EXHIBIT 10.4





STOCK
PURCHASE AGREEMENT 


This Stock
Purchase Agreement (the "Agreement") is made and entered into as of the 17th
day of November 2016 by Capaciti Networks, Inc., a Texas corporation
("Capaciti"), which has a mailing address of 19206 Huebner Road, Suite 202, San
Antonio, Texas 78258, Competitive Companies, Inc. ("CCI", "Seller" or "Capaciti
Shareholder") a Nevada corporation that owns 100% of Capaciti, and Wytec
International, Inc., a Nevada corporation (the "Buyer" or "Company"), with
respect to the following facts: 


R E C I T A
L S 


A. Seller owns
100% of the total issued and outstanding capital stock of Capaciti. 


B. Capaciti is
engaged in the business of selling commercial Internet services from the
Company's "Diamond Ring" backhaul network ("Capaciti Business") along with
other products and services. 


C. The Company
desires to acquire from Seller and Seller desires to sell to the Company 100%
of the total issued and outstanding stock of Capaciti in exchange for 609,603
shares of the Company's common stock. 


NOW,
THEREFORE, for good
and valuable consideration the receipt and sufficiency of which are hereby
acknowledged by the parties to this Agreement, and in light of the above
recitals to this Agreement, the parties to this Agreement hereby agree as
follows: 


1. Sale and Purchase 


1.1 Sale
and Purchase of Stock.
In consideration for the Purchase Price (as defined in Section 1.2 of this
Agreement) and the other covenants of the Company in this Agreement, Seller
agrees to sell to the Buyer, and the Buyer agrees to purchase from Seller, on
the Closing Date (as defined in Section 4.1 of this Agreement) 1,000,000 shares
of the common stock of Capaciti, representing 100% of the total issued and
outstanding capital stock and equity ownership interest in Capaciti (the
"Capaciti Stock"). 


1.2
Purchase Price. As
consideration for the sale by Seller of the shares of Capaciti Stock to the
Company on the Closing Date, the Company will pay to Seller 609,603 shares (the
"Shares") of the Company's common stock (the "Stock Payment"), issuable as
provided in Section 1.2 of this Agreement. The Stock Payment will be made as
follows: At the Closing, Seller will be issued a total of 609,603 Shares of the
Company's common stock as part of the Purchase Price, subject to the terms and
conditions of this Agreement. The certificates evidencing the Shares will bear
the following legend: 


"THE SHARES
EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE." 



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2. Covenants. 


2.1
Transition Period. Seller
shall assist the Company with the transfer for 120 days after Closing at no
cost to the Company. 


2.2
Capaciti Board of Directors. At or prior to the Closing, to be effective on the Closing,
the parties will execute all documents, resolutions, resignations, appointments
and acceptances in order to cause the Capaciti Board of Directors to consist of
one member, William H. Gray, at the Closing. 


2.3 Capaciti
Officers. At or
prior to the Closing, to be effective on the Closing, the parties will execute
all documents, resolutions, resignations, appointments and acceptances in order
to cause the executive officers of Capaciti to be as follows at the Closing:
William H. Gray will be the Chief Executive Officer, President, Chief Financial
Officer and Corporate Secretary. 


3. Closing and Further Acts.



3.1 Time
and Place of Closing.
Upon satisfaction or waiver of the conditions set forth in Section 6 of this Agreement,
the closing of the transactions contemplated by this Agreement (the "Closing")
will take place at 19206 Huebner Rd., Suite 202, San Antonio, Texas 78258 at
11:00 a.m. (local time) on the date that the parties may mutually agree in
writing, but in no event later than November 17, 2016 (the "Closing Date"),
unless extended by mutual written agreement of the parties. 


3.2 Actions
at Closing. At the
Closing, the following actions will take place: 


(a) Buyer will
pay to Seller the Purchase Price as provided in Section 1.2 of this Agreement
by delivery of a stock certificate evidencing the Stock Payment. 


(b) Seller
will tender to the Company certificates and any other documents (including all
historical records up to the Closing Date) evidencing the Capaciti Stock. 


(c) Seller
will deliver to Buyer copies of necessary resolutions of the Board of Directors
of Seller authorizing the execution, delivery, and performance of this
Agreement and the other agreements contemplated by this Agreement, which
resolutions have been certified by an officer of Seller as being valid and in
full force and effect. 


(d) Buyer will
deliver to Seller copies of corporate resolutions of the Board of Directors of
Buyer authorizing the execution, delivery and performance of this Agreement and
the other agreements contemplated by this Agreement, which resolutions have
been certified by an officer of Buyer as being valid and in full force and
effect. 


