ASSET PURCHASE AGREEMENT

        This ASSET  PURCHASE  AGREEMENT,  dated as of  December  ___,  1998 (the
"Agreement"),  is made and entered into by and among  Innovacom,  Inc., a Nevada
corporation  ("Innovacom") and Champlin Turner  Enterprises,  Inc., a California
corporation ("CTEI").

                                           RECITALS

        WHEREAS,  Innovacom  has  been  developing  applications  for its  video
encoder in the  telemedicine  field,  (hereinafter  referred to as "Telemedicine
Opportunity");

        WHEREAS,  Innovacom  has  decided  that it is in the  best  interest  of
Innovacom  and  its   shareholders   to  discontinue   the  development  of  the
Telemedicine  Opportunity and not directly pursue the  telemedicine  market as a
business opportunity;

        WHEREAS,  CTEI,  a  corporation  partially  owned  by John  Champlin,  a
director of  Innovacom,  is desirous of pursuing  the  telemedicine  market as a
business  opportunity and is willing to assume the  liabilities  incurred in the
development  of  telemedicine  market in exchange  for certain  assets  provided
herein; and

        WHEREAS,  the Board of Directors of Innovacom  deems it advisable and in
the  best  interests  of the  stockholders  of  Innovacom  to  sell  all  assets
associated  with  Telemedicine  Opportunity  to  CTEI  in  exchange  for  CTEI's
assumption of the  liabilities  associated  with the development of Telemedicine
Opportunity.

        NOW, THEREFORE, in consideration of the foregoing,  the mutual covenants
and agreements set forth herein,  and for good and valuable  consideration,  the
receipt and  sufficiency of which is hereby  acknowledged,  the parties agree as
follows:

I.      SALE AND PURCHASE OF ASSETS.

        1.1 Purchase of Assets.  On the terms and conditions of this  Agreement,
Innovacom  agrees to sell,  transfer,  assign,  and  convey to CTEI,  all of the
assets,  properties,  and rights associated with the Telemedicine Opportunity as
of the  Closing  Date  (as  defined  in  Section  4.2),  which  assets  are more
particularly set forth in "Exhibit A" hereto (the "Assets").

        1.2  Assumption  of  Liabilities.  In  connection  with the  transfer of
Innovacom's  right,  title, and interest in and to the Assets,  CTEI will accept
the  assignment  of, and also  agrees to assume the  duties and  obligations  of
performance under those specific contracts and liabilities to which Innovacom is
a party as identified in "Exhibit B" hereto (the "Liabilities").

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II.     ADDITIONAL AGREEMENT

        2.1  Software   License.   As  an  integral  part  of  the   transaction
contemplated  hereunder,  Innovacom  shall have  entered  into those  additional
covenants and agreements set forth in the Software  License  Agreement  attached
hereto as "Exhibit C" and incorporated by this reference (the "Software  License
Agreement").

III.    CONDITIONS.

        3.1  Conditions of the  Obligations  of Each Party.  The  obligations of
Innovacom,  on the one  hand,  and CTEI on the other  hand,  to  consummate  the
transactions contemplated by this Agreement are subject to the satisfaction (or,
if permissible,  waiver by the party for whose benefit such conditions exist) of
the following conditions:

               (a)  The parties shall have executed the Software License
 Agreement;

               (b) CTEI shall have cause Dr. John Champlin and Dr. James Turner,
each  individually,  to execute a "General Release"  releasing  Innovacom of its
obligations and liabilities related to the Telemedicine  Opportunity,  a copy of
the  General  Release  is  hereto  attached  as  "Exhibit  D" and  "Exhibit  E,"
respectively.

               (c) The  parties  shall have agreed  upon the  allocation  of the
sales price and prepared an Asset Acquisition Statement on Form 8594 as required
by Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code");

               (d) All  actions by or in  respect of or filings  with any court,
arbitral tribunal,  administrative agency,  commission, or other governmental or
regulatory authority or agency (a "Governmental  Entity") required to permit the
consummation of the asset purchase shall have been obtained;

               (e)  All  material   consents  of  third   parties   (other  than
Governmental Entities), if applicable, shall have been obtained; and

               (e) No claim or  threat of legal  action by any third  party as a
result of this  transaction has been  communicated to Innovacom,  which claim or
threat remains unresolved as of the Closing Date.

IV.     SIGNING AND CLOSING

        4.1  Deliveries  at  Signing  of  Agreement.  Prior to or  substantially
contemporaneous  with the execution this  Agreement,  Innovacom shall deliver or
cause to be  delivered  to the CTEI  evidence  of the  corporate  authorizations
approving the terms of this Agreement and the transactions  contemplated  herein
and therein; and


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        4.2 Closing of Transaction. The closing of the transactions contemplated
hereby (the "Closing") shall take place when all deliveries provided for in this
Article IV shall have been made,  which shall occur on, December ____,  1998, at
or before 11:00 p.m., Pacific Daylight Time, (the "Closing Date").

