EXHIBIT B
PROMISSORY NOTE
________________ ________, 1997
Woodland Hills, California
FOR VALUE RECEIVED, Incomnet, Inc., a California corporation (the "Maker") at
21031 Ventura Blvd. #1100, Woodland Hills, CA 91364 hereby promises to pay to
the order of __________, an individual ("Payee") at 25572 Avenue Stanford,
Valencia, California 91355, the principal sum ____________________,
commencing to accrue on ________, 1998, payable as follows:
1. RIGHT OF PREPAYMENT. Maker has the right to prepay all
or any portion of this Note at any time during its term without penalty.
Such prepayments shall be applied first to interest and then to principal.
2. DEFAULT. Any of the following shall constitute a default
by Maker hereunder:
-- The failure of the Maker to make any payment of
principal or interest required hereunder within
30 days of the due date for such payment, as it may
properly be extended pursuant to the terms of this
Note; or
-- The failure of Maker to fully perform any other
material covenants and agreements under this Note
and continuance of such failure for a period of 30
days after written notice of the default by Payee to
the Maker.
Upon the occurrence of a default hereunder, Payee may, at its option, declare
immediately due and payable the entire unpaid principal sum of this Note
together with all accrued and unpaid interest owing at the time of such
declaration pursuant to this Note.
3. PAYMENT & LATE PAYMENT. This Note shall be payable in
lawful money of the United States. Any payment that is more than 10 days late
shall be subject to a late fee of 1.5% of the payment amount.
4. PLACE OF PAYMENT. All payments on this Note are to be
made or given to Payee at the address provided to Maker or to such other
place as Payee may from time to time direct by written notice to Maker.
5. WAIVER. Maker, for itself and its successors, transfers
and assigns, waives presentment, dishonor, protest, notice of protest, demand
for payment and dishonor in nonpayment of this Note, bringing of
suit or diligence of taking any action to collect any sums owing hereunder
or in proceeding against any of the rights and properties securing payment
hereunder.
6. SEVERABILITY. If any provision of this Note or the
application thereof to any persons or entities or circumstances shall, to any
extent, be invalid or unenforceable, the remainder of this Note shall not be
deemed affected thereby and every provision of this Note shall be valid and
enforceable to the fullest extent permitted by law.
7. NO PARTNER. Payee shall not become or be deemed to be a
partner or joint venturer with Maker by reason of any provision of this Note.
Nothing herein shall constitute Maker and Payee as partners or joint
venturers or require Payee to participate in or be responsible or liable for
any costs, liabilities, expenses or losses of Maker.
8. NO WAIVER. The failure to exercise any rights herein
shall not constitute a waiver of the right to exercise the same or any other
right at any subsequent time in respect of the same event or any other event.
9. RIGHT OF OFFSET. In the event of any material default by
the Payee under the terms of that certain Stock Purchase Agreement, dated
April 11, 1997, by and between the Maker, the Payee and California
Interactive Computing, Inc., the Maker will have the right to offset any
damage, loss or cost suffered or incurred by the Maker as the result of said
breach from the next payments due on this Note.
10. GOVERNING LAW. This Note shall be governed by and
construed solely in accordance with the laws of the State of California.
IN WITNESS WHEREOF, Maker has executed this Note as of the
date first hereinabove written.
INCOMNET, INC.
By: ______________________________________
Melvyn Reznick, President
Attested By: _____________________________
Stephen A. Caswell, Secretary