EXHIBIT 4.2

                             SECURED PROMISSORY NOTE

Principal Amount:  $200,000                                        June 14, 2005

         INCOMM HOLDINGS, CORP., a Nevada corporation ("Borrower"), for value
received hereby promises to pay to the order of Arlington Investment Group, Inc.
("Holder"), in the manner set forth below, the principal sum of Two Hundred
Thousand Dollars ($200,000) together with a premium payment in the amount of Two
Hundred Thousand Dollars ($200,000) together with interest at the rate of 14%
per annum, on or before December 14, 2005 (the "Maturity Date").

         1. Interest. The aggregate outstanding principal balance of this Note
shall bear interest accruing from the date hereof to the date this Note shall
have been repaid in full at fourteen percent (14%) per annum, subject to
adjustment as set forth in Section 5 hereof (the "Interest Rate"). Interest
shall be payable monthly commencing July 15, 2005.

         2. Payment of Principal Interest and Premium. The aggregate outstanding
principal balance under this Note together with all accrued and unpaid interest
thereon and the premium amount shall be paid to Holder no later than the
Maturity Date, at the following address: 2520 Coral Way #218; Miami, Florida
33145.

         3. Prepayment. The Borrower may prepay this Note at any time without
penalty.

         4. Security. As collateral security for the payment of this Note,
Borrower hereby pledges, transfers, assigns, sets over, and grants to Holder a
first priority security interest in and to the Borrower's assets, including but
not necessarily limited to its switch equipment. Borrower agrees to take such
steps and to execute and deliver such documents relating to the creation,
validity or perfection of the security interest provided for herein, as may be
reasonably requested by Holder. The security interest provided for herein shall
continue in full force and effect until such time as all amounts due under this
Note are paid in full.

         5. Events of Default and Remedies. In case one or more of the following
events ("Events of Default") (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body) shall have occurred and
be continuing: (a) default in the payment of all or any part of the principal,
premium amount or interest under this Note as and when the same shall become due
and payable, at the Maturity Date, by acceleration, by mandatory prepayment or
otherwise, except any default in the payment of monthly interest shall not be
deemed a default except upon three days' written notice specifying that is a
"Notice of Default" as to payment of interest has occurred; or (b) failure on
the part of the Borrower to observe or perform any material representation,
warranty, covenant or agreement on the part of the Borrower contained in this
Note for a period of 30 days after the date on which written notice specifying
such failure, stating that such notice is a "Notice of Default" hereunder and
demanding that the Borrower remedy the same, shall have been given by registered
or certified mail, return receipt requested, by the Holder to the Borrower; or
(c) the Borrower, pursuant to or within the meaning of Title 11, U.S. Code or
any similar federal or state law for the relief of debtors (collectively,
"Bankruptcy Law"), (i) commences a voluntary case or proceeding, (ii) consents
to the entry of an order for relief against it in an involuntary case or
proceeding, (iii) consents to the appointment of a custodian of it or for all or
substantially all of its property, (iv) makes a general assignment for the
benefit of its creditors, or (v) admits in writing its inability to pay its

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debts as the same become due; or (d) a court of competent jurisdiction enters an
order or decree under any Bankruptcy Law that: (1) is for relief against the
Borrower in an involuntary case, (2) appoints a custodian of the Borrower or for
all or substantially all of the property of the Borrower, or (3) orders the
liquidation of the Borrower, and any such order or decree remains unstayed and
in effect for 30 days; in each case where an Event of Default occurs, the
Holder, by notice in writing to the Borrower by registered or certified mail,
return receipt requested (the "Share Notice"), may take title of the Shares as
payment in full of all amounts owed under this Note. Upon the occurrence of, and
during the continuance of, an Event of Default, the Interest Rate shall
automatically increase to eighteen percent (18%) per annum.

         As used herein, "Default" shall mean any event or condition which
constitutes an Event of Default or which upon notice, lapse of time or both
would, unless cured or waived, become an Event of Default.

         6. Costs of Collection. The Borrower shall reimburse the Holder, on
demand, for any and all costs and expenses, including reasonable attorneys' fees
and court costs, incurred by the Holder in collecting or otherwise enforcing
this Note or in exercising its rights as a secured creditor to the collateral,
or in attempting to do any of the foregoing.

         7. Powers and Remedies Cumulative; Delay or Omission Not Waiver of
Default. No right or remedy herein conferred upon or reserved to the Holder is
intended to be exclusive of any other right or remedy, and every right and
remedy shall to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise.

         No delay or omission of the Holder to exercise any right or power
accruing upon any Default or Event of Default occurring and continuing as
aforesaid shall impair any such right or power or shall be construed to be a
waiver of any such Default or Event of Default or an acquiescence therein; and
every power and remedy given by this Note or by law may be exercised from time
to time, and as often as shall be deemed expedient, by the Holder.

         8. Waiver of Past Defaults. The Holder may waive any past Default or
Event of Default hereunder and its consequences. In the case of any such waiver,
the Borrower and the Holder shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other Default or Event of Default of impair any right consequent
thereon.

         Upon any such waiver, such Default or Event of Default shall cease to
exist and be deemed to have been cured and not to have occurred, and any Default
or Event of Default arising therefrom shall be deemed to have been cured, and
not to have occurred for every purpose of this Note, and the Default interest
rate hereon shall not be deemed to have occurred; but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any
right consequent thereon.

         9. Successors and Assigns. The Borrower shall not consolidate or merge
with or into, or sell, lease, convey or otherwise dispose of all or
substantially all of its assets, in one transaction or a series of related
transactions, or assign any of its obligations under this Note without the prior
written consent of the Holder. The Holder may assign this Note, subject to
applicable securities laws, without the consent of the Borrower.

         10. Modification of Note. This Note may only be modified with the
written consent of the Holder and the Borrower.

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         11. Miscellaneous. This Note shall be governed by and be construed in
accordance with the laws of the State of New York without regard to the
conflicts of law rules of such state. The Borrower hereby waives presentment,
demand, notice, protest and all other demands and notices in connection with the
delivery, acceptance, performance and enforcement of this Note, except as
specifically provided herein. The section headings herein are for convenience
only and shall not affect the construction hereof.

         IN WITNESS WHEREOF, Borrower has caused this instrument to be duly
executed and delivered as of the date first set forth above.


                                        INCOMM HOLDINGS, CORP.


                                        By: /s/ Luis Alvarez
                                            ----------------
                                            Luis Alvarez
                                            Chairman & CEO

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