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Mr. Jeffrey R. Hultman, Chief Executive Officer
    
    (Sent via Electronic Mail)Mr. Christopher G. Pizzo, Chief Financial OfficerNetwork Installation Corp.5625 S. Arville, Suite ELas Vegas, Nevada 89118
     1.
    
    Transactions. Ascendiant anticipates one or more Transactions, involving the
sale of the Clients Securities to institutional and/or accredited Investors (as defined in
Section 9 below). The actual terms and structure of each Transaction will depend on market
conditions and will be subject to negotiation between the Client and Ascendiant and
prospective Investors.2.
    
    Engagement. In connection herewith, Ascendiant shall provide the following
financial advisory and placement agent services on a best efforts basis to the Client:
 a.
    
    advise the Client with respect to the form and structure of each Transaction;b.
    
    assist the Client in developing any necessary materials;c.
    
    identify and make contact with prospective Investors;d.
    
    assist the Client in conducting presentations and due diligence meetings with
prospective Investors;
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    CLIENT INITIALS /s/ CP
 
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e.
    
    provide such other financial advisory and investment banking services as are
reasonably necessary to consummate each Transaction; andf.
    
    provide weekly status reports in writing that will include Investors contacted
and status of discussions with each Investor.
 Ascendiant shall devote such time and efforts to the affairs of the Client as is reasonably
necessary to render the services contemplated by this Agreement. Any work or task of
Ascendiant provided for herein which requires Client to provide certain information to
assist Ascendiant in completion of the work shall be excused (without effect upon any
obligation of Client) until such time as Client has fully provided all information and
cooperation necessary for Ascendiant to complete the work. The services of Ascendiant shall
not include the rendering of any legal opinions or the performance of any work that is in
the ordinary purview of a certified public accountant.It is expressly understood and agreed that Ascendiant shall have no power to bind Client to
any Transaction or contract obligation. Client shall have the right to refuse any
Transaction proposal presented to it without incurring any obligations to Ascendiant.
However, if and when a term sheet is signed by the Client with an Investor, as defined in
Section 9 below, this Agreement shall become exclusive and in effect, and any and all
financing from any investors that is accepted by Client during the sixty (60) day period
following the signing of the term sheet, whether or not that occurs during the term of this
Agreement, shall trigger the Success Fee and Warrants as described in Sections 3 and 4.
However, in the event the Client signs a term sheet from an Investor that is not an Investor
as defined in Section 9 below, on terms more favorable to the Client than the terms offered
by the Investor as defined in Section 9 below, then this Agreement shall remain
non-exclusive and the Success Fee and Warrants as described in Sections 3 and 4 will not
apply.It is understood and agreed that the execution of this Agreement shall not be deemed or
construed as obligating Ascendiant to purchase any of the Securities and there is no
obligation on the part of Ascendiant to place the Securities. Although Ascendiant cannot
guarantee results on behalf of the Client, it shall use its best efforts to provide the
services listed above.3.
    
    Success Fee. Client agrees that should Client accept and complete any
Transaction(s), which includes without limitation proceeds from any common stock offerings,
convertible debt or equity securities, additional investment rights, or block trade
transactions, or exercise of associated warrants or options (Securities) from any
Investors (as listed on Exhibit B) during the term of this Agreement, which is defined in
Section 6 below, or if Client should for a period of thirty-six (36) months following the
termination of this Agreement (including extensions) accept financing from Investors listed
on Exhibit B who have invested in a Transaction(s) with Client, there shall become due and
payable via wire transfer to Ascendiant immediately upon consummation of each Transaction,
a cash fee equal to seven percent (7%) of the gross proceeds from the sale of Securities.
If Client should for a period of twelve (12) months following the termination of this
Agreement (including extensions) accept financing from an Investor listed on Exhibit B who
did not invest in a Transaction(s) with Client during the Term of this agreement and any
extensions thereof, there shall become due and payable via wire transfer to Ascendiant
immediately upon consummation of each Transaction, a cash fee equal to seven percent (7%)
of the gross proceeds from the sale of Securities. Should Ascendiant not be paid within
five (5) business days after the
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    CLIENT INITIALS /s/ CP
 
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completion of a Transaction, a service charge shall accrue from the date of the Transaction
at the rate of 1.5% per month.4.
    
    Warrants. Client agrees that should Client accept and complete any
Transaction(s) which includes proceeds from any common stock offerings and/or convertible
debt or equity securities, or completion of any Transaction(s) as provided in Section 3
above, from any Investors listed on Exhibit B during the term of this Agreement, which is
defined in Section 6 below, or if Client should for a period of thirty-six (36) months
following the termination of this Agreement (including extensions) accept financing from
any Investors listed on Exhibit B who have invested in a Transaction(s) with Client, or for
a period of twelve (12) months following the termination of this Agreement (including
extensions) accept financing from any Investor listed on Exhibit B who has not invested in
a Transaction(s) with Client, there shall become due and payable to Ascendiant warrants for
the purchase of an amount equal to seven percent (7%) of the common stock issuable in
connection with the Transaction(s). The warrants shall be exercisable into common stock,
and will have a term consistent with the warrants issued to the Investors. The warrants
shall contain piggyback registration rights and a net exercise provision. If no warrants
are issued to the Investors, no warrants will be due and payable to Ascendiant.
 5.
    
