EXHIBIT  10.1


     ACQUISITION  AGREEMENT  AND  PLAN  OF  REORGANIZATION

     THIS  STOCK FOR STOCK AGREEMENT ("Agreement") is made and entered into this
day  of  November  1, 2005, by and between Robert Rivera and Sherry Perry Rivera
individuals,  (hereinafter  collectively referred to as "RIVERA"), the owners of
the  shares of common stock of Spectrum Communications Cabling Services, Inc., a
California  corporation  (hereinafter  referred  to  as "SPECTRUM"), and Network
Installation  Corp,  a  Nevada  corporation  (hereinafter referred to as "NIC");

     WITNESSETH:
     WHEREAS,  RIVERA  is  the  record  owner  and  holder  of  an  aggregate of
twenty-thousand (20,000) -----shares (the "Shares") which represents one-hundred
percent  (100%)  of  the issued and outstanding common stock of SPECTRUM. Robert
Rivera is the owner of ten-thousand two-hundred (10,200) shares and Sherry Perry
Rivera  is  the  owner  of  nine-thousand  eight-hundred  (9,800)  shares.


WHEREAS,  NIC desires to exchange for its shares, and RIVERA desires to exchange
the  Shares,  pursuant to Type B Reorganization - Stock for Stock Under IRC Sec.
368(a)(1)(B)  of  the  Internal  Revenue  Code,  upon  terms  and subject to the
conditions  herein.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
contained  in this Agreement, and in order to consummate the exchange of Shares,
it  is  hereby  agreed  as  follows:

1.     CLOSING.

A.     PROCEDURE  FOR  CLOSING.  The  closing of the transaction contemplated by
this Agreement shall be held at SPECTRUM's offices on or about November 1, 2005,
at  5:00  pm  PST  ("Closing  Date")  or  such other place, date and time as the
parties  hereto  may  otherwise  agree.

B.     EXCHANGE  OF  SPECTRUM STOCK.  Upon the date set forth in this Agreement,
and  subject  to  the  terms  and conditions hereinafter set forth, RIVERA shall
exchange,  convey  and  transfer,  or  cause  to  be  exchanged,  conveyed  or
transferred, all of the outstanding Shares of SPECTRUM's Stock representing 100%
ownership  of  SPECTRUM  on  or  about  the  Closing  Date.

C.       SECTION  368  STOCK FOR STOCK EXCHANGE. The Exchange of Shares shall be
affected  as  a  tax-free  exchange  pursuant to IRC Sec. 368 (a) (1) (B) of the
Internal  Revenue  Code.

D.  AMOUNT  AND  PAYMENT  OF  EXCHANGE  SHARES.  The  total amount of NIC shares
received,  ("Exchange  Shares")  is  computed  by  first  multiplying SPECTRUM's
current  estimated  2005 revenues of fourteen million dollars ($14,000,000) by a
factor of one (1). The amount of Stock RIVERA shall receive is then equal to the
"Exchange Shares" divided by the average closing  price of NIC Stock for the ten
(10)  trading  days prior to the Closing Date. The NIC Stock shall be restricted
and  issued pursuant to Rule 144 and delivered to RIVERA no later than seven (7)
days  following  the  Closing  Date.  NIC  shall receive 100% of the outstanding
shares  of  SPECTRUM in a tax free exchange pursuant to IRC Sec. 368(a)(1)(B) of
the  Internal  Revenue  Code.

E.     APPOINTMENT  OF  DIRECTORS.  At  Closing,  RIVERA  will have the right to
appoint  two  (2)  members  to  NIC's  Board  of  Directors. The members must be
reasonably  acceptable  to  NIC. In addition RIVERA will have observation rights
for  all  Board  meetings  for  five (5) years from the closing date. The RIVERA
designee  may  be  removed as an Observer for cause, as defined in the Company's
Articles,  By-laws  and  applicable  corporate  law.


1.     REPRESENTATIONS  AND  WARRANTIES  OF  RIVERA.

 RIVERA  hereby  warrants  and  represents:

A.     AUTHORITY RELATIVE TO THIS AGREEMENT.  Except as otherwise stated herein,
RIVERA  and SPECTRUM have full power and authority to execute this Agreement and
carry out the transactions contemplated by it and no further action is necessary
by  RIVERA nor SPECTRUM to make this Agreement valid and binding upon RIVERA and
SPECTRUM  enforceable  against  them  in accordance with the terms hereof, or to
carry  out  the  actions  contemplated  hereby.  The  execution,  delivery  and
performance  of  this  Agreement  by  RIVERA  and  SPECTRUM  will  not:

(i)     constitute  a  breach  or  a  violation  of  SPECTRUM's  Certificate  of
Incorporation,  By-Laws,  or  of  any  law, agreement, indenture, deed of trust,
mortgage, loan agreement or other instrument to which it is a party, or by which
it  is  bound;

(ii)     constitute  a violation of any order, judgment or decree to which it is
a  party  or  by  which  its  assets  or  properties  are  bound or affected; or

(iii)     result  in  the  creation  of any lien, charge or encumbrance upon its
assets  or  properties,  except  as  stated  herein.

B.     OWNERSHIP.  All  of  SPECTRUM's  outstanding  shares  have  been  duly
authorized,  validly  issued  and  are  fully  paid and non-assessable, were not
issued in violation of the terms of any agreement or other understanding legally
binding  upon  RIVERA  and  SPECTRUM  and  were  issued  in  compliance with all
applicable  laws  and  regulations.

C.     REVENUES.  RIVERA  represents  and  warrants  that  the  estimated  gross
revenue  of  fourteen  million  dollars  ($14,000,000) for the fiscal year ended
December 31, 2005, as reported on the Contracts in Progress Report, under column
"Total  Revised  Contract Price" dated August 31, 2005, is substantially correct
and  supported  to  date  by  SPECTRUM's  books  and  records.


D.     ASSETS & LIABILITIES. RIVERA represents and warrants that NIC is entitled
to  receive  all  SPECTRUM's  assets and shall assume all SPECTRUM's liabilities
with  the  exception  of  the  "LITIGATION RECEIVABLES," which are identified in
Exhibit  A.  and  the  SPECTRUM  SERVERS,  which are identified in Exhibit B.The
Parties  agree  that  RIVERA shall be personally entitled to receive any and all
proceeds  successfully  recovered from the LITIGATION RECEIVABLES and shall bear
any  and  all  costs  associated  with  any  claims  regarding  the  LITIGATION
RECEIVABLES.

     (1)  Management  by  Board  of  Directors  and  Executive  Committee.
          ---------------------------------------------------------------

     (a)  Upon  the  closing,  SPECTRUM  shall  be  governed by the NIC Board of
Directors,  which  shall be elected by the shareholders.  The Board of Directors
shall  consist  of  five(5)  directors  and  no  more  than  seven  directors as
determined  by  the shareholders.  The Board of Directors shall immediately form
an  Executive  Committee  regarding the LITIGATION RECEIVABLES, as identified in
Exhibit A, consisting of one director and shall appoint RIVERA'S designee on the
Board  as  the  Executive Committee.  Thereafter, the Executive Committee, shall
have  the  authority  to:

                    (i)  Prosecute  the  LITIGATION  RECEIVABLES  actions;

                    (ii)  Determine  the  strategies  to  be  pursued;

                    (iii)  Employ  counsel and experts to assist in the actions;

                    (iv)  Enter  into,  and  enforce  settlements;  and

(v)  Perform  all  other  acts  required  for  the  conduct  of  the  LITIGATION
RECEIVABLES  to  conclusion.

     (b)  The  approval  of  the  Executive  Committee, will be required for all
decisions  relating  to  the  LITIGATION  RECEIVABLES  until  final  conclusion.

     (c)  The  Board  of  Directors  may  disapprove  of any actions of and give
directions  to  the  Executive Committee if all its members find that any action
would  have  a  material  adverse  effect  upon  SPECTRUM  or  NIC.

