INCOMNET INC, DEF 14A, 1996-04-29

INCOMNET INC
DEF 14A, 1996-04-29
TELEGRAPH & OTHER MESSAGE COMMUNICATIONS

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<PAGE>
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
INCOMNET, INC
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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4) Date Filed:
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<PAGE>

INCOMNET, INC.

21031 Ventura Boulevard, Suite 1100
Woodland Hills, California 91364

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

June 14, 1996

TO OUR SHAREHOLDERS:

You are cordially invited to attend the 1996 Annual Meeting of Shareholders of
Incomnet, Inc., to be held on Friday, June 14, 1996 at 10:00 A.M., Pacific Time,
at the Marriott Hotel, 28159 Oxnard St. Woodland Hills, CA, to consider and act
upon the following proposals, as described in the accompanying Proxy Statement:

1. To elect four (4) directors to serve until the next Annual Meeting of
Shareholders and thereafter until their successors are elected and
qualified;

2. To ratify the Incomnet 1996 Stock Option Plan for the directors,
officers, employees and key consultants of Incomnet, Inc.

2. To transact such other business as may properly come before the
meeting or any adjournments thereof.

The Board of Directors has fixed the close of business on May 10, 1996, as the
record date for Shareholders entitled to notice of and to vote at this meeting
and any adjournments thereof.

By Order of the Board of Directors

/s/ Stephen A. Caswell

Stephen A. Caswell, Secretary

April 26, 1996
Woodland Hills, California

ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO COMPLETE,
SIGN AND DATE THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. YOUR PROXY
WILL NOT BE USED IF YOU ARE PRESENT AT THE ANNUAL MEETING AND DESIRE TO VOTE
YOUR SHARES PERSONALLY AT THAT TIME.

<PAGE>

INCOMNET, INC.

21031 Ventura Boulevard, Suite 1100
Woodland Hills, California 91364

PROXY STATEMENT

SOLICITATION, VOTING AND REVOCABILITY OF PROXIES

The enclosed proxy is solicited by the Board of Directors of Incomnet, Inc. (the
"Company"), 21031 Ventura Boulevard, Suite 1100, Woodland Hills, California
91364, for use at the 1996 Annual Meeting of Shareholders to be held on Friday,
June 14, 1996 (the "Annual Meeting"). The Company intends to send this Proxy
Statement and the accompanying Notice of Annual Meeting of Shareholders and form
of proxy to the holders (the "Shareholders") of its Common Stock, no par value
(the "Common Stock"), on or about May 10, 1996. The cost of soliciting proxies
will be borne by the Company. It is expected that proxies will be solicited
exclusively by mail; however, if it should appear desirable to do so, officers
and employees of the Company may communicate with shareholders, banks, brokerage
houses, nominees and others by telephone, facsimile, or in person, to request
that proxies be furnished. Officers and employees soliciting proxies will not
receive any additional compensation for their services. The Company will
reimburse brokers and other nominees for their reasonable out-of-pocket expenses
incurred in forwarding solicitation material to beneficial owners of shares held
of record by such brokers or nominees.

The proxy, if returned properly executed and not subsequently revoked, will be
voted in accordance with the choices made by the Shareholders with respect to
the proposals listed thereon. If no choice is made with respect to the
proposals, the proxy will be voted for the election of the Board of Directors'
nominees. If any other matters should be presented at the Annual Meeting, the
holders of the proxies will vote on such matters in accordance with the views of
a majority of the directors. Any Shareholder giving a proxy may revoke it at
any time before it is exercised by filing an instrument revoking it or a duly
executed proxy bearing a later date with the Secretary of the Company, or by
attending the meeting and voting in person.

The Company's Annual Report for the year ended December 31, 1995, is being
mailed concurrently with this Proxy Statement. Brokerage houses, custodians,
nominees, and others may obtain additional copies of the Annual Report or this
Proxy Statement by written request to the Company.

OUTSTANDING SHARES AND VOTING RIGHTS

The only class of the Company's equity securities outstanding is its Common
Stock. Shareholders of record at the close of business on May 10, 1996 are
entitled to one vote for each share of Common Stock held by them. As of April
26, 1996, there were 13,224,024 shares of common stock outstanding.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information as of April 26, 1996, with respect to
each person who is known by the Company to own beneficially 5% or more of the
Company's outstanding Common Stock.

Name and Amount and Percent of
Address of Nature of Shares of
Beneficial Beneficial Common Stock
Owner Ownership Outstanding
- ---------- ---------- --------------
Sam D. Schwartz 1,998,500(1) 14.8%
313 S. Hope St. - 43rd Floor
Los Angeles, CA 90071

Clarence Robert Zivitz 669,300(2) 5.1%
7734 Silver Bell Drive
Sarasota, FL 34241

(1) Does not include 35,000 shares owned by Rita L. Schwartz, Mr. Schwartz's
wife and warrants to purchase 35,000 shares of the Company's common stock at
$4.37 per share.

(2) Includes 644,300 shares owned by Mr. Zivitz and warrants to purchase 25,000
shares at an exercise price of $4.37 per share, expiring on February 5,
2001, owned by Mr. Zivitz's wife, Nancy, who is a member of the Company's
Board of Directors. These warrants are subject to approval by shareholders
[see "Ratification of Stock Option Program for Officers, Directors,
Employees and Key Consultants"].

-1-

<PAGE>

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth information as of April 26, 1996, with respect to
beneficial ownership by each director and officer, and by all directors and
officers as a group. All shares shown below are owned by such beneficial owners
directly unless otherwise indicated.

Amount and Percent of
Name of Nature of Shares of
Beneficial Beneficial Common Stock
Owner Ownership Outstanding
- ------------------ ----------- -------------
Nancy Zivitz 669,300(1) 5.1%
Joel W. Greenberg 260,000(2) 1.9
Melvyn Reznick 205,300(3) 1.6
Richard A. Marting 55,000(4) 0.4
William D. Savage 51,000(4) 0.4
Edward R. Jacobs 30,000 0.2
Albert Milstein 27,000(5) 0.2
Stephen A. Caswell 20,000(6) 0.2

All directors and
officers as a group
(7 persons) 1,317,600 10.0%

(1) 644,300 shares are owned in the name of Mrs. Zivitz's husband, Clarence
Robert Zivitz. Includes warrants to purchase 25,000 shares of the
Company's common stock at an exercise price of $4.37 per share, expiring on
February 5, 2001. These warrants are subject to approval by shareholders
[see "Ratification of Stock Option Program for Officers, Directors,
Employees and Key Consultants"]. Does not include 25,000 warrants to
purchase shares of the Company's common stock at an exercise price of $4.37
per share that will vest on January 1, 1997 and expire on January 1, 2002.
These warrants are subject to approval by shareholders [see "Ratification
of Stock Option Program for Officers, Directors, Employees and Key
Consultants"].

(2) Includes warrants to purchase 25,000 shares of the Company's common stock
at an exercise price of $4.37 per share, expiring on April 5, 2001. These
warrants are subject to approval by shareholders [see "Ratification of
Stock Option Program for Officers, Directors, Employees and Key
Consultants"].

(3) Includes warrants to purchase 150,000 shares of the Company's common stock
at a price of $4.875 per share, expiring 25,000 on 2/28/2001 and 25,000 on
5/31/2001 and 100,000 of which are exercisable at a price of $4.37 per
share expiring on April 5, 2002. Does not include 350,000 options, 150,000
of which were issued as part of Mr. Reznick's employment contract with
Incomnet [see "Employment Contract Between Melvyn Reznick and Incomnet"]
and 200,000 of which were issued for services provided to the Company [see
"Stock Options & Warrants - Holdings"].

(4) Includes warrants to purchase 50,000 shares at an exercise price of $8.50
per share, expiring on May 27, 1997.

(5) Includes warrants to purchase 25,000 shares of the Company's common stock
at an exercise price of $4.37 per share, expiring on April 5, 2001. These
warrants are subject to approval by shareholders [see "Ratification of
Stock Option Program for Officers, Directors, Employees and Key
Consultants"]. Does not include 25,000 warrants to purchase shares of the
Company's common stock at an exercise price of $4.37 per share that will
vest on January 1, 1997 and expire on January 1, 2002. These warrants are
subject to approval by shareholders [see "Ratification of Stock Option
Program for Officers, Directors, Employees and Key Consultants"].

(6) Does not include warrants to purchase 50,000 shares of the Company's common
stock at an exercise price of $4.37 per share. These warrants are subject
to performance requirements associated with the Company's 51%-owned
subsidiary, Rapid Cast, Inc. and are subject to approval by shareholders
[see "Ratification of Stock Option Program for Officers, Directors,
Employees and Key Consultants"].

Based upon the Company's review of Forms 3, 4 and 5 and any amendments thereto
furnished to the Company in compliance with Section 16 of the Securities
Exchange Act of 1934, all of such Forms were filed on a timely basis by such
reporting persons.

-2-

<PAGE>

ELECTION OF DIRECTORS

Directors are elected by the Shareholders at each annual meeting to hold office
until their respective successors are elected and qualified. Pursuant to the
Bylaws of the Company, the Board of Directors consists of not less than five (4)
nor more than nine (9) directors. Of the current directors listed below, no
nominees were elected to the Board of Directors at the 1995 Annual Meeting of
Shareholders. In November 1995, Sam D. Schwartz, Stephen A. Caswell and Rita
Schwartz, who were elected to the Board of Directors at the 1995 Annual Meeting
of Shareholders, resigned from the Board of Directors. In November 1995, Melvyn
Reznick, Nancy Zivitz and Albert Milstein were appointed to the Board to replace
Mr. Schwartz, Mrs. Schwartz and Mr. Caswell (see "Certain Relations and Related
Transactions - Reconstitution of the Board of Directors"). Joel W. Greenberg,
who was also elected to serve on the Board of Directors at the 1995 Annual
Meeting of Shareholders, has not been nominated by the Board of Directors to
stand for reelection (Renomination of Joel W. Greenberg). Mr. Greenberg has
notified the Company that he may submit his own proxy statement and nominate his
own slate of directors.

