Exhibit  4.1

                              CONVERTIBLE DEBENTURE
                    EXCHANGE AGREEMENT / CONVERSION OF NOTES

This  Convertible  Debenture  Exchange Agreement (this "Agreement"), dated as of
February27,  2004,  is entered into by and between Network Installation Corp., a
Nevada  corporation  (the  "Company"),  and  Dutchess  Private Equities Fund LP,
(the  "Holder").

RECITALS

WHEREAS, the Holder currently has notes ("Notes"), executed on December 17, 2003
($35,000),  January  9, 2004 ($125,00), February 2, 2004 ($75,000), and February
5,  2004 ($25,000) due and payable on their respective dates, and as of February
27,  2004,  such  amount  owed  by  the  Company  to the Holder totals $260,000.

     WHEREAS,  the Holder hereby agrees to convert the entire outstanding amount
of  the Notes of $260,000 into a Convertible Debentures ("Debentures"). Pursuant
to  the  Holder's  rights  of  conversion,  upon  conversion  of the Convertible
Debentures into the Company's common shares ("Stock") and for purposes of resale
of  such Stock pursuant to Rule 144 or Rule 145, the date of consideration shall
remain  respective  to  the  original  dates  of  the  Notes  mentioned  above.

     WHEREAS,  the  Holder  desires to acquire, and the Company desires to issue
and  sell  to the Holder, a Convertible Debenture of the Company in exchange for
the  Notes;  and

     WHEREAS,  the  parties  hereto  desire  to  enter  into  this  Agreement.

Article  1     AGREEMENT

     NOW,  THEREFORE,  in  consideration  of  the  mutual promises and covenants
contained  in  this  Agreement  and  other  good and valuable consideration, the
receipt  and  sufficiency  of  which  is hereby acknowledged, the parties hereto
agree  as  follows:

1.     AUTHORIZATION  AND  SALE  OF  SHARES.

1.1     Authorization.  The  Company has, or will have, duly authorized the sale
and  issuance  of  up  to  $260,000 of Convertible Debentures having the rights,
restrictions,  privileges  and  preferences  set  forth  in  the  form  of  the
Certificate  of  Designation  attached  hereto as Exhibit A (the "Certificate of
Designation").

1.2     Agreement  to  Exchange.  Subject  to  the  terms and conditions of this
Agreement,  the  Company  will sell and issue to the Holder, and the Holder will
acquire  from  the Company, $260,000 of Convertible Debentures of the Company in
exchange  for  the  cancellation  of  the outstanding debt currently owed to the
Holder  in  the  aggregate  amount  of  $260,000  in  the  form  of  Notes.

1.3     No Public Solicitation. The Holder is not subscribing for the Debentures
as  a  result  of  or  subsequent to any advertisement, article, notice or other
communication published in any newspaper, magazine or similar media or broadcast
over  television  or  radio,  or  presented  at  any  seminar or meeting, or any
solicitation of a subscription by a person not previously known to the Holder in
connection  with  investments  in  securities  generally.

1.4.     Reserved

2.     Representations  of  the  Company.  The  Company  hereby  represents  and
warrants  to the Holder, that, to the extent applicable, all representations and
warranties  of  the  Company  set  forth  in  the  Subscription  Agreement dated
September  23,  2003,  are  incorporated  herein  as though fully set forth. The
Company  also  agrees  that all rights granted to the Holder as set forth in the
Subscription  Agreement dated September 23, 2003 are also incorporated herein as
though  fully  set  forth.

3.     Representations of the Holder.  The Holder represents and warrants to the
Company  as  follows:

3.1     Investment  Intent.  The Debentures, and the shares of Common Stock into
which  the  Debentures,  may  be  converted  or  exercised  (collectively,  the
"Securities")  are,  or  will  be,  acquired  for  the Holder's own account, for
investment  and  not  with  a  view  to,  or  for resale in connection with, any
distribution  or  public  offering  thereof within the meaning of the Securities
Act.

3.2     Reviews  and  Inspection.  The Holder and his or its representatives and
legal  counsel  have  been  granted  the  opportunity  to review and inspect the
Company's  corporate books, financial statements, records, contracts, documents,
offices  and  facilities, and have been afforded an opportunity to ask questions
of  the  Company's  officers, employees, agents, accountants and representatives
concerning  the  Company's  business.   Holder  is  relying  on its own analysis
regarding the Company's operations, financial condition, assets, liabilities and
other  relevant  matters  as  Holder  deemed  necessary or desirable in order to
evaluate the merits and risks of the prospective investment contemplated herein.
Holder acknowledges that it has not relied upon any information given to Holder,
or  any  statements  made,  by  the  Company or any officers or directors of the
Company,  except for the representations and warranties of the Company expressly
made  herein.

3.3     Holder  Due  Diligence.  The  Holder  and its representatives are solely
responsible  for  the  Holder's own "due diligence" investigation of the Company
and  its  management  and  business  and  for Holder's analysis of the financial
future  and  viability  of  the  Company  and  desirability of the terms of this
investment.   Holder  acknowledges  that  neither the Company nor any officer or
director  of  the Company is making any representation or warranty regarding the
Company's  financial  projections  previously given to Holder or the assumptions
underlying such financial projections, as such financial projections are subject
to  significant  business,  economic  and other uncertainties and contingencies.
Holder  acknowledges  that  if  the Company is not able to operate profitably or
generate  positive  cash  flows,  the  Company  may  have difficulty meeting its
obligations  and may not be able to continue to operate its business, and Holder
could  lose all of its investment.  The Holder has such knowledge and experience
in  financial  and business matters that the Holder is capable of evaluating the
merits and risks of the purchase of the Securities pursuant to the terms of this
Agreement  and  of  protecting  the  Holder's  interest in connection therewith.

