Exhibit 4.2

                  COMMON STOCK FOR WARRANT EXCHANGE AGREEMENT

This Common Stock For Warrant Exchange Agreement (this "Agreement"), dated March
10,  2006,  is  entered into by and between Network Installation Corp., a Nevada
corporation  (the  "Company"),  and  Dutchess  Advisors  Ltd,  a  New  York
corporation  (the  "Holder").

RECITALS

WHEREAS,  the  Holder  is  the beneficial owner of one million three hundred and
forty-four  thousand  five  hundred  and  fifty-six  (1,344,556)  shares  of the
Company's  common  stock  ("Stock").

     WHEREAS,  the  Holder  hereby  agrees  to  exchange one million (1,000,000)
shares  of  Stock,  as described in Section 1.2 below, for a warrant to purchase
one million (1,000,000) shares of the Company's common stock at a price equal to
one  cent  ($.01)  per  share (the "Warrant"). The Warrant may be exercised on a
cash  or  cashless  basis  at  the  sole discretion of the Holder, anytime after
issuance  through  and  including  the  fifth  (5th) anniversary of its original
issuance  (the "Expiration Date"). The Company hereby warrants and shall use all
commercially reasonable efforts to allow the Holder's date of consideration, for
the  purposes  of  resale  pursuant  to  Rule  144,  to  remain  April  1, 2003.

     WHEREAS,  the  parties  hereto  desire  to  enter  into  this  Agreement.

                                    AGREEMENT

     NOW,  THEREFORE,  in  consideration  of  the  mutual promises and covenants
contained  in  this  Agreement  and  other  good and valuable consideration, the
receipt  and  sufficiency  of  which  is hereby acknowledged, the parties hereto
agree  as  follows:

1.     AUTHORIZATION  AND  SALE  OF  SHARES.

1.1     Authorization.  The  Company  has,  or  will  have,  duly authorized the
issuance  of  the  Warrant  having  the  rights,  restrictions,  privileges  and
preferences  set  forth  in the form of the Warrant Agreement attached hereto as
Exhibit  A  (the  "Warrant  Agreement").

1.2     Agreement  to  Exchange.  Subject  to  the  terms and conditions of this
Agreement,  the  Company  will  issue to the Holder, and the Holder will acquire
from  the Company, a Warrant to purchase one million (1,000,000) shares of Stock
in  exchange  for  the  cancellation  of one million (1,000,000) shares of Stock
beneficially  owned  by  the  Holder.

1.3     No  Public Solicitation. The Holder is not subscribing for the Shares as
a  result  of  or  subsequent  to  any  advertisement,  article, notice or other
communication published in any newspaper, magazine or similar media or broadcast
over  television  or  radio,  or  presented  at  any  seminar or meeting, or any
solicitation of a subscription by a person not previously known to the Holder in
connection  with  investments  in  securities  generally.

1.4.     Issuance  of  Warrant.  Within  three  (3)  business days following the
execution  of  this Agreement, the Company shall deliver to the Holder a Warrant
registered  in  the  name  of  the  Holder.

2.     Representations  of  the  Company.  The  Company  hereby  represents  and
warrants  to the Holder, that, to the extent applicable, all representations and
warranties  of  the  Company  set forth in the Warrant Agreement dated March 10,
2006,  are  incorporated  herein  as  though  fully  set  forth.

3.     Representations of the Holder.  The Holder represents and warrants to the
Company  as  follows:

3.1     Intentionally  left  blank.

3.2     Reviews  and  Inspection.  The Holder and his or its representatives and
legal  counsel  have  been  granted  the  opportunity  to review and inspect the
Company's  corporate books, financial statements, records, contracts, documents,
offices  and  facilities, and have been afforded an opportunity to ask questions
of  the  Company's  officers, employees, agents, accountants and representatives
concerning  the  Company's business.   The Holder is relying on its own analysis
regarding the Company's operations, financial condition, assets, liabilities and
other  relevant  matters as the Holder deemed necessary or desirable in order to
evaluate the merits and risks of the prospective investment contemplated herein.
The Holder acknowledges that it has not relied upon any information given to the
Holder,  or  any statements made, by the Company or any officers or directors of
the  Company,  except  for  the  representations  and  warranties of the Company
expressly  made  herein.

