EMPLOYMENT AGREEMENT

      InnovaCom,  Inc., a Nevada  corporation,  located at 3400  Garrett  Drive,
Santa Clara, CA 95054, hereinafter referred to as "Employer",  and Frank Alioto,
hereinafter  referred to as "Employee",  in consideration of the mutual promises
made herein, agree as follows:

                       DUTIES, OBLIGATIONS AND AUTHORITIES OF EMPLOYEE:

     Employee shall serve as the President and acting Chief Executive officer of
InnovaCom,  inc.. In the capacity and as President of InnovaCom,  inc.. Employee
shall  and may do and  perform  all  services,  acts,  or  things  necessary  or
advisable to manage and conduct the business of employer,  including  the hiring
and firing of all employees other than the officers of Employer,  subject at all
times to the policies set by Employer's Board of Directors. The responsibilities
of Employee  will  include  building and  supervising  the  management  team for
Employer,  selecting  the  strategic  and tactical  direction  of Employer,  and
conducting  the  necessary  oversight  to  ensure  that the  Employer  meets its
revenue,  profitability,  and cash-flow goals. Employee will report to the Board
of Directors of InnovaCom, inc..

                                    COMPETITIVE ACTIVITIES:

     During  the  term  of  this  Agreement  Employee  shall  not,  directly  or
indirectly,  engage or participate  in any business that is in competition  with
the business of Employer.  This  Agreement  shall not be interpreted to prohibit
Employee from making passive personal investment 9.

                                     PLACE OF EMPLOYMENT:

     Unless the parties  agree  otherwise in writing.  Employee will perform the
services he is required to perform under this Agreement at Employer's offices in
Santa Clara  County;  provided,  however,  that  Employer  may from time to time
require  Employee  to  travel  temporarily  to  other  locations  on  Employer's
business.

                                   OBLIGATIONS OF EMPLOYER:

     Employer  shall  provide  Employee  with  the   compensation,   incentives,
benefits,  and  business  expense  reimbursement   specified  elsewhere  In  the
Agreement  and will not unduly  interfere  with  Employee In the exercise of his
responsibilities.
                                   COMPENSATION OF EMPLOYEE:

     Annual Salary: As compensation for the services to be performed  hereunder.
Employee  shall  receive a salary at the rate of $135,000 per annum,  payable in
accordance with the normal payroll practices of the Employer.




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     Salary Continuation  During Disability:  if Employee tor any reason becomes
disabled so that he is unable to perform the duties prescribed herein.  Employee
agrees to first  attempt  to obtain  disability  benefits  under any  applicable
Employer  disability  income  benefit  plan  in  which  he Is  covered.  If  the
requirements  of such insurance plan for any reason do not provide  coverage for
Employee,  Employer  agrees to pay  Employee  that amount which  Employee  would
otherwise  have  received  under  the  maximum  benefits  available  under  such
Insurance plan had he been eligible to receive such benefits.  However,  payment
of such  benefits  shall be limited to a maximum  amount of twelve (12)  months.
This  provision  does not affect or will be affected by any other benefits which
Employee may be able to otherwise  receive under any other private or government
benefits  available  to  Employee.  Nor does such  disability  affect  any stock
vesting provisions.

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

                                      EMPLOYEE BENEFITS:

     Annual Vacation: Employee will be entitled to four weeks of cumulating paid
vacation each  twelve-month  period,  which shall accrue on a prorata basis from
June 26, 1998 (hereinafter referred to as "Commencement Date").

     Additional  Benefits:  During  employment.  Employee  shall be  entitled to
receive all other benefits of employment generally available to Employer's other
employees when and as he becomes eligible for them,  including,  but not limited
to, medical,  dental, life and disability insurance benefits,  and participation
in  Employer's  pension  plan and  profit-sharing  plans,  stock option or stock
purchase plans, etc..

      Expense  Reimbursement:   During  employment,   Employer  shall  reimburse
Employee promptly for reasonable business expenses,  including,  but not limited
to, travel,  entertainment,  parking,  business meetings, and professional dues,
made  and   substantiated  in  accordance  with.  the  policies  and  procedures
established  from time to time by  Employer  with  respect to  Employer's  other
executive and managerial employees.