     (d)  The  Board  of  Directors  will  monitor and promptly determine if any
action  of  the Executive Committee would represent a material adverse change in
the  condition  or  business, financial or otherwise, of SPECTRUM or NIC, and if
any  of  the pending actions or proceedings threatened SPECTRUM or NIC which, if
adversely  determined, in the reasonable judgment of SPECTRUM or NIC, could have
a  material  adverse  effect  on  SPECTRUM  or NIC or their respective financial
conditions,  business  or  prospects.

     (e)  RIVERA  shall also indemnify the NIC INDEMNITIES under Section 6(b) of
this Agreement for all NIC INDEMNIFIED LIABILITIES as a result of or arising out
of,  or  relating  to any cause of action, suit or claim brought or made against
such  NIC  INDEMNITY  arising  out  of  the  LITIGATION  RECEIVABLES.

E.     LAWSUITS,  LIENS  & TAXES. RIVERA represents that to the best of RIVERA's
knowledge,  other  than those items identified in Exhibit A, that neither RIVERA
nor  SPECTRUM is currently the subject of any other lawsuit threatened or filed.
RIVERA  also  represents  that  SPECTRUM is free from any liens or encumbrances,
other than what is known regarding RIVERA's and SPECTRUM's obligations contained
on  Spectrum's balance sheet as of the closing of this transaction. RIVERA shall
be  solely  responsible  for all taxes which may be incurred by RIVERA resulting
from  the  receipt  of  consideration  by  RIVERA  pursuant  to  this Agreement.

F.     BROKERAGE.  RIVERA  or  SPECTRUM have not made any agreement or taken any
other  action  which  might cause anyone to become entitled to a broker's fee or
commission  from  the  as  a  result of the transactions contemplated hereunder.

2.     REPRESENTATIONS  AND  WARRANTIES  OF  THE  NIC.  NIC  hereby warrants and
represents:

A.     AUTHORITY  RELATIVE TO THIS AGREEMENT AND ANCILLARY DOCUMENTS.  Except as
otherwise  stated  herein,  the NIC has full power and authority to execute this
Agreement, and carry out the transactions contemplated hereby and thereby and no
further action is necessary by NIC to make this Agreement valid and binding upon
NIC  and enforceable against it in accordance with the terms hereof, or to carry
out  the  actions  contemplated hereby and thereby.  The execution, delivery and
performance  of  this  Agreement  by  the  NIC  will  not:

i.     constitute a breach or a violation of any law, agreement, indenture, deed
of  trust,  mortgage, loan agreement or other instrument to which it is a party,
or  by  which  it  is  bound;

ii.     constitute a violation of any order, judgment or decree to which it is a
party  or  by  which  its  assets  or  properties  are  bound  or  affected;  or

iii.     result  in  the  creation  of  any lien, charge or encumbrance upon its
assets  or  properties  except  as  stated  herein.

B.     BROKERAGE.  The  NIC has not made any agreement or taken any other action
which might cause anyone to become entitled to a broker's fee or commission from
the  as  a  result  of  the  transactions  contemplated  hereunder.

C.     TAXES.  NIC  shall  be  solely  responsible  for  all  taxes which may be
incurred  by  NIC resulting from the receipt of consideration by NIC pursuant to
this  Agreement.

3.     EXPENSES.  Each  of  the  parties  hereto  shall  pay  its own expense in
connection  with  this  Agreement  and  the  transactions  contemplated  hereby,
including  the  fees  and  expenses  of  its  counsel  and  its certified public
accountants  and  other  experts.

4.     CLOSING DELIVERIES.  At the Closing, the deliveries hereinafter specified
shall  be  made  by  the  respective  parties hereto, in order to consummate the
transactions  contemplated  hereby.  Best  efforts shall be made by both parties
regarding  deliveries  by  the  Closing date or such reasonable time thereafter.

A.     DELIVERIES  BY RIVERA.  RIVERA shall deliver or caused to be delivered to
NIC:

i.     Stock  certificates,  and any and all other instruments of conveyance and
transfer  as  required  by  Section  1(a)  of  this  Agreement;  and

ii.     copies  of  all  third  party  consents  necessary  to  consummate  the
transaction  contemplated  herein.