(e) Capaciti
will deliver to the Buyer true and complete copies of Capaciti's Certificate of
Incorporation and a Certificate of Good Standing from the appropriate official
of Capaciti's jurisdiction of incorporation, which Certificates of
Incorporation and Certificate of Good Standing are dated not more than 30 days
prior to the Closing Date. 


(g) Delivery
of appropriate resignations, appointments acceptances and resolutions relating
to the Capaciti Board of Directors as contemplated in Section 2.2 of this
Agreement. 



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(h) Delivery
of any additional documents or instruments as a party may reasonably request or
as may be necessary to evidence and effect the sale, assignment, transfer and
delivery of the Capaciti Stock by Seller to the Buyer. 


3.3 Actions
Post Closing. After
the Closing the Buyer will have the following authority: 


(a) All
management oversight of Capaciti. 




(b) All Capaciti
funding requirements, including but not limited to supplying short-term capital
needs should cash flow shortages arise. 




(c) All legal
issues. 




(d) Receive all
records and documents for review by the Buyer. 




4. Representations and
Warranties of Capaciti and Seller. 


Capaciti and
Seller represent and warrant to Buyer as follows: 


4.1 Power
and Authority; Binding Nature of Agreement. Capaciti and Seller have full power and authority to
enter into this Agreement and to perform their obligations hereunder. The
execution, delivery, and performance of this Agreement by each of Seller and
Capaciti have been duly authorized by all necessary action on its part.
Assuming that this Agreement is a valid and binding obligation of each of the
other parties hereto, this Agreement is a valid and binding obligation of
Capaciti, and Seller. 


4.2
Subsidiaries. There
is no corporation, general partnership limited partnership, joint venture,
association, trust or other entity or organization that Capaciti directly or
indirectly control or in which Capaciti directly or indirectly owns any equity
or other interest. 


4.3 Good
Standing. Capaciti
(i) is duly organized, validly existing and in good standing under the laws of
the jurisdiction in which it is incorporated, (ii) has all necessary power and
authority to own its assets and to conduct its business as it is currently
being conducted, and (iii) is duly qualified or licensed to do business and is
in good standing in every jurisdiction (both domestic and foreign) where such
qualification or licensing is required. 


4.4 Charter
Documents and Corporate Records. Capaciti has delivered to Buyer complete and correct copies
or provided Buyer with the right to inspect true and complete copies of all (i)
the articles of incorporation, bylaws and other charter or organizational
documents of Capaciti, including all amendments thereto, (ii) the stock records
of Capaciti, and (iii) the minutes and other records of the meetings and other
proceedings of the shareholders and directors of Capaciti. Capaciti is not in
violation or breach of (i) any of the provisions of its articles of
incorporation, bylaws or other charter or organizational documents, or (ii) any
resolution adopted by its shareholders or directors. There have been no
meetings or other proceedings of the shareholders or directors of Capaciti that
are not fully reflected in the appropriate minute books or other written
records of Capaciti. 


4.5
Financial Statements.
Capaciti has delivered to Buyer the following financial statements relating to
Capaciti prior to the Closing (the "Capaciti Financial Statements"): (i) the
unaudited balance sheet of Capaciti as of December 31, 2015 and 2014 and the
unaudited balance sheet as of September 30, 2016, and (ii) the unaudited
statements of income for the years ended December 31, 


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2014 and 2015
and the unaudited statements of income for the nine months ended September 30,
2016 and the unaudited statements of retained earnings and shareholders' equity
as of September 30, 2016. Except as stated therein or in the notes thereto, the
Capaciti Financial Statements: (a) present fairly the financial position of
Capaciti as of the respective dates thereof and the results of operations and
changes in financial position of Capaciti for the respective periods covered
thereby; and (b) have been prepared in accordance with Capaciti's normal
business practices applied on a consistent basis throughout the periods
covered. 


4.6
Capitalization. The
authorized capital stock of Capaciti consists of 10,000,000 shares of common
stock, par value $0.001 per share, of which 1,000,000 shares are issued and
outstanding, and 1,000,000 shares of preferred stock, par value $0.001 per
share, none of which are issued or outstanding. All of the outstanding shares
of the capital stock of Capaciti are validly issued, fully paid and
nonassessable, and have been issued in full compliance with all applicable
federal, state, local and foreign securities laws and other laws. 


4.7 Absence
of Changes. Except
as otherwise disclosed to Buyer in writing prior to the Closing, since
September 30, 2016: 


(a) There has
not been any material adverse change in the business, condition, assets,
operations or prospects of Capaciti and no event has occurred or, to Capaciti's
knowledge, is expected to occur after the Closing that might have a material
adverse effect on the business, condition, assets, operations or prospects of
Capaciti. 


