Exhibit  10.1

                       RESCISSION AND SETTLEMENT AGREEMENT
                       -----------------------------------

     This  Rescission  and  Settlement  Agreement (this "Agreement") is made and
entered  into as of January 6, 2006, by and between Network Installation Corp, a
Nevada  corporation  ("NIC")  and ROBERT RIVERA, an individual, and SHERRY PERRY
RIVERA, an individual, (collectively, the "RIVERAS") and Spectrum Communications
Cabling  Services,  Inc.,  Inc.,  a  California  corporation  ("SPECTRUM").

NIC,  ROBERT  RIVERA and the RIVERAS may be referred to herein individually as a
"party"  and  together  as  the  "parties."


                                    RECITALS

     Prior  to  November  1,  2005,  the ROBERT RIVERA was the record owners and
holder  of 10,200 shares of common stock of SPECTRUM and SHERRY PERRY RIVERA was
the  record  owners and holder of 9,800 shares of common stock of SPECTRUM.  The
RIVERAS'  aggregate  of 20,000 -----shares of common stock of SPECTRUM represent
one-hundred  percent  (100%)  of  the  issued  and  outstanding  common stock of
Spectrum  (the  "Spectrum  Shares");

On  November  1,  2005, NIC, SPECTRUM, and the RIVERAS entered into that certain
Stock  for Stock Agreement (the "Plan of Reorganization"), pursuant to which NIC
agreed  to  exchange  an aggregate of 18,567,639 shares of its common stock (the
"NIC  Shares")  for the Spectrum Shares.  The Plan of Reorganization is attached
hereto  as  Exhibit  A;

     On  November  1,  2005,  NIC made that certain Promissory Note (the "Note")
whereby  NIC  promised  to  pay  the RIVERAS the sum of one million five hundred
thousand  dollars  ($1,500,000)  and  interest thereon pursuant to the terms and
conditions  of  the Note.  The Note evidences NIC's indebtedness pursuant to the
terms and conditions of the Plan or Reorganization.  The Note is attached hereto
as  Exhibit  B;

On  November 1, 2005, NIC and ROBERT RIVERA entered into that certain Employment
Agreement  (the  "Employment  Agreement"), pursuant to which NIC employed ROBERT
RIVERA  to  render  certain  services  to  NIC as NIC's Senior Vice-President of
Strategy  pursuant to the terms and conditions of the Employment Agreement.  The
Employment  Agreement  is  attached  hereto  as  Exhibit  C;

The  closing  of  the transaction contemplated by the Plan of Reorganization was
scheduled to be held at Spectrum's offices on or about November 1, 2005, at 5:00
pm  PST  or  such  other  place,  date  and time as the parties thereto may have
otherwise  agreed.  As  of  January  3,  2006  the  RIVERAS  received  the stock
certificates  representing  the  NIC  shares.  As of the date of this Agreement,
however,  NIC  has not received the stock certificates representing the Spectrum
shares;

The Board of Directors of NIC has determined that it is in the best interests of
NIC  and  its  stockholders to rescind the Plan of Reorganization, the Note, and
the  Employment  Agreement  (collectively  the  "Reorganization  Agreements");

The  Board  of  Directors  of  SPECTRUM  has  determined  that it is in the best
interests  of  SPECTRUM  and  its  stockholders  to  rescind  the  Plan  of
Reorganization.

The RIVERAS desire to rescind the Plan of Reorganization and the Note and ROBERT
RIVERA  desires  to  rescind  and  the  Employment  Agreement;

     NOW  THEREFORE,  in  consideration  of  the foregoing Recitals and promises
(which  are  incorporated herein by this reference) and the mutual covenants set
forth  below  and  other  good  and valuable consideration, the parties agree as
follows:


                                   AGREEMENTS

ARTICLE  1:  RESCISSION  &  RELEASE

1.1     Settlement.  The  parties  intend  for  this  Agreement  and the related
        ----------
transactions  to  constitute  a  full and final resolution and settlement of any
dispute  that  has  arisen between NIC, on the one hand, and the RIVERAS, ROBERT
RIVERA,  and/or SPECTRUM, on the other hand, or that may arise from or otherwise
relate to the Reorganization Agreements or any of them.  Further, this Agreement
is  being  entered  into for settlement purposes pursuant to California Evidence
Code   1152, Federal Rules of Evidence Rule 408, and any similar statute or rule
in  any  applicable  jurisdiction.