Voting for the election of directors may be either cumulative or non-cumulative.
Under California law, cumulative voting is not permitted unless, at the Annual
Meeting and prior to the voting, at least one Shareholder gives notice of his
intention to cumulate his votes. If that occurs, then all the Company's
Shareholders have cumulative voting rights in the election of directors. If no
such notice is given, voting for directors will be non-cumulative, which means
that a simple majority of the shares voting may elect all of the directors.
Under cumulative voting, each Shareholder entitled to vote has the right to give
one candidate a number of votes equal to the number of authorized directors
multiplied by the number of votes to which his shares are entitled, or to
distribute his votes on the same principle among as many candidates as he
desires. Each share of Common Stock, therefore, has a number of votes equal to
the number of authorized directors. Proxies may not be voted for more than four
(4) directors.

Although management of the Company expects that each of the following nominees
will be available to serve as a director, in the event that any of them should
become unavailable prior to the Annual Meeting, management's proxies will be
voted for a nominee or nominees designated by management or will be voted for a
lesser number of directors. If there are other nominees, management's proxies
will be voted so as to elect the greatest number of the following nominees.
Management has no reason to believe that any of its nominees, if elected, will
be unavailable to serve.

The nominees for election to the Board of Directors as selected by the Board of
Directors of the Company are set forth below:

Melvyn Reznick
Nancy Zivitz
Gerald Katell
Albert Milstein

The biographies of present directors and nominees, including certain additional
information, are set forth below.

MELVYN REZNICK, 53, has been the President and Chief Executive Officer of
Incomnet since November 1995. He has 30 years of experience in engineering,
manufacturing, management, marketing, real estate and corporate development.
Since 1978, he has been a partner in two real estate companies, Property
Research and Management Co. and PRM Realty. Prior to entering the real estate
industry, he was an engineer in the aerospace industry. He has a Bachelor of
Science and a Master of Science in mechanical engineering from the Massachusetts
Institute of Technology and is a member of the Society of Sigma Xi. He is also
an active member of the National Association of Corporate Directors (NACD).

NANCY S. ZIVITZ, 47, joined the Company's Board of Directors in November 1995.
From 1987 - 1991, she was Senior Vice President of City National Bank in
Washington, DC where she was head of the Retail Banking Unit. From 1991 to the
present, she has been involved in community service for such organizations as
the Coalition of Christians and Jews and the Association of Professional Women.
She has a Bachelor of Business Administration from George Washington University.

ALBERT MILSTEIN, 49, joined the Company's Board of Directors in November 1995.
He is a partner with the law firm of Winston & Strawn, for whom he has worked
since 1972. He specializes in the representation of nursing homes and other
long-term care facilities. He received his J.D. from Chicago Law School in 1972
and received a Bachelor of Arts from Yeshiva University in 1969.

GERALD L. KATELL, 56, has more than 30 years of real estate development and
construction experience. From 1983 - 1992, he was the President of Katell
Properties, Inc., a real estate development firm specializing in business parks.
In 1992, Katell Properties became a proprietorship under Mr. Katell's ownership.
He has a Bachelor of Science in Civil Engineering from Massachusetts Institute
of Technology and a Masters of Business Administration from Stanford University.

JOEL W. GREENBERG, 58, is an independent investment counselor in Chicago,
Illinois. Mr. Greenberg is a member of the Chicago Mercantile Exchange and the
International Monetary Market. From 1987 to 1989, Mr. Greenberg was a vice
president of Shearson Lehman Hutton in Chicago, Illinois. From 1985 to 1987,
Mr. Greenberg was a vice president of Bear Stearns & Co.,

-3-

<PAGE>

Inc. in Chicago, Illinois. Mr. Greenberg has been a director since April
1988. Mr. Greenberg is a director of Smithfield Foods, Inc., a public company
listed on the NASDAQ System.

RENOMINATION OF JOEL W. GREENBERG

On April 8, 1996, the Board of Directors of Incomnet, Inc. ("the Company") held
a meeting telephonically to nominate individuals to stand for election to the
Company's Board of Directors. The Board unanimously renominated Melvyn Reznick,
President and Chief Executive Officer of the Company; and Nancy Zivitz and
Albert Milstein, who are both present Board members. Mr. Reznick was also
nominated to stand for election as the new Chairman of the Board of Directors.
The Board also nominated Gerald Katell, a successful real estate executive and
business leader, to serve as a member of the Board. Mr. Katell is a graduate of
MIT with a Bachelor of Science and of Stanford University with a Masters Degree
in Business Administration.

The attendees of the Board meeting unanimously declined to renominate Joel W.
Greenberg, the present Chairman of the Board. The Board declined to renominate
Mr. Greenberg because it believes that Mr. Greenberg's request for compensation
in the form of cash payments and stock options are excessive in light of the
compensation guidelines promulgated by the National Association of Corporate
Directors ("NACD") and considering the number of stock options contemplated for
other directors. Mr. Greenberg did not attend the meeting.

Mr. Greenberg, who lives in Chicago, IL, presently receives cash compensation of
$24,000 per year as the Chairman of the Board. Mr. Greenberg initially requested
cash compensation at the rate of $72,000 per year and was paid $6,000 in
November 1995. This salary was reduced to $24,000 per year after further review.
Mr. Greenberg also originally asked for options to purchase 300,000 shares of
the Company's stock to vest over a period of two years, and including certain
performance criteria, but reduced his request to 250,000 stock options with the
same vesting period and performance criteria. Mr. Greenberg told the Board that
he would find unacceptable any compensation below 250,000 stock options. He
further stated that he would consider launching a proxy contest if the Board did
not agree to the stock option request. Since the Company believed that the
maximum it could compensate Mr. Greenberg based upon NACD guidelines was 75,000
stock options, the Board denied the request and could not renominate Mr.
Greenberg to stand for reelection.

In addition, Board members were concerned that Mr. Greenberg has not yet repaid
previously disclosed short-swing profits for which payment was requested by the
Company on February 22, 1996 pursuant to Section 16(b) of the Securities and
Exchange Act, as amended. Payment was due on April 22, 1996.

Mr. Greenberg is also not expected to be reelected to the Boards of either of
the Company's subsidiaries, National Telephone & Communications, Inc. and Rapid
Cast, Inc.

MEETINGS AND COMPENSATION OF BOARD OF DIRECTORS

The Board of Directors of the Company held three meetings during the year ended
December 31, 1995. Each director attended all meetings for which he or she was
eligible to attend. The Company does not have standing audit or nominating
committees of the Board of Directors, or committees performing similar
functions. The Company has a standing compensation committee. Board members are
reimbursed for out-of-pocket expenses and, upon approval of Shareholders, will
receive stock options as defined in the Company's proposed stock option program
[see "Ratification of Stock Option Program for Officers, Directors, Employees
and Key Consultants"].

EXECUTIVE OFFICERS

The executive officers of the Company, its National Telephone Communications,
Inc. (NTC) subsidiary and their respective positions are set forth below.

Name Positions
- ---- ----------
Melvyn Reznick President and Chief Executive Officer, Incomnet

Stephen A. Caswell Vice President and Secretary, Incomnet

Edward R. Jacobs President and Chief Executive Officer, NTC

Jerry W. Ballah Executive Vice President, NTC

Richard A. Marting Vice President of Finance and Administration and Chief
Financial Officer, NTC

William D. Savage Vice President of Operations, NTC

-4-

<PAGE>

The biographies of executive officers not already included in the section on
directors, including certain additional information, are set forth below.

STEPHEN A. CASWELL, 46, is Vice President of Incomnet. He joined the Company in
August 1987 and has been Secretary since August 1989, and a director since
April 1988. Mr. Caswell is a leading expert in electronic messaging networks.
From 1982 to 1987, Mr. Caswell had his own consulting firm that specialized in
designing PC-based networking systems. He has an M.A. in Communications from
American University in Washington, DC and a B.A. in Philosophy from Tufts
University.

EDWARD R. JACOBS, 58, is President and Chief Executive Officer of NTC. He has in
excess of 20 years experience in management with Fortune 500 firms such as CCH-
Computax and McDonnell Douglas. For the five prior years before joining the
Company in March 1992, he managed his own investment banking firm. Prior to
that, he co-founded Dataccount Corporation, one of the largest privately held
computerized financial services companies in Southern California.

JERRY W. BALLAH, 56, is Executive Vice President of NTC. He joined NTC in
January 1993 as Director of Marketing. From September 1991 to October 1992, he
was National Marketing Director for NCN Communications, Inc, a telephone
reseller in Gilbert, AZ. From February 1991 to September 1991, he was National
Marketing Director for Images International, Inc. of Salem, UT. From September
1989 to February 1991, he was an independent consultant with Classic Van
Conversions of Kansas City, KS.

RICHARD A. MARTING, 46, is Vice President of Finance and Administration and
Chief Financial Officer of NTC. From 1991 to when he joined the Company in
December 1993, he worked as Director of Finance and Administration for Under Sea
Industries, Inc. From 1989 to 1990, he was Vice President of Finance & CFO of
Birchwood of Los Angeles. From 1981 to 1989, he was the Chief Financial Officer
of American National Corporation.

WILLIAM D. SAVAGE, 53, is Vice President of Operations. He joined NTC in
February 1994 as Director of Operations. From 1991 until joining the Company, he
was Vice President of Sales Administration and Customer Support for Excel
Telecommunications. From 1987 to 1991, he was senior manager of Sales and Local
Exchange Carrier Services for Allnet Communications. Mr. Savage has a strong
background in operations and managing high level data processing.

EXECUTIVE COMPENSATION

The following tables set forth certain information concerning cash and stock
option compensation paid or accrued by the Company for the years ended December
31, 1995, 1994 and 1993 to the Chief Executive Officer and to each of the five
most highly compensated executives of the Company whose aggregate cash
compensation, bonuses and stock option compensation exceeded $100,000. During
1995, Sam D. Schwartz, the Company's former Chairman, President and Chief
Executive Officer, received cash compensation of $220,000 based upon 11 months
of service. In addition, he received cash compensation of $240,000 as part of a
severance agreement with the Company [see "Certain Transactions - Reconstitution
of the Board of Directors"].