(b) Capaciti
has not (i) declared, set aside or paid any dividend or made any other
contribution in respect of any shares of capital stock, nor (ii) repurchased,
redeemed or otherwise reacquired any shares of capital stock or other securities.



(c) Capaciti
has not sold or otherwise issued any shares of capital stock or any other
securities. 


(d) Capaciti
has not amended its articles of incorporation, bylaws or other charter or
organizational documents, nor has it effected or been a party to any merger,
recapitalization, reclassification of shares, stock split, reverse stock split,
reorganization or similar transaction. 


(e) Capaciti
has not formed any subsidiary or contributed any funds or other assets to any
subsidiary. 


(f) Capaciti
has not purchased or otherwise acquired any assets, nor has it leased any
assets from any other person, except in the ordinary course of business
consistent with past practice. 


(g) Capaciti
has not made any capital expenditure outside the ordinary course of business or
inconsistent with past practice, or in an amount exceeding five thousand
dollars ($5,000) singly or in excess of ten thousand dollars ($10,000) in the
aggregate, without Buyer's consent. 


(h) Capaciti
has not sold or otherwise transferred any assets to any other person, except in
the ordinary course of business consistent with past practice and at a price
equal to the fair market value of the assets transferred. 


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(i) There has
not been any loss, damage or destruction to any of the properties or assets of
Capaciti (whether or not covered by insurance). 


(j) Capaciti
has not written off as uncollectible any indebtedness or accounts receivable,
except for write offs that were made in the ordinary course of business
consistent with past practice and that involved less than $5,000 singly and
less than $10,000 in the aggregate. 


(k) Capaciti
has not leased any assets to any other person except in the ordinary course of
business consistent with past practice and at a rental rate equal to the fair
rental value of the leased assets. 


(l) Capaciti
has not mortgaged, pledged, hypothecated or otherwise encumbered any assets,
except in the ordinary course of business consistent with past practice. 


(m) Capaciti
has not entered into any contract, or incurred any debt, liability or other
obligation (whether absolute, accrued, contingent or otherwise), except for (i)
contracts that were entered into in the ordinary course of business consistent
with past practice and that have terms of less than six months and do not
contemplate payments by or to Capaciti which will exceed, over the term of the
contract, ten thousand dollars ($10,000) in the aggregate, and (ii) current
liabilities incurred in the ordinary course of business consistent with the
past practice. 


(n) Capaciti
has not made any loan or advance to any other person, except for advances that
have been made to customers in the ordinary course of business consistent with
past practice and that have been properly reflected as "accounts receivables." 


(o) Other than
annual raises or bonuses paid or provided consistent with past business
practices, Capaciti has not paid any bonus to, or increased the amount of the
salary, fringe benefits or other compensation or remuneration payable to, any
of the directors, officers or employees of Capaciti. 


(p) No
contract or other instrument to which Capaciti is or was a party or by which
Capaciti or any of its assets are or were bound has been amended or terminated,
except in the ordinary course of business consistent with past practice. 


(q) Capaciti
has not discharged any lien or discharged or paid any indebtedness, liability
or other obligation, except for current liabilities that (i) are reflected in
the Capaciti Financial Statements as of September 30, 2016 or have been
incurred since September 30, 2016 in the ordinary course of business consistent
with past practice, and (ii) have been discharged or paid in the ordinary
course of business consistent with past practice. 


(r) Capaciti
has not forgiven any debt or otherwise released or waived any right or claim,
except in the ordinary course of business consistent with past practice. 


(s) Capaciti
has not changed its methods of accounting or its accounting practices in any
respect. 


(t) Capaciti
has not entered into any transaction outside the ordinary course of business or
inconsistent with past practice. 


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(u) Capaciti
has not agreed or committed (orally or in writing) to do any of the things
described in clauses (b) through (t) of this Section 4.7. 


4.8 Absence
of Undisclosed Liabilities.
Capaciti has no debt, liability or other obligation of any nature (whether due
or to become due and whether absolute, accrued, contingent or otherwise) that
is not reflected or reserved against in the Capaciti Financial Statements as of
September 30, 2016, except for obligations incurred since September 30, 2016 in
the ordinary and usual course of business consistent with past practice. 


4.9
Capaciti Assets. 


(a) The execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby will not result in a breach of the terms and conditions of,
or result in a loss of rights under, or result in the creation of any lien,
charge or encumbrance upon, any of the assets of the Capaciti Business. 


(b) Capaciti
has good and marketable title to all of its assets, free and clear of all
mortgages, liens, leases, pledges, charges, encumbrances, equities or claims,
except as expressly disclosed in writing by Capaciti to Buyer prior to the
Closing Date. 


(c) Capaciti's
assets are not subject to any material liability, absolute or contingent, which
has not been disclosed by Capaciti to Buyer in writing prior to the Closing
Date nor is Capaciti subject to any liability, absolute or contingent, which
has not been disclosed to and acknowledged by Buyer in writing prior to the
Closing Date. 