1.2     Rescission  of Agreements and Non-Delivery of Shares. The parties hereby
        ----------------------------------------------------
rescind  the Reorganization Agreements and each of them, and such Reorganization
Agreements  shall  be  of  no further force or effect as between the parties and
such Electing Investor. Each of the parties hereby agrees that there shall be no
further obligation to deliver or exchange their respective stock certificates as
contemplated  in  the  Plan of Reorganization or any of the other Reorganization
Agreements  and  the  RIVERAS  agree  to  surrender  the  stock  certificates
representing  the  NIC  shares  to  NIC  upon  execution  of  this  Agreement.

1.3     Mutual  Release.  Except for and subject only to the other provisions of
        ---------------
this  Agreement,  for  and  in  consideration  of the mutual covenants set forth
herein,  each  party  shall,  and  each  hereby does on behalf of itself and its
officers,  directors,  employees,  agents, successors, assigns, control persons,
members,  managers,  partners,  attorneys  and any other subsidiary or affiliate
entities  (each,  a  "Releasor,"  collectively,  the  "Releasors"),  release and
forever  discharge  the  remaining  parties  and  their  officers,  directors,
employees,  agents,  successors,  assigns,  control  persons, members, managers,
partners,  attorneys,  and any other subsidiaries or affiliate entities (each, a
"Releasee," collectively, the "Releasees") from any and all claims, accusations,
demands, liabilities, damages, obligations, responsibilities, suits, actions and
causes of action, whether liquidated or unliquidated, fixed or contingent, known
or  unknown,  direct or derivative, or otherwise, arising prior to the execution
of  this  Agreement or otherwise arising out of, resulting from, or relating to,
directly  or  indirectly,  the  Reorganization  Agreements  or  the transactions
contemplated  therein  (collectively,  the  "Released  Claims").

1.4     Civil  Code Section 1542 Waiver. With respect to the Released Claims, it
        -------------------------------
is  further  understood  and  agreed  that notwithstanding California CC   1542,
which  presently  provides:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT  TO  EXIST  IN  HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN  BY  HIM  MUST  HAVE  MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR,"

the release by each party contained herein extends to all claims of every nature
and  kind  whatsoever,  known  and unknown. Each party hereby waives any and all
rights  that it may have under Section 1542 as it presently reads or as it shall
hereinafter  be amended. In connection with this waiver, each party acknowledges
that  it  is  aware  that  it may hereafter discover claims presently unknown or
unsuspected  or  facts  in  addition  to or different from those it now knows or
believes  to  be  true  with  respect  to  the Released Claims. Nevertheless, it
intends  through  this  Agreement to release fully, finally, and forever, in the
manner described herein, all Released Claims. Accordingly, the release contained
herein  shall  remain  in  effect as a full and complete release of the Released
Claims  in  accordance with its terms notwithstanding the discovery or existence
of  any  such  additional  facts  or  different  claims  relating  thereto.

1.5     Assertion  of  Agreement  as  Bar  to Proceedings. This Agreement may be
         ------------------------------------------------
asserted  by  any  of the Releasees as a defense and complete bar to any action,
claim, cross claim, cause of action, arbitration or other proceeding that may be
brought,  or  could  have  been  brought,  instituted  or  taken by, against, or
involving  any of the Releasors, or anyone acting or purporting to act on behalf
of  any  of  the  Releasors  with  respect  to  any  Released  Claim.

1.6     No Admission of Liability. This Agreement is entered into solely for the
        -------------------------
purpose of compromise and settlement and may not be construed as an admission of
liability, wrongdoing or responsibility on the part of any party, at any time or
for  any  purpose  whatsoever.  In  entering  into  this  Agreement, none of the
parties  concedes  the  sufficiency or validity of any claims, counterclaims, or
defenses  that  have  been  asserted  or  could  be  asserted  by  any  of them.


