Exhibit 4.52

                                FORM OF DEBENTURE


        THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES  ACT  OF  1933,  AS  AMENDED,  OR  ANY  STATE  SECURITIES  LAWS  AND
ARE  BEING  OFFERED  AND  SOLD  IN  RELIANCE  ON  EXEMPTIONS  FROM  THE
REGISTRATION  REQUIREMENTS  OF  SUCH  LAWS.  THE  SECURITIES  ARE  SUBJECT
TO  RESTRICTIONS  OF  TRANSFERABILITY  AND  RESALE  AND  MAY  NOT  BE
TRANSFERRED  OR  RESOLD  EXCEPT  AS  PERMITTED  UNDER  SUCH  LAWS
PURSUANT  TO  REGISTRATION  OR  AN  EXEMPTION  THEREFROM.  THE  SECURITIES
HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY  THE  SECURITIES  AND
EXCHANGE  COMMISSION  OR  ANY  OTHER  REGULATORY  AUTHORITY,  NOR  HAVE
ANY  OF  THE  FOREGOING  AUTHORITIES  PASSED  UPON  OR  ENDORSED  THE
MERITS  OF  THIS  OFFERING  OR  THE  ACCURACY  OR  ADEQUACY  OF  THE  OFFERING
MATERIALS.  ANY  REPRESENTATION  TO  THE  CONTRARY  IS  UNLAWFUL.

FACE  AMOUNT                                      $132,000
PRICE                                             $110,000
INTEREST  RATE                               8%  per  year
DEBENTURE  NUMBER                       September-2005-101
ISSUANCE  DATE                        September  14,  2005
MATURITY  DATE                        September  14,  2010


     FOR  VALUE  RECEIVED,  Network  Installation  Corp  Nevada corporation (the
"Company"),  hereby  promises  to pay to the order of DUTCHIESS PRIVATE EQUITIES
FUND,  II, L.P. (the "Holder") on September 14, 2010, (the "Maturity Date"), the
principal amount of One Hundred and Thirty-Two Thousand Dollars ($132,000) 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. Article 1
Interest

     The  Company  shall  pay  interest  on  the unpaid principal amount of this
Debenture (the "Debenture") each month until the principal amount hereof is paid
in  full  or has been converted. The Debentures shall pay eight percent (8%) per
annum  and  is due every thirty (30) days from the date specified in Article la,
in cash, to the Holder. The closing shall be deemed to have occurred on the date
the funds (less escrow fees, attorney fees and those amounts payable pursuant to
the  tenns  sheet)  are  received  by  the  Company  (the  "Closing  Date"). The
Debentures are subject to automatic conversion at the end of five (5) 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.
Article  2     Method  of Payment

     This  Debenture  must be surrendered to the Company in order for the Holder
to  receive  payment  of  the principal amount hereof The Company shall have the
option  of  paying  the  interest  on  this  Debenture  in United States dollars
pursuant  to  Article  1 hereof. The Company may draw a check for the payment of
interest  to  the  order  of  the  Holder  of  this Debenture and mail it to the
Holder's  address  as  follows:

     Dutchess  Private  Equities  Fund,  II,  L.P.
50  Commonwealth  Aye,  Suite  2
Boston,  Massachusetts  02116
Telephone:     617-301-4700
Facsimile:     617-249-0947

Interest and principal payments shall be subject to withholding under applicable
United  States  Federal  Internal  Revenue  Service  Regulations.
Article  3     Conversion
     Section  3.1     Conversion  Privilege

     (a)     The  Holder  of  this  Debenture shall have the right to convert it
into  shares  of
Conunon  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  this Debenture is determined
pursuant  to  Section
4.2  and  rounding  the  result  to  the  nearest  whole  share.

     (b)     This  Debenture  may not be converted, whether in whole or in part,
except  in  accordance  with  Article  3.

     (c)     In  the  event  all  or  any  portion  of  this  Debenture  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.
     Section  3.2     Conversion  Procedure.