TOTAL CASH COMPENSATION
<TABLE>
<CAPTION>

Name of
Individual Position 1995 1994 1993
- ----------------- ----------------------------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Jerry W. Ballah Executive Vice President, NTC $360,537(1) $335,193(1) $120,000(2)

Edward R. Jacobs President and Chief Executive
Officer, NTC $292,499(3) $114,919(2) $120,000(2)

Richard A. Marting Vice President
and NTC $134,229(3) $102,998(2) --

William D. Savage Director of Operations, NTC $134,542(3) -- --

Stephen A. Caswell Vice President, Incomnet $80,000(2) -- --

Melvyn Reznick President and Chief Executive
Officer, Incomnet $15,234(4) -- --

</TABLE>

(1) Includes cash bonuses of $120,537 in 1995 and $95,193 in 1994.
(2) All compensation was received as cash in the form of salary.
(3) Includes cash bonus and taxable portion of premiums on life insurance
policies of $57,526 for Mr. Jacobs, $14,229 for Mr. Marting and $14,542 for
Mr. Savage.
(4) Consists of cash compensation for one month of service based upon an annual
salary of $182,800 per year.

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<PAGE>

TOTAL STOCK OPTION COMPENSATION

Name of
Individual Position 1995 1994 1993
- ----------------- ----------------------------- ---------- ---------- ----------
<S> <C> <C> <C> <C>

Edward R. Jacobs President and Chief Executive
Officer, NTC $2,343,759(1) -- --

Stephen A. Caswell Vice President, Incomnet $996,599(2) -- --

Jerry W. Ballah Executive Vice President, NTC $441,000(3) -- --

</TABLE>

(1) Consists of 150,000 stock options at $5.00 per share exercised on July 25,
1995 when the stock was priced at 20-5/8, bringing the Company $750,000. This
stock was not sold at the time of exercise. The Company issued a loan to the
employee associated with this transaction [see "Certain Transactions - Notes
Receivable from Officers"].

(2) Consists of 89,582 stock options exercised at $5.00 per share on April 4,
1995 when the stock was priced at 16-1/8, bringing the Company $447,910. This
stock was not sold at the time of exercise. The Company issued a loan to the
employee associated with this transaction [see "Certain Transactions - Notes
Receivable from Officers"].

(3) Consists of 100,00 stock options exercised at $8.50 per share on May 26,
1995 when the stock was priced at 12-29/32, bringing the Company $850,000. This
stock was not sold at the time of exercise. The Company issued a loan to the
employee associated with this transaction [see "Certain Transactions - Notes
Receivable from Officers"].

STOCK OPTIONS & WARRANTS

In August 1994, the Company authorized a stock option plan for executives,
directors, key employees and key consultants that allowed 1,800,000 shares to be
granted. This stock option plan was approved by shareholders at its Annual
Meeting held on May 16, 1995. On February 5, 1996, the Board of Directors
authorized to replace the prior stock option plan with a new plan. All stock
options approved in the previous plan have either been or are expected to be
returned to the Company.

-6-

<PAGE>

Options approved under the previous plan are as follows:

Employee Number Base Price Disposition
- ---------------- --------- ----------- ---------------------------------
<S> <C> <C> <C>
Edward Jacobs 1,200,000 $10.00 Still held. These options will be
returned uponthe adoption of
a separate stock option program
for National Telephone &
Communications that is a part of
a recent agreement that NTC will become
a public corporation [see "Certain
Relationships -- Management
Incentive Agreement With National
Telephone Communications, Inc. (NTC)."]

Sam D. Schwartz 250,000 $11.00 Returned to Company for the return of
short-swing profits [see "Certain
Relationships - Reconstitution of the
Board of Directors."].

Joel W. Greenberg 35,000 $10.00 Returned to the Company. Were reissued
as warrants with an at exercise price of
$4.87 per share.

Rita Schwartz 35,000 $10.00 Returned to the Company. Were reissued as
warrants with an at exercise price of $4.87
per share.

Stephen A. Caswell 25,000 $10.00 Returned to the Company.

</TABLE>

HOLDINGS

The following stock options and warrants are held by the following directors and
executives. The table does not include 1,200,000 stock options held by Edward R.
Jacobs as disclosed above that the Company expects will be returned upon
adoption of a separate stock option plan by National telephone & Communications,
Inc. [see "Certain Relationships - Management Incentive Agreement With National
Telephone Communications, Inc. (NTC)."].

Potential Realizable
Value at Assumed Annual
Rates of Stock Price
Exercise or Date of Appreciation for Term
Employee Type Number Base Price Expiration 5% 10%
- ----------------- -------- ---------- ----------- ------------------ ------- -------
<S> <C> <C> <C> <C> <C> <C>
Melvyn Reznick options 25,000(1) 4.87 2/28/01 $33,637 $74,330
options 100,000(1) 4.87 4/5/01 134,549 297,318
options 25,000(1) 4.87 5/31/01 33,637 74,330
options 25,000(1) 4.87 8/31/01 33,637 74,330
options 25,000(1) 4.87 11/30/01 33,637 74,330
options 25,000(1) 4.37 2/28/02 30,184 66,698
options 25,000(1) 4.37 5/31/02 30,184 66,698
options 50,000(1) 4.37 5 years from vesting 60,368 133,396
options 200,000(2) 4.87 4/5/01 269,098 594,637
Stephen A. Caswell options 50,000(3) 4.37 5 years from vesting 60,368 133,396
Albert Milstein options 25,000(3) 4.37 4/5/01 33,637 74,330
25,000(3) 4.37 1/1/02 33,637 74,330
Nancy Zivitz options 25,000(3) 4.37 2/5/01 33,637 74,330
25,000(3) 4.37 1/1/02 33,637 74,330
Joel Greenberg options 25,000(3) 4.37 4/5/01 30,250 66,851
Richard A. Marting warrants 50,000 8.50 5/27/97 66,991 140,675
William D. Savage warrants 50,000 8.50 5/27/97 66,991 140,675
</TABLE>

(1) These options were issued pursuant to an employment contract between Mr.
Reznick and Incomnet (see "Employment Agreement Between Melvyn Reznick and
Incomnet").

(2) These options were issued for exemplary service to the Company and because
Mr. Reznick has signed a personal guarantee for a line of credit for the Company
in the amount of $750,000. The line of credit is necessary for the Company to
continue its operations. As of April 26, 1996, the Company has drawn down
$515,000 on this line of credit [see "Certain Transactions --Guarantee of Line
of Credit".]

(3) These options are not vested until approved by the shareholders [see
"Ratification of Stock Option Program for Officers, Directors, Employees and Key
Consultants"].

-7-

<PAGE>

GRANTS

The following stock options and warrants were granted to the following directors
and executives in 1995.

<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed Annual
Rates of Stock Price
Exercise or Date of Appreciation for Term
Employee Type Number Base Price Expiration 5% 10%
- ----------------- -------- ---------- ----------- ------------------ ------- -------
<S> <C> <C> <C> <C> <C> <C>
Melvyn Reznick options 25,000(1) 4.87 2/28/01 $33,637 $74,330
options 100,000(1) 4.87 4/5/01 134,549 297,318
options 25,000(1) 4.87 5/31/01 33,637 74,330
options 25,000(1) 4.87 8/31/01 33,637 74,330
options 25,000(1) 4.87 11/30/01 33,637 74,330
options 25,000(1) 4.37 2/28/02 30,184 66,698
options 25,000(1) 4.37 5/31/02 30,184 66,698
options 50,000(1) 4.37 5 years from vesting 60,368 133,396
options 200,000(2) 4.87 4/5/01 269,098 594,637
Stephen A. Caswell options 50,000(3) 4.37 5 years from vesting 60,368 133,396
Albert Milstein options 25,000(3) 4.37 4/5/01 33,637 74,330
25,000(3) 4.37 1/1/02 33,637 74,330
Nancy Zivitz options 25,000(3) 4.37 2/5/01 33,637 74,330
25,000(3) 4.37 1/1/02 33,637 74,330
Joel Greenberg options 25,000(3) 4.37 4/5/01 30,250 66,851
</TABLE>

(1) These options were issued pursuant to an employment contract between Mr.
Reznick and Incomnet (see "Employment Agreement Between Melvyn Reznick and
Incomnet").

(3) These options are not vested until approved by the shareholders [see
"Ratification of Stock Option Program for Officers, Directors, Employees and Key
Consultants"].

BOARD REPORT ON EXECUTIVE COMPENSATION

The Executive Compensation Committee (the "Committee") is responsible for
developing the Company's executive compensation strategy . The Committee is
composed of Stephen A. Caswell, Albert Milstein and Nancy Zivitz.

The Committee is charged with reviewing and approving compensation of the
Company's executives each year. The Committee's recommendations are implemented
and administered by management. Recommendations of base salary are based upon
the performance of the individual. In 1995, the Company signed an employment
contract with Melvyn Reznick, the President of Incomnet (see " Employment
Agreement Between Melvyn Reznick and Incomnet"). The Company has one other
employment contracts with an employee, Edward R. Jacobs, which was signed in
1994. Because Mr. Milstein and Ms. Zivitz joined the Board in November 1995, the
Compensation Committee did not negotiate the contract with Mr. Reznick.

In addition to base salaries, the Committee recommends the grant of restricted
stock warrants as a means of rewarding performance and providing incentives for
future performance and, in 1994, approved an incentive stock option program for
officers, directors, employees, and key outside consultants (see "Stock Option
Program for Officers, Directors, Employees and Key Consultants"). Warrants were
granted in 1995 to two executives and outside directors for future performance.

The Chief Executive Officer of the Company is Melvyn Reznick. The chart on
Company's stock performance (see "Company Performance") shows a graph of the
cumulative total return of the Company's stock January 1988.

Submitted by the Compensation Committee

Stephen A. Caswell
Albert Milstein

-8-

<PAGE>

Nancy Zivitz

COMPANY PERFORMANCE

The following graph shows a six year comparison of cumulative total returns for
the Company's common stock, the NASDAQ Composite Stock Index and the NASDAQ
Telecommunications Stock ("NASDAQ-Telecom") index. The comparison covers the
value of the indices as of the end of each quarter from December 31, 1987
through December 31, 1994. The total cumulative return on investment (change in
the year end stock price plus reinvested dividends) for each of the periods for
the Company's common stock, the NASDAQ Composite Index and the NASDAQ-Telecom
index is based on the stock price or composite index at the end of 1987.