ARTICLE  2:  CONFIDENTIALITY  &  NONDISCLOSURE

2.1     Confidential  Information.  The parties hereby acknowledge they have had
        -------------------------
access  to  each  others  technical  and/or business information, data, designs,
concepts,  ideas,  products,  processes,  methods,  techniques,  specifications,
formulas,  compositions, samples, know-how, trade secrets, and improvements of a
confidential  or  proprietary  nature,  whether  in  tangible  form  or  not
("Confidential  Information").  All  Confidential  Information  shall remain the
exclusive  property  of  its  original  owner.  Each  party  agrees  to take all
reasonable measures necessary to protect the confidential nature of Confidential
Information  it  may  posses,  including  returning  any  tangible  Confidential
Information  it  currently  possesses.

2.2     Except  to  the  extent  required by law, the parties will not make, and
will  each  direct  its representatives not to make, directly or indirectly, any
public  comment,  statement, or communication with respect to, or to disclose or
permit  the  disclosure  of  the existence of this transaction or the non-public
facts,  circumstances,  discussions,  and/or  negotiations  relied  upon  by the
parties  in  executing  this  Agreement.


ARTICLE  3:  INDEMNIFICATION

3.1     Rivera  Indemnitees.  In  consideration  of  the  SHERRY PERRY RIVERA's,
        -------------------
ROBERT RIVERA's, and SPECTRUM's execution and delivery of the this Agreement, in
addition  to  all  of  NIC's  other  obligations under this Agreement, NIC shall
defend,  protect,  indemnify  and  hold harmless the SHERRY PERRY RIVERA, ROBERT
RIVERA,  and  SPECTRUM  and  all  of their subsidiaries, shareholders, officers,
directors,  employees,  agents  or  other  representatives  (including,  without
limitation,  those  retained in connection with the transactions contemplated by
this  Agreement)  (collectively,  the "Rivera Indemnitees") from and against any
and  all  actions,  causes  of  action, suits, claims, losses, costs, penalties,
fees,  liabilities  and  damages,  and  expenses  in  connection  therewith
(irrespective  of whether any such Indemnitee is a party to the action for which
indemnification  hereunder  is sought), and including reasonable attorneys' fees
and  disbursements  (the  "Rivera  Indemnified  Liabilities"),  incurred  by any
Indemnitee  as  a  result  of,  or  arising  out  of,  or  relating  to  (i) any
misrepresentation  or  breach  of  any representation or warranty made by NIC in
this  Agreement  or  any  other certificate, instrument or document contemplated
hereby  or  thereby,  including but not limited to the Reorganization Agreements
(ii)  any  breach  of  any covenant, agreement or obligation of NIC contained in
this  Agreement  or  any other certificate, instrument or document  contemplated
hereby  or  thereby,  including but not limited to the Reorganization Agreements
(iii) any cause of action, suit or claim brought or made against such Indemnitee
by  a  third party and arising out of or resulting from the execution, delivery,
performance  or  enforcement  of  this  Agreement  or  any  other  certificate,
instrument or document contemplated hereby or thereby, including but not limited
to  the Reorganization Agreements, except insofar as any such misrepresentation,
breach  or  any  untrue statement, alleged untrue statement, omission or alleged
omission  is  made  in  reliance upon and in conformity with written information
furnished to the SHERRY PERRY RIVERA, ROBERT RIVERA, and/or SPECTRUM by NIC.  To
the  extent  that  the foregoing undertaking by NIC may be unenforceable for any
reason,  NIC shall make the maximum contribution to the payment and satisfaction
of  SHERRY  PERRY  RIVERA's,  ROBERT  RIVERA's,  and/or  SPECTRUM's  Indemnified
Liabilities  which is permissible under applicable law. The indemnity provisions
contained  herein  shall be in addition to any cause of action or similar rights
SHERRY  PERRY  RIVERA,  ROBERT  RIVERA,  and/or  SPECTRUM  may  have,  and  any
liabilities  SHERRY  PERRY RIVERA, ROBERT RIVERA, and/or SPECTRUM may be subject
to.

3.2     NIC  Indemnitees.  In  consideration  of NIC's execution and delivery of
        ----------------
the  this  Agreement  and  in  addition  to all of SHERRY PERRY RIVERA's, ROBERT
RIVERA's, and/or SPECTRUM's other obligations under this Agreement, SHERRY PERRY
RIVERA,  ROBERT  RIVERA,  and SPECTRUM shall defend, protect, indemnify and hold
harmless  NIC and all of its subsidiaries, shareholders, officers, directors and
employees  and  any  of  the  foregoing person's agents or other representatives
(including,  without  limitation,  those  retained  in  connection  with  the
transactions  contemplated  by  this  Agreement)  (collectively,  the  "NIC
Indemnitees")  from  and  against  any and all actions, causes of action, suits,
claims, losses, costs, penalties, fees, liabilities and damages, and expenses in
connection therewith (irrespective of whether any such NIC Indemnitee is a party
to  the  action  for  which  indemnification hereunder is sought), and including
reasonable  attorneys'  fees  and  disbursements  (the  "NIC  Indemnified
Liabilities"), incurred by any NIC Indemnitee as a result of, or arising out of,
or  relating  to  (i)  any  misrepresentation or breach of any representation or
warranty  made  by  SHERRY  PERRY  RIVERA, ROBERT RIVERA, and/or SPECTRUM in the
Agreement  or  any other certificate, instrument or document contemplated hereby
or  thereby, including but not limited to the Reorganization Agreements (ii) any
breach  of  any  covenant,  agreement or obligation of the RIVERAS and/or ROBERT
RIVERA  contained  in  the  Agreement  or  any  other certificate, instrument or
document  contemplated  hereby  or  thereby,  including  but  not limited to the
Reorganization  Agreements  (iii)  any cause of action, suit or claim brought or
made  against  such  NIC  Indemnitee  by  a  third  party  and arising out of or
resulting  from  the  execution,  delivery,  performance  or  enforcement of the
Agreement  or  any other certificate, instrument or document contemplated hereby
or  thereby,  including but not limited to the Reorganization Agreements, except
insofar  as  any such misrepresentation, breach or any untrue statement, alleged
untrue  statement,  omission or alleged omission is made in reliance upon and in
conformity  with  written  information  furnished to NIC by SHERRY PERRY RIVERA,
ROBERT  RIVERA, and/or SPECTRUM. To the extent that the foregoing undertaking by
the RIVERAS and/or ROBERT RIVERA may be unenforceable for any reason, the SHERRY
PERRY  RIVERA, ROBERT RIVERA, and SPECTRUM A shall make the maximum contribution
to  the payment and satisfaction of each of NIC Indemnified Liabilities which is
permissible  under  applicable  law.  The  indemnity provisions contained herein
shall  be in addition to any cause of action or similar rights NIC may have, and
any  liabilities  NIC  may  be  subject  to.