     (a)  Conversion  Procedures.  The  face  amount  of  this  Debenture 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,
this  Debenture  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.

     (b)     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.

     (c)     Conversion  Rate.  Holder is entitled to convert the face amount of
this  Debenture,  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.

     (d)     Nothing contained in this Debenture 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.

     (e)     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.

     (0  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
     September  2005  101  NWKI  deb     3
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 this Debenture 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
Debenture.

     To  the  extent  that  the failure of the Company to issue the Common Stock
pursuant  to  this Section 3.2(1) is due to the unavailability of authorized but
unissued shares of Common Stock, the provisions of this Section 3.2(1) 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(0 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.

     (g)     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  this  Debenture.  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.

     (h)     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
this  Debenture,  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.

     (i)     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.

     Q)  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
43l0(c)(25)(H)(i)  or  Rule  4460(0(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.

     (k)  Limitation  on  Amount  of  Conversion  and Ownership. Notwithstanding
anything  to  the  contrary  in  this Debenture, 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  defmed  under Section 13(d) and Rule 1 3d-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.

     (1)     Legend  The  Holder acknowledges that each certificate representing
the  Debentures,  and  the  Common  Stock  unless  registered  pursuant  to  the
Registration  Rights  Agreement,  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  ail  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 Holder, at their
option,  may request the company to authorize and issue additional shares if the
Holder  feels  it  is  necessary for conversions in the fliture 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%.

     Section  3.3  Fractional  Shares.  The  Company  shall not issue fractional
shares of Common Stock, or scrip representing fractions of such shares, upon the
conversion  of  this  Debenture. Instead, the Company shall round up or down, as
the  case  may  be,  to  the  nearest  whole  share.
     September  2005  101  NWKI  deb     7
     Section  3.4  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 this Debenture. However, the Holder shall pay any
such  tax  which  is  due because the shares are issued in a name other than its
name.

     Section  3.5  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 this Debenture. 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.

     Section  3.6  Restrictions  on Sale. This Debenture 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.  This  Debenture  and the Common Stock issuable upon the conversion thereof
may  only  be  sold pursuant to registration under or an exemption from the Act.

     Section  3.7  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 this Debenture 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.

     Section  3.8 Company Mandatory Redemption. The Company, 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 Company must
notify  the Holder in writing, via facsimile transmission, that it is exercising
its right of Mandatory Redemption. The Company shall not be entitled to exercise
a  Mandatory  Redemption of any amount being converted once it receives a Notice
of  Conversion,  unless  it  is  for  the  balance  remaining unconverted on the
Debenture. In the event the Company exercises such right of Mandatory Redemption
the  Company  shall  pay the Holder in U.S. currency 130% of that portion of the
Debenture  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  Holder receives written notice from the
Company  of  the  Mandatory  Redemption  notice and if not paid in such time the
Company shall not be entitled to any further Mandatory Redemption. The Holder at
its  sole  option retains the right to decline any Mandatory Redemption from the
company.

Article  4     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 this Debenture 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.

Article  5  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.
Article  6     Defaults  and  Remedies

     Section  6.1  Events  of  Default  An  "Event of Default" occurs if (a) the
Company  does  not  make  the  payment  of  the  principal  of this Debenture 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  this  Debenture were false when made or the Company
fails  to  comply with any of its other agreements in the Subscription Agreement
or this Debenture 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  defmed): (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
     September  2005  101  NWKI  deb     9
(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 Defauh 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 this Debenture 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.

     Section  6.2 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 this Debenture, 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.

     Section  6.3  Seniority,  No  indebtedness of the Company is senior to this
Debenture in right of payment, whether with respect to interest, damages or upon
liquidation  or  dissolution  or  otherwise.
Article  7     Registered  Debentures

     Section  7.1 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 this
Debenture  in  the  Register  as the sole owner of this Debenture. The Holder of
this  Debenture  is  the  person  exclusively  entitled  to  receive payments of
interest  on  this  Debenture,  receive  notifications  with  respect  to  this
Debenture, convert it into Common Stock and otherwise exercise all of the rights
and  powers  as  the  absolute  owner  hereof

     Section  7.2  Worn  or  Lost  Debentures.  If  this Debenture 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 this Debenture 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.
Article  8     Notice.