3.3     Holder  Due  Diligence.  The  Holder  and its representatives are solely
responsible  for  the  Holder's own "due diligence" investigation of the Company
and  its  management and business and for the Holder's analysis of the financial
future  and  viability  of  the  Company  and  desirability of the terms of this
investment.   The  Holder  acknowledges that neither the Company nor any officer
or  director  of  the Company is making any representation or warranty regarding
the  Company's  financial  projections  previously  given  to  the Holder or the
assumptions underlying such financial projections, as such financial projections
are  subject  to  significant  business,  economic  and  other uncertainties and
contingencies.  The  Holder  acknowledges  that  if  the  Company is not able to
operate  profitably  or  generate  positive  cash  flows,  the  Company may have
difficulty  meeting  its  obligations and may not be able to continue to operate
its  business,  and the Holder could lose all of its investment.  The Holder has
such  knowledge and experience in financial and business matters that the Holder
is  capable of evaluating the merits and risks of the purchase of the Securities
pursuant  to the terms of this Agreement and of protecting the Holder's interest
in  connection  therewith.

3.4     Accredited  Investor  Status.  The Holder is an "Accredited Investor" as
that  term  is  defined  in  Rule  501  of  Regulation  D  promulgated under the
Securities Act because each member of The Holder is an "Accredited Investor" and
the  Holder  is able to bear the economic risk of the purchase of the Securities
pursuant  to  the  terms  of  this  Agreement,  including a complete loss of the
Holder's  investment  in  the  Securities.

3.5     Authority  for  Agreement.  The  Holder  has  the  full right, power and
authority  to  enter  into  and  perform the Holder's obligations under the this
Agreement,  and  the  Agreement constitutes the valid and binding obligations of
the  Holder  enforceable  in  accordance  with their terms, except as limited by
applicable  bankruptcy,  insolvency, reorganization, moratorium or other laws of
general  application  relating  to or affecting enforcement of creditors' rights
and  rules  or  laws  concerning  equitable  remedies.

3.6     Governmental  Consents.  No  consent,  approval  or  authorization of or
designation,  declaration  or filing with any governmental authority on the part
of  the  Holder is required in connection with the valid execution, delivery and
performance  of  this  Agreement.

3.7     Not an Investment Company.  Neither the Holder nor any of its members is
an  "investment  company"  or  a  company controlled by an "investment company",
within the meaning of the Investment Company Act of 1940, or principally engaged
in, or undertaking as one of its important activities, the business of extending
credit  for  the  purpose  of  purchasing  or  carrying  margin  stock.

3.8     Tax  Matters.  The  Holder  has  not  relied  on  any  statements  or
representations of the Company or any of its agents with respect to the federal,
state,  local  and  foreign tax consequences of this investment and the federal,
state,  local  and foreign tax consequences of transactions contemplated by this
Agreement. With respect to such matters, the Holder understands that it (and not
the  Company) shall be responsible for its own tax liability that may arise as a
result  of  this  investment or the transactions contemplated by this Agreement.

4.     Reserved

5.     Assignment.  This  Agreement  and  all  of  the provisions hereof will be
binding upon and inure to the benefit of the parties hereto and there respective
successors  and  permitted assigns.  Any party hereunder may assign neither this
Agreement  nor any of the rights, interests or obligations without prior written
consent  of  the  other  party.

6.     Survival  of  Representations  and  Warranties.  All  agreements,
representations  and warranties contained herein shall survive the execution and
delivery  of  this  Agreement; provided, however, that except as provided above,
such representations and warranties need only be accurate as of the date of such
execution.

7.     Notices.  All notices, requests, consents, and other communications under
this  Agreement  shall  be  in  writing and shall be delivered by hand or fax or
mailed  by  first  class certified or registered mail, return receipt requested,
postage  prepaid:

     If  to  the  Company,  at  5625 Arville St., Suite E, Las Vegas, NV, 89118.
Attention:  President,  or  at  such other address or addresses as may have been
furnished  in  writing  by  the  Company  to  the  Holder.

