EXHIBIT 4.1

                        July 16, 1997


Mr. Rick Tuberosa
President, Palm State Equities, Inc.
721 Imar Drive
Sun City Center, FL  33573

Re:  Stock Promotion - Network Systems International, Inc.

Dear Rick:

     Please allow this correspondence to serve as written
documentation of our verbal agreement with reference to the
above-captioned matter.  We have agreed that in exchange for
Palm State Equities' efforts in promoting the stock of
Network Systems International, Inc., Palm State will be
issued company stock for services rendered as follows:

     (1)If, during the next 60 day period from the above date,
       Palm State promotes the stock of Network Systems
       International, Inc. to the extent that it legitimately
       trades at a minimum bid price of $3.00 per share and
       continuously maintains such price for a period of 30 days
       thereafter, upon application and acceptance of Network
       Systems International, Inc. by NASDAQ for listing on Small
       Cap, then, and in such event, Palm State Equities, Inc. will
       be issued TWENTY-FIVE THOUSAND (25,000) shares of common
       stock in Network Systems International, Inc. for services
       rendered.

     (2)In addition to the above, for each successive increase
       in stock price of $1.00 (above the $3.00 level reference
       above) during the next SIX (6) month period that
       legitimately holds such price for a period of THIRTY (30)
       consecutive days after reaching such level, Palm State
       Equities, Inc. will be awarded TEN THOUSAND (10,000) shares
       of common stock of Network Systems International, Inc.

     I trust that the above accurately reflects our
     understanding and agreement for payment of services
     rendered for the promotion of our stock.  Should you
     have any questions, please contact me immediately.
     
                                   Yours very truly,
                                   /s/ William C. Ray