(d) Capaciti
has provided to Buyer in writing an accurate description of all of the assets
of Capaciti or used in the business of Capaciti. 


(e) Capaciti
has provided to Buyer in writing a list of all contracts, agreements, licenses,
leases, arrangements, commitments and other undertakings to which Capaciti is a
party or by which it or its property is bound. Except as specified by Capaciti
to Buyer in writing prior to the Closing Date, all of such contracts,
agreements, leases, licenses and commitments are valid, binding and in full
force and effect. 


4.10
Compliance with Laws; Licenses and Permits. Capaciti is not in violation of, nor has it failed
to conduct its business in full compliance with, any applicable federal, state,
local or foreign laws, regulations, rules, treaties, rulings, orders,
directives or decrees. Capaciti has delivered to Buyer a complete and accurate
list and provided Buyer with the right to inspect true and complete copies of
all of the licenses, permits, authorizations and franchises to which Capaciti
is subject and all said licenses, permits, authorizations and franchises are
valid and in full force and effect. Said licenses, permits, authorizations and
franchises constitute all of the licenses, permits, authorizations and
franchises necessary to permit Capaciti to conduct its business in the manner
in which it is now being conducted, and Capaciti is not in violation or breach
of any of the terms, requirements or conditions of any of said licenses,
permits, authorizations or franchises. 


4.11 Taxes. Except as disclosed herein,
Capaciti has accurately and completely filed with the appropriate United States
state, local and foreign governmental agencies all tax returns and reports
required to be filed (subject to permitted extensions applicable to such
filings), and has paid or accrued in full all taxes, duties, charges,
withholding obligations and other governmental liabilities as well as any
interest, penalties, assessments or deficiencies, if any, due to, or claimed to
be due by, any governmental 


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authority
(including taxes on properties, income, franchises, licenses, sales and
payroll). (All such items are collectively referred to herein as "Taxes"). The
Capaciti Financial Statements fully accrue or reserve all current and deferred
taxes. Capaciti is not a party to any pending action or proceeding, nor is any
such action or proceeding threatened by any governmental authority for the
assessment or collection of Taxes. No liability for taxes has been incurred
other than in the ordinary course of business. There are no liens for Taxes
except for liens for property taxes not yet delinquent. Capaciti is not a party
to any Tax sharing, Tax allocation, Tax indemnity or statute of limitations
extension or waiver agreement and in the past year has not been included on any
consolidated combined or unitary return with any entity other than Capaciti.
Capaciti has duly withheld from each payment made to each person from whom such
withholding is required by law the amount of all Taxes or other sums (including
but not limited to United States federal income taxes, any applicable state or
municipal income tax, disability tax, unemployment insurance contribution and Federal
Insurance Contribution Act taxes) required to be withheld therefore and has
paid the same to the proper tax authorities prior to the due date thereof. To
the extent any Taxes withheld by Capaciti have not been paid as of the Closing
Date because such Taxes were not yet due, such Taxes will be paid to the proper
tax authorities in a timely manner. All Tax returns filed by Capaciti are
accurate and comply with and were prepared in accordance with applicable
statutes and regulations. 


4.12
Environmental Compliance Matters. To the best of the knowledge of Seller and Capaciti,
without conducting any study or independent investigation, Capaciti has at all
relevant times with respect to its business been in material compliance with
all environmental laws, and has not received any potentially responsible party
notices or similar notices from any governmental agencies or private parties
concerning releases or threatened releases of any "hazardous substance" as that
term is defined under 42 U.S.C. 960(1) (14). 


4.13
Compensation. Since
September 30, 2016, Capaciti has not paid or committed to pay to or for the
benefit of any of its officers or directors any compensation of any kind other
than wages, salaries and benefits at times and rates in effect on September 30,
2016. Capaciti does not have any bonus plan or obligations with respect to any
bonus plan. Capaciti has provided Buyer with a full and complete list of all
officers, directors, employees and consultants of Capaciti as of the date
hereof, specifying their names and job designations, their dates of hire, the
total amount paid or payable as wages, salaries or other forms of direct
compensation, and the basis of such compensation, whether fixed or commission
or a combination thereof. 


4.14 No
Default. 


(a) Each of
the contracts, agreements or other instruments of Capaciti and each of the
standard Customer Agreements or contracts of Capaciti is a legal, binding and
enforceable obligation by or against Capaciti, subject to the effect of
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
federal or state laws affecting the rights of creditors and the effect or
availability of rules of law governing specific performance, injunctive relief
or other equitable remedies (regardless of whether any such remedy is
considered in a proceeding at law or in equity). No party with whom Capaciti
has an agreement or contract is in default there under or has breached any
terms or provisions thereof which is material to the conduct of Capaciti's
business. 