B.     DELIVERIES BY NIC. NIC shall deliver or caused to be delivered to RIVERA:

i.     the Exchange Price of this Agreement; and Stock certificates, and any and
all  other instruments of conveyance and transfer as required by Section 1(b) of
this  Agreement;  and

ii.         copies  of  all  third  party  consents  necessary to consummate the
transaction  contemplated  herein.


6.     INDEMNIFICATION.

          In  consideration  of  RIVERA'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 RIVERA and all of its
officers,  directors,  employees and direct or indirect investors 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 "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  (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, (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,
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 RIVERA 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  each of RIVERA 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 RIVERA may have, and any liabilities RIVERA may be
subject  to.

NIC  further  agrees that NIC shall indemnify RIVERA and their heirs, executors,
administrators,  successors,  and assigns, from and against any and all loss and
expense, including amounts paid in settlement before or after suit is commenced,
and  reasonable attorney's fees,actually and necessarily incurred as a result of
any  claim,  demand,  action,  proceeding, or judgment that may be asserted by a
third-party  or shareholders against any such persons, or in which these persons
are made parties by such third-party or shareholders by reason of their being or
having  been  officers,  directors  or  shareholders  of  NIC.

      (b)        In  consideration  of  NIC's execution and delivery of the this
Agreement  and  in  addition  to  all  of  RIVERA's other obligations under this
Agreement, RIVERA 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 RIVERA in
the  Agreement  or  any  other  certificate, instrument or document contemplated
hereby  or  thereby, (ii) any breach of any covenant, agreement or obligation of
RIVERA  contained  in  the  Agreement  or  any  other certificate, instrument or
document  contemplated  hereby  or  thereby,  (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, and 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  RIVERA.  To  the extent that the foregoing undertaking by RIVERA may be
unenforceable  for any reason, RIVERA 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.

 (c)  Indemnification  Procedure.  Any  party  entitled to indemnification under
      --------------------------
this  Section  (an  "INDEMNIFIED  PARTY")  will  give  written  notice  to  the
indemnifying  party  of  any matters giving rise to a claim for indemnification;
provided, that the failure of any party entitled to indemnification 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.

7.     GENERAL.

A.      SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  Each of the parties to this
Agreement  covenants and agrees that its respective representations, warranties,
covenants  and  statements  and  agreements  contained in this Agreement and the
exhibits  hereto,  and  in any documents delivered in connection herewith, shall
survive  the  Closing  Date  indefinitely.  Except  agreements  between  NIC and
certain  individual members of SPECTRUM, and as set forth in this Agreement, the
exhibits hereto or in the documents and papers delivered in connection herewith,
there  are  no  other agreements, representations, warranties or covenants by or
among  the  parties  hereto  with  respect  to  the  subject  matter  hereof.

B.      WAIVERS.  No  action  taken  pursuant  to  this Agreement, including any
investigation  by  or  on  behalf  of  any party shall be deemed to constitute a
waiver  by  the  party taking such action or compliance with any representation,
warranty,  covenant  or agreement contained herein, therein and in any documents
delivered  in  connection herewith or therewith.  The waiver by any party hereto
of a breach of any provision of this Agreement shall not operate or be construed
as  a  waiver  of  any  subsequent  breach.

VOTING.  NIC  officers  and  RIVERA  mutually  agree;

     i.     to  vote  all  of  their  shares  of NIC Stock in favor of the other
party's candidates for NIC Board of Directors for a period of two (2) years from
the  Closing  Date  ("Vote  Period").

     ii.     that  during  the  Vote  Period,  under no circumstance will either
party  vote  any  of  their shares, in favor of the removal of any member of NIC
Board of Directors unless either or both parties voluntarily waive this right or
any  board member has committed an action deemed by a majority vote of the board
to  be  detrimental  to  NIC.

