Plaintiffs, by their attorneys, for their complaint, allege upon personal knowledge as to themselves and their own acts and upon information and belief as to all other matters, as follows:

1. This Court has jurisdiction over the subject matter of this action pursuant to Section 22 of the Securities Exchange Act of 1933 (the "1933 Act").

2. The claims asserted herein arise under Sections 11 and 12 of the 1933 Act, 15 U.S.C., §§77(k) and 77(l) and the rules and regulations promulgated thereunder by the Securities and Exchange Commission (the "SEC").

3. Venue is proper in this District pursuant to Section 22 of the 1933 Act. Many of the acts and transactions constituting the violations of the law alleged herein, including the preparation, issuance, and dissemination of materially false and mislea ding information to the investing public, have occurred in this District. In addition, the principal executive offices of defendant Integrated Communication Network, Inc. ("ICN" or the "Company") are situated in this District.

4. Plaintiff Donald Bakalor purchased 5,000 shares of the common stock of defendant ICN on July 10, 1995 at an artificially inflated price as set forth in the annexed certificate, which is incorporated by reference herein.

5. Plaintiff Wykagyl Agency Inc. Employee Money Purchase Pension Plan DTD 9/1/67 purchased 2,000 shares of the common stock of defendant ICN on June 29, 1995, and an additional 3,000 shares of the common stock of ICN on August 14, 1995 at artificiall y inflated prices as set forth in the annexed certificate, which is incorporated by reference herein.

6. Defendant ICN is a Delaware corporation that maintains its principal executives offices at 444 Brickell Avenue, Suite 900, Miami, Florida 33131. ICN, which commenced operations in December, 1993, is a direct response marketing company which produc es infomercials and commercials. An infomercial is a paid advertising television program which runs for 30 minutes or longer, and combines entertainment, information and advertising intended to provide explanation or demonstration of a product or service to viewers. ICN offers consumers the opportunity to order products or services through 800 and 900 telephone numbers. Pursuant to a registration statement ("Registration Statement") and prospectus ("Prospectus")(collectively, the "offering documents") which became effective on June 29, 1995, ICN sold 1,200,000 shares of its common stock in an initial public offering (the "IPO") at a price of $5 per share. As of December 31, 1995, ICN had 2.35 million shares of common stock outstanding which shares traded, until June 26, 1996, on the NASDAQ National Market System.

7. Defendant David P. Greenberg ("Greenberg") is and was at all relevant times the founder, Chairman, President, Chief Executive Officer and Chief Operating Officer of ICN.

8. Defendant Donald F. Mann ("Mann") is and was at all relevant times Chief Financial Officer, Treasurer, Secretary and a director of ICN.

9. Defendant Rosario Moreno ("Moreno") is and was at all relevant times Vice President and a director of ICN.

10. Defendant Mario Beguiristain ("Beguiristain") is and was at all relevant times Vice President and a director of ICN.

11. Defendant Regina T. Montoya ("Montoya") is a director of the Company, and consented to be named as such in the Registration Statement, as amended.

12. Defendant C. Thomas McMillen ("McMillen") , is a director of the Company, and consented to be named in the Registration Statement, as amended.

13. Each of the defendants named in paragraphs 6 through 11 (the "Individual Defendants") were directors of the Company on the effective date of the IPO and were, with the exception of defendants Montoya and McMillen, signatories to the Registration S tatement.

14. Defendant Hampshire Securities Corporation ("Hampshire" or the "Underwriter Defendant") maintains its principal place of business in New York, New York. Hampshire acted as lead underwriter for ICN's IPO.

15.(a) This action is brought by Plaintiffs pursuant to Rule 23 of the Federal Rules of Civil Procedure on behalf of themselves and all other persons who purchased or otherwise acquired shares of ICN's outstanding common stock (the "Class") registered with the SEC pursuant to the Registration Statement and Prospectus on June 29, 1995 or subsequently through and including August 31, 1995 (hereinafter referred to as the "Class Period"). Excluded from the Class are the defendants herein, members of the immediate family of each of the Individual Defendants, and affiliates of the defendants.