        4.3  Deliveries on the Closing Date by  Innovacom.  Provided that all of
the terms and conditions of this Agreement have been satisfied,  Innovacom shall
deliver or cause to be delivered to CTEI the  following on or before the Closing
Date:

               (a)    The executed Software License Agreement;

               (b) (i)  Bills of sale or  documents  of  assignment  as shall be
required to vest in CTEI good and marketable  title to all the Assets,  and (ii)
operating control of the Assets; and

               (c) A certificate  signed by the President of Innovacom  that all
of the  representations  and  warranties  of the  Innovacom  set  forth  in this
Agreement  are true and  correct in all  material  respects  and that all of the
conditions of this Agreement  applicable to the Closing Date have been satisfied
or waived.

        4.4  Deliveries  on the Closing Date by CTEI.  Provided  that all of the
terms and conditions of this Agreement have been  satisfied,  CTEI shall deliver
or cause to be  delivered  to  Innovacomthe  following  on or before the Closing
Date:

               (a)    The General Release signed by Dr. John Champlin;

               (b)    The General Release signed by Dr. James Turner; and

               (c) A certificate signed by the President of CTEI that all of the
representations  and warranties of the Innovacom set forth in this Agreement are
true and correct in all material respects and that all of the conditions of this
Agreement applicable to the Closing Date have been satisfied or waived; and

        4.5  Filings;  Cooperation.  Innovacom  and CTEI  shall,  on request and
without further consideration, cooperate with one another by furnishing or using
their best efforts to cause others to furnish any additional  information and/or
executing and  delivering or using their best efforts to cause others to execute
and deliver any  additional  documents  and/or  instruments,  and doing or using
their best efforts to cause others to do any and all such other things as may be
reasonably  required by the parties or their  counsel to consummate or otherwise
implement the  transactions  contemplated  by this Agreement.  Unless  otherwise
provided  herein,  all such  instruments so delivered shall be dated the Closing
Date.


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V.      REPRESENTATIONS AND WARRANTIES OF INNOVACOM.

        5.1 Title to Property. Exhibit A accurately identifies all of the Assets
of Innovacom in connection with Telemedicine Opportunity. Innovacom has good and
marketable  title to the  Assets  free and  clear  of all  liens,  encumbrances,
security  interests,  charges,  restrictions,   options,  mortgages,  easements,
rights-of-way,  or other encumbrances and restrictions of any nature whatsoever,
except as described  in "Exhibit F" and upon  consummation  of the  transactions
contemplated hereby,  Innovacom shall transfer,  assign, and convey to CTEI, and
CTEI shall  receive  from  Innovacom,  good and  marketable  title to all of the
Assets free and clear of any and all liens,  encumbrances,  security  interests,
charges, or restrictions against transfer except as disclosed in "Exhibit F"

        5.2  Organization.  Innovacom is a corporation  duly organized,  validly
existing,  duly qualified or licensed to do business, and in good standing under
the laws of the  jurisdiction of its  incorporation  or organization and in each
jurisdiction  in which the  nature of the  business  conducted  by it makes such
qualification or licensing  necessary,  and has all requisite corporate or other
power and authority and all necessary  governmental approvals to own, lease, and
operate its  properties  and to carry on its  business  as now being  conducted,
except where the failure to be so organized,  existing,  and in good standing or
to have such  power,  authority,  and  governmental  approvals  would not have a
material adverse effect on Innovacom.

        5.3 Corporate Authorization;  Validity of Agreement.  Innovacom has full
corporate  power and  authority  to execute and deliver this  Agreement  and the
Software  License  Agreement  to  which  it is a  party  and to  consummate  the
transactions  contemplated  hereby and thereby.  The  execution  and delivery by
Innovacom  of  this  Agreement  and  the  Software  License  Agreements  and the
consummation by them of the  transactions  contemplated  hereby and thereby have
been duly and  validly  authorized.  This  Agreement  and the  Software  License
Agreement has been duly  executed and  delivered by Innovacom and  constitutes a
valid and binding obligation of Innovacom,  enforceable  against each of them as
applicable in accordance with its terms, except that (i) such enforcement may be
subject to applicable  bankruptcy,  insolvency,  or other  similar laws,  now or
hereafter in effect,  affecting creditors' rights generally, and (ii) the remedy
of specific  performance and injunctive and other forms of equitable  relief may
be subject to equitable defenses and to the discretion of the court before which
any proceeding therefor may be brought.

VI.     REPRESENTATIONS AND WARRANTIES OF CTEI.

        6.1  Organization.   CTEI  is  a  corporation  duly  organized,  validly
existing,  duly qualified or licensed to do business, and in good standing under
the laws of the  jurisdiction of its  incorporation  or organization and in each
jurisdiction  in which the  nature of the  business  conducted  by it makes such
qualification or licensing  necessary,  and has all requisite corporate or other
power and authority and all necessary  governmental approvals to own, lease, and
operate its  properties  and to carry on its  business  as now being  conducted,
except where the failure to be so organized,  existing,  and in good standing or
to have such  power,  authority,  and  governmental  approvals  would not have a
material adverse effect on CTEI.