<TABLE>
<CAPTION>
Dec 87 Mar 88 Jun 88 Sep 88 Dec 88 Mar 89 Jun 89 Sep 89 Dec 89 Mar 90 Jun 90 Sep 90 Dec 90
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NASDAQ 100 113.9 121.1 120.3 118.7 127.5 137.4 149.6 143.9 139 148.2 111.3 122.2
NASDAQ Telecom 100 108.2 121.9 137.3 147.8 178.9 218.4 239.7 232.9 195 211.9 146.2 156.9
Incomnet 100 200 200 333.3 433.3 500 500 600 566.7 486.7 355.7 300 286.7

Mar 91 Jun 91 Sep 91 Dec 91 Mar 92 Jun 92 Sep 92 Dec 92 Mar 93 Jun 93 Sep 93 Dec 93 Mar 94
NASDAQ 158.7 156.9 175.1 198.1 202.2 188.3 195.9 228 232.3 238.7 256.5 260.2 249.5
NASDAQ Telecom 187.1 183.5 207.4 215.5 221.6 220.2 226 265.9 295.5 339.4 399.6 409.8 353.4
Incomnet 300 533.3 533.3 1267 1433 1257 1357 1767 1500 2267 1967 2100 2267

Jun 94 Sep 94 Dec 94 Mar 95 Jun 95 Sep 95 Dec 95
NASDAQ 237.5 257.5 254.6 284 324.6 384 366.3
NASDAQ Telecom 339.4 370.3 339.5 353 373.3 425.1 405.3
Incomnet 3257 3800 4857 4800 5000 3587 1533

</TABLE>

EMPLOYMENT AGREEMENT BETWEEN MELVYN REZNICK AND INCOMNET

On November 30, 1995, the Company entered into a two year Employment Agreement
with Melvyn Reznick pursuant to which Mr. Reznick became the President and a
director of the Company. Mr. Reznick is also a director of RCI. Pursuant to
the Employment Agreement, Mr. Reznick is paid an annual salary of $175,000 and
has been granted stock options to purchase 300,000 shares of the Company's
common stock at an exercise price of $4.87 per share for a period of five years
from the date of vesting. The stock options vest according to the following
schedule: 25,000 options on February 28, 1996, 25,000 on May 31, 1996, 25,000
on August 31, 1996, 25,000 on November 30, 1996, 100,000 upon RCI earning
cumulative net profits in four or less consecutive fiscal quarters of $1.5
million before taxes and before the Company's acquisition amortization relating
to RCI, and 100,000 upon RCI earning cumulative net profits in four or less
consecutive fiscal quarters of $2 million before taxes and before the Company's
acquisition amortization relating to RCI. The vesting of the 200,000 options,
which are based on the financial performance of RCI, may accelerate upon a sale,
spin-off or similar transaction relating to RCI. The Company has agreed to
indemnify Mr. Reznick to the extent that indemnification of officers and
directors is permitted under California law.

-9-

<PAGE>

RATIFICATION OF STOCK OPTION PROGRAM FOR OFFICERS, DIRECTORS, EMPLOYEES AND KEY
CONSULTANTS

At the 1995 Annual Meeting of Shareholders held on May 16, 1995, the
shareholders approved Stock Option Program for Officers, Directors, Employees
and Key Consultants ("Option Plan") that was adopted by the Company's Board of
Directors on August 29, 1994. The Board of Directors has adopted a new plan that
will replace the previous plan. The Board proposes to terminate the Stock Option
Program for Officers, Directors, Employees and Key Consultants adopted on May
16, 1995 and to adopt a new Stock Option Program for Officers, Directors,
Employees and Key Consultants. The new plan is as follows:

INCOMNET, INC.
STOCK OPTION PLAN
FOR DIRECTORS AND EMPLOYEES OF AND KEY CONSULTANTS TO

INCOMNET, INC.
AND ITS SUBSIDIARIES

1. PURPOSE. The purpose of this Stock Option Plan is to promote the
interests of Incomnet, Inc. ("Company") and its shareholders by enabling it to
offer stock options to better attract, retain, and reward directors and
employees of and key consultants to the Company, its present subsidiaries,
National Telephone Communications, Inc. and Rapid Cast, Inc. and any other
future subsidiaries that may qualify under the terms of this Plan. The goal is
to strengthen the mutuality of interests between those persons and the
shareholders of the Company by providing those persons with a proprietary
interest in pursuing the Company's long-term growth and financial success.

2. DEFINITIONS. For purposes of this Plan, the following terms shall
have the meanings set forth below.

(a) "Board" means the Board of Directors of Incomnet, Inc.

(b) "Code" means the Internal Revenue Code of 1986, as amended.
Reference to any specific section of the Code shall be deemed to be a
reference to any successor provision of the Code.

(d) "Common Stock" means the common stock of the Company or any
security issued in substitution, exchange, or in lieu thereof.

(e) "Company" means Incomnet, Inc., a California corporation, or any
successor corporation. Except where the context indicates otherwise, the
term "Company" shall include its Parent and Subsidiaries.

(f) "Director" means any person who serves as a member of the Board
of Directors of Incomnet, Inc. "Outside Director" means any person who
serves as a member of the Board of Directors of Incomnet, Inc. and is not a
full-time employee of Incomnet, Inc. or its subsidiaries.

(g) "Disabled" means permanent and total disability, as defined in
Code Section 22(e)(3).

(h) "Employee" means any person who is employed by Incomnet, Inc. or
its subsidiaries on a full or part-time basis, so that they have income
taxes withheld and are eligible to participate in employee benefits
programs.

(i) "Exchange Act" means the Securities Exchange Act of 1934.

(j) "Fair Market Value" per share means, on any given date:

(i) The last sale price of the Common Stock on the National
Association of Securities Dealers Automated Quotation National
Market System ("NMS") or in case no such reported sale takes
place, the average of the closing bid and ask prices on such
date; or

(ii) If not quoted on the NMS, the average of the closing bid and
ask prices of the Common Stock on the National Association of
Securities Dealers Automated Quotation System ("NASDAQ") or any
comparable system.

-10-

<PAGE>
(k) "Incentive Stock Option" means an option to purchase shares of
Common Stock that is intended to be an incentive stock option within the
meaning of Section 422 of the Code.

(l) "Insider" means a person who is subject to the provisions of
Section 16 of the Exchange Act.

(m) "Key Consultant" means a person who is engaged by Incomnet, Inc.
or its Subsidiaries as a non-employee to perform tasks on a contractual
basis over a sufficient period of time that he or she satisfies the
eligibility criteria set forth by the Securities and Exchange Commission
for a non-employee to participate in a registered stock option plan.

(n) "Non-Qualified Stock Option" means any option to purchase shares
of Common Stock that is not an Incentive Stock Option.

(o) "Officer" is an employee of Incomnet, Inc. or its Subsidiaries
who is granted the authority to commit the corporation to binding
agreements and to function as one of the executives of Incomnet or its
Subsidiaries.

(p) "Option" means an Incentive Stock Option or a Non-Qualified Stock
Option.

(q) "Parent" shall mean any corporation (other than the Company) in
an unbroken chain of corporations ending with the Company if each of the
corporations (other than the Company) owns stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock in
one of the other corporations in the chain, as determined in accordance
with the rules of Section 424(e) of the Code.

(r) "Participant" means a person who has been granted an Option.

(s) "Plan" means this Incomnet, Inc. Stock Option Plan for Directors
and Employees of and Key Consultants to Incomnet, Inc. and its
Subsidiaries, as it may be amended from time to time.

(t) "Severance" means, with respect to a Participant, the
termination of the Participant's provision of services to the Company as an
employee or director, whether by reason of death, disability, or any other
reason. A Participant who is on a leave of absence that exceeds ninety
(90) days will be considered to have incurred a Severance on the ninety-
first (91st) day of the leave of absence, unless the Participant's rights
to reemployment or reappointment are guaranteed by statute or contract.

(u) "Subsidiary" means any corporation or entity in which the
Company, directly or indirectly, controls fifty percent (50%) or more of
the total voting power of all classes of its stock having voting power, as
determined in accordance with the rules of Code Section 424(f).

(v) "Ten Percent Shareholder" means any person who owns (after
taking into account the constructive ownership rules of Section 424(d) of
the Code) more than ten percent (10%) of the stock of the Company.

3. ADMINISTRATION.

(a) This Plan shall be administered by a Committee appointed by the
Board. The Board may remove members from, or add members to, the Committee
at any time.

(b) The Committee shall be composed of the members of the
Compensation Committee of the Company's Board of Directors and any other
members that the Board of Directors sees fit to appoint. Because the
members of the Committee may not meet the requirements as "Disinterested
Persons" within the meaning of Rule 16(b) promulgated under the Exchange
Act, all stock option awards to officers of the Company, whether incentive
or non-qualified options, will be defined within a formula as set forth
under Rule 16(b)-3(c)(2)(ii), or the Committee will be reconstituted with
different members in order to satisfy the requirement for "Disinterested
Persons" to approve all stock option awards which are not based on a
formula, as required by Rule 16(b)-3(c)(2)(i).

(c) The Committee may conduct its meetings in person or by telephone.
A majority of the members of the Committee shall constitute a quorum, and
any action shall constitute action of the Committee if it is authorized by:

(i) A majority of the members present at any meeting; or

(ii) The unanimous consent of all of the members in writing
without a meeting.

-11-
<PAGE>

(d) The Committee is authorized to interpret this Plan and to adopt
rules and procedures relating to the administration of this Plan. All
actions of the Committee in connection with the interpretation and
administration of this Plan shall be binding upon all parties.

(e) The Committee may designate persons other than members of the
Committee to carry out its responsibilities under such conditions and
limitations as it may prescribe, except that the Committee may not delegate
its authority with regard to the granting of Options to Insiders.

(f) Subject to the limitations of Section 13 below, the Committee is
expressly authorized to make such modifications to this Plan as are
necessary to effectuate the intent of this Plan as a result of any changes
in the tax, accounting, or securities laws treatment of Participants and
the Plan.