3.3     Indemnification  Procedure.  Any party entitled to indemnification under
        --------------------------
this  Section  (an "Indemnified Party") will give written notice to the party to
be charged with indemnification (the "Indemnifying Party") of any matters giving
rise  to  a  claim  for  indemnification;  provided,  that  the  failure  of any
Indemnified  Party hereunder to give notice as provided herein shall not relieve
the  Indemnifying  Party  of  its  obligations  under this Section except to the
extent  that  the  Indemnifying  Party is actually prejudiced by such failure to
give  notice.  In  case  any  action,  proceeding or claim is brought against an
Indemnified  Party  in respect of which indemnification is sought hereunder, the
Indemnifying  Party  shall  be  entitled  to  participate  in and, unless in the
reasonable  judgment  of counsel to the Indemnified Party a conflict of interest
between  it  and  the  Indemnifying Party may exist with respect to such action,
proceeding  or  claim,  to  assume  the  defense thereof with counsel reasonably
satisfactory  to the Indemnified Party. In the event that the Indemnifying Party
advises  an  Indemnified  Party  that  it  will  contest  such  a  claim  for
indemnification  hereunder,  or fails, within thirty (30) days of receipt of any
indemnification  notice  to  notify,  in writing, such person of its election to
defend,  settle  or  compromise,  at  its  sole  cost  and  expense, any action,
proceeding  or claim (or discontinues its defense at any time after it commences
such  defense), then the Indemnified Party may, at its option, defend, settle or
otherwise compromise or pay such action or claim. In any event, unless and until
the  Indemnifying  Party  elects  in  writing  to  assume and does so assume the
defense  of  any such claim, proceeding or action, the Indemnified Party's costs
and  expenses  arising  out of the defense, settlement or compromise of any such
action,  claim  or  proceeding  shall  be  losses  subject  to  indemnification
hereunder.  The  Indemnified  Party  shall cooperate fully with the Indemnifying
Party  in  connection  with  any  settlement negotiations or defense of any such
action  or claim by the Indemnifying Party and shall furnish to the Indemnifying
Party  all  information  reasonably  available  to  the  Indemnified Party which
relates  to  such  action  or  claim.  The  Indemnifying  Party  shall  keep the
Indemnified Party fully apprised at all times as to the status of the defense or
any  settlement  negotiations  with  respect  thereto. If the Indemnifying Party
elects  to  defend any such action or claim, then the Indemnified Party shall be
entitled  to  participate in such defense with counsel of its choice at its sole
cost  and expense. The Indemnifying Party shall not be liable for any settlement
of  any  action, claim or proceeding affected without its prior written consent.
Notwithstanding anything in this Section to the contrary, the Indemnifying Party
shall  not,  without  the  Indemnified  Party's prior written consent, settle or
compromise  any  claim  or  consent  to entry of any judgment in respect thereof
which  imposes  any future obligation on the indemnified party or which does not
include,  as  an  unconditional  term thereof, the giving by the claimant or the
plaintiff to the indemnified party of a release from all liability in respect of
such  claim.  The  indemnification  required  by  this  Section shall be made by
periodic  payments  of  the amount thereof during the course of investigation or
defense, as and when bills are received or expense, loss, damage or liability is
incurred,  within  ten  (10)  Business  Days  of  written  notice thereof to the
Indemnifying Party so long as the Indemnified Party irrevocably agrees to refund
such  moneys if it is ultimately determined by a court of competent jurisdiction
that  such  party  was not entitled to indemnification. The indemnity agreements
contained  herein  shall  be  in  addition to (a) any cause of action or similar
rights  of  the  Indemnified Party against the Indemnifying Party or others, and
(b)  any  liabilities  the  Indemnifying  Party  may  be  subject  to.


ARTICLE  4:  REPRESENTATIONS  AND  WARRANTIES

4.1     Arm's  Length Negotiations. This Agreement is being entered into in good
        --------------------------
faith  by  the parties and was negotiated through arm's length bargaining.  Each
party  has  received independent legal advice from its attorneys with respect to
the  advisability of making the settlement provided for in this Agreement.  Each
party  to  this  Agreement  has made such independent investigation of the facts
pertaining  to  this Agreement, and of all matters pertaining to it, as it deems
necessary.

4.2     Exclusive  Reliance.  No  party  (nor  any  officer,  agent,  partner,
        -------------------
employee,  representative, or attorney for any party), has made any statement or
representation  to  any  other  party regarding any fact relied upon in entering
into  this  Agreement,  except as set forth herein, and each party does not rely
upon  any  statement,  representation  or  promise  of  any  other party (or any
officer,  agent,  partner,  employee,  representative, or attorney of or for any
party),  in  executing  this Agreement, or in making the settlement provided for
herein,  except  as  set  forth  herein.

4.3     Capacity  to  Enter Agreement.  Each party, or its responsible officers,
        -----------------------------
has  read this Agreement and understands the contents hereof, and any individual
executing this Agreement is legally competent to execute this agreement, and any
person  executing  this  Agreement  in  a  representative capacity of any of the
parties  is  authorized  and empowered to do so and thereby has the authority to
bind  the  party  on  whose  behalf  this  Agreement  is  signed.


4.4     No  Prior  Assignment of Rights. Each party to the Agreement is the sole
        -------------------------------
owner  of the Released Claims being released by it hereby and such party has not
assigned  or  otherwise  transferred,  voluntarily  or  involuntarily,  any such
Released  Claims.

4.5     Additional  Documents.  The  parties  will  execute all such further and
        ---------------------
additional  documents  as  shall  be  reasonably  necessary  to  carry  out  the
provisions  of  this  Agreement.


