X0202 4 2004-12-21 0 0001069778 NETWORK INSTALLATION CORP NWKI 0001304009 Dutchess Private Equities Fund, LP 312 STUART ST BOSTON MA 02116 0 0 0 1 See Note 1 Common 2004-12-21 4 S 0 24000 1.86 D 4459154 I See Note December 2004 103 Debenture 0 2004-12-22 4 J 0 153000 0 A 2005-12-22 2009-12-22 Common 153000 1731600 I See footnote December 2004 103 Warrant 1.86 2004-12-22 4 J 0 153000 1.86 A 2009-12-22 2009-12-22 Common 153000 1731600 I See footnote Two of our directors, Michael Novielli, who is also our Interim Chief Financial Officer, and Douglas Leighton, are the Managing Members of Dutchess Capital Management, LLC, which is the general parnter to Dutchess Private Equities Fund, LP. The debenture is convertible into common shares priced at the lower of 75% of the lowest closing bid of the common stock in the 15 trading days prior to conversion or 100% of the average closing bid prices of the common stock in the 15 trading days prior to closing. Dutchess Private Equities Fund, LP purchased the debenture. The warrant was issued as an inducement for an investment. The warrant is excercisable upon an effective registration statement. /s/ Douglas Leighton 2004-12-23