EXHIBIT4.61**AMENDED AND RESTATED PROMISSORY NOTE**   $317,500 August 14, 2006     FOR VALUE RECEIVED, the undersigned, Network Installation Corp. (“NWKI”) and KelleyCommunication Company, Inc. (the “Makers”), promise to pay to the order of Robert Unger (the“Holder”), Unger Development, 3440 East Russell Road,Suite 201, Las Vegas, Nevada 89120, or at such other place as the Holder hereof may from time totime designate in writing, the principal amount of $317,500 together with interest thereon from thedate hereof at the rate of seven percent (7%) per annum (the “Note”). Makers shall make paymentsin accordance with the amortization schedule attached as Exhibit A. If not paid sooner, the entireunpaid principal balance of this Note and all accrued and unpaid interest hereon shall be due andpayable on September 20, 2008.     This Note shall be deemed effective as of June 30, 2006.     This Note amends and restates and replaces in its entirety the Promissory Note originallyissued September 22, 2005 by NWKI in favor of the Holder in the face amount of $360,000 (the“Original Promissory Note”). This Note is not executed and delivered in payment of theindebtedness evidenced by the Original Promissory Note, but to evidence the amended terms of thatindebtedness. The making and delivery of this amended and restated promissory note is not anovation. By acceptance of this Note, Holder hereby (i) waives any default under the OriginalPromissory Note, (ii) waives any penalty, premium or interest that may have accrued under theOriginal Promissory Note, and (iii) agrees that any and all warrants issued or issuable to Holderunder the Original Promissory Note are hereby cancelled.     So long as any amounts are due and owing under this Note, if Makers borrow funds from a lenderother than Dutchess Private Equities Fund, LP, Dutchess Private Equity Fund II, LP or DutchessAdvisors Ltd. (collectively “Dutchess”) or raise capital from the sale of stock of NWKI to aperson or entity other than Dutchess (a “New Financing”), and if the net proceeds of such loan orinvestment (after the payment of all fees and expenses associated with such loan or investment)exceed $3,500,000 (the “Threshold Amount”), then (i) within 30 days after receipt (the “NewFinancing Payment Date”) of such proceeds Makers shall pay to Holder an amount equal to 20% of theexcess of the net proceeds over $3,500,000, up to the unpaid balance of the indebtedness, withaccrued interest, owed to Holder, as a principal prepayment of such indebtedness and (ii) if theNew Financing Payment Date is prior to January 20, 2007, Makers shall begin making monthlyprincipal and interest payments in accordance with the amortization schedule attached as Exhibit Astarting one month after the New Financing Payment Date.     So long as any amounts are due and owing under this Note, if Makers’ earnings on aconsolidated basis during any calendar year exceed $1,000,000 (i) before interest, taxes,depreciation and amortization, but (ii) after deduction of all principal and interest payments onoutstanding debts, other than prepayments to Dutchess mandated by paragraphs 5 and 7 of the LoanRestructure Agreement dated August 1, 2006 between Makers and Dutchess (the “Excess Earnings”),Makers will pay to Holder an amount equal to 13% of the Excess Earnings, up to the unpaid balanceof the indebtedness, with accrued interest, as a principal prepayment of such
 

 
indebtedness. The determination of Excess Earnings shall be calculated in accordance withGenerally Accepted Accounting Principles applied in accordance with the historical practices ofMakers. Any payment of Excess Earnings shall be due and payable within ten business days after thefiling of NWKI’s Annual Report on Form 10-KSB.     This 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 Holder.     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 Holder 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 Holder, in his 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 that is not cured within 10 business days after notice in writing to theMakers, or (ii) the Makers’ failure to comply with any other provisions or conditions of this Notethat is not cured within 10 business days.     The failure of the Holder hereof to exercise any of the remedies or options set forth in thisNote, or in any instrument now or hereafter evidencing or securing the indebtedness evidencedhereby upon the occurrence of one or more events of default shall not constitute a waiver of theright to exercise any such remedy or option or any other remedy or option at any subsequent time inrespect to the same or any other event of default. The acceptance by the Holder hereof of anypayment which is less than the total amount due and payable at the time of such payment shall notconstitute a waiver of the right to exercise any of the foregoing remedies or options at that timeor at any subsequent time or nullify any prior exercise of any such remedy or option.     As often as this 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 Holder hereof hisreasonable 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 to the contrary, the total liability for payments in thenature of interest shall not exceed the limits imposed by laws of the State of Nevada relating tomaximum charges of interest, and Holder shall not be entitled to receive, collect, or apply, asinterest on the indebtedness evidenced hereby, any amount in excess of the maximum legal rate ofinterest permitted to be charged by applicable law. If the Holder ever receives, collects, orapplies as interest, any such excess, the amount that would be excessive interest shall be appliedto reduce the unpaid principal balance of the indebtedness evidenced hereby, and if the unpaidprincipal balance of such indebtedness is paid in full, any remaining excess shall be immediately paid to theMakers.
 

 
          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:       The undersigned hereby acknowledges and agrees to the terms of this Note, as of the datefirst set forth above:   “Holder”   /s/  RobertUnger   Robert Unger  
 

 
**EXHIBIT A**Network Installation Corporation