3.4     Accredited  Investor Status.  Holder is an "Accredited Investor" as that
term is defined in Rule 501 of Regulation D promulgated under the Securities Act
because  each member of Holder is an "Accredited Investor" and Holder is able to
bear  the  economic risk of the purchase of the Securities pursuant to the terms
of  this  Agreement, including a complete loss of the Holder's investment in the
Securities.

3.5     Authority  for  Agreement.  The  Holder  has  the  full right, power and
authority  to  enter  into  and  perform the Holder's obligations under the this
Agreement,  and  the  Agreement constitutes the valid and binding obligations of
the  Holder  enforceable  in  accordance  with their terms, except as limited by
applicable  bankruptcy,  insolvency, reorganization, moratorium or other laws of
general  application  relating  to or affecting enforcement of creditors' rights
and  rules  or  laws  concerning  equitable  remedies.

3.6     Governmental  Consents.  No  consent,  approval  or  authorization of or
designation,  declaration  or filing with any governmental authority on the part
of  the  Holder is required in connection with the valid execution, delivery and
performance  of  this  Agreement.

3.7     Not an Investment Company.  Neither the Holder nor any of its members is
an  "investment  company"  or  a  company controlled by an "investment company",
within the meaning of the Investment Company Act of 1940, or principally engaged
in, or undertaking as one of its important activities, the business of extending
credit  for  the  purpose  of  purchasing  or  carrying  margin  stock.

3.8     Tax  Matters.  The  Holder  has  not  relied  on  any  statements  or
representations of the Company or any of its agents with respect to the federal,
state,  local  and  foreign tax consequences of this investment and the federal,
state,  local  and foreign tax consequences of transactions contemplated by this
Agreement.  With  respect  to  such matters, the Holder understands that it (and
not  the  Company) shall be responsible for its own tax liability that may arise
as  a  result  of  this  investment  or  the  transactions  contemplated by this
Agreement.

4.     Reserved

5.     Assignment.  This  Agreement  and  all  of  the provisions hereof will be
binding upon and inure to the benefit of the parties hereto and there respective
successors  and  permitted assigns.  Any party hereunder may assign neither this
Agreement  nor any of the rights, interests or obligations without prior written
consent  of  the  other  party.

6.     Survival  of  Representations  and  Warranties.  All  agreements,
representations  and warranties contained herein shall survive the execution and
delivery  of  this  Agreement; provided, however, that except as provided above,
such representations and warranties need only be accurate as of the date of such
execution.

7.     Notices.  All notices, requests, consents, and other communications under
this  Agreement  shall  be  in  writing and shall be delivered by hand or fax or
mailed  by  first  class certified or registered mail, return receipt requested,
postage  prepaid:

     If,  to  the  Company,  at  _____________________________________________,
Attention:  President,  or  at  such other address or addresses as may have been
furnished  in  writing  by  the  Company  to  the  Holder.

If to the Holder, __________________________________________________, Attention:
_______________,  or  at  such  other  address  or  addresses  as  may have been
furnished  in  writing  by  the  Holder  to  the  Company.

     Notices  provided in accordance with this Section shall be deemed delivered
upon  personal  delivery  or  two  business  days  after  deposit  in  the mail.

8.     Brokers.  Each of the Holder and the Company  (a) represents and warrants
to the other party that it has not retained any finders or brokers in connection
with the transactions contemplated by this Agreement, and (b) will indemnify and
save  the  other party harmless from and against any and all claims, liabilities
or  obligations  with  respect  to brokerage or finders' fees or commissions, or
consulting  fees  in  connection  with  the  transactions  contemplated  by this
Agreement  asserted  by  any  person  on  the  basis  of  any  statement  or
representation  alleged  to  have  been  made  by  it.

9.     Entire  Agreement.  This  Agreement  embodies  the  entire  agreement and
understanding  between  the  parties  hereto  with respect to the subject matter
hereof  and  supersedes all prior agreements and understandings relating to such
subject  matter.

10.     Amendments  and  Waivers.  Any term of this Agreement may be amended and
the  observance of any term of this Agreement may be waived (either generally or
in  a  particular  instance and either retroactively or prospectively) only with
the  written consent of the Company and the Holder.  No waivers of or exceptions
to  any  term,  condition  or  provision  of  this  Agreement,  in  any  one  or
More  instances, shall be deemed to be, or construed as, a further or continuing
waiver  of  any  such  term,  condition  or  provision.

11.     Counterparts.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed to be an original, but all of which
shall  be  one  and  the  same  document.

12.     Section  Headings.  The  Section headings are for the convenience of the
parties  and  in no way alter, modify, amend, limit, or restrict the contractual
obligations  of  the  parties.

13.     Severability.  Any  part,  provision, representation or warranty of this
Agreement  that  is prohibited or that is held to be void or unenforceable shall
be  ineffective  solely  to the extent of such prohibition or non-enforceability
without  invalidating  the  remaining  provisions  hereof.

14.     Governing  Law.  This  Agreement  shall  be governed by and construed in
accordance  with  the  laws of the State of Massachusetts (without regard to its
conflict  of  laws  principles).  The  parties hereto irrevocably consent to the
exclusive  personal  jurisdiction  of  the  federal  and state courts located in
Massachusetts,  as applicable, for any matter arising out of or relating to this
Agreement.