4. DURATION OF PLAN.

(a) This Plan shall be effective as of February 5, 1996, the date of
its adoption by the Board, provided this Plan is approved by the majority
of the Company's shareholders, in accordance with the provisions of Code
Section 422, on or prior to twelve (12) months after its adoption. In the
event that this Plan is not so approved, this Plan shall terminate and any
Options granted under this Plan to an Insider shall be void and have no
further effect if the issuance of those Options would result in Section
16(b) liability to the Insider.

(b) This Plan shall terminate on February 5, 2006, except with
respect to Options then outstanding.

5. NUMBER OF SHARES.

(a) The aggregate number of shares of Common Stock which may be
issued pursuant to this Plan shall be one million three hundred thousand
(1,300,000). This aggregate number may be adjusted from time to time as
set forth in Section 13 of this Plan.

(b) Upon the expiration or termination of an outstanding Option which
shall not have been exercised in full, any shares of Common Stock remaining
unissued shall again become available for the granting of additional
Options.

6. ELIGIBILITY. Persons eligible for Options under this Plan shall be
limited to the directors and employees of and key consultants to Incomnet, Inc.
and its Subsidiaries.

7. FORM OF OPTIONS. Options granted under this Plan may be Incentive
Stock Options or Non-Qualified Stock Options. Options shall be subject to the
following terms and conditions:

(a) Options may be granted under this Plan on such terms and in such
form as the Committee may approve, which conditions shall not be
inconsistent with the provisions of this Plan.

(b) The exercise price per share of Common Stock purchasable under an
Option shall be set forth in the Option. The exercise price of an option,
determined on the date of the grant, shall be no less than:

(i) One hundred ten percent (110%) of the Fair Market Value of
the Common Stock in the case of a Ten Percent Shareholder;
or

(ii) One hundred percent (100%) of the Fair Market Value of the
Common Stock in the case of any other employee.

(c) An Option shall be exercisable at such time or times and be
subject to such terms and conditions as may be set forth in the Option.

(d) The Committee may modify an existing Option, including the right
to:

(i) Accelerate the right to exercise it;

(ii) Extend or renew it; or

(iii) Cancel it and issue a new Option.

-12-
<PAGE>

(e) No modification may be made pursuant to Paragraph (d) above to an
Option that would impair the rights of the Participant holding the Option
without his or her consent.

(i) Whether a modification of an existing Incentive Stock Option
will be treated as the issuance of a new Incentive Stock
Option will be determined in accordance with the rules of
Section 424(h) of the Code.

(ii) Whether a modification of an existing Option will require
shareholder approval will be determined in accordance with
Rule 16(b)-3.

(f) The aggregate Fair Market Value (determined as of the date of
grant) of the number of shares of Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by a Participant
during any calendar year shall not exceed one hundred thousand dollars
($100,000) or such other limit as may be required by Code Section 422.
Should anyone exercise Incentive Stock Options that exceed this limit, such
options will be treated as non-qualified stock options for tax purposes.

8. ISSUANCE OF OPTIONS.

(a) The following Incentive Stock Options are hereby granted to the
persons and on the terms and conditions set forth in the following table
and its footnotes:

NAME OF GRANTEE NUMBER OF DATE OF VESTING EXERCISE EXPIRATION
OPTIONS GRANTS SCHEDULE PRICE DATE
<S> <C> <C> <C> <C> <C>
Joel Greenberg 25,000 2/5/96 25,000: 4/5/96 $4.37(1) 3/5/2001

Melvyn Reznick 500,000 11/30/95 25,000: 2/28/96* $4.87(2) 2/28/2001
2/5/96 100,000: 4/5/96* $4.37(1) 4/5/2001
11/30/95 25,000: 5/31/96* $4.87(2) 5/31/2001
11/30/95 25,000: 8/31/96* $4.87(2) 8/31/2001
11/30/95 25,000: 11/30/96* $4.87(2) 11/30/2001
2/5/96 25,000: 2/28/97* $4.37(1) 2/28/2002
2/5/96 25,000: 5/31/97* $4.37(1) 5/31/2002
2/5/96 50,000: (4) $4.37(1) (4)
11/30/95 100,000: (3) $4.87(2) (3)
11/30/95 100,000: (3) $4.87(2) (3)
Nancy Zivitz 50,000 2/5/96 25,000: 2/5/96 $4.37(1) 2/5/2001
25,000: 1/1/97 1/1/2002
Albert Milstein 50,000 2/5/96 25,000: 4/5/96 $4.37(1) 3/5/2001
25,000: 1/1/97 1/1/2002
Stephen A. Caswell 50,000 2/5/96 25,000: (3) (3)
25,000: (3) (3)
Mark Richardson 30,000 2/5/96 15,000: 4/5/96 $4.37(1) 3/5/2001
15,000: 1/1/97 1/1/2002
</TABLE>

* See footnote 2, subparagraphs (a) and (b) for circumstances under which
the vesting of these options may accelerate.

-13-
<PAGE>

(1) The exercise price is equal to the last sale price of the stock on the
over-the-counter NASDAQ Small Capital Market on the date of the issuance of
the options. Each stock option will confer upon the holder the right to
purchase one share of the Company's common stock for a price of $4.37 per
share at any time from the vesting date to the expiration date.

(2) The exercise price is equal to the last sale price of the stock on the
over-the-counter NASDAQ Small Capital Market on the date of the issuance of
the options. These stock options were granted to Melvyn Reznick on
November 30, 1995 pursuant to his Employment Agreement and confer upon the
holder the right to purchase one share of the Company's common stock for a
price of $4.87 per share at any time from the vesting date to the
expiration date.

(3) These Options are exercisable for a period of five years after the Options
vest (and thereby become exercisable) as described below. The Options
granted to the grantee will vest and thereby become exercisable according
to the following schedule, provided that in order for the Options to vest
in each case, grantee must, at the time of scheduled vesting, be providing
services to the Company as an officer or director, and in the case of
Melvyn Reznick, his Employment Agreement must not have been terminated
other than as described in Section 15 of said Agreement: 100,000 Options in
the case of Mr. Reznick and 25,000 Options in the case of Mr. Caswell, upon
Rapid Cast, Inc. ("RCI") earning cumulative net profits in four or less
consecutive fiscal quarters (commencing on October 1, 1996) aggregating
$1.5 million before taxes and before the Company's acquisition amortization
relating to RCI, and 100,000 Options in the case of Mr. Reznick and 25,000
Options in the case of Mr. Caswell, upon RCI earning cumulative net profits
in four or less consecutive fiscal quarters aggregating $2 million before
taxes and before the Company's acquisition amortization relating to RCI;
provided, however, that (a) in the case of Mr. Reznick, all nonvested
Options which do not depend on the financial performance of RCI shall
immediately become vested and thereby exercisable upon the sale or spin-off
of 51% or more of the outstanding capital stock or assets of the Company
other than RCI assets, or the merger of the Company, so long as such
transaction is specifically authorized by the Company's Board of Directors
and, if required by law, the Company's shareholders; and (b) in the case of
Mr. Reznick, to the extent that less than 51% of the outstanding capital
stock or assets of the Company other than RCI assets are sold or spun-off,
a pro rata portion of the unvested Options, not including those Options
where vesting depends on the financial performance of RCI, shall
immediately become vested (beginning with Options scheduled to be vested on
November 30, 1996 and progressing from that date to earlier vesting dates
on a sequential basis) equal to a ratio, the numerator of which is the
percentage of outstanding capital stock or assets of the Company sold or
spun-off, and the denominator of which is 51%; and (c) in the case of Mr.
Reznick and Mr. Caswell, if the Company sells or spins-off 100% of its
ownership of RCI, then all of their nonvested Options where vesting depends
on the financial performance of RCI will immediately become vested and
thereby exercisable, and to the extent that less than 100% of the Company's
ownership of RCI is sold or spun-off, a pro rata portion of the nonvested
Options which depend on the financial performance of RCI shall immediately
become vested (beginning with those tied to $1.5 million in net profits and
progressing to those tied to $2.0 million in net profits) equal to a ratio,
the numerator of which is the percentage of the Company's ownership of RCI
which is sold or spun-off, and the denominator of which is 100% of the
Company's ownership of RCI. Options which vest because of the occurrence
of a transaction will vest at least 30 days prior to the record date for
shareholders to be deemed to own their shares for the purpose of the
transaction to enable the holders of the stock Options to exercise them
prior to said record date. Once Mr. Caswell ceases to be an officer or
director, or Mr. Reznick's Employment Agreement is terminated otherwise
than as described in Section 15 of said agreement respectively, then in
each respective case, their nonvested Options will automatically and
immediately be cancelled and be of no further force or effect. Mr.
Reznick's Options are otherwise subject to his Employment Agreement with
the Company, dated as of November 27, 1995, as amended on February 5, 1996.

(4) These Options vest when the registration statement for RCI's initial public
offering becomes effective with the Securities and Exchange Commission, and
expire five years thereafter.

(b) The terms and conditions of any other Options granted pursuant to
this Plan, and whether or not said Options will be Incentive Stock Options
or Non-Qualified Stock Options, will be determined by the Committee and the
full Board of Directors, in compliance with Rule 16(b)-3(c)(2)(i) or Rule
16(b)-3(c)(2)(ii) - Disinterested Administration.

(c) The provisions in Section 8 may not be amended more than once
every six months, other than to comply with changes in relevant federal
statutes as specified in Rule 16(b)-3(c)(2)(i) - Disinterested
Administration.

9. VESTING REQUIREMENT AND PERFORMANCE THRESHOLD.

The vesting requirements, performance thresholds and other terms and
conditions of additional Options which may be granted under this Plan from time
to time, if any, will be determined and approved by the Committee and the full
Board of Directors and, if required, (i) the Committee will be composed of
"Disinterested Persons" as required by Rule 16(b)-3(c)(2)(i), or the option
awards will be based on a formula as required by Rule 16(b)-3(c)(2)(ii);
provided, that in all cases unvested Options will automatically expire and be
cancelled on the date of the Severance of an Employee or Insider who holds such
Options.

