Exhibit  4.33

THESE  SECURITIES  AND THE SECURITIES ISSUABLE UPON THEIR EXERCISE HAVE NOT BEEN
REGISTERED  UNDER  THE  SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED UNLESS
COVERED  BY  AN  EFFECTIVE  REGISTRATION STATEMENT UNDER SAID ACT, A "NO ACTION"
LETTER  FROM  THE  SECURITIES  AND  EXCHANGE  COMMISSION  WITH  RESPECT  TO SUCH
TRANSFER,  A TRANSFER MEETING THE REQUIREMENTS OF RULE 144 OF THE SECURITIES AND
EXCHANGE  COMMISSION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER TO THE
EFFECT  THAT  ANY  SUCH  TRANSFER  IS  EXEMPT  FROM  SUCH  REGISTRATION.

     NETWORK  INSTALLATION  CORP.

     WARRANT
     -------

                           WARRANT  NO.  May  101
                       --------------------------

     Dated:  May  12,  2005

     Network Installation Corporation, a corporation organized under the laws of
the  State  of Nevada (the "Company"), hereby certifies that, for value received
from  Dutchess Private Equities Fund, II, LP ("Holder"), is entitled, subject to
the terms set forth below, to purchase from the Company up to a total of 180,000
shares  of  Common Stock, $.001 par value per share (the "Common Stock"), of the
Company  (each  such  share, a "Warrant Share" and all such shares, the "Warrant
Shares")  at  an  exercise  price  equal to $1.20 per share.  The Warrant may be
exercised anytime after its issuance. The Warrant may be exercised on a cashless
basis  pursuant  to  Section  9.  This  Warrant  will  expire on the fifth (5th)
anniversary  of  its  issuance  (the  "Expiration  Date"), and is subject to the
following  terms  and  conditions:

     1.     Registration  of  Warrant.  The Company shall register this Warrant,
            -------------------------
upon  records  to  be  maintained  by the Company for that purpose (the "Warrant
Register"),  in  the  name  of  the record Holder hereof from time to time.  The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner  hereof  for the purpose of any exercise hereof or any distribution to the
Holder,  and  for  all  other purposes, and the Company shall not be affected by
notice  to  the  contrary.

2.     Registration  of  Transfers  and  Exchanges.
       -------------------------------------------

      (a)     The  Company  shall  register  the transfer of any portion of this
Warrant  in the Warrant Register, upon surrender of this Warrant to the Transfer
Agent  or to the Company at the office specified in or pursuant to Section 3(b).
Upon  any such registration or transfer, a new warrant to purchase Common Stock,
in  substantially  the  form  of  this  Warrant  (any  such  new warrant, a "New
Warrant"), evidencing the portion of this Warrant so transferred shall be issued
to  the  transferee  and  a New Warrant evidencing the remaining portion of this
Warrant  not so transferred, if any, shall be issued to the transferring Holder.
The  acceptance of the New Warrant by the transferee thereof shall be deemed the
acceptance  of  such transferee of all of the rights and obligations of a holder
of  a  Warrant.

     (b)     This  Warrant  is  exchangeable,  upon  the surrender hereof by the
Holder to the office of the Company specified in or pursuant to Section 3(b) for
one  or more New Warrants, evidencing in the aggregate the right to purchase the
number  of  Warrant  Shares which may then be purchased hereunder.  Any such New
Warrant  will  be  dated  the  date  of  such  exchange.

     3.     Duration  and  Exercise  of  Warrants.
            -------------------------------------

     (a)     This  Warrant  shall be exercisable by the registered Holder on any
business  day before 5:00 P.M., New York City time, at any time and from time to
time  on or after the date hereof to and including the Expiration Date.  At 5:00
P.M., New York City time on the Expiration Date, the portion of this Warrant not
exercised  prior thereto shall be and become void and of no value.  Prior to the
Expiration  Date,  the  Company  may  not  call or otherwise redeem this Warrant
without  the  prior  written  consent  of  the  Holder.