(b) The members of the Class are so numerous that joinder of all members is impracticable. In the IPO, a total of 1.2 million shares of ICN were sold and thousands of shares were subsequently traded on the NASDAQ National Market System.

(c) Plaintiffs' claims are typical of the claims of the other members of the Class in that they purchased shares of ICN on the IPO and thereby sustained injury as a result of defendants' acts alleged herein.

(d) Plaintiffs will fairly and adequately protect the interests of the other members of the Class; Plaintiffs have retained competent counsel experienced in Class litigation under the federal securities laws to further insure such protection; and Plai ntiffs do not have interests antagonistic to or in conflict with those it seeks to represent as a Class representative.

(e) A Class action is superior to other available methods for the fair and efficient adjudication of this controversy since the Class is so numerous and its membership so widespread that joinder of all members is impracticable and there are numerous c ommon issues of law and fact.

(f) Among the questions of law and fact involved herein which are common to the Class and which predominate over any questions affecting individual members of the Class, are:

(i) whether the federal securities law were violated by defendants' acts as alleged herein;

(ii) whether the Registration Statement and Prospectus omitted or misrepresented material facts concerning ICN and its business;

(iii) whether the Individual Defendants and the Defendant Underwriter exercised due diligence in connection with the Registration Statement and Prospectus; and

(iv) the extent of damages sustained by members of the Class and the appropriate measure of damages.

16. In its IPO on June 29, 1995, ICN sold 1,200,000 common shares at $5 per share to the investing public, receiving net proceeds of $5,556,000.

17. In the Prospectus, the Company indicated that it had limited operations but had produced five infomercials and three short forms (i.e. , a one to two minute commercial). However, as set forth in the Prospectus, ICN had reported increasingl y favorable earnings during its relatively brief period of operation, as set forth below:

                Inception
                (12/1/93-       Year Ended      Three Months Ended
                December 31,    December           March 31
                1993)           31, 1994       1994        1995

Net Revenues   $170,518        $15,959,567   $3,127,755  $6,055,618

Net Earnings   ($60,556)       $428,259      $45,248     $206,180
loss

Net Earnings   ---             $0.29           --        $0.14
Per Share

18. According to the section of the Prospectus entitled Management's Discussion and Analysis of Financial Condition and Results of Operation" ("MD&A Section") , ICN's business strategy was to concentrate on the Hispanic market, which already accounted for 58%, or $9,258,160, of the Company's revenue for the fiscal year ended December 31, 1994, and 48% of the Company's revenue for the three months ended March 31, 1995.

19. As also disclosed in the Prospectus at page 34, historical revenues reported by ICN were primarily generated from usage of the Company's 900 telephone service:

Substantially all of the Company's revenues to date have been generated from 900 numbers. When viewers call the 900 number which is displayed on the Company's infomercials, commercials and print ads to access the service which is being advertised, a charge for the call is billed to the caller's telephone bill, typically through his or her "Local Exchange Carrier" ("LEC"). The LEC, in turn, passes the charge on to the "Inter Exchange Carrier" ("IXC") such as AT&T Corp. ("AT&T") or Sprint Corporation. Remittances are made on a monthly basis by the IXC to a service bureau, which, in turn, pays the Company.

20. In the Prospectus, defendants set forth a boilerplate discussion of certain risk factors which prospective investors should consider. With respect to the 900 number service, ICN stated that it was subject to the risk of non collection, due to the fact that callers are not obligated to pay calls invoiced by the local telephone service, but in that order to counter the effects of nonpayment, ICN maintained a reserve for uncollectible accounts. In addition, ICN stated it sought to minimize uncollec tible amounts by limiting monthly charges to anyone individual and by refusing service to known abusers.

21. On August 11, 1995, ICN reported on Dow Jones its financial results for the second quarter ended June 30, 1995 ("August 11 News"). In the August 11 News, the Company reported revenue of $4,400,119, and a net loss of $382,796 or $0.31 per share, compared with revenue of $2,792,630 and a net loss of $252,905 or $0.21 per share. ICN attributed the loss to certain administrative costs but stated that it had implemented a number of measures to reduce costs and eventually reduce "declinations ".

