exv4w59



 







EXHIBIT
4.59




PROMISSORY NOTE




	 	 	 
	$375,000

	 	August 7, 2006






     FOR VALUE RECEIVED, the undersigned, Network Installation Corp. (the “Maker”), promises to pay
to the order of Preston Capital Partners (the “Holder”),
c/o John P. Wykoff, or at such
other place as the Holder hereof may from time to time designate in writing, the principal amount
of $375,000, together with interest thereon from the date hereof at the rate of seven percent (7%)
per annum. Maker shall make payments in accordance with the amortization schedule attached as
Exhibit A.



     This 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 Maker at the time such payment is made or,
in the absence of such designation, in the discretion of the Holder.



     This Note is given pursuant to and is subject to the terms and provisions of that certain Loan
Restructure Agreement of even date herewith.



     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 Holder of this 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 Holder, 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 Holder 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 Holder 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 Holder 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 this note is placed in the hands of an attorney for collection or to defend or
enforce any of the Holder’s rights hereunder, the Maker will pay to the Holder hereof its
reasonable attorneys’ fees, together with all court costs and other expenses incurred in connection
therewith.



     The Maker, 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 Holder 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 Holder ever receives, collects, or applies, 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 Maker has executed this note the day and year first written above.




	 	 	 	 	 
	 

	 	Network Installation Corp.	 	 
	 
	 	 	 	 
	 
	 	/s/  Jeffrey R. Hultman	 	 
	 

	 	 

By:
	 	 






 









 