     (b)     Subject to Sections 2(b), 6 and 10, upon surrender of this Warrant,
with the Form of Election to Purchase attached hereto duly completed and signed,
to  the  Company  at  its  address  for notice set forth in Section 12  and upon
payment  of  the  Exercise Price multiplied by the number of Warrant Shares that
the  Holder intends to purchase hereunder, in the manner provided hereunder, all
as  specified  by  the  Holder  in the Form of Election to Purchase, the Company
shall  promptly  (but  in  no event later than 3 business days after the Date of
Exercise  (as  defined  herein))  issue  or  cause  to be issued and cause to be
delivered  to  or upon the written order of the Holder and in such name or names
as  the Holder may designate, a certificate for the Warrant Shares issuable upon
such exercise, free of restrictive legends except (i) either in the event that a
registration  statement covering the resale of the Warrant Shares and naming the
Holder  as a selling stockholder thereunder is not then effective or the Warrant
Shares  are not freely transferable without volume restrictions pursuant to Rule
144(k) promulgated under the Securities Act of 1933, as amended (the "Securities
Act"),  or  (ii)  if  this  Warrant shall have been issued pursuant to a written
agreement  between  the  original  Holder  and  the Company, as required by such
agreement.  Any  person  so  designated  by the Holder to receive Warrant Shares
shall be deemed to have become holder of record of such Warrant Shares as of the
Date  of  Exercise  (as  defined  in  this  subsection)  of  this  Warrant.
A "Date of Exercise" means the date on which the Company shall have received (i)
this  Warrant  (or any New Warrant, as applicable), with the Form of Election to
Purchase  attached  hereto  (or  attached  to  such  New  Warrant) appropriately
completed and duly signed, and (ii) payment of the Exercise Price for the number
of  Warrant  Shares  so  indicated  by  the  holder  hereof  to  be  purchased.

     (c)     This  Warrant shall be exercisable, either in its entirety or, from
time  to  time, for a portion of the number of Warrant Shares.  If less than all
of the Warrant Shares which may be purchased under this Warrant are exercised at
any  time,  the Company shall issue or cause to be issued, at its expense, a New
Warrant  evidencing the right to purchase the remaining number of Warrant Shares
for  which  no  exercise  has  been  evidenced  by  this  Warrant.
     In  the  event  the  Common  Stock  representing  the Warrant Shares is not
delivered  per  the  written  instructions  of  the  Purchaser, within 3 (three)
business  days  after  the  Notice  of  Election  and Warrant is received by the
Company  (the  "Delivery  Date"),  then  in  such event the Company shall pay to
Holder one percent (1%) in cash, of the dollar value of the Warrant Shares to be
issued  per  each  day  after  the Delivery Date that the Warrant Shares are not
delivered.
     The  Company acknowledges that its failure to deliver the Warrant Shares by
the Delivery 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 this Warrant 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  this  Warrant.
     To  the  extent  that  the failure of the Company to issue the Common Stock
pursuant  to  this  Section  is  due  to  the  unavailability  of authorized but
unissued  shares  of  Common  Stock,  the provisions of this Section 3 shall not
apply  but  instead  the  provisions  of  Section  7  shall  apply.
     The  Company  shall  make  any  payments  incurred  under this Section 3 in
immediately  available  funds  within  ten  (10)  business days from the date of
issuance  of the applicable Warrant Shares.  Nothing herein shall limit Holder's
right  to  pursue  actual  damages  or  cancel  the  Notice  of Election for the
Company's  failure  to  issue  and deliver Common Stock to the Holder within ten
(10)  business  days  following  the  Delivery  Date.

