Exhibit  4.12
                                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                                     $45,600
PRICE                                            $38,000
INTEREST  RATE                                   8%  per  year
DEBENTURE  NUMBER                                October-2004-101
ISSUANCE  DATE                                   October  21,  2004
MATURITY  DATE                                   October  21,  2009

     FOR  VALUE  RECEIVED,  Network  Installations  Corp Nevada corporation (the
"Company"),  hereby  promises  to pay DUTCHESS PRIVATE EQUITIES FUND, L.P.  (the
"Holder")  on  October  21, 2009, (the "Maturity Date"), the principal amount of
Forty-Five  Thousand  Six Hundred Dollars ($45,600) 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.

     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 1a,
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  terms  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  1a     Interest  Payment  Schedule

     The  Company shall make interest payments beginning on October 25, 2004, in
an  amount  equal  to  $200.00, in cash, to the Holder.  Each subsequent payment
thereafter  shall  be tendered every thirty (30) days from said date in the same
amount,  in  cash,  to the Holder. The Company may make prepayments at any time.

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,  L.P.
312  Stuart  Street,  Third  Floor
Boston,  Massachusetts  02116

Interest and principal payments shall be subject to withholding under applicable
United  States  Federal  Internal  Revenue  Service  Regulations.


                                      Conversion

Conversion  Privilege

The  Holder  of this Debenture shall have the right to convert it into shares of
Common  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.

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

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.

Conversion  Procedure.

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.

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.

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.

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.

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.

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
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(f) is due to the unavailability of authorized
but unissued shares of Common Stock, the provisions of this Section 3.2(f) 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(f)  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.

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.

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.

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.

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 4310(c)(25)(H)(i)
or  Rule 4460(i)(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.

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
defined  under  Section  13(d)  and Rule 13d-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.

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 all 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
future  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%.

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.

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.

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.

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.

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.

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.


                                       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.

                                      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.

                                Defaults  and  Remedies

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
defined):  (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 (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 Default
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.

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.

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.

                                Registered  Debentures

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.

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.

                                       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  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:

     Dutchess  Private  Equities  Fund,  II,  LP
     312  Stuart  St
     Boston,  MA  02116

     Each  party  shall provide five (5) business days prior notice to the other
party  of  any  change  in  address,  phone  number  or  facsimile  number.

                                    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.


                                    No  Assignment

     This  Debenture  shall  not  be  assignable.

                                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.


                                    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.

                                      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     Threshold  Amount

     Once  the  Company  has  raised an amount in excess of $500,000 the Company
will  use  the  balance  of any amount over the $500,000 to redeem the Holder in
full  for  the  Face  Amount  of  the  Debenture.

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

                         By:  _/s/  Michael  Cummings,  CEO
                                Michael  Cummings,  CEO

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

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