    Expenses. If the Client requests that Ascendiant travel outside of Southern
California to perform the services described herein, whether or not a Transaction is
consummated, Client shall reimburse Ascendiant for travel-related expenses and payment
shall be made within seven (7) days of invoice. The Client agrees that it will engage its
legal counsel at its own expense to assist in the preparation of any legal documents or
definitive agreements deemed necessary to facilitate the Transaction(s) contemplated
herein.
 6.
    
    Term. The term of this Agreement shall be six (6) months from the date of
Clients execution of this Agreement. Additional extensions may be negotiated as necessary
at the mutual written consent of the Client and Ascendiant. Should Ascendiant successfully
complete a Transaction generating gross proceeds to Client of $2,000,000 or more, Client
agrees to extend this Agreement for twelve (12) months from the date of the Transaction,
with Ascendiant serving as Clients exclusive placement agent with respect to institutional
equity funds managed by groups domiciled in the United States. Upon the completion of the
Transaction referenced herein generating gross proceeds to Client of $2,000,000 or more,
Client shall, within three business days of the Transaction, issue to Ascendiant two
hundred and fifty thousand (250,000) shares of Clients restricted common stock for
advisory services to be provided during the extension period. Said shares shall be
included in the registration statement to be filed in connection with the Transaction
referenced herein.
 7.
    
    Representations, Warranties, and Indemnification. Each of Ascendiant and
Client represents and warrants to each other that this Agreement has been duly authorized,
executed and delivered by it; and, assuming the due execution by the other party,
constitutes a legal, valid and binding agreement of it, enforceable against it in
accordance with its terms. Each of Ascendiant and Client agrees to comply with all
applicable securities laws, and the Client will disclose to Ascendiant all information
necessary for Ascendiant to act upon Clients request and to notify Ascendiant promptly of
any material changes to such information. Client hereby represents that it shall notify
Ascendiant within three (3) business days of the completion of any Securities
Transaction(s) occurring during the term of this Agreement and/or involving Investors
introduced by Ascendiant. Additionally, each of the Client and Ascendiant agrees to
indemnify the other and
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    CLIENT INITIALS /s/ CP
 
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the others affiliates in accordance with the terms and conditions contained in Exhibit A to
this Agreement.
 8.
    
    Confidentiality. Ascendiant and Client each agree to keep confidential and
provide reasonable security measures to keep confidential information where release may be
detrimental to their respective business interests. Ascendiant and Client shall each
require their employees, agents, affiliates, other licensees, and others who will have
access to the information through Ascendiant and Client respectively, to abide by the
confidentiality provisions contemplated by this Agreement in perpetuity. Ascendiant will
not, either during its engagement by the Client pursuant to this Agreement or at any time
thereafter, disclose, use or make known for its or anothers benefit any confidential
information, knowledge, or data of the Client or any of its affiliates in any way acquired
or used by Ascendiant during its engagement by the Client. Confidential information,
knowledge or data of the Client and its affiliates shall not include any information that
is, or becomes generally available to the public other than as a result of a disclosure by
Ascendiant or its representatives. Notwithstanding the foregoing, Client hereby authorizes
Ascendiant to transmit to prospective Investors, information and materials provided by
Client and/or developed by Ascendiant on behalf of Client upon approval by Client of such
materials. Additionally, at any time after the consummation or other public announcement
of the Transaction, Ascendiant may, at its own expense, place an announcement in such
newspapers and publications as it may choose, stating that Ascendiant has acted as
financial advisor and placement agent to the Client in connection with the Transaction, and
may use, from time to time, the Clients name and logo and a brief description of the
Transaction in publications and/ormarketing materials prepared and/or distributed by
Ascendiant.
 9.
    