If  to  the Holder, 50 Commonwealth Ave., Suite 2, Boston, MA, 02116, Attention:
Douglas  Leighton,  or  at  such  other  address  or  addresses as may have been
furnished  in  writing  by  the  Holder  to  the  Company.

     Notices  provided in accordance with this Section shall be deemed delivered
upon  personal  delivery  or  two  business  days  after  deposit  in  the mail.

8.     Brokers.  The  Holder and the Company  (a) represents and warrants to the
other  party  that it has not retained any finders or brokers in connection with
the transactions contemplated by this Agreement, and (b) will indemnify and save
the  other  party  harmless  from and against any and all claims, liabilities or
obligations  with  respect  to  brokerage  or  finders'  fees or commissions, or
consulting  fees  in  connection  with  the  transactions  contemplated  by this
Agreement  asserted  by  any  person  on  the  basis  of  any  statement  or
representation  alleged  to  have  been  made  by  it.

9.     Entire  Agreement.  This  Agreement  is  the  FINAL AGREEMENT between the
Company  and  the  Holder  with  respect  to  the terms and conditions set forth
herein,  and, the terms of this Agreement may not be contradicted by evidence of
prior,  contemporaneous,  or  subsequent  oral  agreements  of the Parties.  The
execution  and  delivery  of  this  Agreement  is  done  in conjunction with the
execution  of  the  Warrant  Agreement.  The  execution  and  delivery  of  this
Agreement  shall  not alter the prior written agreements between the Company and
the  Holder.

10.     Amendments  and  Waivers.  Any term of this Agreement may be amended and
the  observance of any term of this Agreement may be waived (either generally or
in  a  particular  instance and either retroactively or prospectively) only with
the  written consent of the Company and the Holder.  No waivers of or exceptions
to  any  term,  condition  or  provision  of  this Agreement, in any one or more
instances,  shall  be  deemed  to  be,  or construed as, a further or continuing
waiver  of  any  such  term,  condition  or  provision.

11.     Counterparts.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed to be an original, but all of which
shall  be  one  and  the  same  document.

12.     Section  Headings.  The  Section headings are for the convenience of the
parties  and  in no way alter, modify, amend, limit, or restrict the contractual
obligations  of  the  parties.

13.     Severability.  Any  part,  provision, representation or warranty of this
Agreement  that  is prohibited or that is held to be void or unenforceable shall
be  ineffective  solely  to the extent of such prohibition or non-enforceability
without  invalidating  the  remaining  provisions  hereof.

14.     Governing  Law - Arbitration.  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.  Nothing in
Section  14  shall limit the Holder's right to seek and obtain an injunction for
violation  of  the  terms  and  conditions  of  this  Agreement.  Any injunction
obtained  shall  remain  in  full  force and effect until the arbitrator, as set
forth  in  section  14,  fully  adjudicates  the  dispute.


<PAGE>
                  IN  WITNESS  WHEREOF, the parties have executed this Agreement
as  of  the  date  first  above  written.



"COMPANY":

NETWORK INSTALLATION CORP.
a Nevada corporation


By:    /s/Jeffrey R. Hultman
       ---------------------
       Name: Jeffrey R. Hultman
       Title:  President & CEO


By:   /s/Michael Rosenthal
      --------------------
      Name: Michael Rosenthal
      Title:  Chief Financial Officer

"HOLDER":

DUTCHESS ADVISORS LTD.
A New York corporation

By:
      /s/Michael A. Novielli
      ----------------------
      Name: Michael A. Novielli
      Title:   Managing Member




<PAGE>

                          EXHIBIT A  WARRANT AGREEMENT

                                WARRANT AGREEMENT

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 NO. March301
                              --------------------

