        With copies to:    Bartel Eng Linn & Schroder
                           300 Capitol Mall, Suite 1100
                           Sacramento, CA  95814
                           Facsimile No.: (916) 442-3442
                           Attn:  Scott Bartel

        If to Purchaser:   JNC Strategic Fund Ltd.
                           c/o Olympia Capital (Cayman) Ltd.
                           Williams House, 20 Reid Street
                           Hamilton HM11, Bermuda
                           Facsimile No.: (441) 295-2305
                           Attn: Director

        With copies to:    Encore Capital Management, L.L.C.
                           12007 Sunrise Valley Drive, Suite 460
                           Reston, VA  20191
                           Facsimile No.: (703) 476-7711
                           Attn: Managing Member

                                      -and-

                           Robinson Silverman Pearce Aronsohn &
                           Berman LLP
                           1290 Avenue of the Americas
                           New York, NY  10104
                           Facsimile No.: (212) 541-4630
                           Attn:  Eric L. Cohen


or such other  address as may be designated  in writing  hereafter,  in the same
manner, by such Person.

<PAGE>



               4.4  Amendments;  Waivers.  No provision of this Agreement may be
waived  or  amended  except in a written  instrument  signed,  in the case of an
amendment,  by both the Company and the Purchaser;  or, in the case of a waiver,
by the party against whom enforcement of any such waiver is sought. No waiver of
any default with respect to any  provision,  condition  or  requirement  of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of
any other  provision,  condition or requirement  hereof,  nor shall any delay or
omission of either  party to exercise any right  hereunder in any manner  impair
the exercise of any such right accruing to it thereafter.

               4.5 Headings.  The headings herein are for  convenience  only, do
not  constitute  a part of this  Agreement  and  shall not be deemed to limit or
affect any of the provisions hereof.

               4.6 Successors and Assigns.  This Agreement shall be binding upon
and inure to the  benefit of the  parties  and their  successors  and  permitted
assigns.  The Company may not assign this Agreement or any rights or obligations
hereunder  without the prior  written  consent of the  Purchaser.  Except as set
forth in Section  3.1(a),  the  Purchaser  may not assign this  Agreement or any
rights or  obligations  hereunder  without  the  prior  written  consent  of the
Company.  The  assignment by a party of this  Agreement or any rights  hereunder
shall not affect the obligations of such party under this Agreement.

               4.7 No Third-Party Beneficiaries.  This Agreement is intended for
the benefit of the parties hereto and their respective  permitted successors and
assigns and, other than with respect to permitted  assignees  under Section 4.6,
is not for the benefit  of, nor may any  provision  hereof be  enforced  by, any
other person.

               4.8  Governing  Law.  This  Agreement  shall be  governed  by and
construed and enforced in accordance  with the internal laws of the State of New
York without  regard to the  principles of conflicts of law thereof.  Each party
hereby  irrevocably  submits  to the  exclusive  jurisdiction  of the  state and
federal  courts sitting in the City of New York,  borough of Manhattan,  for the
adjudication  of any dispute  hereunder  or in  connection  herewith or with any
transaction  contemplated  hereby or discussed herein (including with respect to
the enforcement of the any of the Transaction Documents), and hereby irrevocably
waives,  and agrees not to assert in any suit,  action or proceeding,  any claim
that it is not personally  subject to the  jurisdiction of any such court,  that
such suit,  action or  proceeding  is improper.  Each party  hereby  irrevocably
waives  personal  service of process and consents to process being served in any
such suit,  action or  proceeding by mailing a copy thereof to such party at the
address in effect for  notices to it under this  Agreement  and agrees that such
service  shall  constitute  good and  sufficient  service of process  and notice
thereof.  Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law.

               4.9 Survival.  The  representations,  warranties,  agreements and
covenants  contained  in this  Agreement  shall  survive the Closing and the and
conversion of the Debentures and exercise of the Warrant.

               4.10  Execution.  This  Agreement  may be executed in two or more
counterparts,  all of which when taken  together shall be considered one and the
same agreement and shall become

<PAGE>



effective when  counterparts have been signed by each party and delivered to the
other  party,  it being  understood  that  both  parties  need not sign the same
counterpart.  In  the  event  that  any  signature  is  delivered  by  facsimile
transmission,  such signature shall create a valid and binding obligation of the
party  executing  (or on whose behalf such  signature is executed) the same with
the same force and effect as if such  facsimile  signature page were an original
thereof.

               4.11  Severability.  In case any one or more of the provisions of
this Agreement shall be invalid or  unenforceable  in any respect,  the validity
and enforceability of the remaining terms and provisions of this Agreement shall
not in any way be affecting or impaired  thereby and the parties will attempt to
agree  upon a valid  and  enforceable  provision  which  shall  be a  reasonable
substitute  therefor,  and upon so agreeing,  shall  incorporate such substitute
provision in this Agreement.

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               IN  WITNESS   WHEREOF,   the  parties  hereto  have  caused  this
Convertible Debenture Purchase Agreement to be duly executed by their respective
authorized persons as of the date first indicated above.


                                    INNOVACOM, INC.



                         By:___________________________
                       Name:
                      Title:


                                    JNC STRATEGIC FUND LTD.



                         By:___________________________
                       Name:
                      Title: