exv4w58



 






EXHIBIT
4.58




PROMISSORY NOTE




			
	$6,254,960
	 	August 1, 2006






     FOR VALUE RECEIVED, the undersigned, Network Installation Corp. and Kelley Communication
Company, Inc. (the “Makers”), jointly and severally promise to pay to the order of Dutchess Private
Equities Fund LP, Dutchess Private Equities Fund II LP, and Dutchess Advisors LTD (collectively,
the “Holders”), c/o Dutchess Capital Management LLC, 50 Commonwealth Avenue, Suite 2, Boston,
Massachusetts 02116 attn: Douglas Leighton, or at such other place as the Holders hereof may from
time to time designate in writing, the principal amount of $6,254,960 together with interest
thereon from the date hereof at the rate of seven percent (7%) per annum (the “Note”). Makers
shall make payments in accordance with the amortization schedule attached as Exhibit A.



     The Note may be prepaid in whole or in part at any time without premium or penalty. Partial
prepayments shall be applied in the manner designated by Makers at the time such payment is made
or, in the absence of such designation, at the discretion of the Holders.



     This Note is given pursuant to and is subject to the terms and provisions of the certain Loan
Restructure Agreement dated August 1, 2006 between Makers and Holders.



     Any amount not paid when due hereunder shall bear interest at a rate equal to the lesser of
(i) 10% per annum, or (ii) the maximum amount that may be collected under law, until paid. During
the existence of any default hereunder, the Holders of the Note may apply payments received on any
amount due hereunder, or any other instrument now or hereafter evidencing or securing the
indebtedness evidenced hereby, as the Holders, in their sole discretion, may determine.



     The entire principal indebtedness evidenced by the Note and all accrued interest thereon shall
become and be immediately due and payable, at the option of the Holders hereof, upon the occurrence
of any of the following events of default: (i) the Maker’s failure to timely make payment of any
amount due hereunder or under the Loan Restructure Agreement that is not cured within 10 business
days after notice in writing to the Company, or (ii) the Maker’s failure to comply with any other
provisions or conditions of the Note, the Loan Restructure Agreement, or any other instrument,
including, the surviving provisions of the Loan Documents referred to in the Loan Restructure
Agreement, now or hereafter evidencing or securing the indebtedness evidenced hereby as modified by
the Loan Restructure Agreement that is not cured within the later of (a) 10 business days or (b)
the cure period prescribed in the instrument pursuant to which the default occurred, after notice
in writing of any such default.



     The failure of the Holders hereof to exercise any of the remedies or options set forth in this
note, the Loan Restructure Agreement, or in any instrument now or hereafter evidencing or securing
the indebtedness evidenced hereby (as modified by the Loan Restructure Agreement) upon the
occurrence of one or more events of default shall not constitute a waiver of the right to exercise
any



 









 







such remedy or option or any other remedy or option at any subsequent time in respect to the same
or any other event of default. The acceptance by the Holders hereof of any payment which is less
than the total amount due and payable at the time of such payment shall not constitute a waiver of
the right to exercise any of the foregoing remedies or options at that time or at any subsequent
time or nullify any prior exercise of any such remedy or option.



     As often as the Note is placed in the hands of an attorney for collection or to defend or
enforce any of the Holders’ rights hereunder, the Makers will pay to the Holders hereof their
reasonable attorneys’ fees, together with all court costs and other expenses incurred in connection
therewith.



     The Makers, endorsers, sureties, guarantors, and all other persons who are or may become
liable for all or any part of the indebtedness evidenced hereby waive presentment, protest, and
notice of dishonor.



     Notwithstanding any provisions herein or in the Loan Restructure Agreement to the contrary,
the total liability for payments in the nature of interest shall not exceed the limits imposed by
laws of the State of Nevada relating to maximum charges of interest, and Holders shall not be
entitled to receive, collect, or apply, as interest on the indebtedness evidenced hereby, any
amount in excess of the maximum legal rate of interest permitted to be charged by applicable law.
If the Holders ever receive, collect, or apply, as interest, any such excess, the amount that would
be excessive interest shall be applied to reduce the unpaid principal balance of the indebtedness
evidenced hereby, and if the unpaid principal balance of such indebtedness is paid in full, any
remaining excess shall be immediately paid to the Maker.



          IN WITNESS WHEREOF, the Makers have executed this note the day and year first written above.




	 	 	 	 	 
	 

	 	 	 	 
	 

	 	Network Installation Corp.	 	 
	 
	 	 	 	 
	 
	 	/s/  Jeffrey R. Hultman	 	 
	 

	 	 	 	 
	 

	 	By:	 	 
	 
	 	 	 	 
	 

	 	Kelley Communication Company, Inc.	 	 
	 
	 	 	 	 
	 
	 	/s/  James Michael Kelley	 	 
	 

	 	 	 	 
	 

	 	By: