EXHIBIT  10.2

                                 PROMISSORY NOTE

$1,500,000                                                    NOVEMBER  1,  2005

     NETWORK  INSTALLATION  CORP,  INC., (HEREINAFTER REFERRED TO AS "MAKER"), A
NEVADA  CORPORATION  ("MAKER"), FOR VALUE RECEIVED HEREBY PROMISES TO PAY TO THE
ORDER  OF ROBERT RIVERA (51%) AND SHERRY RIVERA (49%), INDIVIDUALS, (HEREINAFTER
COLLECTIVELY  REFERRED  TO  AS  "RIVERA"),  (TOGETHER  WITH  HIS  SUCCESSORS AND
ASSIGNEES,  REFERRED TO HEREIN AS "HOLDER"), THE SUM OF ONE MILLION FIVE HUNDRED
THOUSAND  DOLLARS ($1,500,000) (THE "PRINCIPAL AMOUNT"), AND INTEREST THEREON IN
ACCORDANCE  WITH THE TERMS AND CONDITIONS OF THIS PROMISSORY NOTE (THIS "NOTE").
THIS  NOTE  IS  EVIDENCES INDEBTEDNESS OF THE MAKER IN ADDITION TO  THE EXCHANGE
FOR  100%  OWNERSHIP  IN  SPECTRUM,  PURSUANT TO THE TERMS AND CONDITIONS OF THE
ACQUISTION  AGREEMENT  AND  PLAN  OF  REORGANIZATION ("PLAN") DATED NOVEMEBER 1,
2005,  BETWEEN  MAKER  AND  HOLDER  (THE  "PLAN  OF  REORGANIZATION").
THE FOLLOWING IS A STATEMENT OF THE RIGHTS OF HOLDER AND THE CONDITIONS TO WHICH
THIS  NOTE  IS  SUBJECT,  AND  TO  WHICH HOLDER, BY THE ACCEPTANCE OF THIS NOTE,
AGREES:

1.     Interest
       --------
  THIS  NOTE  SHALL  BEAR  INTEREST AT THE RATE OF SIX PERCENT (6.0%) PER ANNUM
(COMPUTED ON THE BASIS OF A 360-DAY YEAR OF TWELVE 30-DAY MONTHS) (THE "INTEREST
RATE")  ON  THE  PRINCIPAL  AMOUNT.

2.     Payments,  Prepayment  and  Recourse.
       -------------------------------------
2.1     Required  Payments
        ------------------
..  NO  PAYMENTS  SHALL  BE  MADE  ON  THE NOTE FOR THE FIRST TWELVE (12) MONTHS.
$90,000  IN  NEGATIVE  AMORTIZED INTEREST SHALL BE ADDED TO THE NOTE'S PRINCIPAL
BALANCE  OVER THE FIRST TWELVE MONTHS, WHEN NO PAYMENTS ARE MADE.  THE PRINCIPAL
AMOUNT  AND  INTEREST  FOR  PAYMENTS IN MONTHS THIRTEEN (13) THROUGH TWENTY-FOUR
(24)  SHALL  BE  PAYABLE  USING  A  TWENTY-FOUR  MONTH  (24) AMORTIZATION OF THE
$1.590,000  PRINCIPAL BALANCE AT THE BEGINNING OF MONTH THIRTEEN (13). THE FIRST
PAYMENT  $70,469.77  WILL  COMMENCE NOVEMBER 1, 2006 AND THEREAFTER ON A MONTHLY
BASIS  UNTIL  NOVEMBER 1, 2007, AT WHICH TIME THE REMAINING PRINCIPAL BALANCE OF
$818,783.47 WILL BE PAID IN FULL. ALL PAYMENTS UNDER THIS NOTE SHALL BE CREDITED
FIRST TO ACCRUED INTEREST AND THE BALANCE TO PRINCIPAL, WITH INTEREST CEASING ON
THE AMOUNT SO CREDITED TO PRINCIPAL.  ANY UNPAID BALANCE OF THE PRINCIPAL AMOUNT
AND  ACCRUED  INTEREST  THEREON SHALL BE DUE AND PAYABLE IN FULL ON THE DUE DATE
(AS  DEFINED  BELOW).

2.2     Due  Date
        ---------
 FOR PURPOSES HEREOF, THE "DUE DATE" IS THE EARLIER OF (A) NOVEMBER 1, 2007; OR
(B)  THE  DATE  DECLARED DUE AND PAYABLE BY THE HOLDER UPON THE OCCURRENCE OF AN
EVENT  OF  DEFAULT  (AS  DEFINED  BELOW).

2.3     Prepayment
        ----------
.. THE PRINCIPAL AMOUNT AND ANY INTEREST ACCRUED THEREON MAY  BE PREPAID BY MAKER
IN FULL OR IN PART AT ANY TIME AND FROM TIME TO TIME WITHOUT PREMIUM OR PENALTY,
PROVIDED THAT ALL PAYMENTS MADE HEREUNDER ARE FIRST TO BE APPLIED TO ANY ACCRUED
AND  UNPAID  INTEREST  OUTSTANDING  ON  THE  DATE  OF  SUCH  PAYMENT.

2.4     Recourse.  Notwithstanding  the  foregoing, this Note is a full recourse
        --------
obligation,  and  Maker  shall  be  liable  for  all  principal and interest due
hereunder.

     3.  Collateral.  The  Maker  understands  the  Holder  will  file and shall
         -----------
assist  the  Holder  in  any manner necessary and without delays in  executing a
UCC1  filing  in  favor  of  the  Holder  securing  cash,  accounts receivables,
inventory,  property  and  equipment,  and  intangible  assets  of  Spectrum
Communications  Cabling  Services,  Inc. up to one million five hundred thousand
dollars  ($1,500,000).  The  terms  and  conditions  of  the  security  shall be
outlined  by  the  Security  Agreement  between  Spectrum Communications Cabling
Services, Inc., Robert Rivera and Sherry Perry Rivera  that is dated November 1,
2005
4.     Events  of  Default
       -------------------
  IF  ANY  OF THE FOLLOWING EVENTS SHALL OCCUR (HEREIN INDIVIDUALLY REFERRED TO
AS  AN  "EVENT  OF DEFAULT"), HOLDER MAY DECLARE THE ENTIRE PRINCIPAL AMOUNT AND
UNPAID  ACCRUED  INTEREST  THEREON  IMMEDIATELY  DUE  AND  PAYABLE, BY NOTICE IN
WRITING  TO  MAKER:
(a)     Failure  by Maker to make any payment hereunder when due and  payable if
such  default  is not cured by Maker within ten (10) days after Holder has given
Maker  written  notice  of  such  default;  or
(b)     Maker's  breach  of  or  default  under  any  term, covenant, agreement,
condition, provision, representation or warranty contained in the "Plan" or this
     Note;  or
(c)     Maker's  insolvency;  or
(d)     The institution by Maker of proceedings to be adjudicated as bankrupt or
     insolvent,  or  the  consent  by  Maker to the institution of bankruptcy or
insolvency  proceedings  against  Maker  or the filing by Maker of a petition or
answer or consent seeking reorganization or release under the federal Bankruptcy
Act,  or  any other similar federal or state law, or the consent by Maker to the
filing  of  any  such  petition  or  the  appointment of a receiver, liquidator,
assignee, trustee or other similar official of Maker, or of any substantial part
of  Maker's property, or the making by Maker of an assignment for the benefit of
creditors,  or  the taking of action by Maker in furtherance of any such action;
or
(e)     If,  within  sixty (60) days after the commencement of an action against
Maker  (and  service  of  process  in connection therewith on Maker) seeking any
bankruptcy,  insolvency,  reorganization,  liquidation,  dissolution  or similar
relief under any present or future statute, law or regulation, such action shall
     not  have  been  resolved  in  favor  of Maker or all orders or proceedings
thereunder  affecting  the operations or the business of Maker stayed, or if the
stay  of  any  such  order  or  proceeding shall thereafter be set aside, or if,
within sixty (60) days after the appointment without the consent or acquiescence
of  Maker  of  any  trustee,  receiver  or  liquidator of Maker or of all or any
substantial  part  of  the  properties of Maker, such appointment shall not have
been  vacated.
5.     Representations  and Warranties.  Maker represents and warrants to Holder
       --------------------------------
as  follows:  the  representations  and  warranties  of  Maker  set forth in the
6.       The representations and warranties of Maker set forth in the "Plan"are
incorporated  herein  and  made  a  part  hereof  such  that  they  constitute
representations  and  warranties  made  by  Maker to Holder herein as though set
forth  herein  in  their  entirety.
7.     Covenants  of  Maker
  MAKER  SHALL  ABIDE BY THE COVENANTS OF MAKER SET FORTH IN THE  "PLAN", WHICH
ARE  INCORPORATED  HEREIN  AND  MADE  A  PART  HEREOF  SUCH THAT THEY CONSTITUTE
COVENANTS  MADE  BY  MAKER  TO HOLDER HEREIN AS THOUGH SET FORTH HEREIN IN THEIR
ENTIRETY.
8.     Miscellaneous.
       -------------
(a)     Assignment.  Maker  may  not  transfer this Note or assign its rights or
        ----------
obligations hereunder without the express written consent of Holder.  Subject to
     the  foregoing,  the  rights and obligations of the Maker and the Holder of
this  Note  shall  be  binding  upon and benefit the successors, assigns, heirs,
administrators  and  transferees  of  the  parties.
(b)     Waiver.  Diligence, presentment, protest, demand, dishonor,  nonpayment,
        ------
     and  notice  of  every kind are waived by all makers, sureties, guarantors,
and  endorsers  of  this Note to the fullest extent permitted by applicable law.
To  the  fullest  extent  permitted  by  law,  the  defense  of  the  statute of
limitations  is  waived  by  Maker.