(b) Capaciti
has performed, or is now performing, the obligations of, and Capaciti is not in
material default (or would by the late of time and/or the giving of notice be
in material default) in respect of, any contract, agreement or commitment
binding upon it or its assets or properties and material to the conduct of its
Business. No third party has raised any claim, dispute or controversy with
respect to any of the executed contracts of Capaciti, nor has Capaciti 

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received
notice of warning of alleged nonperformance, delay in delivery or other
noncompliance by Capaciti with respect to its obligations under any of those
contracts, nor are there any facts which exist indicating that any of those
contracts may be totally or partially terminated or suspended by the other
parties thereto. 


4.15
Product Warranties.
Except as otherwise disclosed in writing to Buyer prior to the Closing and for
warranties under applicable law, (a) there are no warranties, express or
implied, written or oral, with respect to the products of Capaciti, (b) there
are no pending or threatened claims with respect to any such warranty, and (c)
Capaciti has no, and after the Closing Date, will have no, liability with
respect to any such warranty, whether known or unknown, absolute, accrued,
contingent, or otherwise and whether due or to become due, other than customary
returns in the ordinary course of business that are fully reserved against in
the Capaciti Financial Statements. 


4.16
Proprietary Rights. 


(a) Capaciti has
provided Buyer in writing a complete and accurate list and provided Buyer with
the right to inspect true and complete copies of all software, patents and
applications for patents, trademarks, trade names, service marks, and
copyrights, and applications therefore, owned or used by Capaciti or in which
it has any rights or licenses, except for software used by Capaciti and
generally available on the commercial market. Capaciti has provided Buyer with
a complete and accurate description of all agreements or provided Buyer with
the right to inspect true and complete copies of all agreements of Capaciti
with each officer, employee or consultant of Capaciti providing Capaciti with
title and ownership to patents, patent applications, trade secrets and inventions
developed or used by Capaciti in its business. To Capaciti's knowledge, all of
such agreements are valid, enforceable and legally binding, subject to the
effect or availability of rules of law governing specific performance,
injunctive relief or other equitable remedies (regardless of whether any such
remedy is considered in a proceeding at law or in equity). 




(b) Capaciti owns
or possesses licenses or other rights to use all computer software, software
programs, patents, patent applications, trademarks, trademark applications,
trade secrets, service marks, trade names, copyrights, inventions, drawings,
designs, customer lists, propriety know-how or information, or other rights
with respect thereto (collectively referred to as "Proprietary Rights"), used in
the business of Capaciti, and the same are sufficient to conduct Capaciti's
business as it has been and is now being conducted. 




 (c) To Capaciti's
knowledge, the operations of Capaciti do not conflict with or infringe, and no
one has asserted to Capaciti that such operations conflict with or infringe on
any Proprietary Rights owned, possessed or used by any third party. There are
no claims, disputes, actions, proceedings, suits or appeal pending against
Capaciti with respect to any Proprietary Rights, and to the knowledge of the
management of Capaciti none has been threatened against Capaciti. To the best
knowledge of the management of Capaciti there are no facts or alleged fact
which would reasonably serve as a basis for any claim that Capaciti does not have
the right to use, free of any rights or claims of others, all Proprietary
Rights in the development, manufacture, use, sale or other disposition of any
or all products or services presently being used, furnished or sold in the
conduct of the business of Capaciti as it has been and is now being conducted. 




(e) No
employee of Capaciti is in violation of any term of any employment contract,
proprietary information and inventions agreement, non-competition agreement, or
any other 


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contract or
agreement relating to the relationship of any such employee with Capaciti or
any previous employer. 


4.17
Insurance. Capaciti
has provided Buyer with a complete and accurate list of all policies of
insurance and provided Buyer with the right to inspect true and complete copies
of all policies of insurance to which Capaciti is a party or is a beneficiary
or named insured as of the Closing Date. Capaciti has in full force and effect,
with all premiums due thereon paid the policies of insurance set forth therein.
All the insurable properties of Capaciti are insured in amounts and coverage
and against risks and losses which are adequate and usually insured against by
persons holding or operating similar properties in similar businesses. There
were no claims in excess of $10,000 asserted or currently outstanding under any
of the insurance policies of Capaciti in respect of all motor vehicle, general
liability, errors and omissions, workers compensation, and medical claims
during the calendar year ending on December 31, 2015 or the ten months ending
October 31, 2016. 


