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FOR IMMEDIATE RELEASE

                    Incomnet Announces Agreement for Board Change;

                 Forbearance Extensions From WorldCom and First Bank

WOODLAND HILLS, CA -- Aug. 28, 1998 -- Incomnet, Inc. announced today that it
has entered into an agreement with John P. Casey, the Company's principal
shareholder, which will result in a change in the composition of the Company's 
Board of Directors. The agreement provides for the resignation of five of the
Company's six current directors, including Melvyn Reznick, the Company's
Chairman of the Board, and the appointment of a 4-person board consisting of
Casey and two of his designees, and Howard Silverman, who is currently a member
of the Company's Board of Directors.

The Company had announced earlier this week that it had reached an agreement in
principle with Casey on the material terms of the proposed Board change. The
agreement also provides for a modification of Casey's previously announced
intention to offer securities he is expected to receive as a result of the
exercise of his option on certain of the Company's outstanding shares of
convertible preferred stock. Under the terms of the agreement, the Company will
purchase the optioned securities within one year of Casey's exercise of his
option, if it is financially and legally able to do so. If the Company is unable
to purchase the optioned securities during this one-year period, then Casey will
convert the optioned securities into shares of the Company's common stock and
offer such shares of common stock on a pro rata basis to shareholders of record
as of a date to be determined in the future. Such common stock will be offered
at a price per share that represents no actual profit to Casey.

In addition, the agreement requires Casey to seek new financing for the 
Company following consummation of the Board change. If the Board change 
contemplated by the agreement is consummated, the Company will be obligated to 
hold a meeting of its shareholders to approve an increase in the authorized 
number of shares of the Company's common stock. The consummation of the Board 
change and the other matters provided for in the agreement are subject to
various conditions, including execution of a satisfactory settlement agreement
among the named parties to the Company's pending securities class action
lawsuit, the withdrawal by WorldCom Network Services on satisfactory terms of
its previously-announced 10-day notice of intent to terminate the
telecommunications services offered by National Telephone & Communications, the
Company's principal subsidiary, and submission to all of the Company's
shareholders of an information statement under Section 14(f) of the Securities
Exchange Act of 1934, which, among other things, will provide information about
each of the new Board members who will take office in connection with the
proposed Board change. No assurances can be given that the conditions to the
Board change will be satisfied.

The Company also announced that WorldCom and First Bank & Trust of Newport
Beach, NTC's principle lender, have agreed to forbear until September 25, 1998
from taking any action with




respect to NTC's current defaults under its respective agreements with them,
including from taking any action to implement WorldCom's notice of intent to
disconnect all of NTC's telecommunications services no later than August 28,
1998. This forbearance agreement was conditioned upon the execution of the
definitive board change agreement with Casey, as well as the payment by NTC of
certain amounts owing to WorldCom. Each of these conditions has been satisfied,
WorldCom has informed NTC that WorldCom will not finance NTC past September 25,
1998 other than to offer secured open account payment terms should WorldCom
decide that the financial projections and future recapitalization of NTC warrant
such terms. NTC will also be required to make payments to First Bank and
WorldCom of approximately $1.9 million and $5.7 million, repectively, on
September 25, 1998 in order to cure account deficiencies. The Company will pay
$430,000 of the amount owed to First Bank today.

The Company intends to seek new equity and/or debt financing in order to
recapitalize its and NTC's operations and satisfy these payment obligations,
although no assurances can be given that these efforts will be successful. If
the Company is unsuccessful in these efforts, WorldCom cound terminate
providing NTC's telecommunications services, in which case NTC will be unable 
to continue to provide telecommunications services to its customers.