     [Signature  page  follows]





<PAGE>


                 DEBENTURE EXCHANGE AGREEMENT / NOTE CONVERSION

IN  WITNESS  WHEREOF,  the  parties  have executed this Agreement as of the date
written  in  the  preamble  of  this  Agreement.

"COMPANY":

NETWORK  INSTALLATION  CORP.
a  Nevada  corporation


By:  /s/  Michael  Cummings
      ____________________


"HOLDER":


By:  /s/  Douglas  Leighton
     ___________________



<PAGE>

                                    EXHIBIT A
                            Certificate of Designation


     FOR  VALUE  RECEIVED,  Network Installations Corpa Nevada corporation (the
"Company"),  hereby  promises  to pay Dutchess Private Equities Fund, L.P.  (the
"Holder")  on  the respective dates of Notes owed as outlined in the Convertible
Debenture  Exchange  Agreement  -  October  5, 2003 ($75,000), December 17, 2003
($35,000),  January 9, 2004 ($125,00)), February 2, 2004 ($75,000), and February
5,  2004  ($25,000)  (the  "Maturity  Dates"), the total principal amount of Two
Hundred  and  Sixty Thousand Dollars ($260,000) U.S., and to pay interest on the
principal  amount  hereof,  in such amounts, at such times and on such terms and
conditions  as  are  specified  herein.

     Tacking

     The  Company  does  hereby  irrevocably  agree to allow the Holder to "tack
back"  to  the  original  date  of  each Note as described above for the Date of
Consideration  for  the  Debentures.

     Interest

     The  Company  shall  pay  interest  on  the  unpaid principal amount of the
Debentures  (the "Debenture") at the time of each conversion until the principal
amount  hereof  is  paid in full or has been converted. The Debentures shall pay
six  percent (6%) cumulative interest, in cash or in shares of common stock, par
value  $.001 per share, of the Company ("Common Stock"), at the Holder's option,
at  the time of each conversion. The closing shall be deemed to have occurred on
the  dates  of  the  respective  Notes  as outlined above ("Closing Date").  The
Debentures are subject to automatic conversion at the end of four (4) years from
the  date  of  issuance  at  which  time  all  Debentures  outstanding  will  be
automatically  converted  based  upon  the  formula  set  forth  in Section 3.2.

     Conversion

Conversion  Privilege

The  Holder  of the Debentures shall have the right to convert it into shares of
Common  Stock  at  any  time following the Closing Date and  which is before the
close  of  business  on the Maturity Date, except as set forth in Section 3.1(c)
below.  The number of shares of Common Stock issuable upon the conversion of the
Debentures  is determined pursuant to Section 4.2 and rounding the result to the
nearest  whole  share.

The  Debentures  may  not  be  converted, whether in whole or in part, except in
accordance  with  Article  3.

In  the  event  all  or any portion of the Debentures remains outstanding on the
Maturity  Date,  the unconverted portion of such Debenture will automatically be
converted  into  shares  of Common Stock on such date in the manner set forth in
Section  3.2.

Conversion  Procedure.

Conversion  Procedures.  The  face amount of the Debentures may be converted, in
whole or in part, any time following the Closing Date.  Such conversion shall be
effectuated  by  surrendering to the Company, or its attorney, the Debentures to
be  converted  together  with  a  facsimile  or original of the signed Notice of
Conversion  which  evidences  Holder's  intention  to  convert  the  Debenture
indicated.  The date on which the Notice of Conversion is effective ("Conversion
Date")  shall  be deemed to be the date on which the Holder has delivered to the
Company  a  facsimile or original of the signed Notice of Conversion, as long as
the  original  Debenture(s)  to  be converted are received by the Company within
five (5) business days thereafter.  At such time that the original Debenture has
been  submitted  to the Company, the Holder can elect to whether a reissuance of
the  debenture  is warranted, or whether the Company can retain the Debenture as
to  a  continual conversion by Holder.  Notwithstanding the above, any Notice of
Conversion  received by 4:00 P.M. EST, shall be deemed to have been received the
previous business day.  Receipt being via a confirmation of time of facsimile of
the  Holder.

Common  Stock  to  be  Issued.  Upon  the  conversion of any Debentures and upon
receipt  by  the  Company or its attorney of a facsimile or original of Holder's
signed  Notice  of  Conversion  the Company shall instruct its transfer agent to
issue  stock  certificates  without  restrictive  legend  or  stop  transfer
instructions,  if  at  that  time  the  Registration Statement has been declared
effective  (or  with proper restrictive legend if the Registration Statement has
not  as  yet  been declared effective), in such denominations to be specified at
conversion  representing the number of shares of Common Stock issuable upon such
conversion,  as  applicable.   The  Company  shall  act  as  Registrar and shall
maintain an appropriate ledger containing the necessary information with respect
to  each  Debenture. The Company warrants that no instructions, other than these
instructions,  have  been  given or will be given to the transfer agent and that
the  Common  Stock  shall otherwise be freely resold, except as may be set forth
herein.

Conversion  Rate.  Holder  is  entitled  to  convert  the  face  amount  of  the
Debentures,  plus  accrued  interest, anytime following the Closing Date, at the
lesser  of  (i)  75%  of  the  lowest  closing bid price during the fifteen (15)
trading  days  prior  to  the Conversion Date or (ii) 100% of the average of the
closing  bid  prices  for the twenty (20) trading days immediately preceding the
Closing  Date  ("Fixed  Conversion  Price"),  each  being  referred  to  as  the
"Conversion  Price".  No  fractional  shares  or scrip representing fractions of
shares  will be issued on conversion, but the number of shares issuable shall be
rounded  up  or  down,  as  the  case  may  be,  to  the  nearest  whole  share.