22. Shortly thereafter, on August 31, 1995, ICN announced on Dow Jones that it expected revenue for the third and fourth quarters "to be hurt by a decision by the Puerto Rican Telephone Co." In a press release, quoted by Dow Jones, ICN s aid "it has been notified by its service bureau that the Puerto Rican Telephone Co. has made an unprecedented decision to terminate its practice of providing third party billing and collection of all 900-number generated telephone calls in Puerto Rico, effective September 8."

23. ICN attributed the decision of Puerto Rican Telephone Co. to terminate this practice to customer complaints regarding the billing of calls that were not in fact made by the customer.

24. As a result of the news reported by ICN on August 31, 1995, the Company's stock, which traded at a high of $6 1/6 during the Class Period, immediately fell to $3.75 per share and currently trades under $1.00 per share. On June 26, 1996, NASDAQ an nounced that it would be delisting the Company's common stock.

25. Defendants subsequently released ICN's Form 10-QSB for the quarter ended September 30, 1995, filed with the SEC on or about November 14, 1995 ("September 10Q"). The MDA Section of the September 10Q stated that the net revenues reflected the disco ntinuation of the Puerto Rican operations on August 31, 1995, together with a corresponding increase in chargebacks for the nine months ended September 30, 1995 of $3,298,510, compared with $2,485,403 for the same period in 1994, due to the discontinued 9 00 service in Puerto Rico.

26. The Puerto Rico operations were material to ICN's business; according to the Company's Form 10-QSB for the period ended March 31, 1996 ("March 1996 10Q") , Puerto Rico accounted for approximately $1.5 million of ICN's net revenue for the fiscal ye ar ended December 31, 1995. Moreover, due to the increased Puerto Rico chargebacks and less than anticipated revenue generated from the Company's other areas, the Company stated that it anticipated it would have insufficient funds to fund the ongoing pro duction of infomercials or expansion of ICN.

27. Defendant ICN, the Individual Defendants and defendant Hampshire were each required to fully disclose all material information in the offering documents. However, in complete derogation of their responsibility as issuer, directors and underwriter , respectively, they misrepresented and/or failed to state that the Company's business, which substantially relied on revenues generated from its operations in Puerto Rico, could be, and in fact was, adversely impacted by the termination of the 900 servic e in Puerto Rico just weeks after the IPO and that such a termination was likely to increase the amount of chargebacks, thus decreasing revenue. These misrepresentations and/or omissions were made in order for the IPO to be successfully completed.

28. Plaintiffs repeat and reallege each and every allegation contained in paragraphs 1 through 27 as if fully set forth herein.

29. Defendants issued, caused to be issued, or participated in the issuance of, the offering documents, which documents contained untrue statements of material facts and omitted to disclose material facts necessary to make the statements made not misl eading. These statements contained in the Prospectus and Registration Statement were false and materially misleading in that they misrepresented or failed to disclose, that ICN's business was subject to the risk that local telephone companies would refus e to continue third party billing, which was likely to have an immediate adverse impact upon ICN and its business, as particularized in paragraphs 17 through 20 above.

30. All defendants, with the exception of ICN, the issuer (whose liability for the misstatements is absolute), owed to the purchasers of the stock, including plaintiffs and the Class, the duty to make a reasonable and diligent investigation of the sta tements contained in the offering documents at the time it became effective, and in the Prospectus, to assure that those statements were true and that there was no omission to state a material fact required to be stated in order to make the statements con tained therein not misleading. Having failed to do so, these defendants are liable to plaintiffs and the Class.

31. The Individual Defendants as directors and/or we signatories to the Registration Statement and were responsible for the preparation of the Prospectus and the Registration Statement. The Individual Defendants failed to make a reasonable investig ation or possess reasonable grounds for believing that the representations contained in the Prospectus were true and not materially misleading. By virtue of the material misrepresentations contained in, and omissions occurring in, the Registration Statem ent and Prospectus, set forth herein, plaintiffs and the Class have been damaged.