4.18 Labor
Relations. None of
the employees of Capaciti are represented by any union or are parties to any
collective bargaining arrangement, and no attempts are being made to organize
or unionize any of Capaciti's employees. Except as disclosed in writing to
Buyer prior to the Closing, there is not presently pending or existing, and
there is not presently threatened, any (a) strike, slowdown, picketing, work
stoppage or employee grievance process, or (b) action, arbitration, audit,
hearing, investigation, litigation, or suit (whether civil, criminal,
administrative, investigative, or informal) against or affecting Capaciti
relating to the alleged violation of any legal requirement pertaining to labor
relations or employment matters. Capaciti is in compliance with all applicable
laws respecting employment and employment practices, terms and conditions of
employment, wages and hours, occupational safety and health and is not engaged
in any unfair labor practices. Capaciti is in compliance with the Immigration
Reform and Control Act of 1986. 


4.19
Corporation Status. Capaciti
is identified as a "C" corporation prior to Closing. 


4.20
Condition of Premises. All
real property leased by Capaciti is in good condition and repair, ordinary wear
and tear excepted. 


4.21 No
Distributor Agreements. Except
as disclosed in writing to Buyer prior to the Closing, Capaciti is not a party
to, nor is the property of Capaciti bound by, any distributors' or
manufacturer's representative or agency agreement. 


4.22
Conflict of Interest Transactions. No past or present shareholder, director, officer or employee
of Capaciti or any of their affiliates (i) is indebted to, or has any
financial, business or contractual relationship or arrangement with Capaciti,
or (ii) has any direct or indirect interest in any property, asset or right
which is owned or used by Capaciti or pertains to the business of Capaciti with
the exception of outstanding shareholder loans which will be satisfied upon
closing. 


4.23
Litigation. There is
no action, suit, proceeding, dispute, litigation, claim, complaint or
investigation by or before any court, tribunal, governmental body, governmental
agency or arbitrator pending or threatened against or with respect to Capaciti
which (i) if adversely determined would have an adverse effect on the business,
condition, assets, operations or prospects of Capaciti, or (ii) challenges or
would challenge any of the actions required to be taken by Capaciti under this
Agreement. There exists no basis for any such action, suit, proceeding,
dispute, litigation, claim, complaint or investigation. 


4.24
Non-Contravention. Neither
(a) the execution and delivery of this Agreement, nor (b) the performance of
this Agreement will: (i) contravene or result in a violation of any of the
provisions of 

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the
organizational documents of Capaciti; (ii) contravene or result in a violation
of any resolution adopted by the shareholders or directors of Capaciti; (iii)
result in a violation or breach of, or give any person the right to declare
(whether with or without notice or lapse of time) a default under or to
terminate, any agreement or other instrument to which Capaciti is a party or by
which Capaciti or any of its assets are bound; (iv) give any person the right
to accelerate the maturity of any indebtedness or other obligation of Capaciti;
(v) result in the loss of any license or other contractual right of Capaciti;
(vi) result in the loss of, or in a violation of any of the terms, provisions
or conditions of, any governmental license, permit, authorization or franchise
of Capaciti; (vii) result in the creation or imposition of any lien, charge,
encumbrance or restriction on any of the assets of Capaciti; (viii) result in
the reassessment or revaluation of any property of Capaciti; by any taxing
authority or other governmental authority; (ix) result in the imposition of, or
subject Capaciti; to any liability for, any conveyance or transfer tax or any
similar tax; or (x) result in a violation of any law, rule, regulation, treaty,
ruling, directive, order, arbitration award, judgment or decree to which
Capaciti or any of its assets or any limited liability interests are subject. 


4.25
Approvals. Capaciti
has provided Buyer with a complete and accurate list of all jurisdictions in
which Capaciti is authorized to do business. No authorization, consent or
approval of, or registration or filing with, any governmental authority is
required to be obtained or made by Capaciti in connection with the execution,
delivery or performance of this Agreement, including the conveyance to Buyer of
the Business. 


4.26
Brokers. Capaciti
has not agreed to pay any brokerage fees, finder's fees or other fees or
commissions with respect to the transactions contemplated by this Agreement,
and, to Capaciti's knowledge, no person is entitled, or intends to claim that
it is entitled, to receive any such fees or commissions in connection with such
transaction. 


4.27
Special Government Liabilities. Capaciti has no existing or pending liabilities, obligations
or deferred payments due to any federal, state or local government agency or
entity in connection with its business or with any program sponsored or funded
in whole or in part by any federal, state or local government agency or entity,
nor is Capaciti or Seller aware of any threatened action or claim or any
condition that could support an action or claim against Capaciti or the
Capaciti Business for any of said liabilities, obligations or deferred
payments. 


4.28 Full
Disclosure. Neither
this Agreement (including the exhibits hereto) nor any statement, certificate
or other document delivered to Buyer by or on behalf of Capaciti contains any
untrue statement of a material fact or omits to state a material fact necessary
to make the representations and other statements contained herein and therein
not misleading. 