Nothing  contained in the Debentures shall be deemed to establish or require the
payment  of  interest  to  the  Holder  at  a rate in excess of the maximum rate
permitted  by governing law.  In the event that the rate of interest required to
be  paid  exceeds  the  maximum  rate  permitted  by  governing law, the rate of
interest  required  to  be paid thereunder shall be automatically reduced to the
maximum rate permitted under the governing law and such excess shall be returned
with  reasonable  promptness  by  the  Holder  to  the  Company.

It  shall  be  the Company's responsibility to take all necessary actions and to
bear  all such costs to issue the Common Stock as provided herein, including the
responsibility and cost for delivery of an opinion letter to the transfer agent,
if  so required.  The person in whose name the certificate of Common Stock is to
be  registered  shall  be  treated  as  a shareholder of record on and after the
conversion  date.  Upon  surrender of any Debentures that are to be converted in
part,  the  Company  shall  issue  to  the  Holder  a new Debenture equal to the
unconverted  amount,  if  so  requested  in  writing  by  Holder.

Within  three  (3)  business days after receipt of the documentation referred to
above  in Section 3.2(a), the Company shall deliver a certificate, in accordance
with  Section  3.2(c) for the number of shares of Common Stock issuable upon the
conversion.  In  the  event  the  Company  does  not make delivery of the Common
Stock,  as  instructed  by  Holder,  within  three  (3)  business days after the
Conversion  Date, then in such event the Company shall pay to Holder one percent
(1%)  in cash, of the dollar value of the Debentures being converted, compounded
daily,  per each day after the third (3rd) business day following the Conversion
Date  that  the  Common  Stock  is  not  delivered  to  the  Purchaser.

                The  Company acknowledges that its failure to deliver the Common
Stock  within  three  (3) business days after the Conversion Date will cause the
Holder  to  suffer  damages  in  an  amount that will be difficult to ascertain.
Accordingly,  the  parties  agree  that  it  is  appropriate  to  include in the
Debentures  a  provision  for  liquidated  damages.  The parties acknowledge and
agree that the liquidated damages provision set forth in this section represents
the parties' good faith effort to quantify such damages and, as such, agree that
the  form  and  amount  of  such  liquidated damages are reasonable and will not
constitute  a  penalty.  The payment of liquidated damages shall not relieve the
Company  from  its obligations to deliver the Common Stock pursuant to the terms
of  the  Debentures.

              To  the extent that the failure of the Company to issue the Common
Stock pursuant to this Section 3.2(f) is due to the unavailability of authorized
but unissued shares of Common Stock, the provisions of this Section 3.2(f) shall
not  apply  but  instead  the  provisions  of  Section  3.2(g)  shall  apply.

              The  Company  shall  make any payments incurred under this Section
3.2(f)  in  immediately  available funds within three (3) business days from the
date the Common Stock is fully delivered.  Nothing herein shall limit a Holder's
right  to  pursue  actual  damages  or  cancel  the conversion for the Company's
failure  to  issue  and  deliver  Common  Stock  to  the Holder within three (3)
business  days  after  the  Conversion  Date.

The Company shall at all times reserve (or make alternative written arrangements
for  reservation  or contribution of shares) and have available all Common Stock
necessary  to  meet  conversion  of  the Debentures by all Holders of the entire
amount  of  Debentures then outstanding. If, at any time Holder submits a Notice
of  Conversion  and the Company does not have sufficient authorized but unissued
shares  of  Common  Stock  (or  alternative  shares  of  Common  Stock as may be
contributed  by  Stockholders) available to effect, in full, a conversion of the
Debentures  (a  "Conversion Default", the date of such default being referred to
herein  as the "Conversion Default Date"), the Company shall issue to the Holder
all  of  the  shares  of  Common  Stock  which  are available, and the Notice of
Conversion as to any Debentures requested to be converted but not converted (the
"Unconverted  Debentures"), may be deemed null and void upon written notice sent
by  the  Holder  to  the  Company.  The  Company  shall  provide  notice of such
Conversion  Default  ("Notice of Conversion Default") to all existing Holders of
outstanding  Debentures,  by  facsimile,  within  three (3) business day of such
default  (with  the original delivered by overnight or two day courier), and the
Holder  shall  give notice to the Company by facsimile within five business days
of  receipt  of  the  original  Notice  of Conversion Default (with the original
delivered  by overnight or two day courier) of its election to either nullify or
confirm  the  Notice  of  Conversion.

     The Company agrees to pay to all Holders of outstanding Debentures payments
for  a  Conversion  Default  ("Conversion  Default  Payments")  in the amount of
(N/365)  x (.24) x the initial issuance price of the outstanding and/or tendered
but  not  converted  Debentures held by each Holder where N = the number of days
from the Conversion Default Date to the date (the "Authorization Date") that the
Company  authorizes  a  sufficient  number  of  shares of Common Stock to effect
conversion  of  all  remaining  Debentures.  The  Company  shall  send  notice
("Authorization  Notice")  to  each  Holder  of  outstanding  Debentures  that
additional  shares  of Common Stock have been authorized, the Authorization Date
and  the  amount  of Holder's accrued  Conversion Default Payments.  The accrued
Conversion  Default  shall  be  paid in cash or shall be convertible into Common
Stock  at  the  Conversion  Rate,  upon written notice sent by the Holder to the
Company, which Conversion Default shall be payable as follows:  (i) in the event
Holder  elects to take such payment in cash, cash payments shall be made to such
Holder  of  outstanding  Debentures  by  the fifth day of the following calendar
month,  or  (ii)  in  the event Holder elects to take such payment in stock, the
Holder  may  convert  such  payment amount into Common Stock  at  the conversion
rate  set  forth in Section 3.2(c) at any time after the 5th day of the calendar
month  following the month in which the Authorization Notice was received, until
the  expiration  of  the  mandatory  four  (4)  year  conversion  period.