(c)     Remedies.  No  delay or omission on the part of Holder in exercising any
        --------
right or remedy under this Note or under any other agreement securing this Note,
     or  applicable  law  will operate as a waiver of such right or remedy or of
any  other  right  or  remedy.  No single or partial exercise of any power under
this Note or under any other agreement securing this Note or applicable law will
preclude  other  or further exercise thereof or the exercise of any other power.
Holder  will  at  all times have the right to proceed against any portion of the
security  held  herefor in such order and in such manner as Holder may determine
in  Holder's  sole  discretion,  without  waiving any rights with respect to any
other  security.  The  release  of  any  party  liable  under this Note will not
operate  to  release  any  other  party  liable  under  this  Note.
(d)     Amendment.  No provision of this Note may be amended, waived or modified
        ---------
except  by  written  agreement  of  Maker  and Holder, except that Maker and any
sureties or guarantors of this Note consent to all extensions without notice for
any  period  or periods of time and to the acceptance of partial payments before
or after maturity, and to the acceptance, release, and substitution of security,
all without prejudice to Holder.  Holder will have the right to deal in any way,
at  any time, with Maker, or with any surety or guarantor hereof, without notice
to  any  other  party,  and  to  grant any such party any extensions of time for
payment  of any of the indebtedness hereunder, or to grant any other indulgences
or  forbearance whatsoever, without notice to any other party and without in any
way  affecting  the  liability  of  any  such  party.
(e)     Usury.  All agreements between Maker and Holder are expressly limited so
        -----
that  in no contingency or event whatsoever, whether by reason of advancement of
the  proceeds  hereof,  acceleration of maturity of the unpaid principal balance
hereof,  or  otherwise,  will the amount paid or agreed to be paid to Holder for
the  use,  forbearance  or  detention  of  money  exceed the highest lawful rate
permissible under applicable usury laws.  If, from any circumstances whatsoever,
fulfillment  of  any  provision  of this Note or any other agreement or guaranty
securing  this  Note, at the time performance of such provision is due, involves
transcending  the limit of validity prescribed by law which a court of competent
jurisdiction  may  deem  applicable  hereto, then the obligation to be fulfilled
will  be  reduced  to  the  limit  of  such validity.  Furthermore, if, from any
circumstances whatsoever, Holder ever receives as interest an amount which would
exceed  the  highest  lawful  rate, the amount which would be excessive interest
will  be  applied to the reduction of the unpaid principal balance due hereunder
and  not  to  the  payment  of  interest.  This  provision  controls every other
provision  of  all  agreements  between  Maker  and  Holder.
(f)     Severability.  If  any  term  or provision of this Note is held invalid,
        ------------
illegal, or unenforceable, the validity of all other terms and provisions hereof
will  in  no  way  be  affected  thereby.
(g)     Governing  Law.  This  Note  shall  be  governed  by  and  construed  in
        --------------
accordance  with the laws of the State of California, excluding that body of law
relating  to conflicts of law.  Any legal action or proceeding arising out of or
in  connection  with  this Note must be brought exclusively in the courts of the
State  of  California  or  the  federal  courts  of the United States of America
sitting  in  Orange County, California.  Maker hereby irrevocably submits to the
jurisdiction  of  each  such  court,  and  agrees  that  any  summons, pleading,
judgment,  memorandum  of  law,  or  other  paper relevant to any such action or
proceeding,  including  without  limitation,  service  of process sufficient for
personal  jurisdiction  in any action against Maker, will be sufficiently served
if  delivered  to Maker by certified or registered mail (with return receipt) at
his  or  her  address  of  record  listed with Holder.  Nothing in the preceding
sentence  will  affect the right of any party to proceed in any jurisdiction for
the  enforcement  or  execution of any judgment, decree or order made by a court
specified  in  said  sentence.
(h)     Attorney's  Fees  and  Costs.  In  the  event of any judicial proceeding
        ----------------------------
arising  as  a  result  of any dispute related to the subject matter hereof, the
prevailing  party shall be entitled to recover from the non-prevailing party the
reasonable  attorneys'  fees  and  costs  of  the  prevailing  party incurred in
connection  therewith.
(i)     Other  Obligations.  Performance  under this Note is not intended and is
        ------------------
not  to be construed as an accord and satisfaction or other release or discharge
of  any  obligations  or indebtedness of Maker to Holder not otherwise evidenced
specifically.
(j)     Heading;  References.  All headings used herein are used for convenience
        --------------------
only  and  shall  not  be used to construe or interpret this Note.  Except where
otherwise indicated, all references herein to Sections refer to Sections hereof.

     IN WITNESS WHEREOF, MAKER HAS CAUSED THIS NOTE TO BE EXECUTED AND ISSUED ON
NOVEMBER  1,  2005.


                  Network  Installation  Corp.

BY            /S/  JEFFREY  R.  HULTMAN
     Name:    Jeffery  R.  Hultman,  President  &
              CEO

RIVERA
ROBERT  RIVERA                         SHERRY  PERRY  RIVERA

/s/  Robert  Rivera                        /s/  Sherry  Perry  Rivera
_____________________________________      ______________________________
An  Individual                             An  Individual