D.     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  RIVERA:
     Robert  Rivera  and/or  Sherry  Perry  Rivera
     226  N.  Lincoln  Ave.
     Corona,  CA  92882
     ph  (951)  371-0549
     fx  (951)  273-3114

To  NIC:
     Network  Installation  Corp.
     ATT/Jeffrey  R.  Hultman,  CEO
     15235  Alton  Parkway,  Suite  200
     Irvine,  CA  92618
     ph  (949)  753-7551
     fx  (949)  341-0578

or to such other address as such party shall have specified by notice in writing
through  Certified  Mail  to  the  other  party.
E.      ENTIRE AGREEMENT.  This Agreement (including the exhibits hereto and all
documents and papers delivered pursuant hereto and any written amendments hereof
executed  by the parties hereto) constitutes the entire agreement and supersedes
all  prior  agreements and understandings, oral and written, between the parties
hereto  with  respect  to  the  subject  matter  hereof.
F.      SECTIONS  AND  OTHER HEADINGS.  The section and other headings contained
in  this  Agreement  are  for  reference  purposes only and shall not affect the
meaning  or  interpretation  of  this  Agreement.
G.      GOVERNING LAW.  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.
H.      CONTRACTUAL  PROCEDURES.  Unless  specifically disallowed by law, should
litigation  arise  hereunder,  service  of  process  therefore,  may be obtained
through certified mail, return receipt requested; the parties hereto waiving any
and  all  rights  they  may  have  to  object to the method by which service was
perfected.
I.      CONFIDENTIALITY  AND  NON-DISCLOSURE:  Except  to the extent required by
law,  without the prior written consent, the undersigned 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  prior  to  closing.
J.      AMENDMENT  AND  WAIVER.  The  parties may by mutual agreement amend this
Agreement  in  any  respect, and any party, as to such party, may (a) extend the
time  for  the performance of any of the obligations of any other party, and (b)
waive  (i)  any  inaccuracies  in  representations  by  any  other  party,  (ii)
compliance  by  any  other party with any of the agreements contained herein and
performance of any obligations by such other party, and (iii) the fulfillment of
any  condition  that is precedent to the performance by such party of any of its
obligations under this Agreement.  To be effective, any such amendment or waiver
must  be  in  writing and be signed by the party against whom enforcement of the
same  is  sought.
K.      COUNTERPARTS.  This  Agreement  may  be  executed  in  one  or  more
counterparts, each of which shall for all purposes be deemed an original and all
of  which  shall  constitute  one  instrument.
IN  WITNESS  WHEREOF, this Agreement has been executed by each of the individual
parties  hereto,  all  on  the  date  first  above  written.

NIC

NETWORK  INSTALLATION  CORP.

/s/  Jeffrey  R.  Hultman
_____________________________________
Jeffrey  R.  Hultman,  President  &  CEO

RIVERA                                   RIVERA
ROBERT  RIVERA                           SHERRY  PERRY  RIVERA
/s/  Robert  Rivera                      /s/Sherry  Perry  Rivera
_____________________________________    ______________________________
An  Individual                           An  Individual

SPECTRUM
SPECTRUM  COMMUNICATION  CABLING  SERVICES,  INC.

/S/  ROBERT  RIVERA
_____________________________________
Robert  Rivera,  President  &  CEO

                                    EXHIBIT A
                                    ---------

LITIGATION  RECEIVABLES

(1)  Lynwood  Unified  School  District  (to  recover  approximately one-million
two-hundred  thousand  dollars  in  accounts  receivable  and  interest  owed to
SPECTRUM);

(2)  The Inland Valley Daily Bulletin and others (to recover unknown damages for
injuries  to  SPECTRUM  and  RIVERA);  and

(3)  California  Network  Cabling  and  others  (to  recover unknown damages for
injuries  to  SPECTRUM  and  to  defend  claims  against  SPECTRUM  and  RIVERA)

(4)  Former  Executive  employees  of  SPECTRUM  as  designated by Robert Rivera

(5)  Any  counter  claim  against  SPECTRUM  and  RIVERA  which  may  rise  in
pursuing  such  claims.