     The  Company  acknowledges that its failure to maintain a sufficient number
of authorized but unissued shares of Common Stock to effect in full a conversion
of the Debentures will cause the Holder to suffer damages in an amount that will
be  difficult  to  ascertain.  Accordingly,  the  parties  agree  that  it  is
appropriate  to  include  in  this Agreement a provision for liquidated damages.
The  parties  acknowledge  and  agree  that the liquidated damages provision set
forth in this section represents the parties' good faith effort to quantify such
damages  and, as such, agree that the form and amount of such liquidated damages
are  reasonable  and  will  not constitute a penalty.  The payment of liquidated
damages shall not relieve the Company from its obligations to deliver the Common
Stock  pursuant  to the terms of the Debentures.  Nothing herein shall limit the
Holder's  right to pursue actual damages for the Company's failure to maintain a
sufficient  number  of  authorized  shares  of  Common  Stock.

If,  by the third (3rd) business day after the Conversion Date of any portion of
the  Debentures  to be converted (the "Delivery Date"), the transfer agent fails
for  any  reason  to  deliver the Common Stock upon conversion by the Holder and
after such Delivery Date, the Holder purchases, in an open market transaction or
otherwise,  shares  of  Common  Stock (the "Covering Shares") solely in order to
make delivery in satisfaction of a sale of Common Stock by the Holder (the "Sold
Shares"),  which delivery such Holder anticipated to make using the Common Stock
issuable  upon  conversion (a "Buy-In"), the Company shall pay to the Holder, in
addition  to any other amounts due to Holder pursuant to the Debentures, and not
in  lieu  thereof, the Buy-In Adjustment Amount (as defined below).  The "Buy In
Adjustment  Amount"  is  the  amount  equal  to  the  excess, if any, of (x) the
Holder's  total purchase price (including brokerage commissions, if any) for the
Covering  Shares over (y) the net proceeds (after brokerage commissions, if any)
received  by the Holder from the sale of the Sold Shares.  The Company shall pay
the Buy-In Adjustment Amount to the Holder in immediately available funds within
five  (5) business days of written demand by the Holder.  By way of illustration
and not in limitation of the foregoing, if the Holder purchases shares of Common
Stock having a total purchase price (including brokerage commissions) of $11,000
to  cover  a  Buy-In  with  respect  to  shares  of Common Stock it sold for net
proceeds  of  $10,000,  the  Buy-In  Adjustment Amount which the Company will be
required  to  pay  to  the  Holder  will  be  $1,000.

Prospectus  and Other Documents. The Company shall furnish to Holder such number
of prospectuses and other documents incidental to the registration of the shares
of  Common  Stock  underlying  the  Debentures,  including  any  amendment of or
supplements  thereto.

Limitation  on  Issuance of Shares. If the Company's Common Stock becomes listed
on  the Nasdaq SmallCap Market after the issuance of the Debentures, the Company
may be limited in the number of shares of Common Stock it may issue by virtue of
(X)  the number of authorized shares or (Y) the applicable rules and regulations
of  the  principal  securities  market  on  which  the Common Stock is listed or
traded, including, but not necessarily limited to, NASDAQ Rule 4310(c)(25)(H)(i)
or  Rule 4460(i)(1), as may be applicable (collectively, the "Cap Regulations").
Without  limiting  the  other  provisions thereof, (i) the Company will take all
steps  reasonably  necessary to be in a position to issue shares of Common Stock
on  conversion  of the Debentures without violating the Cap Regulations and (ii)
if,  despite  taking  such  steps, the Company still cannot issue such shares of
Common  Stock  without  violating the Cap Regulations, the holder of a Debenture
which cannot be converted as result of the Cap Regulations (each such Debenture,
an  "Unconverted  Debenture")  shall  have  the  right  to  elect  either of the
following  remedies:

     (x)  if  permitted  by  the  Cap  Regulations, require the Company to issue
shares  of Common Stock in accordance with such holder's Notice of Conversion at
a  conversion  purchase  price equal to the average of the closing bid price per
share  of  Common  Stock  for  any five (5) consecutive trading days (subject to
certain  equitable  adjustments for certain events occurring during such period)
during the sixty (60) trading days immediately preceding the Conversion Date; or

     (y)  require the Company to redeem each Unconverted Debenture for an amount
(the  "Redemption Amount"), payable in cash, equal to the sum of (i) one hundred
thirty-three  percent  (133%) of the principal of an Unconverted Debenture, plus
(ii) any accrued but unpaid interest thereon through and including the date (the
"Redemption  Date")  on  which  the  Redemption  Amount  is  paid to the holder.

     A  holder  of  an Unconverted Debenture may elect one of the above remedies
with  respect  to  a  portion of such Unconverted Debenture and the other remedy
with  respect  to  other  portions of the Unconverted Debenture.  The Debentures
shall  contain  provisions  substantially  consistent with the above terms, with
such additional provisions as may be consented to by the Holder.  The provisions
of  this section are not intended to limit the scope of the provisions otherwise
included  in  the  Debentures.