10. TERMINATION OF OPTIONS.

-14-
<PAGE>

(a) Except to the extent the terms of an Option require its prior
termination, each Option shall terminate on the earliest of the following
dates.

(i) The date which is ten (10) years from the date on which the
Option is granted or five (5) years from the date of grant
in the case of an Incentive Stock Option granted to a Ten
Percent Shareholder.

(ii) If the Participant was Disabled at the time of Severance,
the date of the Severance of the Participant to whom the
Option was granted, with respect to unvested Options, and
the date which is one (1) year from the date of the
Severance, with respect to vested Options.

(iii) The date of Severance of the Participant to whom the
Option was granted, with respect to unvested Options, and
the date which is one (1) year from the date of the
Severance of the Participant to whom the Option was granted,
with respect to vested Options, if his or her death occurs:

A. While he or she is employed by the Company; or

B. Within three (3) months following his or her Severance
with respect to vested Options.

(iv) In the case of any Severance other than one described in
Subparagraphs (ii) or (iii) above, the date of the
Participant's Severance, with respect to unvested Options,
and the date that is three (3) months from the date of the
Participant's Severance, with respect to vested Options.

11. NONTRANSFERABILITY OF OPTIONS.

(a) During the lifetime of the Participant, each Option is
exercisable only by the Participant.

(b) No Option under this Plan shall be assignable or transferable,
except by will or the laws of descent and distribution.

12. ADJUSTMENTS.

(a) In the event of any change in the capitalization of the Company
affecting its Common Stock (e.g., a stock split, reverse stock split, stock
dividend, combination, recapitalization, or reclassification), the
Committee shall authorize such adjustments as it may deem appropriate with
respect to:

(i) The aggregate number of shares of Common Stock for which
Options may be granted under this Plan;

(ii) The number of shares of Common Stock covered by each
outstanding Option; and

(iii) The exercise price per share in respect of each
outstanding Option.

(b) The Committee may also make such adjustments in the event of a
spin-off or other distribution (other than normal cash dividends) of
Company assets to shareholders.

13. AMENDMENT AND TERMINATION. The Board may at any time amend or
terminate this Plan. The Board may not, however, without the approval of the
majority-in-interest of the shareholders of the Company, amend the provisions of
this Plan regarding:

(a) The class of individuals entitled to receive Incentive Stock
Options.

(b) The aggregate number of shares of Common Stock that may be issued
under the Plan, except as provided in Section 12 of this Plan.

(c) To the extent necessary to comply with Rule 16(b)-3 under the
Exchange Act, the Board may not make any amendment without
approval of the majority-in-interest of the shareholders of the
Company that would:

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<PAGE>

(i) Materially increase the aggregate number of shares of Common
Stock which may be issued to Insiders (except for
adjustments under Section 12 of this Plan);

(ii) Materially modify the requirements as to the eligibility of
Insiders to participate; or

(iii) Materially increase the benefits accruing to Insiders
under this Plan.

14. TAX WITHHOLDING.

(a) The Company shall have the right to take such actions as may be
necessary to satisfy its tax withholding obligations relating to the
operation of this Plan.

(b) If Common Stock is used to satisfy the Company's tax withholding
obligations, the stock shall be valued based on its Fair Market Value when
the tax withholding is required to be made.

15. NO ADDITIONAL RIGHTS.

(a) The existence of this Plan and the Options granted hereunder
shall not affect or restrict in any way the power of the Company to
undertake any corporate action otherwise permitted under applicable law.

(b) Neither the adoption of this Plan nor the granting of any Option
shall confer upon any Participant the right to continue performing services
for the Company, nor shall it interfere in any way with the right of the
Company to terminate the services of any Participant at any time, with or
without cause.

(c) No Participant shall have any rights as a shareholder with
respect to any shares covered by an Option until the date a certificate for
such shares has been issued to the Participant following the exercise of
the Option.

16. SECURITIES LAW RESTRICTIONS.

(a) No shares of Common Stock shall be issued under this Plan unless
the Committee shall be satisfied that the issuance will be in compliance
with applicable federal and state securities laws.

(b) The Committee may require certain investment or other
representations and undertakings by the Participant (or other person
acquiring the right to exercise the Option by reason of the death of the
Participant) in order to comply with applicable law.

(c) Certificates for shares of Common Stock delivered under this Plan
may be subject to such restrictions as the Committee may deem advisable.
The Committee may cause a legend to be placed on the certificates to refer
to these restrictions.

17. INDEMNIFICATION. To the maximum extent permitted by law, the Company
shall indemnify each member of the Board and of the Committee, as well as any
other Employee of or Key Consultant to the Company with duties under this Plan,
against expenses (including any amount paid in settlement) reasonably incurred
by him or her in connection with any claims against him or her by reason of the
performance of his or her duties under this Plan, unless the losses are due to
the individual's gross negligence or lack of good faith.

18. GOVERNING LAW. This Plan and all actions taken thereunder shall be
governed by and construed in accordance with the laws of the State of
California.

INCOMNET, INC.
a California Corporation

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE
OPTION PLAN.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

MANAGEMENT INCENTIVE AGREEMENT WITH NATIONAL TELEPHONE COMMUNICATIONS, INC.
(NTC)

On February 6, 1996, the Company entered into an agreement with its 100 percent-
owned subsidiary, National Telephone & Communications, Inc. NTC pursuant to
which it agreed to permit NTC to do a public underwriting of its common stock in
the future.

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<PAGE>

The underwriting would be implemented if NTC receives a firm
commitment from a reputable regional or national investment banking firm. The
Company also agreed to create three stock option plans for the management,
employees and independent sales representatives of NTC. The exercise price of
all options issued under such plans will be the higher of $5.00 per share or the
fair market appraisal value of NTC shares as of the date of the grant of the
options. The options will be granted and become exercisable only if NTC becomes
a public reporting company and its stock is publicly traded. The options will
be granted pursuant to a stock option plan meeting the requirements of Section
16(b)(3) of the Securities Exchange Act of 1934, as amended, and the plans will
be registered on Form S-8 under the Securities Act of 1933, as amended.

Pursuant to one plan, up to 15% of NTC's outstanding shares, after taking into
account the issuance of all shares pursuant to all three plans, will be reserved
for issuance pursuant to options granted to key independent sales
representatives of NTC. The options under this plan will vest as follows: one-
third when NTC achieves gross revenues in excess of $30 million in any calendar
quarter prior to January 1, 1997, and the remaining two-thirds only if NTC
achieves (a) revenues in excess of $115 million in any calendar quarter ending
prior to January 1, 1998, or (b) revenues in excess of $600 million in calendar
year 1998. If neither threshold is achieved but revenues for calendar year 1998
exceed $300 million, then the remaining two-thirds of the options will vest
according to the following schedule: 60% of the remaining options, if $500,000
million of revenues are achieved in 1998, 30% of the remaining options, if $400
million in revenues are achieved in 1998, and 10% of the remaining options, if
$300 million in revenues are achieved in 1998. The Board of Directors will
determine the grantees of the stock options under this plan.

Pursuant to the second plan, up to 10% of NTC's outstanding shares, after taking
into account the issuance of all shares pursuant to all three plans, will be
reserved for issuance to two senior executive officers and a key consultant of
NTC. The options issued to the two senior executive officers will be fully
vested on the date of grant (i.e. the date NTC's stock first becomes publicly
traded), while one-third of the options to be granted to the key consultant will
vest immediately upon grant, and two-thirds of such options will vest in
accordance with a schedule to be determined by NTC's Board of Directors.

Pursuant to the third plan, up to 10% of NTC's outstanding shares, taking into
account the issuance of all shares pursuant to all three plans, will be reserved
for issuance to current and future executive officers, employees and key
consultants of NTC. The options, once granted, will vest one-third based on the
time of service and two-thirds only if NTC achieves a total of $10 million in
pre-tax profits in any four consecutive calendar quarters prior to January 1,
1998. Only 25% of the options eligible for grant under this third plan may be
issued to the senior executive officers and consultant who are the beneficiaries
of the second stock option plan. The Board of Directors of NTC will determine
the grantees of the stock options under this plan.

Upon the creation of the three plans and issuance of options to Ed Jacobs and
Jerry Ballah, Mr. Jacobs will waive his rights to the remaining outstanding
warrants and options to purchase the Company's common stock which are provided
for in Mr. Jacobs' Employment Agreement and adopted by shareholders at the 1996
Annual Meeting of Shareholders as "Stock Option Program For Officers, Directors,
Employees and Key Consultants." See the Company's Proxy Statement for its 1996
Annual Meeting of Shareholders, filed with the Securities and Exchange
Commission on or about April 30, 1996.

The agreement with NTC also provides that upon NTC becoming a publicly traded
company, it will add four new independent outside directors to the existing
Board, which currently consists of three individuals. Initially, the Company
will have the right to select two of the new independent directors and NTC will
have the right to select the other two. After NTC's initial public offering,
the NTC Board of Directors will select future nominees for the NTC Board. The
independent directors will constitute the Audit and Compensation Committees of
NTC's Board of Directors. Until NTC becomes publicly traded, the NTC Board will
remain as currently constituted and certain transactions will require the
unanimous consent of the NTC Board members, including the terms of any public
offering of NTC's stock. The NTC Board currently consists of Edward Jacobs,
Jerry Ballah and Joel W. Greenberg, the Company's designee. Upon election of
its slate of directors at the Annual Meeting to be held on June 12, 1996, the
Company anticipates that the new Board would name a designee other that Joel W.
greenberg to serve on the Board of NTC, The Company has agreed to vote its
shareholdings in NTC for the NTC management slate of nominees. The timing and
terms of any public offering of NTC's stock is not known at this time, and there
is no assurance regarding when or if NTC will do its initial public offering.

ACQUISITION OF RAPID CAST, INC.