ARTICLE  5:  GENERAL  PROVISIONS

5.1     Entire  Agreement.  This  Agreement, together with the Exhibits attached
        -----------------
hereto,  constitutes  the  entire  agreement  between the parties and may not be
modified except by a writing signed by both parties.  This Agreement is intended
by  the  parties  as  a  complete  and exclusive statement of the terms of their
agreement.  All prior and contemporaneous discussions and negotiations have been
integrated  into  and  superseded  by  this  Agreement.

5.2     No Agency Relationship.  No agency, partnership, or similar relationship
        ----------------------
exists  between  the  parties  and  no  such  relationship  is  created  by this
Agreement. Neither party has any authority to assume or to create any obligation
or  responsibility, express or implied, on behalf of or in the name of the other
party or to bind the other party in any manner and neither party shall represent
to  any  third  party  that  such  authority  exists.

5.3     Receipt  of  Agreement.  Each  party  hereby  acknowledges  receipt of a
        ----------------------
signed  copy  of  this  Agreement.

5.4     ApplicableLaw  and  Jurisdiction.  This  Agreement  and all transactions
        --------------------------------
contemplated  hereby, shall be governed by, construed and enforced in accordance
with the laws of the State of California. The parties herein waive trial by jury
and agree to submit to the personal jurisdiction and venue of a court of subject
matter jurisdiction located in Orange County, State of California.  In the event
that  litigation results from or arises out of this Agreement or the performance
thereof,  the  parties  agree  to  reimburse  the  prevailing party's reasonable
attorney's  fees, court costs, and all other expenses, whether or not taxable by
the  court  as  costs,  in addition to any other relief to which, the prevailing
party  may  be  entitled.

5.5     Notices.  All notices, requests, demands and other communications, which
        -------
are  required or may be given under this Agreement shall be in writing and shall
be  deemed  to  have  been  duly given if delivered or mailed, first class mail,
postage  prepaid:


To  RIVERAs:          Spectrum  Communications  Cabling  Services,  Inc.
                      ATT/Robert  Rivera,  President
                      226  N.  Lincoln  Ave.
                      Corona,  CA  92882
                      Tel:      951.371.0549
                      Fax:      951.273.3114

To  NIC:              Network  Installation  Corp.
                      ATT/Jeffrey  R.  Hultman,  CEO
                      15235  Alton  Parkway,  Suite  200
                      Irvine,  CA  92618
                      Tel:     949.753.7551
                      Fax:     949.341.0578

5.6     Section  Headings.  The  headings  in  this  Agreement  are inserted for
        -----------------
convenience  only  and  shall  not  constitute  a  part  hereof.

5.7     Severability  of Provisions.  Each provision contained in this Agreement
        ---------------------------
is  declared to constitute a separate and distinct covenant and provision and to
be  severable from all other separate, distinct covenants and provisions. If any
provision  of this Agreement is or becomes invalid, illegal, or unenforceable in
any  jurisdiction,  such  provision  shall  be deemed amended without materially
altering the intention of the parties, it shall be stricken and the remainder of
this  Agreement  shall  remain  in  full  force  and  effect.

5.8     Waiver  of  Breach.  No  waiver  of  a  breach  of any provision of this
        ------------------
Agreement  shall  be  deemed to be, or shall constitute, a waiver of a breach of
any  other  provision  of this Agreement, whether or not similar, nor shall such
waiver  constitute a continuing waiver of such breach unless otherwise expressly
provided  in  such  waiver.

5.9     Execution.  This  Agreement may be executed in one or more counterparts,
        ---------
each  of which when taken together shall constitute one and the same instrument.
This  Agreement may be delivered by personal delivery or Facsimile transmission.


WHEREFORE,  by  signing  below,  the  parties  have executed this Rescission and
Settlement  Agreement  as  of  the  date  first  written  above


ROBERT  RIVERA                         SHERRY  PERRY  RIVERA

/s/  Robert  Rivera                    /s/  Sherry  Perry  Rivera


NETWORK  INSTALLATION  CORP.

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



SPECTRUM  COMMUNICATIONS  CABLING  SERVICES,  INC.

__________________________________________________