    Non-Circumvention. In and for valuable consideration, Client hereby agrees
that Ascendiant may introduce (whether by written, oral, data, or other form of
communication) Client to one or more Investors, including, without limitation, natural
persons, corporations, limited liability companies, partnerships, unincorporated
businesses, sole proprietorships and similar entities (hereinafter an Investor or
Investors). If applicable, Investors shall meet the definition of Accredited Investor
as defined in Regulation D promulgated under the Securities Act of 1933, as amended and be
interested and able to enter into a Transaction(s). Investors shall be agreed to by Client
in writing and listed on Exhibit B. Client further acknowledges and agrees that the
identity of the subject Investors, and all other information concerning Investors
(including without limitation, all mailing information, phone and fax numbers, email
addresses and other contact information) introduced hereunder are the property of
Ascendiant, and shall be treated as confidential and proprietary information by Client, its
affiliates, officers, directors, shareholders, employees, agents, representatives,
successors and assigns. Client shall not use such information, except in the context of
any arrangement with Ascendiant in which Ascendiant is directly and actively involved, and
never without Ascendiants prior written approval. Client further agrees that neither it
nor its employees, affiliates or assigns, shall enter into, or otherwise arrange (either
for it/him/herself, or any other person or entity), any Transaction, business relationship,
meeting, phone call, or other correspondence with such Investors, either directly or
indirectly, or accept any Transaction, compensation or advantage in relation to such
Investors, except as directly though Ascendiant, without the prior written approval of
Ascendiant. Ascendiant is relying on Clients assent to these terms and their intent to be
bound by the terms by evidence of their signature. Without Clients signed assent to these
terms, Ascendiant would not introduce any Investors or disclose any confidential
information to Client as herein described. Ascendiant acknowledges that Client has
retained the non-exclusive services of Stephen Moore, who is a
 ASCENDIANT INITIALS /s/ BW
    
    CLIENT INITIALS /s/ CP
 
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licensed broker dealer, and Client has agreed to pay Mr. Moore commissions on the aggregate
number of Units Mr. Moore sells in accordance with the agreement with Mr. Moore. Mr. Moore
has sold the number of units to the respective investors as listed on Exhibit C. Ascendiant
also acknowledges that Client had previously engaged Vested Capital, Inc. (Vested) to
provide financial advisory services and that Vested would receive a fee based on amounts
invested by certain Prospective Financing Participants that Vested introduced to Client, in
accordance with the agreement with Vested. The Prospective Financing Participants are
listed on Exhibit D.10.
    
    Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of California applicable to contracts executed and to be wholly
performed therein without regard to its conflict of law doctrine. The Client and
Ascendiant hereby agree that any dispute concerning this Agreement shall be resolved
through binding arbitration before the NASD in Los Angeles County pursuant to its
arbitration rules, or, at the sole discretion of Ascendiant, through state or federal court
of competent jurisdiction. The prevailing party shall be entitled, in addition to such
other relief that may be granted, to a reasonable sum of attorneys fees and any other
costs and expenses relating thereto.11.
    
    Entire Agreement. This Agreement represents the entire agreement by and
between the Client and Ascendiant and supersedes any and all other agreements, either oral
or written, with respect to the Agreement. Each party to this Agreement acknowledges that
no representation, inducements, promises or agreement, orally or otherwise, have been made
by any party, or anyone acting on behalf of any party, which are not embodied herein, and
that no other agreement, statement, or promise not contained in this Agreement shall be
valid or binding. The Client and Ascendiant hereby agree that the opening and closing
statements of this Agreement are incorporated herein by this reference and made a material
part of this Agreement. If any part of this Agreement is found, or deemed by a court of
competent jurisdiction, to be invalid or unenforceable, that part shall be severable from
the remainder of the Agreement. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument. Any modification of this Agreement will be
effective only if it is in writing and signed by the Client and Ascendiant.12.
    
    Survival of Certain Provisions. Sections 3, 4, 5, 6, 7, 8, 9, 10, 12 and
Exhibits A, B, C, and D of this Agreement shall survive this Agreement, and remain
operative and in full force and effect, regardless of, (i) the completion of any
Transaction, (ii) the resignation of Ascendiant or any termination of Ascendiants
services, or (iii) any amendment, expiration or termination of this Agreement, and shall be
binding upon, and shall inure to the benefit of, any successors, assigns, heirs and
personal representatives of the Client, Ascendiant, and the Indemnified Persons.
  ASCENDIANT INITIALS /s/ BW
    
    CLIENT INITIALS /s/ CP
 
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Sincerely,
    
    Accepted and Agreed:Ascendiant Securities, LLC
    
    Network Installation Corp./s/ Bradley J. Wilhite
    

/s/ Christopher PizzoBy:
    
    Bradley J. Wilhite
    
    By:
    
    Christopher PizzoIts:
    
    Managing Director
    
    Its:
    
    CFODate:
    
    10/24/06
    
    Date:
    
    10/24/06
 ASCENDIANT INITIALS /s/ BW
    
    CLIENT INITIALS /s/ CP
 
 ASCENDIANT SECURITIES, LLC




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ASCENDIANT INITIALS /s/ BW
    
    CLIENT INITIALS /s/ CP
 
 ASCENDIANT SECURITIES, LLC




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ASCENDIANT INITIALS /s/ BW
    
    CLIENT INITIALS /s/ CP
 
 ASCENDIANT SECURITIES, LLC




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ASCENDIANT INITIALS /s/ BW
    
    CLIENT INITIALS /s/ CP
 
 ASCENDIANT SECURITIES, LLC




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ASCENDIANT INITIALS /s/ BW
    
    CLIENT INITIALS /s/ CP
 
 ASCENDIANT SECURITIES, LLC