Limitation  on  Amount  of Conversion and Ownership. Notwithstanding anything to
the  contrary  in  the  Debentures,  in no event shall the Holder be entitled to
convert  that amount of Debenture, and in no event shall the Company permit that
amount of conversion, into that number of shares, which when added to the sum of
the  number  of  shares  of  Common  Stock  beneficially owned, (as such term is
defined  under  Section  13(d)  and Rule 13d-3 of the Securities Exchange Act of
1934, as may be amended, (the "1934 Act")), by the Holder, would exceed 4.99% of
the  number  of  shares  of  Common Stock outstanding on the Conversion Date, as
determined  in  accordance with Rule 13d-1(j) of the 1934 Act. In the event that
the  number  of  shares  of Common Stock outstanding as determined in accordance
with  Section  13(d) of the 1934 Act is different on any Conversion Date than it
was  on  the Closing Date, then the number of shares of Common Stock outstanding
on  such  Conversion  Date  shall govern for purposes of determining whether the
Holder  would be acquiring beneficial ownership of more than 4.99% of the number
of  shares  of  Common  Stock  outstanding  on  such  Conversion  Date.

Legend.  The  Holder  acknowledges  that  each  certificate  representing  the
Debentures,  and the Common Stock unless registered pursuant to the Registration
Rights Agreement dated TTedDate of the original reg rights., shall be stamped or
otherwise  imprinted  with  a  legend  substantially  in  the  following  form:

THE  SECURITIES  EVIDENCED  BY  THIS  CERTIFICATE  MAY  NOT  BE OFFERED OR SOLD,
TRANSFERRED,  PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT
TO  AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  (ii)  TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR
RULE  UNDER  SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) IF AN
EXEMPTION  FROM  REGISTRATION  UNDER  SUCH  ACT  IS  AVAILABLE.

(m)  Prior to conversion of all the Debentures, if at any time the conversion of
all  the Debentures and exercise of all the Warrants outstanding would result in
an  insufficient  number of authorized shares of Common Stock being available to
cover all the conversions, then in such event, the Company will move to call and
hold  a shareholder's meeting or have shareholder action with written consent of
the proper number of shareholders within thirty (30) days of such event, or such
greater  period  of  time  if  statutorily  required  or reasonably necessary as
regards  standard brokerage house and/or SEC requirements and/or procedures, for
the  purpose  of authorizing additional shares of Common Stock to facilitate the
conversions.   In such an event management of the Company shall recommend to all
shareholders  to  vote their shares in favor of increasing the authorized number
of  shares  of  Common  Stock.  Management  of the Company shall vote all of its
shares of Common Stock in favor of increasing the number of shares of authorized
Common  Stock.  Company represents and warrants that under no circumstances will
it  deny  or prevent Holder's right to convert the Debentures as permitted under
the  terms  of this Subscription Agreement or the Registration Rights Agreement.
Nothing  in  this  Section shall limit the obligation of the Company to make the
payments  set  forth  in  Section  3.2(g).  The  investor,  at their option, may
request  the  company  to  authorize and issue additional shares if the investor
feels  it  is necessary for conversions in the future In the event the Company's
shareholder's  meeting  does  not  result  in  the  necessary authorization, the
Company  shall  redeem the outstanding Debentures for an amount equal to (x) the
sum of the principal of the outstanding Debentures plus accrued interest thereon
multiplied  by  (y)  133%.

Fractional  Shares.  The  Company  shall  not  issue fractional shares of Common
Stock,  or  scrip  representing fractions of such shares, upon the conversion of
the  Debentures.  Instead,  the  Company shall round up or down, as the case may
be,  to  the  nearest  whole  share.

Taxes  on  Conversion.  The  Company shall pay any documentary, stamp or similar
issue  or  transfer  tax  due  on  the  issue of shares of Common Stock upon the
conversion  of the Debentures.  However, the Holder shall pay any such tax which
is  due  because  the  shares  are  issued  in  a  name  other  than  its  name.

Company  to  Reserve  Stock.  The  Company shall reserve the number of shares of
Common  Stock  required  pursuant  to  and  upon  the  terms  set  forth  in the
Subscription  Agreement  to permit the conversion of the Debentures.  All shares
of  Common  Stock  which  may  be  issued  upon the conversion hereof shall upon
issuance  be  validly  issued,  fully  paid  and nonassessable and free from all
taxes,  liens  and  charges  with  respect  to  the  issuance  thereof.

Restrictions  on  Sale.  The  Debentures  has  not  been  registered  under  the
Securities  Act  of  1933,  as  amended,  (the  "Act") and is being issued under
Section  4(2) of the Act and Rule 506 of Regulation D promulgated under the Act.
The  Debentures  and  the  Common Stock issuable upon the conversion thereof may
only  be  sold  pursuant  to  registration  under  or an exemption from the Act.

Mergers, Etc.  If the Company merges or consolidates with another corporation or
sells  or transfers all or substantially all of its assets to another person and
the  holders  of  the  Common Stock are entitled to receive stock, securities or
property  in  respect of or in exchange for Common Stock, then as a condition of
such  merger, consolidation, sale or transfer, it may thereafter be converted on
the terms and subject to the conditions set forth above into the kind and amount
of  stock,  securities  or  property receivable upon such merger, consolidation,
sale  or transfer by a holder of the number of shares of Common Stock into which
the  Debentures  might  have  been  converted  immediately  before  such merger,
consolidation, sale or transfer, subject to adjustments which shall be as nearly
equivalent  as may be practicable to adjustments provided for in this Article 3.