     4.     Piggyback Registration Rights.  During the term of this Warrant, the
            -----------------------------
Company may not file any registration statement with the Securities and Exchange
Commission  (unless with the consent of Holder) at any time when there is not an
effective  registration  statement covering the resale of the Warrant Shares and
naming the Holder as a selling stockholder thereunder (unless the Warrant Shares
are  otherwise  freely transferable without volume restrictions pursuant to Rule
144(k)  promulgated  under the Act), unless the Company provides the Holder with
not  less  than  twenty  (20) calendar days notice of its intention to file such
registration  statement and provides the Holder the option to include any or all
of  the  applicable  Warrant  Shares therein.  The piggyback registration rights
granted  to  the Holder pursuant to this Section shall continue until all of the
Holder's  Warrant  Shares  have  been  sold  in  accordance  with  an  effective
registration  statement  or  upon the Expiration Date.  The Company will pay all
registration  expenses  in  connection  therewith.

5.      Payment  of  Taxes.  The  Company  will  pay all documentary stamp taxes
        ------------------
attributable  to  the  issuance  of  Warrant  Shares  upon  the exercise of this
Warrant;  provided,  however,  that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the registration
of  any certificates for Warrant Shares or Warrants in a name other than that of
the  Holder.  The  Holder  shall be responsible for all other tax liability that
may  arise  as  a  result  of  holding or transferring this Warrant or receiving
Warrant  Shares  upon  exercise  hereof.

     6.     Replacement  of Warrant.  If this Warrant is mutilated, lost, stolen
            -----------------------
or  destroyed,  the  Company  shall  issue or cause to be issued in exchange and
substitution  for  and  upon cancellation hereof, or in lieu of and substitution
for  this  Warrant,  a New Warrant, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction and indemnity, if
requested,  satisfactory  to  it.  Applicants  for  a  New  Warrant  under  such
circumstances  shall  also  comply  with  such  other reasonable regulations and
procedures  and  pay such other reasonable charges as the Company may prescribe.

     7.     Reservation  of  Warrant Shares.  The Company covenants that it will
            -------------------------------
at  all  times reserve and keep available out of the aggregate of its authorized
but  unissued  Common  Stock,  solely  for  the  purpose of enabling it to issue
Warrant  Shares  upon exercise of this Warrant as herein provided, the number of
Warrant Shares which are then issuable and deliverable upon the exercise of this
entire  Warrant,  free  from  preemptive  rights  or any other actual contingent
purchase  rights  of  persons  other  than  the  Holder (taking into account the
adjustments  and  restrictions  of  Section  8).  The Company covenants that all
Warrant  Shares  that  shall be so issuable and deliverable shall, upon issuance
and  the  payment  of the applicable Exercise Price in accordance with the terms
hereof, be duly and validly authorized, issued and fully paid and nonassessable.
In the event the Company fails to have sufficient authorized but unissued Common
Stock  to  allow  for  the  issuance  of Warrant Shares upon the exercise of the
Warrant  the  Company shall be liable for liquidated damages in the amount of 2%
interest per thirty calendar day period on the value of the Warrant Shares based
on the closing bid price of the Company's Common Stock on the business day prior
to  the Company's receipt of its Election to Purchase.  The damages shall accrue
until  the  Common  Stock  is  issued.
     The Company acknowledges that its failure to reserve a sufficient number of
Warrant  Shares  as  required in this Section 7, 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 Warrant 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  this  Warrant.
It  is the intention of the parties that interest payable under any of the terms
of  this  Warrant  shall  not  exceed  the  maximum  amount  permitted under any
applicable  law.  If a law, which applies to this Warrant which sets the maximum
interest  amount, is finally interpreted so that the interest in connection with
this  Warrant exceeds the permitted limits, then: (1) any such interest shall be
reduced  by  the amount necessary to reduce the interest to the permitted limit;
and  (2)  any  sums already collected (if any) from the Company which exceed the
permitted limits will be refunded to the Company.  The Holder may choose to make
this  refund  by reducing the amount that the Company owes under this Warrant or
by  making a direct payment to the Company.  If a refund reduces the amount that
the Company owes the Holder, the reduction will be treated as a partial payment.
In  case  any  provision  of  this  Warrant  is  held  by  a  court of competent
jurisdiction  to  be  excessive  in scope or otherwise invalid or unenforceable,
such  provision shall be adjusted rather than voided, if possible, so that it is
enforceable  to the maximum extent possible, and the validity and enforceability
of  the  remaining provisions of this Warrant will not in any way be affected or
impaired  thereby.