EXHIBIT A to Promissory Note




Network Installation Corporation

Note Payable — Preston

As of August 3, 2006




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Interest	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Rate	 	 	Principal	 
	Date/Payment Number	 	 	Payment	 	 	7.00%	 	 	Balance	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	375,000.00	 
	August 3, 2006 - 1	 	 	 	 	 	 	2,000.00	 	 	 	2,187.50	 	 	 	375,187.50	 
	September 1, 2006 -2	 	 	 	 	 	 	2,000.00	 	 	 	2,188.59	 	 	 	375,376.09	 
	October 1, 2006 - 3	 	 	 	 	 	 	2,000.00	 	 	 	2,189.69	 	 	 	375,565.79	 
	November 1, 2006 - 4	 	 	 	 	 	 	2,000.00	 	 	 	2,190.80	 	 	 	375,756.59	 
	December 1, 2006 - 5	 	 	 	 	 	 	2,000.00	 	 	 	2,191.91	 	 	 	375,948.50	 
	January 1, 2007 - 6	 	 	 	 	 	 	2,000.00	 	 	 	2,193.03	 	 	 	376,141.53	 
	February 1, 2007 - 7	 	 	 	 	 	 	2,000.00	 	 	 	2,194.16	 	 	 	376,335.69	 
	March 1, 2007 - 8	 	 	 	 	 	 	2,000.00	 	 	 	2,195.29	 	 	 	376,530.98	 
	April 1, 2007 - 9	 	 	 	 	 	 	2,000.00	 	 	 	2,196.43	 	 	 	376,727.42	 
	May 1, 2007 - 10	 	 	 	 	 	 	2,000.00	 	 	 	2,197.58	 	 	 	376,924.99	 
	June 1, 2007 - 11	 	 	 	 	 	 	2,000.00	 	 	 	2,198.73	 	 	 	377,123.72	 
	July 1, 2007- 12	 	 	 	 	 	 	2,000.00	 	 	 	2,199.89	 	 	 	377,323.61	 
	August 1, 2007 - 13	 	 	 	 	 	 	2,000.00	 	 	 	2,201.05	 	 	 	377,524.66	 
	September 1, 2007 - 14	 	 	 	 	 	 	2,000.00	 	 	 	2,202.23	 	 	 	377,726.89	 
	October 1, 2007 - 15	 	 	 	 	 	 	2,000.00	 	 	 	2,203.41	 	 	 	377,930.30	 
	November 1, 2007 - 16	 	 	 	 	 	 	2,000.00	 	 	 	2,204.59	 	 	 	378,134.89	 
	December 1, 2007 - 17	 	 	 	 	 	 	2,000.00	 	 	 	2,205.79	 	 	 	378,340.68	 
	January 1, 2008 - 18	 	 	 	 	 	 	2,000.00	 	 	 	2,206.99	 	 	 	378,547.67	 
	February 1, 2008 -19	 	 	 	 	 	 	8,000.00	 	 	 	2,208.19	 	 	 	372,755.86	 
	March 1, 2008 -20	 	 	 	 	 	 	8,000.00	 	 	 	2,174.41	 	 	 	366,930.27	 
	April 1, 2008 -21	 	 	 	 	 	 	8,000.00	 	 	 	2,140.43	 	 	 	361,070.70	 
	May 1, 2008 - 22	 	 	 	 	 	 	8,000.00	 	 	 	2,106.25	 	 	 	355,176.94	 
	June 1, 2008 - 23	 	 	 	 	 	 	8,000.00	 	 	 	2,071.87	 	 	 	349,248.81	 
	July 1, 2008- 24	 	 	 	 	 	 	8,000.00	 	 	 	2,037.28	 	 	 	343,286.09	 
	August 1, 2008 - 25	 	 	 	 	 	 	8,000.00	 	 	 	2,002.50	 	 	 	337,288.59	 
	September 1, 2008 - 26	 	 	 	 	 	 	8,000.00	 	 	 	1,967.52	 	 	 	331,256.11	 
	October 1, 2008 - 27	 	 	 	 	 	 	8,000.00	 	 	 	1,932.33	 	 	 	325,188.44	 
	November 1, 2008 - 28	 	 	 	 	 	 	8,000.00	 	 	 	1,896.93	 	 	 	319,085.37	 
	December 1, 2008 - 29	 	 	 	 	 	 	8,000.00	 	 	 	1,861.33	 	 	 	312,946.70	 
	January 1, 2009 - 30	 	 	 	 	 	 	8,000.00	 	 	 	1,825.52	 	 	 	306,772.22	 
	February 1, 2009 - 31	 	 	 	 	 	 	8,000.00	 	 	 	1,789.50	 	 	 	300,561.73	 
	March 1, 2009 - 32	 	 	 	 	 	 	8,000.00	 	 	 	1,753.28	 	 	 	294,315.01	 
	April 1, 2009 - 33	 	 	 	 	 	 	8,000.00	 	 	 	1,716.84	 	 	 	288,031.84	 
	May 1, 2009 - 34	 	 	 	 	 	 	8,000.00	 	 	 	1,680.19	 	 	 	281,712.03	 
	June 1, 2009 - 35	 	 	 	 	 	 	8,000.00	 	 	 	1,643.32	 	 	 	275,355.35	 
	July 1, 2009 - 36	 	 	 	 	 	 	8,000.00	 	 	 	1,606.24	 	 	 	268,961.59	 
	August 1, 2009 - 37	 	 	 	 	 	 	8,000.00	 	 	 	1,568.94	 	 	 	262,530.53	 
	September 1, 2009 - 38	 	 	 	 	 	 	8,000.00	 	 	 	1,531.43	 	 	 	256,061.96	 
	October 1, 2009 - 39	 	 	 	 	 	 	8,000.00	 	 	 	1,493.69	 	 	 	249,555.65	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Interest	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Rate	 	 	Principal	 
	Date/Payment Number	 	 	Payment	 	 	7.00%	 	 	Balance	 
	November 1, 2009 - 40	 	 	 	 	 	8,000.00	 	 	 	1,455.74	 	 	 	243,011.40	 
	December 1, 2009 - 41	 	 	 	 	 	8,000.00	 	 	 	1,417.57	 	 	 	236,428.96	 
	January 1, 2010 - 42	 	 	 	 	 	8,000.00	 	 	 	1,379.17	 	 	 	229,808.13	 
	February 1, 2010 - 43	 	 	 	 	 	8,000.00	 	 	 	1,340.55	 	 	 	223,148.68	 
	March 1, 2010 - 44	 	 	 	 	 	8,000.00	 	 	 	1,301.70	 	 	 	216,450.38	 
	April 1, 2010 - 45	 	 	 	 	 	8,000.00	 	 	 	1,262.63	 	 	 	209,713.01	 
	May 1, 2010 - 46	 	 	 	 	 	8,000.00	 	 	 	1,223.33	 	 	 	202,936.33	 
	June 1, 2010 - 47	 	 	 	 	 	8,000.00	 	 	 	1,183.80	 	 	 	196,120.13	 
	July 1, 2010 - 48	 	 	 	 	 	8,000.00	 	 	 	1,144.03	 	 	 	189,264.16	 
	August 1, 2010 - 49	 	 	 	 	 	8,000.00	 	 	 	1,104.04	 	 	 	182,368.20	 
	September 1, 2010 - 50	 	 	 	 	 	8,000.00	 	 	 	1,063.81	 	 	 	175,432.02	 
	October 1, 2010 - 51	 	 	 	 	 	8,000.00	 	 	 	1,023.35	 	 	 	168,455.37	 
	November 1, 2010 - 52	 	 	 	 	 	8,000.00	 	 	 	982.66	 	 	 	161,438.03	 
	December 1, 2010 - 53	 	 	 	 	 	8,000.00	 	 	 	941.72	 	 	 	154,379.75	 
	January 1, 2011 - 54	 	 	 	 	 	8,000.00	 	 	 	900.55	 	 	 	147,280.30	 
	February 1, 2011 - 55	 	 	 	 	 	8,000.00	 	 	 	859.14	 	 	 	140,139.43	 
	March 1, 2011 - 56	 	 	 	 	 	8,000.00	 	 	 	817.48	 	 	 	132,956.91	 
	April 1, 2011 - 57	 	 	 	 	 	8,000.00	 	 	 	775.58	 	 	 	125,732.49	 
	May 1, 2011 - 58	 	 	 	 	 	8,000.00	 	 	 	733.44	 	 	 	118,465.93	 
	June 1, 2011 - 59	 	 	 	 	 	8,000.00	 	 	 	691.05	 	 	 	111,156.99	 
	July 1, 2011 - 60	 	 	 	 	 	111,805.41	 	 	 	648.42	 	 	 	(0.01	)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	475,805.41	 	 	 	100,805.40	 	 	 	 	 
	 
	Total Payments Made in 2006	 	 	 	 	10,000.00	 	 	 	 	 	 	 	 	 
	Total Payments Made in 2007	 	 	 	 	24,000.00	 	 	 	 	 	 	 	 	 
	Total Payments Made in 2008	 	 	 	 	90,000.00	 	 	 	 	 	 	 	 	 
	Total Payments Made in 2009	 	 	 	 	96,000.00	 	 	 	 	 	 	 	 	 
	Total Payments Made in 2010	 	 	 	 	96,000.00	 	 	 	 	 	 	 	 	 
	Total Payments Made in 2011	 	 	 	 	159,805.41	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total	 	 	 	 	475,805.41