Incomnet Inc Watch

from 8-K 1 page <page> Exhibit 00.1 the Following Is an Excerpt From the Approved Debtors' Third Amended Joint Chapter 11 Plan of Reorganization: Section III.D. Cancellation of Stock, Warrants, and Options. "On the Effective Date, All Existing Interests (Including, Without Limitation, the Debtors' Existing Common Stock and [Incomnet, Inc.'s] Existing Preferred Stock) and All Existing Warrants and Options (To the Extent Not Rejected Under Section Ii.1.2.) Will Be Cancelled, Annulled, and Extinguished, and Any Certificates Representing These Interests and Existing Warrants and Options Will Be Void. Persons Holding the Debtors' Existing Common Stock, [Incomnet, Inc.'s] Existing Preferred Stock, and Existing Warrants and Options Will Retain No Rights and Receive No Consideration on Account of These Interests."

from SC 13D/A 1 page <page> Trans Pacific Stores, Ltd. 555 Zang St., Suite 300 Lakewood, Colorado 80228 Jack Casey July 13, 1999 Meridian 10220 River Road, Suite 115 Potomac, MD 20854 Dear Jack, This Letter Sets Forth the Proposed Terms of the Extension of Payment of That Certain Promissory Note Dated January 28, 1999 From You to Trans Pacific Stores, Ltd. in the Original Principal Amount of $3,837,224 (The "Note"). Capital Terms Used in This Letter Have the Meanings Set Forth in the Note. 1. Maturity Date - The Maturity Date on the Note Is Extended From June 30, 1999 to June 30, 2000. 2. Interest Payment Dates and Rate - From and After June 30, 1999 Interest on the Outstanding Principal Balance on the Note Shall Be Payable Quarterly in Arrears at the Rate of 25% Per Annum, Compounded Quarterly. You Will Have the Right to Prepay This Note at Any Time Through the Maturity Date. if You Pay the Principal Outstanding on This Note as Provided Above, the Noteholder Shall Have the Right to Require That in Lieu of Interest, the Noteholder Shall Receive the Optional Return Provided for in Section 6 of the Note Calculated as of the Last Day of the Calendar Quarter in Which Such Payment of Principal Occurs. for Example, if the Note Is Prepaid on September 30, 1999, the Interest Due Will Be the Higher of (A) the Accrued Interest as Calculated Through June 30, 1999 Plus the Default Interest From June 30, 1999 to September 30, 1999 or (B) the Optional Return Described in Section 6, Using the Sept. 30, 1999 Stock Price (Trailing 5 Days) as the Benchmark for Calculation Purposes. if the Note Has Not Been Paid by September 30, 1999, December 31, 1999 Would Be the Benchmark Date for Calculation Purposes, and So On. if You Are in Agreement With This Proposal, We Will Amend the Agreement to Reflect This Understanding. Please Advise. Very Truly Yours, Agreed & Accepted By: /S/ John P. Casey /S/ Donald V. Berlanti - Donald V. Berlanti Chairman

from SC 13D/A ~5 pages Underwriting agreement

from SC 13D/A 1 page <page> Exhibit 1 Denis Richard C/O Incomnet, Inc. 2801 Main Street Irvine, California 92614 November 5, 1998 Dr. Robert Cohen Ms. Stefanie Rubin Ms. Allyson Cohen Mr. Jeffrey Cohen Mr. Jeffrey Rubin Dr. Alan Cohen Ms. Meryl Cohen Ms. Gabrielle Cohen Ms. Jaclyn Cohen Ms. Erica Cohen Ms. Nicole Cohen Ms. Lenore Katz Broadway Partners C/O Mr. Jeffrey Rubin C/O Robert S. Matlin, Esq. Camhy Karlinsky & Stein Llp 1740 Broadway, 16th Floor New York, New York 10019-4315 Ladies and Gentlemen: This Letter Is to Confirm My Agreement to Each of You That I Will Vote All of the Shares of Stock That I Own in Favor of an Increase in the Authorized Number of Shares of Incomnet, Inc. Common Stock to 50,000,000 Shares. if Shareholder Approval Is Not Obtained at the Next Meeting of Shareholders, I Hereby Agree to Continue to Vote All My Shares in Favor of Such Proposal Until There Is a Sufficient Increase in the Number of Shares of Authorized Incomnet Common Stock to Permit Issuance of All Common Stock Underlying the Warrants Owned by Each of You. Very Truly Yours, /S/ Denis Richard Denis Richard

from SC 13D/A ~20 pages Underwriting agreement

from SC 13D ~20 pages Underwriting agreement

from SC 13D/A 1 page Exhibit 1 Agreement Joint Filing of Schedule 13d Each of the Undersigned Hereby Agrees to File Jointly the Statement on Schedule 13d to Which This Agreement Is Attached, and Any Amendments Thereto Which May Be Deemed Necessary, Pursuant to Regulation 13d-G Under the Securities Exchange Act of 1934. It Is Understood and Agreed That Each of the Parties Hereto Is Responsible for the Timely Filing of Such Statement and Any Amendments Thereto, and for the Completeness and Accuracy of the Information Concerning Such Party Contained Therein, but Such Party Is Not Responsible for the Completeness or Accuracy of Information Concerning Any Other Party Unless Such Party Knows or Has Reason to Believe That Such Information Is Inaccurate. It Is Understood and Agreed That a Copy of This Agreement Shall Be Attached as an Exhibit to the Statement on Schedule 13d, and Any Amendments Hereto, Filed on Behalf of Each of the Parties Hereto. Date: August 12, 1997 /S/ David Wilstein David Wilstein Date: August 11, 1997 /S/ Leonard Wilstein Leonard Wilstein Date: August 11, 1997 /S/ Jack Gilbert Jack Gilbert Date: August 13, 1997 /S/ Richard M. Horowitz Richard M. Horowitz Date: August 12, 1997 /S/ Robert Epstein Robert Epstein