4.29
Representations True on Closing Date. The representations and warranties of Capaciti set forth in
this Agreement are true and correct on the date hereof, and will be true and
correct on the Closing Date as though such representations and warranties were
made as of the Closing Date. Buyer's knowledge will not act as a waiver of any
breach of the representations and warranties contained herein by Capaciti or
Seller. 


4.30 Tax
Advice. Capaciti and
Seller hereby represent and warrant that they have sought their own independent
tax advice regarding the transactions contemplated by this Agreement and
neither Capaciti nor Seller have relied on any representation or statement made
by Buyer, the Company, or their representatives regarding the tax implications
of such transactions. 

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5. Representations and
Warranties of Buyer. 


Buyer
represents and warrants to Capaciti and Seller as follows: 


5.1 Power
and Authority; Binding Nature of Agreement. Buyer has full power and authority to enter into
this Agreement and to perform its obligations hereunder. The execution,
delivery and performance of this Agreement by Buyer have been duly authorized
by all necessary action on its part. Assuming that this Agreement is a valid
and binding obligation of the other party hereto, this Agreement is a valid and
binding obligation of Buyer. 


5.2
Approvals. To
Buyer's knowledge, no authorization, consent or approval of, or registration or
filing with, any governmental authority or any other person is required to be
obtained or made by Buyer in connection with the execution, delivery or
performance of this Agreement. 


5.3
Representations True on Closing Date. To the Buyer's knowledge, the representations and
warranties of Buyer set forth in this Agreement are true and correct on the
date hereof, and will be true and correct on the Closing Date as though such
representations and warranties were made as of the Closing Date. 


5.4
Non-Distributive Intent.
The shares of Capaciti Stock being purchased by the Company pursuant to this
Agreement are not being acquired by the Buyer with a view to the public
distribution of them. 


5.5 Non
Contravention. To
the Company's knowledge neither the execution nor delivery of this Agreement,
nor the performance of this Agreement will contravene or result in a material
violation of any of the provisions of any other agreement or obligation of the
Buyer. 


6. Conditions to Closing. 


6.1
Conditions Precedent to Buyer's Obligation to Close. Buyer's obligation to close the
stock purchase as contemplated in this Agreement is conditioned upon the
occurrence or waiver by Buyer of the following: 


(a) Seller
shall have delivered to the Company all certificates evidencing the Capaciti
Stock and ownership of 100% of the capital stock of Capaciti. 


(b) All
representations and warranties of Capaciti and Seller made in this Agreement or
in any exhibit or schedule hereto delivered by Capaciti and Seller must be true
and correct as of the Closing Date with the same force and effect as if made on
and as of that date. 


(c) Capaciti
must have performed and complied with all agreements, covenants and conditions
required by this Agreement to be performed or complied with by Capaciti prior
to or at the Closing Date. 


6.2
Conditions Precedent to Seller's Obligation to Close. Seller's obligation to close the
stock purchase as contemplated in this Agreement is conditioned upon the
occurrence or waiver by Seller of the following: 

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(a) All representations
and warranties of Buyer made in this Agreement or in any exhibit hereto
delivered by Buyer must be true and correct on and as of the Closing Date with
the same force and effect as if made on and as of that date. 


(b) Buyer must
have performed and complied with all agreements and conditions required by this
Agreement to be performed or complied with by Buyer prior to or at the Closing
Date. 


7. Survival of
Representations and Warranties. 


All
representations and warranties made by each of the parties hereto will survive
the Closing for a period after the Closing Date equal to the applicable statute
of limitations for such matters under applicable state law. 


8. Indemnification. 


8.1
Indemnification by Capaciti and Seller. Capaciti and Seller agree to indemnify, defend and hold
harmless Buyer and its affiliates against any and all claims, demands, losses,
costs, expenses, obligations, liabilities and damages, including interest,
penalties and attorney's fees and costs, incurred by Buyer or any of its
affiliates arising, resulting from, or relating to any and all liabilities of
Capaciti incurred prior to the Closing or relating to the Capaciti Stock, any
misrepresentation of a material fact or omission to disclose a material fact
made by Capaciti or Seller in this Agreement, in any exhibits to this Agreement
or in any other document furnished or to be furnished by Capaciti or Seller
under this Agreement, or any breach of, or failure by Capaciti or Seller to
perform, any of their representations, warranties, covenants or agreements in
this Agreement or in any exhibit or other document furnished or to be furnished
by Capaciti or Seller under this Agreement. 