     8.     Certain  Adjustments.  The  Exercise  Price  and  number  of Warrant
            --------------------
Shares  issuable  upon  exercise  of this Warrant are subject to adjustment from
time  to  time  as set forth in this Section 8; provided, that there shall be no
adjustment  in  the  number  of  Warrant  Shares  issuable upon exercise of this
Warrant  upon  any adjustment of the Exercise Price pursuant to paragraph (d) of
this  Section  8.  Upon  each  such adjustment of the Exercise Price pursuant to
this  Section  8,  the  Holder  shall thereafter prior to the Expiration Date be
entitled  to purchase, at the Exercise Price resulting from such adjustment, the
number  of  Warrant  Shares obtained by multiplying the Exercise Price in effect
immediately  prior  to  such adjustment by the number of Warrant Shares issuable
upon  exercise of this Warrant immediately prior to such adjustment and dividing
the  product  thereof  by  the  Exercise  Price  resulting from such adjustment.

     (a)     If  the Company, at any time while this Warrant is outstanding, (i)
shall  pay  a  stock  dividend  (except  scheduled dividends paid on outstanding
preferred stock as of the date hereof which contain a stated dividend rate or to
the  Holder)  or otherwise make a distribution or distributions on shares of its
Common  Stock  or  on  any other class of capital stock and not the Common Stock
payable  in  shares of Common Stock, (ii) subdivide outstanding shares of Common
Stock  into  a  larger  number of shares, or (iii) combine outstanding shares of
Common  Stock  into  a  smaller  number  of  shares, the Exercise Price shall be
multiplied by a fraction of which the numerator shall be the number of shares of
Common  Stock  (excluding treasury shares, if any) outstanding before such event
and  of  which  the  denominator  shall  be the number of shares of Common Stock
(excluding  treasury  shares,  if  any)  outstanding  after  such  event.  Any
adjustment  made  pursuant  to  this  Section shall become effective immediately
after  the record date for the determination of stockholders entitled to receive
such  dividend  or distribution and shall become effective immediately after the
effective  date  in the case of a subdivision or combination, and shall apply to
successive  subdivisions  and  combinations.

     (b)     In  case  of  any  reclassification  of  the  Common  Stock,  any
consolidation  or merger of the Company with or into another person, the sale or
transfer  of  all  or  substantially  all  of  the  assets of the Company or any
compulsory  share  exchange pursuant to which the Common Stock is converted into
other  securities,  cash  or  property,  then  the  Holder  shall have the right
thereafter  to  exercise  this  Warrant  only into the shares of stock and other
securities  and  property  receivable  upon  or  deemed to be held by holders of
Common  Stock  following  such  reclassification,  consolidation,  merger, sale,
transfer  or share exchange, and the Holder shall be entitled upon such event to
receive  such  amount  of  securities or property equal to the amount of Warrant
Shares  such  Holder  would have been entitled to had such Holder exercised this
Warrant immediately prior to such reclassification, consolidation, merger, sale,
transfer  or share exchange.  The terms of any such consolidation, merger, sale,
transfer or share exchange shall include such terms so as to continue to give to
the  Holder  the  right  to receive the securities or property set forth in this
Section  9(b)  upon  any  exercise  following  any  such  reclassification,
consolidation,  merger,  sale,  transfer  or  share  exchange.