ACQUISITION - On February 8, 1995, the Company acquired 10,200,000 shares
representing 51% of the outstanding common stock of Rapid Cast, Inc. ("RCI"), a
private corporation headquartered in Louisville, Kentucky, for $15,000,000 cash
paid to RCI, 750,000 shares of the Company's common stock issued to RCI's
current stockholders ("Founding Stockholders"), and an additional 750,000 shares
of the Company's common stock that could be earned by RCI's Founding
Stockholders based upon the earnings of RCI during its first four full fiscal
quarters. On June 30, 1995 the Company's purchase agreement for RCI was amended
to provide for the immediate issuance of 600,000 shares of the Company's common
stock to the Founding Shareholders in lieu of their right to potentially earn up
to 750,000 shares. See "Acquisition of Rapid Cast, Inc.- Certain Transactions."
As part of the acquisition, the Company agreed that after the end of the fiscal
quarter in which RCI achieves cumulative pre-tax earnings of $1,250,000,
provided such earnings are achieved during the first four quarters after the
acquisition, it will spin off ("Spin Off") RCI as a public company by
registering RCI's shares with the Securities and Exchange Commission and by
providing to the Company's shareholders a dividend of a minimum of 25% of the
common stock of RCI now owned by the Company. In such event, RCI agreed to take
all reasonable steps in order to permit public trading of the Spin

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Off shares. RCI did not achieve the cumulative pre-tax earnings threshold in
its first three fiscal quarters after the acquisition, which would have
required the Company to implement the Spin-Off.

RCI has used $14,000,000 of the funds it received to acquire all of the
outstanding capital stock of Q2100, Inc. ("Q2100"), a company that owns a
proprietary technology for manufacturing single focal and bifocal eyeglass
lenses ("Lensystem"), as well as 15 fully assembled and 66 partially assembled
production line machines which incorporate this technology and which are
suitable for installation in retail optical stores. The system is named the
FastCast-TM- LenSystem. Q2100 was previously owned by Pearle, Inc. ("Pearle"),
which entered into a stock purchase agreement for the sale of 100% of Q2100 to
RCI on October 28, 1994. The purchase price payable by RCI under the stock
purchase agreement with Pearle was $15,000,000 in cash (less certain expenses),
of which $1,000,000 was paid by RCI on October 28, 1994 as a deposit, and the
balance of $14,000,000 was paid on the closing of the acquisition on February 8,
1995 from the proceeds of its stock issuance to the Company. As part of the
agreement, Pearle has assumed or discharged all liabilities of Q2100 prior to
the acquisition closing. As part of the agreement, RCI has also agreed that
after the acquisition it will make the technology available to Pearle and its
affiliates on a most favored nation basis. RCI is using the remaining $1,000,000
from the issuance of its stock to the Company to fund its operations.

FINANCING OF ACQUISITION - In order to pay the purchase price of the stock of
RCI, the Company provided $5,000,000 in cash and financed the balance by a
private placement of securities consisting of 10 Units. Each Unit consisted of
one convertible Note issued by the Company and one Warrant to purchase 100,000
shares of RCI common stock. Each Note was in the principal amount of $1,000,000
or fraction thereof, matured on January 31, 1996, and accrued interest at the
rate of 8% per annum. Interest was payable quarterly and at maturity or upon
conversion. Purchasers of seven of the Units, who are affiliates of RCI or
shareholders of the Company, waived interest accruals on the Notes included in
their Units.

On June 30, 1995, units representing $9,350,000 of the notes were converted at a
rate of $10 per share into 935,000 shares of the Company's common stock. An
additional $150,000 of the notes were converted at the rate of $10 per share
into 15,000 shares at the Company's common stock in July 1995. In January
1995, the remaining Note for $500,000 was repaid in full. The Company is
obligated to register the shares of its common stock issued upon the conversion
of the Notes which were not otherwise sold by those shareholders in transactions
under Regulation S in 1995. See footnote 11 to the Company's consolidated
financial statements. The Company is in the process of registering under the
Securities Act of 1933, as amended, the remaining 122,500 shares held by the
original Noteholders. In addition, in order to settle potential claims by
certain of those shareholders and the one Noteholder who did not convert his
Note into Shares, which could have been asserted because of the Company's
failure to register the underlying shares in 1995 as it had agreed, the Company
agreed to (i) issue and register 31,000 additional shares of common stock and
convey a Warrant to purchase 5,000 shares of RCI common stock to the Noteholder
who did not convert his shares, (ii) issue sufficient additional shares to said
prior Noteholder, if necessary, to ensure that on the effective date of the
registration of these shares, the prior Noteholder has $155,000 worth of the
Company's common stock, including the 31,000 shares, based on the average
closing market price of the Company's stock on the five trading days immediately
following the effective date of the registration statement, and (iii) to issue
to the holders of 32,500 shares who did convert their Notes, sufficient
additional shares of the Company's common stock, if necessary, to ensure that
they have an aggregate of $390,000 worth of the Company's stock on the effective
date of the registration statement, based on the average closing market price of
the Company's stock on the five trading days immediately preceding the effective
date of the registration statement. See "Item 3. Legal Proceedings - Claims By
Prior Noteholders."

The Warrants to purchase shares of RCI common stock are exercisable commencing
with the 35th business day (the "Start Date") on which securities of RCI are
first traded publicly, provided that the Start Date must occur on or before
December 31, 1998. The exercise price of the Warrants will be equal to 50% of
the average of the last reported sales price during the first 30 business days
after the Start Date. Securities of RCI will become publicly traded only if RCI
is spun off as a public corporation as anticipated under the terms of the
acquisition, or if RCI in its discretion determines to consummate a public
offering of its securities. The Warrants will expire 180 days after the date,
if any, on which they first become exercisable.

RCI will make such filings under the securities laws as are required to
effectuate the Spin Off. In addition, prior to the Spin Off (or the date on
which a Spin Off would have been required were shares of RCI not traded publicly
already), RCI will file a registration statement on Form S-1 for the public sale
of the shares issuable on exercise of the Warrants (the "RCI Registration
Statement"). RCI will use reasonable efforts to cause the RCI Registration
Statement to become effective simultaneously with the Spin Off, and to cause the
RCI Registration Statement to remain effective for not less than two years
following initial effectiveness except for periods during which the prospectus
included in the RCI Registration Statement is required to be amended or
supplemented. The registration will be accompanied by blue sky clearances in
New York, New Jersey and in up to five additional states selected by RCI. RCI
will pay all expenses of such registration other than underwriting discounts or
the fees of personal counsel to the Warrant Holders. RCI will supply to Warrant
Holders a reasonable number of copies of all registration materials and
prospectuses.

REGISTRATION RIGHTS - RCI has granted to the Company the right to demand
registration at RCI's cost of all of the Company's RCI shares which have not
been included in the Spin Off. The Company may demand this right only after
RCI's securities are publicly traded (whether as a result of the Spin Off or
otherwise) and only as to one-third of these shares in each of 1996, 1997 and
1998 on a cumulative basis. RCI has also granted to the Company piggyback
registration rights with respect to these shares after RCI's securities are
publicly traded.

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<PAGE>

RIGHT TO DESIGNATE DIRECTORS - The Company has the right to elect two of RCI's
five directors until the Spin Off, and one of RCI's five directors after the
Spin Off. Melvyn Reznick and Joel W. Greenberg are the Company's two designees
on the Board of RCI.

CERTAIN TRANSACTIONS - The current stockholders of RCI (the "Founding
Stockholders")other than the Company consist of persons related to Broad Capital
Associates, Inc. (the "Broad Group") who own 3,266,666 shares of RCI common
stock, and Larry Joel, Robert Cohen and persons related to them (the "CRJ
Group") who own 6,533,334 of RCI common stock. The Founding Stockholders
acquired these shares at a purchase price of approximately $.03 per share. The
Founding Stockholders and their affiliates as of December 31, 1994 loaned
approximately $1,348,982 to RCI, which amounts, together with any additional
loans which are thereafter made by them, will be payable July 31, 1996, together
with interest at 7% per annum. RCI may determine to prepay this indebtedness,
whether from the proceeds of the placement of the Units or otherwise. However,
until RCI's revenues from continuing operations aggregate at least $1,000,000 in
any three consecutive months, RCI may repay these loans only if the lenders
receiving repayment furnish or guaranty equivalent lines of credit for the
period until RCI achieves at least $1,000,000 in aggregate revenues over a
period of three consecutive months.

As part of the purchase price for the acquisition of 10,200,000 shares of RCI
common stock by the Company, the Company issued 750,000 shares of its common
stock to the Founding Stockholders on February 8, 1995. The Company also agreed
to issue to the Founding Stockholders a maximum of 750,000 additional shares of
the Company's common stock depending on RCI's pre-tax earnings during the first
four full fiscal quarters after the acquisition closing, which occurred on
February 8, 1995. On June 30, 1995, the Company renegotiated the terms of the
Agreement and issued to RCI's Founding Stockholders 600,000 unregistered shares
of its common stock in lieu of the maximum of 750,000 shares that were to be
issued based upon performance factors. The Company made this issuance because,
in its opinion, it believed that it was likely that RCI would meet its
performance requirements and, hence, attempted to reduce the potential dilution
of the Company's stock by 150,000 shares. Based on RCI's actual performance
during its first three fiscal quarters, no additional shares would have been
issued to the Founding Stockholders.

The exact number of additional shares of the Company's common stock which would
have been issuable to the Founding Stockholders under the original terms of the
acquisition agreement was to be calculated on the last day of each of RCI's
first and fourth fiscal quarters following the acquisition closing as follows:
(i) for the first quarter, by multiplying $7.5 million by a fraction, the
numerator of which was the net pre-tax earnings generated by RCI during such
first full fiscal quarter, and the denominator of which is $4.5 million, and
(ii) for the first four full fiscal quarters, by multiplying $7.5 million by a
fraction, the numerator of which was the aggregate net pre-tax earnings
generated by RCI during such four full fiscal quarters less the net pre-tax
earnings generated by RCI in the first full quarter, and the denominator of
which was $4.5 million. The products determined in (i) and (ii) above were then
to be divided by $12.50 per share to determine the number of additional shares
issuable to the Founding Stockholders, provided, that if any time during the
first four full fiscal quarters after February 8, 1995, RCI earned more than
$5.5 million in net pre-tax earnings, the value of each additional share for
calculation purposes would have been $10.00 rather than $12.50. No additional
shares will be issued.

