SUPPLEMENT NO. 1 DATED JUNE 5, 1996
TO PROSPECTUS DATED MAY 14, 1996
The attached Prospectus provides that GFL Performance Fund
Limited ("GFL") has the right to convert the Convertible
Promissory Note (the "Note") at any time from and after 180 days
following the date of the Note. On May 30, 1996, IndeNet, Inc.
and GFL corrected the Note to provide that the Note is
convertible commencing 90 days after the issuance of the Note.
The Note was issued on February 29, 1996. The resale of the
shares underlying the conversion rights are registered as part of
the registration statement of which this Prospectus is a part.