32. The defendants owed other duties to plaintiffs and the Class. As officers and/or directors of ICN, the Individual Defendants were required, in the discharge of their duties, to act as fiduciaries to all persons and entities who purchased the shar es in the IPO and the aftermarket and to exercise prudence, diligence, and due care in the performance of their duties.

33. By reason of the conduct herein alleged, each defendant violated Section 11 of the Securities Act. As a direct and proximate result of defendants, wrongful conduct, plaintiffs and the Class suffered substantial damage in connection with the purch ase of the securities covered by the Registration Statement.

34. The defendants named in this claim are liable to the plaintiffs and the other members of the Class who purchased ICN common stock in the IPO pursuant to Section 11 of the 1933 Act, in that they are either the issuers, signatories to the Registrati on Statement and/or directors.

35. By virtue of the foregoing, plaintiffs and the other members of the Class sustained damages as a result of the wrongful acts of the defendants.

36. Plaintiffs repeat and reallege each and every allegation contained in paragraphs 1 through 27, as if fully set forth herein.

37. By means of a prospectus, and by using means and instruments of transportation and communication in interstate commerce and of the mails, defendant ICN and Hampshire offered and sold ICN common stock to said plaintiffs and members of the Class. As previously set forth herein, said prospectus includes untrue statements of material facts and omits to state material facts necessary in order to make the statements in the light of the circumstances under which they were made not misleading.

38. The plaintiffs and members of the Class purchased ICN common stock on the IPO from defendant ICN or Hampshire.

39. Plaintiffs and members of the Class did not know of the omissions and misstatements described above when they purchased their ICN common stock.

40. This action has been brought within one year after the discovery of the omissions and misstatements or after such discovery should have been made by the exercise of reasonable diligence and within three years after sale of the securities.

41. By virtue of the foregoing, defendants ICN and Hampshire have violated Section 12(2) of the Securities Act.

42. Plaintiffs hereby offer to tender their securities.

43. As a result of the foregoing, plaintiffs and members of the Class have been damages.

WHEREFORE, plaintiffs demand judgment on behalf of itself and all the other members of the Class, as follows:

(a) Determining that this action is a proper Class action Rule 23 of the Federal Rules of Civil Procedure, and that the action be so maintained on behalf of the Class defined herein;

(b) Awarding plaintiffs and the Class damages suffered as a result of the wrongs complained of herein, together with appropriate interest;

(c) Awarding to plaintiffs the costs and disbursements of this action, including reasonable allowances of fees for plaintiffs' attorneys and accountants and reimbursement of plaintiffs' expenses; and

(d) Granting such other and further relief as this Court may deem just and proper.

Dated: July 24, 1996

I, DONALD BAKALOR, certify under oath that:

1. I am the individual plaintiff in this action and the trustee of plaintiff Wykagyl Agency, Inc. Employee Money Purchase Plan dated June 1, 1967 ("Wykagyl"). I have reviewed the complaint filed herewith in the captioned action (the "Complaint"'), an d have authorized the filing thereof.

2. Plaintiffs did not purchase the security that is the subject of this action at the direction of plaintiff's counsel or in order to participate in any private action arising under this title.

3. Plaintiffs are willing to serve as representative parties on behalf of a class and will testify at deposition and trial, if necessary.

4. Our transactions in the security that is the subject of this litigation during the class period set forth in the complaint are as follows:

a. On June 29, 1995, Wykagyl purchased 2,000 shares of Integrated Communication Network, Inc., ("INCI") for $5.00 per share;

b. On July 10, 1995, 1 purchased 5,000 shares of INCI for $6.00 per share; and

c. On August 14, 1995, Wykagyl purchased 3,000 shares of INCI for $5.375 per share.

5. Neither Wykagyl nor I have served as, nor have we sought to serve as, a representative party on behalf of a Class under this title during the last three years.

6. Neither Wykagyl nor I will accept any payment for serving as a representative party, except to receive our pro rata share of any recovery or as ordered or approved by the court, including the award to a representative of reasonable costs and expens es (including lost wages) directly relating to the representation of the class.

The foregoing are, to the best of my knowledge and belief, true and correct statements.

_____ss_____
DONALD BAKALOR


Sworn to before me this
22 day of July 1996.
_____/s/___
Notary Public