     Any  notices,  consents,  waivers  or  other  communications  required  or
permitted  to  be given under the terms of this Debenture must be in writing and
will  be  deemed  to  have  been
     September  2005  101  NWKI  deb     10
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
15235  Alton  Parkway,  Suite  200
Irvine,  CA  92618
Telephone:     949-753-7551
Facsimile:     949-753-7499

If  to  the  Holder:

     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.
Article  9     Time

     Where  this  Debenture  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 this Debenture. A "business day" shall
mean  a  day  on  which  the banks in New York are not required or allowed to be
closed.
Article  10     No  Assignment

     This  Debenture  shall  not  be  assignable.
Article  11     Rules  of  Construction.

     In  this  Debenture,  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 this Debenture
nor  are they to be used in the construction or interpretation hereof. Wherever,
in  this  Debenture, 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  this  Debenture.

Article  12     Governing  Law

     The validity, terms, performance and enforcement of this Debenture 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.
Article  13     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.
Article  14     investor  Warrants

     As an additional inducement to Holder, the Company shall issue a warrant to
purchase  one  hundred  and  thirty-two  thousand (132,000) shares of its common
stock  exercisable  at  eighty-six  cents  ($.86)  per  share,  to Holder hereto
attached  in  schedule  A. Any partial amount invested shall be pro-rated on the
basis  of  the  investment  by  Holder.  These  shares  shall  have  piggyback
registration  rights.

Article  15  Redemption

     The Holder shall have the right to be redeemed from the Debenture, in whole
or  in  part,  at  a price equal to one hundred and twenty percent (120%) of the
outstanding  principal  amount of the Debenture, including accrued interest (and
penalties  if  applicable).  Any  Payments, as defined in Article 2 above, shall
apply  to  the  Redemption  Amount. The Investor also holds the right to use the
existing  equity  line  to  redeem  the  Debenture
     Article  16     Waiver

The  Holder's  delay or failure at any time or times hereafter to require strict
performance  by  Company  of any undertakings, agreements or covenants shall not
waiver,  affect,  or  diminish  any  right of the Holder under this Agreement to
demand  strict  compliance  and  performance  herewith.

Any  waiver  by the Holder of any Event of Default shall not waive or affect any
other  Event  of  Default,  whether such Event of Default is prior or subsequent
thereto  and  whether of the same or a different type. None of the undertakings,
agreements  and  covenants  of  the  Company contained in this Agreement, and no
Event  of  Default,  shall  be deemed to have been waived by the Holder, nor may
this  Agreement  be amended, changed or modified, unless such waiver, amendment,
change  or modification is evidenced by an instrument in writing specifying such
waiver,  amendment,  change  or  modification  and  signed  by  the  Holder.
Article  17     Waiver  of  Jury  TriaL

AS  A  MATERIAL  INDUCEMENT  FOR  EACH  PARTY  HERETO  TO  ENTER  INTO  THIS
WARRANT,  THE  PARTIES  HERETO  HEREBY  WAIVE  ANY  RIGHT  TO  TRIAL  BY  JURY
IN  ANY  LEGAL  PROCEEDING  RELATED  IN  ANY  WAY  TO  THIS  WARRANT  AND/OR
ANY  AND  ALL  OF  THE  OTHER  DOCUMENTS  ASSOCIATED  WITH  THIS
TRANSACTION.
Article  18     Structuring  and  Administration  Expense

     The  Company  shall  pay fees associated with the transaction in the amount
often  thousand  dollars  ($10,000)  directly  from  the  Closing  of this Note.

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

NETWORK  INSTALLATIONS  CORP.


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

DUTCHESS  PRIVATE  EQUITIES  FUND,  II,  L.P.
BY  ITS  GENERAL  PARTNER  DUTCHE55
CAPITAL  MANAGEMENT,  LLC

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