      (c)      If  the  Company,  at any time while this Warrant is outstanding,
shall  distribute  to  all  holders  of Common Stock (and not to holders of this
Warrant)  evidences  of  its  indebtedness  or  assets  or rights or warrants to
subscribe  for or purchase any security (excluding those referred to in Sections
8(a),  (b)  and  (d)),  then  in  each  such  case  the  Exercise Price shall be
determined  by multiplying the Exercise Price in effect immediately prior to the
record  date  fixed  for  determination of stockholders entitled to receive such
distribution  by a fraction of which the denominator shall be the Exercise Price
determined  as  of  the  record date mentioned above, and of which the numerator
shall be such Exercise Price on such record date less the then fair market value
at such record date of the portion of such assets or evidence of indebtedness so
distributed applicable to one outstanding share of Common Stock as determined by
the  Company's  independent certified public accountants that regularly examines
the  financial  statements  of  the  Company  (an  "Appraiser").

     (d)     If,  at  any  time  while  this Warrant is outstanding, the Company
shall  issue  or  cause  to be issued rights or warrants to acquire or otherwise
sell  or  distribute  shares  of Common Stock for a consideration per share less
than  the  Exercise Price then in effect, except for (i) the granting of options
or  warrants  to  employees, officers, directors and the issuance of shares upon
exercise  of  options  granted,  under  any  stock  option  plan  heretofore  or
hereinafter duly adopted by the Company; (ii) shares issued upon exercise of any
currently  outstanding  warrants or options and upon conversion of any currently
outstanding  convertible  debenture  or  (iii)  shares  issued  pursuant  to the
Investment Agreement then, forthwith upon such issue or sale, the Exercise Price
shall  be  reduced  to  the price (calculated to the nearest cent) determined by
multiplying  the  Exercise  Price  in  effect  immediately  prior  thereto  by a
fraction, the numerator of which shall be the sum of (i) the number of shares of
Common Stock outstanding immediately prior to such issuance, and (ii) the number
of  shares  of Common Stock which the aggregate consideration received (or to be
received,  assuming  exercise or conversion in full of such rights, warrants and
convertible  securities)  for  the  issuance of such additional shares of Common
Stock  would  purchase at the Exercise Price, and the denominator of which shall
be the sum of the number of shares of Common Stock outstanding immediately after
the  issuance  of  such  additional  shares.  Such  adjustment  shall  be  made
successively  whenever  such  an  issuance  is  made.

     (e)     For  the  purposes  of  this Section 8, the following clauses shall
also  be  applicable:

     (i)  Record  Date.  In  case the Company shall take a record of the holders
          ------------
of  its Common Stock for the purpose of entitling them (A) to receive a dividend
or  other  distribution  payable in Common Stock or in securities convertible or
exchangeable  into  shares  of Common Stock, or (B) to subscribe for or purchase
Common  Stock  or  securities  convertible or exchangeable into shares of Common
Stock, then such record date shall be deemed to be the date of the issue or sale
of  the  shares  of  Common  Stock  deemed  to have been issued or sold upon the
declaration  of  such  dividend  or the making of such other distribution or the
date  of the granting of such right of subscription or purchase, as the case may
be.

     (ii)  Treasury Shares.  The number of shares of Common Stock outstanding at
           ---------------
any  given  time shall not include shares owned or held by or for the account of
the Company, and the disposition of any such shares shall be considered an issue
or  sale  of  Common  Stock.

      (f)     All calculations under this Section 8 shall be made to the nearest
cent  or  the  nearest  1/100th  of  a  share,  as  the  case  may  be.

     (g)     Whenever  the  Exercise  Price is adjusted pursuant to Section 8(c)
above,  the  Holder,  after receipt of the determination by the Appraiser, shall
have  the  right  to select an additional appraiser (which shall be a nationally
recognized  accounting firm), in which case the adjustment shall be equal to the
average  of  the  adjustments  recommended  by  each  of  the Appraiser and such
appraiser.  The Holder shall promptly mail or cause to be mailed to the Company,
a  notice  setting  forth  the  Exercise Price after such adjustment and setting
forth a brief statement of the facts requiring such adjustment.  Such adjustment
shall  become  effective  immediately  after  the  record  date mentioned above.