                              Dated: March 10, 2006


Network  Installation Corp., a corporation organized under the laws of the State
---------------------------
of  Nevada  (the  "Company"),  hereby  certifies  that,  for value received from
Dutchess  Advisors,  LLC  (the  "Holder"), is entitled, subject to the terms set
forth  below,  to  purchase  from  the  Company  up  to  a  total of one million
(1,000,000)  shares  of the Common Stock, $.001 par value per share (the "Common
Stock"), of the Company (each such share, a "Warrant Share" and all such shares,
the  "Warrant  Shares") at an exercise price equal to one cent ($.01) per share.
The Warrant may be exercised on a  cash or cashless basis at the sole discretion
of  the  Holder,  anytime  after  issuance  through  and  including  fifth (5th)
anniversary  of  its  original  issuance (the "Expiration Date"), 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  or  the  transfer  agent  shall  enter or record the
transfer  of any portion of this Warrant in the Warrant Register, upon surrender
of  this  Warrant  to  the Company at the office specified herein or pursuant to
Section  11.  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 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 herein 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., Boston 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.,
Boston  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 11  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 5 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 either (i) 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.  In  the case of (i) above, the Warrant Shares will bear a Securities
Act  restrictive  legend.  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 ten (10) 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 two percent (2.0%) 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.  The  Company  shall make any payments incurred under this Section 3 in
immediately  available  funds  within  five  (5)  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 seven
(7)  business  days  following  the  Delivery  Date.

     4.     Registration  Rights.  During  the term of this Warrant, the Company
            --------------------
agrees  to  use  its  best  efforts  to  file,  upon  the  Holder's  Request,  a
registration  statement with the Securities and Exchange Commission 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) or Rule 144A promulgated under the
Securities  Act of 1933). The 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,  or as otherwise provided in the Debenture Registration Rights
Agreement  entered  into  between  the Company and the original Holder as of the
original  issuance  date hereof.  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  that 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.
If  the  Company does not have a sufficient amount of Common Stock authorized to
reserve  for  the  Warrant Shares, it shall use its best efforts to place before
shareholder  vote  a proposal to increase the number of its authorized shares as
soon  as  reasonably  practicable.

     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.  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)     An adjustment shall be made, if the Company, at any time while this
Warrant  is  outstanding  (i)  pays a stock dividend (except scheduled dividends
paid on outstanding preferred stock as of the date hereof which contain a stated
dividend  rate)  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) subdivides outstanding shares of Common
Stock  into  a  larger number of shares, or (iii) combines outstanding shares of
Common  Stock  into  a  smaller number of shares.  If either (i), (ii) or (iii),
above  occurs, 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)  evidence  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  (the  "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  lower  of  the Exercise Price then in effect and the then fair market
value of the Common Stock, then, forthwith upon such issue or sale, the Exercise
Price  shall be reduced to the price (calculated to the nearest one hundredth of
a 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
additional  appraiser  appointed  under  this  subsection (g).  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,  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  the  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.  The Holder, at its sole election, 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.  If  at  any  time  after  one year from the date of
        ------------------
issuance  of  this  Warrant  there  is  no  effective  Registration  Statement
registering  the  resale  of the Warrant Shares by the Holder at such time, this
Warrant  may  also  be exercised at such time by means of a "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 average closing bid price of the Common Stock for the five (5) trading
days  immediately  prior  to  the  Date  of  Exercise.

     B  =  the  Exercise  Price.

For  purposes  of Rule 144 of 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.

               (c)     The Holder is limited in the amount of this Warrant it
may exercise.  In no event shall the Holder be entitled to exercise any amount
of this Warrant in excess of that amount upon exercise of which the sum of (1)
the number of shares of Common Stock beneficially owned (as such term is defined
under Section 13(d) and Rule 13d-3 of the Securities Exchange Act of 1934 (the
1934 Act")) by the Holder,  and (2) the number of Warrant Shares issuable upon
the exercise of any Warrants then owned by Holder, would result in beneficial
ownership by the Holder of more than 9.9% of the outstanding shares of Common
Stock of the Company, as determined in accordance with Rule13d-1(j).
Furthermore, the Company shall not process any exercise that would result in
beneficial ownership by the Holder of more than 9.9% of the outstanding shares
of Common Stock of the Company.

