PROMISSORY NOTE

$3,771,348                                            Dated as of April 11, 1997

     FOR VALUE RECEIVED, on or before five years from the date hereof, the
undersigned, Jerry Ballah (the "Maker"), promises to pay to the order of
National Telephone & Communications, Inc., a Delaware corporation (the
"Corporation") at 2801 Main Street, Irvine, California 92614, or at such other
place as the holder hereof may from time to time designate in writing, the
principal sum of Three Million Seven Hundred Seventy-One Thousand Three Hundred
Forty-Eight Dollars ($3,771,348), or so much thereof as shall be advanced or
readvanced and from time to time remain unpaid, plus interest on the principal
balance thereof at a rate of six and seventy-four hundredths percentum (6.74%)
per annum annually.

     This Note shall be payable in successive annual installments of accrued
interest only, followed by one final installment at maturity in the amount of
the then outstanding principal balance of this Note and all accrued and unpaid
interest thereon.  Such consecutive annual installments shall be due on each
anniversary of the date hereof until the fifth anniversary of the date hereof,
the maturity date of this Note, when the entire principal balance of this Note
and all accrued and unpaid interest thereon, as well as all other costs, fees or
charges payable hereunder, if any, shall be due and payable in full.  Interest
on this Note shall be calculated on a 360 day year, per diem basis.  All
payments hereunder shall be made in lawful currency of the United States and in
immediately available funds.

     This Note is secured by a certain Convertible Debt Unit Pledge Agreement
(the "Pledge Agreement") dated of even date herewith between the Maker and the
Corporation.  This Note Agreement and the Pledge Agreement, together with all
extensions, renewals and modifications thereof and substitutions therefor are
collectively referred to as the "security documents."

     If (i) default be made in the payment of interest due on any anniversary of
the date hereof or principal due on the maturity date of this Note, (ii) the
Maker files a voluntary petition under the federal Bankruptcy Code or (iii) an
involuntary petition under the federal Bankruptcy Code is filed against the
Maker and such involuntary petition is not dismissed within ninety (90) days of
the date that such petition was filed, then in any of such events, the entire
principal balance hereof and all accrued and unpaid interest hereon shall at
once become due and payable at the option of the holder.  The failure of the
holder to exercise this option shall not constitute a waiver of the right to
exercise the same on any future date.


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     This Note may be prepaid, in whole or in part, at any time without penalty
and shall be prepaid in full at such times and in such amounts as provided in
the Pledge Agreement.  Any partial prepayments shall not, however, relieve the
Maker of the obligation to pay principal hereunder as and when the same would
otherwise fall due.

     The Maker (i) waives presentment, demand, protest and notice of
presentment, notice of protest and notice of dishonor of this debt and each and
every other notice of any kind with respect to this Note, and (ii) agrees that
the holder of this Note, at any time or times, without notice to him or his
consent, may grant extensions of time, without limit as to the number or the
aggregate period of such extensions, for the payment of any sums due hereunder.

     The Maker promises to pay all costs of collection, including reasonable
attorneys' fees, upon default in the payment of the principal of this Note or
interest hereon when due, whether suit be brought or not.

     In the event any one or more of the provisions contained in this Note or
any of the other security documents shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Note or any of the
other security documents, but this Note and the other security documents shall
be construed as if such invalid, illegal or unenforceable provision had never
been contained herein.

     This Note may not be changed orally, but only by an agreement in writing
signed by the parties against whom enforcement of any waiver, change,
modification or discharge is sought.

     The Maker warrants and represents that the loan evidenced hereby is being
made for business or investment purposes.

     This Note shall be governed in all respects by the laws of California and
shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, personal representatives,
successors and assigns.

WITNESS:

  /s/ Karen Letterman                /s/ Jerry Ballah             (SEAL)
- -------------------------------    -------------------------------
                                   Jerry Ballah
                                   Maker


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