<PAGE>



        6.2  Corporate  Authorization;  Validity  of  Agreement.  CTEI  has full
corporate  power and authority to execute and deliver this Agreement to which it
is a party and to consummate the transactions  contemplated  hereby and thereby.
The execution and delivery by CTEI of this  Agreement  and the  consummation  by
them of the  transactions  contemplated  hereby and  thereby  have been duly and
validly authorized.  This Agreement has been duly executed and delivered by CTEI
and constitutes a valid and binding obligation of CTEI, enforceable against each
of them as  applicable  in  accordance  with  its  terms,  except  that (i) such
enforcement  may be  subject  to  applicable  bankruptcy,  insolvency,  or other
similar laws, now or hereafter in effect, affecting creditors' rights generally,
and (ii) the remedy of specific  performance  and  injunctive and other forms of
equitable  relief may be subject to equitable  defenses and to the discretion of
the court before which any proceeding therefor may be brought.

VII.    INDEMNIFICATION.

        7.1  Indemnification  Obligations of CTEI. CTEI shall indemnify and hold
Innovacom  harmless from any and all liabilities  and  obligations  arising from
CTEI's operation and/or  development of the Telemedicine  Opportunity  after the
Closing Date.

        7.2 Indemnification Obligations of Innovacom.  Innovacom shall indemnify
and hold CTEI harmless from any and all liabilities and obligations arising from
Innovacom's  operation and/or development of the Telemedicine  Opportunity prior
to the Closing Date except for those  obligations and  liabilities  appearing in
"Exhibit B" and expressly assumed by CTEI in Section 1.2 of this Agreement.

VIII.   MISCELLANEOUS.

        8.1 Fees and Expenses.  Except as contemplated  by this  Agreement,  all
costs  and  expenses   incurred  in  connection  with  this  Agreement  and  the
consummation of the transactions  contemplated hereby shall be paid by the party
incurring such expenses.

        8.2  Amendment  and  Modification.   Subject  to  applicable  law,  this
Agreement may be amended,  modified, and supplemented in any and all respects by
written  agreement  of the parties  hereto at any time prior to the Closing Date
with respect to any of the terms contained herein.

        8.3 Notices. All notices and other communications  hereunder shall be in
writing and shall be deemed given if delivered personally,  telecopied (which is
confirmed) or sent by a nationally  recognized  overnight courier service to the
parties at the  following  addresses  (or at such other  address  for a party as
shall be specified by like notice):

<PAGE>



               (a)    if to Innovacom:

                      Innovacom, Inc.
                      3400 Garrett Drive
                      Santa Clara, California 95054
                      Attn: Frank Alioto
                      Facsimile:    (408) 727-8778

                      with a copy to:

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

               (b)    if to CTEI, to:

                      Champlin Turner Enterprises, Inc.
                      6651 Madison Avenue
                      Carmichael, CA  95608
                      Attn: Dr. John Champlin
                      Facsimile No.: (916) 965-5143

        8.4  Interpretation.  When a  reference  is made in  this  Agreement  to
Sections,  such  reference  shall  be to a  Section  of  this  Agreement  unless
otherwise indicated. Whenever the words "include", "includes" or "including" are
used in this Agreement they shall be deemed to be followed by the words "without
limitation".

        8.5 Assignment. Neither this Agreement nor any of the rights, interests,
or obligations hereunder shall be assigned by any of the parties hereto (whether
by operation of law or otherwise) without the prior written consent of the other
parties. Subject to the preceding sentence, this Agreement will be binding upon,
inure to the benefit of, and be enforceable by the parties and their  respective
successors and assigns.

        8.6  Jurisdiction  and  Venue.  Any and all suits for any breach of this
Agreement or for rescission or specific  performance of this Agreement  shall be
filed and  maintained  in any court of  competent  jurisdiction  in Santa  Clara
County,  California.  This  Agreement  shall be  governed  by and  construed  in
accordance with the laws of the State of California.

        8.7 Entire  Agreement;  No Third  Party  Beneficiaries.  This  Agreement
(including the documents and the instruments referred to herein): (a) constitute
the entire agreement and supersede all prior agreements and understandings, both
written and oral, among the parties with respect to the

<PAGE>


subject matter hereof,  and (b) are not intended to confer upon any Person other
than the parties hereto any rights or remedies hereunder.

        8.8 Severability.  If any term,  provision,  covenant, or restriction of
this Agreement is held by a court of competent  jurisdiction  or other authority
to be  invalid,  void,  unenforceable  or against  its  regulatory  policy,  the
remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected,  impaired
or invalidated.

        8.9  Counterparts.  This  Agreement  may be  executed  in  two  or  more
counterparts,  by  facsimile  signature  or  otherwise,  all of  which  shall be
considered  one and the same  agreement and shall become  effective  when two or
more  counterparts  have  been  signed by  parties  and  delivered  to the other
parties,   it  being  understood  that  all  parties  need  not  sign  the  same
counterpart.

        IN WITNESS  WHEREOF,  Innovacom and CTEI have executed this Agreement as
of the date specified above.


                                 INNOVACOM, INC.



                                            By:
                                                 Frank Alioto
                                                 President and Chief Executive
                                                 Officer


                                            Champlin Turner Enterprises, Inc.


                                            By:  Dr. John Champlin
                                                  President