     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 and all notices or other communications or deliveries
             -------
hereunder  shall  be  in  writing and shall be deemed given and effective on the
earliest  of  (i)  the  date of transmission, if such notice or communication is
delivered  via  facsimile  at  the  facsimile telephone number specified in this
Section  prior  to  5:00 p.m. (Boston time) on a business day, (ii) the business
day after the date of transmission, if such notice or communication is delivered
via  facsimile at the facsimile telephone number specified in this Section later
than  5:00  p.m.  (Boston  time) on any date and earlier than 11:59 p.m. (Boston
time)  on  such  date,  (iii) the business day following the date of mailing, if
sent  by  nationally  recognized  overnight courier service, or (iv) upon actual
receipt by the party to whom such notice is required to be given.  The addresses
for  such  communications  shall  be:  (i)  if  to  the  Company,  to:

Network  Installation  Corp.
5625  Arville  St.,  Suite  E
Las  Vegas,  NV  89118
Telephone:  702-889-8777
Facsimile:  702-279-8934

     or  (ii) if to the Holder, to the Holder at the address or facsimile number
appearing  on  the Warrant Register or such other address or facsimile number as
the  Holder  may  provide  to  the  Company  in accordance with this Section 11.

     12.     Warrant Agent.  The Company shall serve as warrant agent under this
             -------------
Warrant  Agreement.  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 Agreement shall be binding on and inure to the benefit
of  the  parties  hereto.  This Warrant may be amended only in writing signed by
the  Company  and  the  Holder.

     (b)     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 Commonwealth of Massachusetts without regard to
the  principles  of  conflicts  of  law  thereof.

(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.

     14.  Disputes  Under  This  Agreement.
          ---------------------------------

     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.

     Nothing  in  this  section  shall  limit  the  Holder's  right to obtain an
injunction  for  a  breach  of  this  Agreement  from  a  court  of  law.

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



                           Network Installation Corp.
                          ----------------------------


By:     ________________
Name:   Jeffrey  Hultman
Title:  Chief  Executive  Officer


By:     ________________
Name:   Michael  Kelley
Title:   Director


<PAGE>

                     EXHIBIT 1 FORM OF ELECTION TO PURCHASE

(To be executed by the Holder to exercise the right to purchase shares of Common
Stock  under  the  foregoing  Warrant)

To:  Network  Installation  Corp.
     ----------------------------

     In  accordance  with  the  Warrant  enclosed  with this Form of Election to
Purchase,  the  undersigned hereby irrevocably elects to purchase  _____________
shares  of  Common Stock ("Common Stock"), $.001 par value per share, of Network
                                                                         -------
Installation  Corp.and,  if  such  Holder is not utilizing the cashless exercise
 ------------------
provisions  set  forth  in  this  Warrant,  encloses herewith $________ in cash,
 --
certified  or  official bank check or checks, which sum represents the aggregate
 --
Exercise  Price  (as  defined in the Warrant) for the number of shares of Common
Stock  to  which  this  Form  of Election to Purchase relates, together with any
applicable  taxes  payable  by  the  undersigned  pursuant  to  the  Warrant.

     The  undersigned  requests that certificates for the shares of Common Stock
issuable  upon  this  exercise  be  issued  in  the  name  of


                         PLEASE  INSERT  SOCIAL  SECURITY  OR
                         TAX  IDENTIFICATION  NUMBER




     (Please  print  name  and  address)

     If  the  number of shares of Common Stock issuable upon this exercise shall
not  be  all  of the shares of Common Stock which the undersigned is entitled to
purchase  in accordance with the enclosed Warrant, the undersigned requests that
a  New  Warrant (as defined in the Warrant) evidencing the right to purchase the
shares of Common Stock not issuable pursuant to the exercise evidenced hereby be
issued  in  the  name  of  and  delivered  to:


     (Please  print  name  and  address)





Dated:  _____________,  _____               Name  of  Holder:

     (Print)

     (By:)
     (Name:)
(Title:)
(Signature must conform in all respects to name of holder as specified on the
face of the Warrant)