                                         STOCK OPTION:

     Employer  grants  Employee  an  option  to  purchase   1,000,000  share  of
Employer's common stock at a purchase price of $.26 per share. This option vests
and is exercisable in the following increments and times:

        1.     16.667% of the Option  entitling  Employee  to  purchase  166,667
               shares of common stock shall vest and become  exercisable on June
               26, 1998 (Commencement Date);



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        2.     16.667% of the Option,  entitling  Employee  to purchase  166,667
               shares  of the  Company's  common  stock  shall  vest and  become
               exercisable on June 26, 1999;

        3.     16.666% of the Option  entitling  Employee  to  purchase  166,666
               shares  of the  Company's  common  stock  shall  vest and  become
               exercisable on June 26, 2000;

        4.     The remaining  500,000 shares of the Option shall vest and become
               exercisable on June 26, 2003 (the "Final Vesting Date").  Vesting
               of these shares will be accelerated  based upon performance goals
               to be agreed  upon in good faith  between  the  Employee  and the
               condensation committee of the Employer by September 1, 1998;

        5.     All 1,000,000  shares will be vested and exercisable  immediately
               in the event of a Change of Control of Employer or if Employee is
               terminated  without  cause at any time prior to the Final Vesting
               Date. For the purposes of this  Agreement,  a "Change in Control"
               shall be deemed to have occurred if and when any of the following
               shall occur:

                      a)  individuals  who as of the date six  months  after the
                      Commencement  Date (the "Six Month Date")  constitute  the
                      entire Board and any new directors  whose  election by the
                      Board, or whose  nomination for election by the Employer's
                      stockholders,  shall  have been  approved  by a vote of at
                      least a majority of the directors  then in office  whether
                      they  were  directors  as of the Six  Month  Date or whose
                      election or  nomination  for  election  shall have been so
                      approved  shall  cease  for any  reason  to  constitute  a
                      majority of the members of the Board;

                      b) Any "person" (as such term is used in Section l3(d) and
                      l4(d)(2)  of  the  Securities  Exchange  Act of  1934,  as
                      amended (the "Exchange Act") shall after the  Commencement
                      Date  become the  "beneficial  owner" (as defined in Rules
                      13d-3  and 13d-5  under the  exchange  Act),  directly  or
                      indirectly,  of  securities  of the Employer  representing
                      thirty  percent  (30%) or more of the voting  power of all
                      then  outstanding  securities  of the Employer  having the
                      right under ordinary  circumstances to vote in an election
                      of the Board (it being  understood  and agreed  that,  for
                      this  purpose,  any  securities  of the Employer  that any
                      person has the right to acquire pursuant to any agreement,
                      upon  exercise  of  any  conversion  rights,  warrants  or
                      options   or  by  any   other   means,   shall  be  deemed
                      beneficially owned by such person);

                      c) There  shall be  approved  by a vote of the  Employer's
                      shareholders  or other  appropriate  corporate  action any
                      corporate   transaction,   including  a  consolidation  or
                      merger,  involving the Employer (regardless of whether the
                      Employer is the  continuing or surviving  corporation)  or
                      pursuant to which

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                      shares of the Employer's  capital stock are converted into
                      cash,   securities  or  other   property,   other  than  a
                      consolidation  or  merger  of the  Company  in  which  the
                      holders of the Company's voting stock immediately prior to
                      the  consolidation  or  merger  shall,  upon  consummation
                      thereof, own half number of shares of the capital stock of
                      the  continuing  or surviving  corporation  sufficient  to
                      provide such holders with at least fifty-one percent (51%)
                      of the voting power of all shares of the capital  stock of
                      the continuing or surviving corporation;

                      d) There  shall be  approved  by a vote of the  Employer's
                      shareholders  or other  appropriate  corporate  action any
                      sale,  lease,  exchange,  or transfer (whether in a single
                      transaction or a series of related transactions) of all or
                      substantially  all  of  the  assets  or  business  of  the
                      Ernployer or any liquidation, dissolution or winding up of
                      the Employer.

        6.     The option shall remain  exercisable  until, and shall not expire
               earlier than two (2) years from the date of change of control.

        7.     As  soon as  practical  following  the  Employee's  request,  the
               Employer shall register the shares of common stock subject to the
               Option  under the  federal  securities  laws and shall  take such
               other  steps as may be  necessary  to  enable  such  shares to be
               offered and sold to the public under the federal  securities laws
               and any other such laws.