     (h)     If:

(i)          the Company shall declare a dividend (or any other distribution) on
its  Common  Stock;  or

(ii)          the  Company shall declare a special nonrecurring cash dividend on
or  a  redemption  of  its  Common  Stock;  or

(iii)     the  Company shall authorize the granting to all holders of the Common
Stock  rights  or  warrants  to  subscribe for or purchase any shares of capital
stock  of  any  class  or  of  any  rights;  or

(iv)     the  approval  of  any stockholders of the Company shall be required in
connection  with  any  reclassification  of the Common Stock of the Company, any
consolidation or merger to which the Company is a party, any sale or transfer of
all  or  substantially all of the assets of the Company, or any compulsory share
exchange  whereby  the  Common Stock is converted into other securities, cash or
property;  or

(v)     the  Company  shall  authorize the voluntary dissolution, liquidation or
winding  up  of  the  affairs  of  the  Company,

then the Company shall cause to be mailed to each Holder at their last addresses
as  they shall appear upon the Warrant Register, at least 30 calendar days prior
to  the  applicable  record  or  effective  date hereinafter specified, a notice
stating  (x)  the  date on which a record is to be taken for the purpose of such
dividend, distribution, redemption, rights or warrants, or if a record is not to
be  taken,  the  date  as  of  which the holders of Common Stock of record to be
entitled  to such dividend, distributions, redemption, rights or warrants are to
be  determined  or  (y)  the date on which such reclassification, consolidation,
merger,  sale,  transfer  or  share  exchange is expected to become effective or
close,  and  the date as of which it is expected that holders of Common Stock of
record  shall  be  entitled  to  exchange  their  shares  of  Common  Stock  for
securities,  cash  or  other  property  deliverable  upon such reclassification,
consolidation,  merger, sale, transfer, share exchange, dissolution, liquidation
or  winding  up;  provided, however, that the failure to mail such notice or any
                  --------  -------
defect  therein  or  in the mailing thereof shall not affect the validity of the
corporate  action  required  to  be  specified  in  such  notice.

     9.     Payment  of  Exercise  Price. Payment of Exercise Price.  The Holder
            ----------------------------  -------------------------
may  pay  the  Exercise  Price  in  one  of  the  following  manners:

(a)     Cash Exercise.  The Holder shall deliver immediately available funds; or
        -------------

     (b)     Cashless  Exercise.  The Holder shall surrender this Warrant to the
             ------------------
Company  together with a notice of cashless exercise, in which event the Company
shall  issue  to  the Holder the number of Warrant Shares determined as follows:

     X  =  Y  (A-B)/A
     where:
     X  =  the  number  of  Warrant  Shares  to  be  issued
to  the  Holder.

Y  =  the  number  of Warrant Shares with respect to which this Warrant is being
exercised.
A  =  the  closing bid price of the Common Stock for the trading day immediately
prior  to  the  Date  of  Exercise.

     B  =  the  Exercise  Price.

For  purposes  of Rule 144 promulgated under the Securities Act, it is intended,
understood  and  acknowledged  that  the  Warrant  Shares  issued  in a cashless
exercise  transaction  shall  be deemed to have been acquired by the Holder, and
the  holding  period  for  the  Warrant  Shares  shall  be  deemed  to have been
commenced,  on  the issue date.  Upon exercise under Rule 144, the Company shall
bear all costs and take all necessary steps to have freely trading, non-legended
shares  issued  directly  to  the  Holder  within  five  (5)  business  days.

                    (c)     reserved.