NOTES RECEIVABLE FROM OFFICERS

Notes receivable from officers and shareholders arise from aggregate loans of
$1,072,240 made to three officers in connection with the exercise of their
options to purchase the Company's common stock. Two of the notes bear interest
at the rate of 5.65% and the third note is non-interest bearing. All three
notes are due on demand and are partially secured by the stock acquired upon the
exercise of the options. For one of the officer loans, the Company agreed to
look only to the shares held by the officer as a source of loan repayment.
Accordingly, a reserve of $208,800 was provided in the fourth quarter of 1995,
representing the difference between the market value of the shares held by the
officer, and the amount of the loan.

Included in accounts receivable is approximately $542,000 due from companies
controlled by an individual who is an Incomnet shareholder and a founding
stockholder of RCI.

RECONSTITUTION OF THE BOARD OF DIRECTORS

On October 26, 1995, the NASDAQ Listing Qualification Committee determined that
it was inadvisable to continue the Company's listing on the Small Capital
Market, but also advised that the termination was delayed for a period of 45
days pending a review by the NASDAQ Hearing Review Committee. The Board of
Directors of Incomnet requested a reconsideration by the Qualifications
Committee of its determination and immediately took action to address the
concerns raised by the Qualifications Committee as follows:

(a) On November 15, 1995, the Board reconstituted itself with several
changes. Rita L. Schwartz and Stephen A. Caswell resigned from the Board and Sam
D. Schwartz resigned as Chairman of the Board. Melvyn Reznick, Nancy Zivitz and
Albert Milstein were appointed to the Board and Joel W. Greenberg was named
Chairman of the Board. Rita L. Schwartz served on the Company's Board from
January 1988 until November 1995 and, for her service to the Company, holds
stock warrants to

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<PAGE>

purchase 35,000 shares of the Company's common stock. These warrants were
originally written with an exercise price of $10, but were changed to an
exercise price of $4.87 by the Company's present Board of Directors because
of Mrs. Schwartz's eight years of service to the Board. The warrants expire
on May 29, 1997.

(b) On November 15, 1995, the Board of Directors established a policy that
all Board members and senior officers must receive permission before purchasing
stock in the Company. The Board has established a compliance committee to 1)
review requests of senior officers to buy stock in the Company, 2) review
contracts with outside consultants and 3) set up procedures for communications
with the general public.

(c) On November 30, 1995, Sam D. Schwartz resigned as President and Chief
Executive Officer of Incomnet and Melvyn Reznick was appointed as President and
Chief Executive Officer. On November 30, 1995, the Company entered into a
Severance Agreement with Mr. Schwartz pursuant to his resignation. Under the
terms of the Severance Agreement, the Company agreed to pay Mr. Schwartz
severance compensation of $20,000 per month for a twelve month period, and to
indemnify him to the extent generally available to officers and directors of
companies under California law. Under the Severance Agreement, the Company is
reviewing the tender of short-swing profits made by Mr. Schwartz to the Company
on August 18, 1995 and September 1, 1995 pursuant to Section 16(b) of the
Securities Exchange Act of 1934, as amended. Mr. Schwartz holds stock options to
purchase 250,000 shares of the Company's stock at $11.00 per share subject to a
performance option under which NTC must generate $15 million in pre-tax profits
during any four consecutive quarters up to December 31, 1997 for the shares to
be vested. These options have been returned to the Company as part of the tender
of short-swing profits made by Mr. Schwartz to the Company on August 18,1995 and
September 1, 1995.

In December 1995, the Company was notified by the NASDAQ Listing Qualification
Committee that after further consideration, the steps taken by the Company were
satisfactory and that the Company's stock would remain listed on the NASDAQ
Small Capital Market.

RETURN OF SHORT SWING PROFITS BY JOEL W. GREENBERG

On February 29, 1996, the Company delivered a demand to Joel Greenberg, the
Chairman of the Board of Directors, to pay short swing profits of $46,500 to the
Company pursuant to Section 16(b) of the Exchange Act. The Company expects the
short swing profits to be paid on or before April 22, 1996. As of April 26,
1996, Mr. Greenberg has not returned the short swing profits to the Company. As
a result, the Company intends to file a lawsuit against Mr. Greenberg seeking
the return of these profits.

GUARANTEE OF LINE OF CREDIT

On February 2, 1996, Melvyn Reznick, the Company's President and Chief Executive
Officer, personally guaranteed a line of credit for the Company of up to
$750,000 with a bank. The line of credit was secured primarily because the
Company requires additional capital to fund the growth of its 51%-owned
subsidiary, Rapid Cast, Inc. As of April 26, 1996,the line of credit has been
drawn down by $515,000. Of this amount, $510,000 has been sent to Rapid Cast to
help fund its growth.

RELATIONSHIP WITH INDEPENDENT AUDITORS

The Board of Directors has selected Stonefield Josephson as the Company's
independent auditors for the year ending December 31, 1996. Stonefield
Josephson was also the Company's independent auditors for the years ended
December 31, 1995, 1994 and 1993. A representative of the accounting firm is
expected to be present at the Annual Meeting, and will have an opportunity to
make a statement, if desired, and will be available to respond to appropriate
questions.

PROPOSALS BY SHAREHOLDERS

Proposals of Shareholders intended to be presented at the 1996 Annual Meeting
must be received at the principal offices of the Company, 21031 Ventura
Boulevard, Suite 1100, Woodland Hills, California 91364, on or before December
31, 1995, in order to be included in the Proxy Statement relating to the next
succeeding Annual Meeting of Shareholders. Shareholder proposals must comply
with the applicable rules and regulations of the Securities and Exchange
Commission relating to such inclusion.

If the date of the 1996 Annual Meeting of Shareholders is subsequently changed
to a date other than May 10, 1996, the Company will notify Shareholders of the
new meeting date and the new date by which Shareholder proposals must be
received.

OTHER MATTERS WHICH MAY COME BEFORE THE MEETING

While the Board of Directors has no reason to believe that any other matters
will come before the 1995 Annual Meeting of Shareholders, the proxies will be
voted as to such matters in accordance with the best judgment of the persons
authorized therein.

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<PAGE>

By Order of the Board of Directors

__________________________________________
Stephen A. Caswell
Secretary

April 26, 1996

Woodland Hills, California

ACCOMPANYING THIS PROXY STATEMENT IS A COPY OF THE COMPANY'S ANNUAL REPORTON
FORM 10-K FILED WITH THER SECURITIES AND EXCHANGE COMMISSION. A COPY OF THE
COMPANY'S ANNUAL REPORT TO SHAREHOLDERS WILL BE MAILED TO ALL SHAREHOLDERS OF
RECORD AS OF MAY 10, 1996 AT A LATER DATE.

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<PAGE>

PROXY CARD
Incomnet, Inc.
21031 Ventura Blvd.
Woodland Hills, CA 91364

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF INCOMNET, INC.

The undersigned hereby appoints Melvyn Reznick and Stephen A. Caswell as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all shares of Common
Stock of Incomnet, Inc., held of record by the undersigned on May 10, 1996 at
the Annual Meeting of Shareholders to be held on June 14, 1996 at 10:00 am
Pacific Time, or any adjournment thereof, at the Marriott Hotel, 28159 Oxnard
St., Woodland Hills, CA.

1. ELECTION OF DIRECTORS

___ FOR all nominees listed below (except as marked to the contrary below)

___ WITHHOLD AUTHORITY to vote for all nominees listed below

(INSTRUCTION: To withhold authority to vote for any individual nominee, mark
the box next to the nominee's name below:

___ Melvyn Reznick ___ Nancy Zivitz ___ Mark Richardston ___ Gerald Katell

2. RATIFICATION OF STOCK OPTION PROGRAM FOR OFFICERS, DIRECTORS, EMPLOYEES
AND KEY CONSULTANTS

___ FOR the proposed Stock Option Plan

___ AGAINST the proposed Stock Option Plan

At the 1995 Annual Meeting of Shareholders held on May 16, 1995, the
shareholders approved the Stock Option Program for Officers, Directors on
August 29, 1994. The Board of Directors has adopted a new plan that will
replace the previous plan. The Board proposes to terminate the Stock Option
Program for Officers, Directors, Employees and Key Consultants adopted on May
16, 1995 and to adopt a new Stock Option Program for Officers, Directors,
Employees and Key Consultants.

The purpose of this Stock Option Plan is to promote the interests of
Incomnet, Inc. ("Company") and its shareholders by enabling it to offer
stock options to better attract, retain, and reward directors and employees
of and key consultants to the Company, its present subsidiaries, National
Telephone Communications, Inc. and Rapid Cast, Inc. and any other future
subsidiaries that may qualify under the terms of this Plan. The goal is to
strengthen the mutuality of interests between those persons and the
shareholders of the Company by providing those persons with a proprietary
interest in pursuing the Company's long-term growth and financial success.

The new plan authorizes 1,300,000 shares of common stock that is available
for distribution. Of these available shares, 725,000 are scheduled to be
issued to directors and officers of the Company during the next two years. Of
these 725,000 scheduled shares, 125,000 are issued subject to performance
requirements that the Company's Rapid Cast, Inc. (RCI) subsidiary generates
cumulative net profits in four or less consecutive fiscal quarters
aggregating $1.5 million in net profit before taxes and before the Company's
acquisition amortization relating to RCI, and 125,000 options are issued
subject to performance requirements that the Company's Rapid Cast, Inc. (RCI)
subsidiary generates cumulative net profits in four or less consecutive
fiscal quarters aggregating $2 million before taxes and before the Company's
acquisition amortization relating to RCI. The remaining 445,000 options are
vested over a period of two years, with $310,000 options vesting in 1996 and
135,000 options vesting in 1997. The exercise of price of these options is
between $4.37 per share and $4.87 per share.

INSTRUCTION: To vote FOR or AGAINST the proposal, mark the appropriate box.
For a more detailed description plan, see "Ratification of Stock Option
Program for Officers, Directors, Employees and Key Consultants" in the
Company's Proxy Statement that accompanied this ballot.

<PAGE>

This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, the proxy
will be voted FOR proposals 1 and 2. Please sign exactly as name appears
below. When shares are held by joint tenants, both should sign. When signing
as attorney, as executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.

Dated: ______________, 1996

___________________________
signature

___________________________
signature if held jointly