Company  Mandatory  Redemption.  The  Holder, at its sole option, shall have the
right  to  exercise a "Mandatory Redemption" to redeem, in whole or in part, the
outstanding  amount  of  the  Debenture,  as follows: The Holder must notify the
Company  in writing, via facsimile transmission, that it is exercising its right
of  Mandatory  Redemption.  In  the  event  the  Holder  exercises such right of
Mandatory  Redemption  the Company shall pay the Holder in U.S. currency 130% of
that  portion of the Debentures being redeemed, plus accrued but unpaid interest
and  liquidated  damages,  if  any.  The  redemption amount shall be paid to the
Holder  within  five  (5) calendar days of the date the Company receives written
notice  from  the  Holder  of the Mandatory Redemption notice and if not paid in
such time the Company shall not be entitled to any further Mandatory Redemption.


     Mergers
     The  Company  shall  not  consolidate  or  merge  into,  or transfer all or
substantially  all  of  its assets to, any person, unless such person assumes in
writing  the  obligations  of  the  Company under the Debentures and immediately
after  such transaction no Event of Default exists.  Any reference herein to the
Company  shall  refer  to  such  surviving  or  transferee  corporation  and the
obligations  of  the  Company  shall  terminate  upon  such  written assumption.

   Reports
     The  Company  will mail to the Holder hereof at its address as shown on the
Register  a  copy  of any annual, quarterly or current report that it files with
the  Securities  and Exchange Commission promptly after the filing thereof and a
copy  of  any annual, quarterly or other report or proxy statement that it gives
to  its  shareholders  generally at the time such report or statement is sent to
shareholders.

     Defaults  and  Remedies

Events  of  Default.  An  "Event  of Default" occurs if (a) the Company does not
make  the  payment  of the principal of the Debentures by conversion into Common
Stock  within  ten  (10)  business days of the Maturity Date, upon redemption or
otherwise,  (b)  the  Company  does  not make a payment, other than a payment of
principal,  for  a  period of three (3) business days thereafter, (c) any of the
Company's  representations or warranties contained in the Subscription Agreement
or  the  Debentures were false when made or the Company fails to comply with any
of its other agreements in the Subscription Agreement or the Debentures and such
failure  continues  for the period and after the notice specified below, (d) the
Company  pursuant to or within the meaning of any Bankruptcy Law (as hereinafter
defined):  (i)  commences  a  voluntary  case;  (ii) consents to the entry of an
order  for  relief  against  it  in  an  involuntary case; (iii) consents to the
appointment  of  a  Custodian  (as  hereinafter  defined)  of  it  or for all or
substantially  all  of  its  property or (iv) makes a general assignment for the
benefit  of  its  creditors  or  (v) a court of competent jurisdiction enters an
order  or  decree  under any Bankruptcy Law that:  (A) is for relief against the
Company  in  an involuntary case; (B) appoints a Custodian of the Company or for
all  or  substantially  all of its property or (C) orders the liquidation of the
Company,  and  the order or decree remains unstayed and in effect for sixty (60)
calendar  days,  (e) the Company's Common Stock is suspended or no longer listed
on  any recognized exchange including electronic over-the-counter bulletin board
for  in  excess  of  five (5) consecutive trading days.  As used in this Section
7.1,  the  term "Bankruptcy Law" means Title 11 of the United States Code or any
similar  federal  or  state law for the relief of debtors.  The term "Custodian"
means  any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy  Law.  A  default  under  clause (c) above is not an Event of Default
until  the  holders  of  at  least  25% of the aggregate principal amount of the
Debentures  outstanding  notify the Company of such default and the Company does
not  cure  it within thirty (30) business days after the receipt of such notice,
unless the Company commences to cure such default within such period, which must
specify  the  default, demand that it be remedied and state that it is a "Notice
of  Default".  Prior  to  the expiration of the time for curing a default as set
forth  in  the  preceding  sentence,  the  holders  of  a  majority in aggregate
principal  amount  of  the  Debentures  at  the  time  outstanding (exclusive of
Debentures  then  owned  by  the Company or any subsidiary or affiliate) may, on
behalf  of the holders of all of the Debentures, waive any past Event of Default
hereunder  (or  any past event which, with the lapse of time or notice and lapse
of  time  designated  in  subsection  (a),  would constitute an Event of Default
hereunder)  and  its  consequences,  except  a  default  in  the  payment of the
principal  of  or  interest  on  any  of the Debentures. In the case of any such
waiver,  such default or Event of Default shall be deemed to have been cured for
every  purpose  of  the  Debentures  and  the  Company  and  the  holders of the
Debentures  shall  be  restored  to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other default
or  impair  any  right  consequent  thereon.

Acceleration.  If  an  Event  of  Default  occurs  and is continuing, the Holder
hereof  by  notice  to the Company may declare the remaining principal amount of
the  Debentures,  together with all accrued interest and any liquidated damages,
to  be  due  and payable.  Upon such declaration, the remaining principal amount
shall  be  due  and  payable  immediately.

Seniority,  No  indebtedness of the Company is senior to the Debentures in right
of  payment,  whether  with  respect to interest, damages or upon liquidation or
dissolution  or  otherwise.

