EXHIBIT4.58**PROMISSORY NOTE**$6,254,960 August 1, 2006     FOR VALUE RECEIVED, the undersigned, Network Installation Corp. and Kelley CommunicationCompany, Inc. (the “Makers”), jointly and severally promise to pay to the order of Dutchess PrivateEquities Fund LP, Dutchess Private Equities Fund II LP, and Dutchess Advisors LTD (collectively,the “Holders”), c/o Dutchess Capital Management LLC, 50 Commonwealth Avenue, Suite 2, Boston,Massachusetts 02116 attn: Douglas Leighton, or at such other place as the Holders hereof may fromtime to time designate in writing, the principal amount of $6,254,960 together with interestthereon from the date hereof at the rate of seven percent (7%) per annum (the “Note”). Makersshall make payments in accordance with the amortization schedule attached as Exhibit A.     The Note may be prepaid in whole or in part at any time without premium or penalty. Partialprepayments shall be applied in the manner designated by Makers at the time such payment is madeor, in the absence of such designation, at the discretion of the Holders.     This Note is given pursuant to and is subject to the terms and provisions of the certain LoanRestructure Agreement dated August 1, 2006 between Makers and Holders.     Any amount not paid when due hereunder shall bear interest at a rate equal to the lesser of(i) 10% per annum, or (ii) the maximum amount that may be collected under law, until paid. Duringthe existence of any default hereunder, the Holders of the Note may apply payments received on anyamount due hereunder, or any other instrument now or hereafter evidencing or securing theindebtedness evidenced hereby, as the Holders, in their sole discretion, may determine.     The entire principal indebtedness evidenced by the Note and all accrued interest thereon shallbecome and be immediately due and payable, at the option of the Holders hereof, upon the occurrenceof any of the following events of default: (i) the Maker’s failure to timely make payment of anyamount due hereunder or under the Loan Restructure Agreement that is not cured within 10 businessdays after notice in writing to the Company, or (ii) the Maker’s failure to comply with any otherprovisions or conditions of the Note, the Loan Restructure Agreement, or any other instrument,including, the surviving provisions of the Loan Documents referred to in the Loan RestructureAgreement, now or hereafter evidencing or securing the indebtedness evidenced hereby as modified bythe Loan Restructure Agreement that is not cured within the later of (a) 10 business days or (b)the cure period prescribed in the instrument pursuant to which the default occurred, after noticein writing of any such default.     The failure of the Holders hereof to exercise any of the remedies or options set forth in thisnote, the Loan Restructure Agreement, or in any instrument now or hereafter evidencing or securingthe indebtedness evidenced hereby (as modified by the Loan Restructure Agreement) upon theoccurrence of one or more events of default shall not constitute a waiver of the right to exerciseany
 

 
such remedy or option or any other remedy or option at any subsequent time in respect to the sameor any other event of default. The acceptance by the Holders hereof of any payment which is lessthan the total amount due and payable at the time of such payment shall not constitute a waiver ofthe right to exercise any of the foregoing remedies or options at that time or at any subsequenttime or nullify any prior exercise of any such remedy or option.     As often as the Note is placed in the hands of an attorney for collection or to defend orenforce any of the Holders’ rights hereunder, the Makers will pay to the Holders hereof theirreasonable attorneys’ fees, together with all court costs and other expenses incurred in connectiontherewith.     The Makers, endorsers, sureties, guarantors, and all other persons who are or may becomeliable for all or any part of the indebtedness evidenced hereby waive presentment, protest, andnotice of dishonor.     Notwithstanding any provisions herein or in the Loan Restructure Agreement to the contrary,the total liability for payments in the nature of interest shall not exceed the limits imposed bylaws of the State of Nevada relating to maximum charges of interest, and Holders shall not beentitled to receive, collect, or apply, as interest on the indebtedness evidenced hereby, anyamount in excess of the maximum legal rate of interest permitted to be charged by applicable law.If the Holders ever receive, collect, or apply, as interest, any such excess, the amount that wouldbe excessive interest shall be applied to reduce the unpaid principal balance of the indebtednessevidenced hereby, and if the unpaid principal balance of such indebtedness is paid in full, anyremaining excess shall be immediately paid to the Maker.          IN WITNESS WHEREOF, the Makers have executed this note the day and year first written above.            Network Installation Corp.         /s/  Jeffrey R. Hultman         By:         Kelley Communication Company, Inc.         /s/  James Michael Kelley         By: