EXHIBIT B.4 - PROMISSORY NOTE BETWEEN INCOMNET, INC. AND RALPH FLYGARE



$57,516.02                                                       April 25, 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 Ralph Flygare, an individual ("Payee") at 25572 Avenue Stanford, 
Valencia, California 91355, the principal sum of Fifty-Three Thousand and 
Seven Hundred and Sixteen Dollars and Two Cents ($57,516.02), plus interest 
of 8% per annum, payable in 12 equal monthly installments of $5,003.23 
commencing on April 25, 1998 and ending on April 25, 1999  (the "Maturity 
Date"), on which date all principal and accrued but unpaid interest is 
payable in full. 

     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 


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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 29, 
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: /s/ Melvyn Reznick
                       ------------------
                       Melvyn Reznick, President


                   Attested By:  /s/ Stephen A. Caswell
                                 ----------------------
                                 Stephen A. Caswell, Secretary


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