     Registered  Debentures

Record  Ownership.  The  Company,  or its attorney, shall maintain a register of
the holders of the Debentures (the "Register") showing their names and addresses
and  the serial numbers and principal amounts of Debentures issued to them.  The
Register  may  be maintained in electronic, magnetic or other computerized form.
The  Company  may  treat the person named as the Holder of the Debentures in the
Register  as the sole owner of the Debentures.   The Holder of the Debentures is
the  person  exclusively  entitled  to  receive  payments  of  interest  on  the
Debentures,  receive  notifications  with  respect to the Debentures, convert it
into  Common  Stock  and  otherwise exercise all of the rights and powers as the
absolute  owner  hereof.

Worn  or  Lost Debentures.  If the Debentures becomes worn, defaced or mutilated
but is still substantially intact and recognizable, the Company or its agent may
issue  a  new Debenture in lieu hereof upon its surrender.   Where the Holder of
the  Debentures claims that the Debenture has been lost, destroyed or wrongfully
taken,  the  Company  shall  issue  a  new  Debenture  in  place of the original
Debenture  if  the  Holder so requests by written notice to the Company actually
received  by  the  Company  before  it  is  notified that the Debenture has been
acquired by a bona fide purchaser and the Holder has delivered to the Company an
indemnity  bond  in  such  amount and issued by such surety as the Company deems
satisfactory  together  with  an affidavit of the Holder setting forth the facts
concerning  such loss, destruction or wrongful taking and such other information
in  such  form  with  such  proof  or  verification  as the Company may request.

     Notice.

     Any  notices,  consents,  waivers  or  other  communications  required  or
permitted  to  be given under the terms of the Debentures must be in writing and
will  be  deemed  to  have  been  delivered  (i)  upon  receipt,  when delivered
personally;  (ii)  upon receipt, when sent by facsimile (provided a confirmation
of  transmission is mechanically or electronically generated and kept on file by
the  sending  party);  or  (iii)  one  (1)  day  after deposit with a nationally
recognized  overnight  delivery  service, in each case properly addressed to the
party  to  receive  the  same.  The  addresses  and  facsimile  numbers for such
communications  shall  be:

If  to  the  Company:
     Michael  Cummings,  CEO
     Network  Installations  Corp
     18  Technology  Dr.,  Suite  140A,
    Irvine,  CA
     Telephone:  949-753-7551
     Facsimile:  949-753-7499


If  to  the  Investor:

     At  the  address  listed  in  the  Questionnaire.


     Each  party  shall provide five (5) business days prior notice to the other
party  of  any  change  in  address,  phone  number  or  facsimile  number.

     Time
     Where  the  Debentures  authorizes  or requires the payment of money or the
performance  of  a  condition  or obligation on a Saturday or Sunday or a public
holiday,  or authorizes or requires the payment of money or the performance of a
condition or obligation within, before or after a period of time computed from a
certain date, and such period of time ends on a Saturday or a Sunday or a public
holiday,  such  payment  may be made or condition or obligation performed on the
next  succeeding  business day, and if the period ends at a specified hour, such
payment  may  be made or condition performed, at or before the same hour of such
next  succeeding  business  day,  with  the  same force and effect as if made or
performed  in  accordance  with  the  terms of the Debentures.  A "business day"
shall  mean  a day on which the banks in New York are not required or allowed to
be  closed.

     No  Assignment
     The  Debentures  shall  not  be  assignable.

     Rules  of  Construction.
     In  the  Debentures,  unless  the  context otherwise requires, words in the
singular  number include the plural, and in the plural include the singular, and
words  of the masculine gender include the feminine and the neuter, and when the
sense  so  indicates,  words  of the neuter gender may refer to any gender.  The
numbers  and  titles  of  sections  contained  in the Debenture are inserted for
convenience  of  reference  only, and they neither form a part of the Debentures
nor are they to be used in the construction or interpretation hereof.  Wherever,
in  the  Debentures, a determination of the Company is required or allowed, such
determination  shall  be  made  by  a  majority of the Board of Directors of the
Company and if it is made in good faith, it shall be conclusive and binding upon
the  Company  and  the  Holder  of  the  Debentures.

     Governing  Law
     The validity, terms, performance and enforcement of the Debentures shall be
governed  and construed by the provisions hereof and in accordance with the laws
of  the  Commonwealth  of  Massachusetts  applicable  to  agreements  that  are
negotiated,  executed,  delivered  and  performed  solely in the Commonwealth of
Massachusetts.

     Litigation

Disputes  subject  to  arbitration  governed  by  massachusetts  law

     All  disputes  arising  under  this  agreement  shall  be  governed  by and
interpreted  in  accordance  with the laws of the Commonwealth of Massachusetts,
without regard to principles of conflict of laws.  The parties to this agreement
will  submit all disputes arising under this agreement to arbitration in Boston,
Massachusetts before a single arbitrator of the American Arbitration Association
("AAA").  The  arbitrator  shall  be selected by application of the rules of the
AAA, or by mutual agreement of the parties, except that such arbitrator shall be
an  attorney  admitted to practice law in the Commonwealth of Massachusetts.  No
party  to  this agreement will challenge the jurisdiction or venue provisions as
provided  in  this  section.



     IN  WITNESS WHEREOF, the Company has duly executed the Debentures as of the
date  first  written  above.

                         NETWORK  INSTALLATION  CORP.

                              By/s/  Michael  Cummings
                         Name:       Michael  Cummings
                        Title:       CEO

                              DUTCHESS  PRIVATE  EQUITIES  FUND,  II,  L.P.
                              BY  ITS  GENERAL  PARTNER  DUTCHESS
                              CAPITAL  MANAGEMENT,  LLC

                         By:  /s/  Douglas  Leighton
                          Name:  Douglas  H.  Leighton
                         Title:  A  Managing  Member