                                       INDEMNIFICATION:

     As part of the  consideration  provided by this Agreement and separate from
any other legal requirements for  indemnification  of Employee by Employer,  the
Employer   will   indemnify  and  hold  harmless  the  Employee  and  his  legal
representatives, from and against all judgments, tines, penalties, excise taxes,
amounts paid in settlement,  liabilities,  losses, costs and expenses, including
reasonable  attorneys'  fees and  legal  costs,  if the  Employee  is  made,  is
threatened  to be made, or in good faith expects to be made a party or a witness
to  any  threatened  or  pending  or  completed  action,  suit,   proceeding  or
Investigation, whether civil, criminal administrative or otherwise, including an
action by or in the right of the Employer or any of its affiliated  companies to
procure a  judgment  in its favor,  by reason of the  Employee  having  provided
services to the Employer or being or having been a director, officer, consultant
or  employee  of the  Employer  or by reason of the  Employee  serving or having
served in any capacity whatsoever (Including as a director, officer or employee)
any other corporation,  partnership,  joint venture,  limited liability company,
trust, employee benefit plan or other enterprise at the request of the Employer.
The Employee's  right to  Indemnification  shall continue after the Employee has
ceased to be a  director  or  officer  and  shall  inure to the  benefit  of the
Employee's heirs, executors, administrators, attorneys, agents, and assigns. Any
reimbursement  obligation arising hereunder shall be satisfied on an as-incurred
basis. The Employer agrees to immediately secure and maintain in effect

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customary  and  appropriate   directors'  and  officers'   liability   insurance
throughout  Employee's  employment  and for a period  of not less than six years
commencing  immediately  after  termination of Employee's  employment,  it being
understood and agreed that the Employee  shall be  immediately  added as a named
insured to any and all such insurance  policies.  Employee shall additionally be
entitled to the  protection  of any and all such  insurance  policies on no less
favorable  a basis than is now or  hereafter  provided  to any other  officer or
director of the Company or any of its affiliated companies.

                                         TERMINATION:

      Employer and Employee agree that Employee's  employment is on an "at-will"
basis.  Either Employer or Employee may terminate this Agreement at any time for
any reason.  The following  additional  issues,  not  otherwise  covered by this
Agreement, pertain to such termination actions:

        a)    Employee is requested bo provide a minimum two week notice period
to Employer in the event of his resignation;

        b) if the Employer  elects to terminate  Employee's  employment  without
cause,  Employer  agrees to pay  Employee  a minimum  severance  salary of three
months pay of Employee's  then-existing salary.  Employer also agrees to pay for
twelve (12)  additional  months of medical  and dental  insurance  coverage  for
Employee and his dependents.  Additional  compensation will be negotiated at the
time as the circumstances may then warrant such additional compensation.

        c) A  termination  for  "cause"  as used in this  Agreement  will mean a
willful breach of the duties  Employee is required to perform under the terms of
this  Agreement,  or the commission of such acts of dishonesty,  fraud, or other
acts of moral  turpitude  as would  prevent  the  effective  performance  of his
duties.

                                      GENERAL PROVISIONS:

     This  Agreement  shall  not  be  terminated  by  Employer's   voluntary  or
involuntary  dissolution or by any merger in which Employer is not the surviving
or  resulting  corporation,  or In any transfer of all or  substantially  all of
Ernployer's  assets. In the event of any such merger or transfer of assets,  the
provisions of the  Agreement  shall be binding on and/or inure to the benefit of
the surviving  business entity of the business entity to which such assets shall
be transferred.

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

     If there is any dispute over the terms and  conditions of this Agreement or
any breach  thereof,  the parties  mutually agree that prior to instituting  any
legal  action  they  will  engage  in good  faith to  resolve  such  dispute  in
mediation. The mediator will be jointly agreed upon by the parties.

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

        Dated this 15th day of March, 1999, at Santa Clara, CA.


                                                   FRANK ALIOTO
                                                   Frank Alioto


        Dated this 15th day of March, 1999, at Santa Clara, California.

                                                   InnovaCom, Inc.

                                                   By:  STANTON CREASEY
                                                   Title:  CFO