10.     Fractional  Shares.  The Company shall not be required to issue or cause
        ------------------
to  be  issued  fractional  Warrant Shares on the exercise of this Warrant.  The
number  of full Warrant Shares which shall be issuable upon the exercise of this
Warrant shall be computed on the basis of the aggregate number of Warrant Shares
purchasable  on  exercise  of  this  Warrant so presented.  If any fraction of a
Warrant  Share  would, except for the provisions of this Section 10, be issuable
on  the  exercise of this Warrant, the Company shall pay an amount in cash equal
to  the  Exercise  Price  multiplied  by  such  fraction.

          11.     Notices.   Any  notices,  consents,  waivers  or  other
                  -------
communications required or permitted to be given under the terms of this Warrant
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:
     Network  Installation  Corp.
15235  Alton  Parkway,  Suite  200
Irvine,  CA  92618
Attention:  Michael  Cummings,  CEO
     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.

     12.     Warrant Agent.  The Company shall serve as warrant agent under this
             -------------
Warrant.  Upon thirty (30) days' notice to the Holder, the Company may appoint a
new  warrant  agent.  Any  corporation into which the Company or any new warrant
agent may be merged or any corporation resulting from any consolidation to which
the  Company  or  any  new  warrant agent shall be a party or any corporation to
which  the  Company  or any new warrant agent transfers substantially all of its
corporate  trust  or shareholders services business shall be a successor warrant
agent  under  this  Warrant without any further act.  Any such successor warrant
agent  shall  promptly  cause  notice  of  its succession as warrant agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address  as  shown  on  the  Warrant  Register.

     13.     Miscellaneous.
             -------------

     (a)     This  Warrant shall not be assignable.  This Warrant may be amended
only  in  writing  signed  by  the  Company  and  the  Holder.

     (b)     Subject  to  Section 13(a), above, nothing in this Warrant shall be
construed  to  give  to any person or corporation other than the Company and the
Holder  any  legal or equitable right, remedy or cause under this Warrant.  This
Warrant  shall  inure  to  the sole and exclusive benefit of the Company and the
Holder.

      (c)     This  Warrant  shall  be governed by and construed and enforced in
accordance with the laws of the State of Nevada without regard to the principles
of  conflicts  of  law  thereof.  The  Company and the Holder hereby irrevocably
submit  to the exclusive jurisdiction of the state and federal courts sitting in
the  State  of  Texas,  for  the  adjudication  of  any  dispute hereunder or in
connection  herewith  or  with  any transaction contemplated hereby or discussed
herein,  and  hereby  irrevocably  waives, and agrees not to assert in any suit,
action  or  proceeding,  any  claim  that  it  is  not personally subject to the
jurisdiction  of  any  such  court,  or  that such suit, action or proceeding is
improper.  Each of the Company and the Holder hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action
or  proceeding by receiving a copy thereof sent to the Company at the address in
effect  for  notices  to  it  under this instrument and agrees that such service
shall  constitute  good  and  sufficient  service of process and notice thereof.
Nothing  contained herein shall be deemed to limit in any way any right to serve
process  in  any  manner  permitted  by  law.

     (d)     The  headings  herein are for convenience only, do not constitute a
part  of  this  Warrant  and  shall  not be deemed to limit or affect any of the
provisions  hereof.

     (e)     In  case any one or more of the provisions of this Warrant shall be
invalid  or unenforceable in any respect, the validity and enforceability of the
remaining  terms and provisions of this Warrant shall not in any way be affected
or  impaired  thereby and the parties will attempt in good faith to agree upon a
valid  and  enforceable  provision  which  shall  be  a  commercially reasonable
substitute  therefor,  and  upon  so agreeing, shall incorporate such substitute
provision  in  this  Warrant.

     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
by  its  authorized  officer  as  of  the  date  first  indicated  above.

                         By:/s/  Jeffrey  Hultman
                           ----------------------
                         Name:       Jeffrey  Hultman
                         Title:       CEO

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

                         By:/s/Douglas Leighton
                         Name:      Douglas Leighton
                         Title:     Managing Partner