8.2
Indemnification by Buyer.
Buyer agrees to indemnify, defend and hold harmless Capaciti and Seller against
any and all claims, demands, losses, costs, expenses, obligations, liabilities
and damages, including interest, penalties and attorneys' fees and costs
incurred by Capaciti or Seller arising, resulting from or relating to any
breach of, or failure by Buyer to perform, any of its representations,
warranties, covenants or agreements in this Agreement or in any exhibit or
other document furnished or to be furnished by Buyer under this Agreement. 


8.3
Procedure for Indemnification Claims. 


(a) Whenever
any parties become aware that a claim (an "Underlying Claim") has arisen
entitling them to seek indemnification under Section 8 of this Agreement, such
parties (the "Indemnified Parties") shall promptly send a notice ("Notice") to
the parties liable for such indemnification (the "Indemnifying Parties") of the
right to indemnification (the "Indemnity Claim"); provided, however, that the
failure to so notify the Indemnifying Parties will relieve the Indemnifying
Parties from liability under this Agreement with respect to such Indemnity
Claim only if, and only to the extent that, such failure to notify the
Indemnifying Parties results in the forfeiture by the Indemnifying Parties of
rights and defenses otherwise available to the Indemnifying Parties with
respect to the Underlying Claim. Any Notice pursuant to this Section 8.3(a)
shall set forth in reasonable detail, to the extent then available, the basis
for such Indemnity Claim and an estimate of the amount of damages arising
therefore. 


(b) If an
Indemnity Claim does not result from or arise in connection with any Underlying
Claim or legal proceedings by a third party, the Indemnifying Parties will have
thirty 


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(30) calendar
days following receipt of the Notice to issue a written response to the
Indemnified Parties, indicating the Indemnifying Parties' intention to either
(i) contest the Indemnity Claim or (ii) accept the Indemnity Claim as valid.
The Indemnifying Parties' failure to provide such a written response within
such thirty (30) day period shall be deemed to be an acceptance of the
Indemnity Claim as valid. In the event that an Indemnity Claim is accepted as
valid, the Indemnifying Parties shall, within fifteen (15) Business Days
thereafter, pay the damages incurred by the Indemnified Parties in respect of
the Underlying Claim in cash by wire transfer of immediately available funds to
the account or accounts specified by the Indemnified Parties. To the extent
appropriate, payments for indemnifiable damages made pursuant to this Agreement
will be treated as adjustments to the Purchase Price. 


(c) In the
event an Indemnity Claim results from or arises in connection with any
Underlying Claim or legal proceedings by a third party, the Indemnifying
Parties shall have fifteen (15) calendar days following receipt of the Notice
to send a Notice to the Indemnified Parties of their election to, at their sole
cost and expense, assume the defense of any such Underlying Claim or legal
proceeding; provided that such Notice of election shall contain a confirmation
by the Indemnifying Parties of their obligation to hold harmless the
Indemnified Parties with respect to damages arising from such Underlying Claim.
The failure by the Indemnifying Parties to elect to assume the defense of any
such Underlying Claim within such fifteen (15) day period shall entitle the
Indemnified Parties to undertake control of the defense of the Underlying Claim
on behalf of and for the account and risk of the Indemnifying Parties in such
manner as the Indemnified Parties may deem appropriate, including, but not
limited to, settling the Underlying Claim. The parties controlling the defense
of the Underlying Claim shall not, however, settle or compromise such
Underlying Claim without the prior written consent of the other parties, which
consent shall not be unreasonably withheld or delayed. The non-controlling
parties shall be entitled to participate in (but not control) the defense of
any such action, with their own counsel and at their own expense. 


(d) The
Indemnifying Parties and the Indemnified Parties will cooperate reasonably,
fully and in good faith with each other, at the sole expense of the
Indemnifying Parties, in connection with the defense, compromise or settlement
of any Underlying Claim including, without limitation, by making available to
the other parties all pertinent information and witnesses within their
reasonable control. 


9. Equitable Relief. 


9.1 Damages
Inadequate. Each
party acknowledges that it would be impossible to measure in money the damages
to the other party if there is a failure to comply with any covenants and
provisions of this Agreement, and agrees that in the event of any breach of any
covenant or provision, the other party to this Agreement will not have an adequate
remedy at law. 


9.2
Equitable Relief. It
is therefore agreed that the other party to this Agreement who is entitled to
the benefit of the covenants and provisions of this Agreement which have been
breached, in addition to any other rights or remedies which they may have, will
be entitled to immediate injunctive or other equitable relief to enforce such
covenants and provisions, and that in the event that any such action or
proceeding is brought in equity to enforce them, the defaulting or breaching
party will not urge a defense that there is an adequate remedy at law. 


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10. Further Assurances. 


Following the
Closing, Seller shall furnish to Buyer such instruments and other documents as
Buyer may reasonably request for the purpose of carrying out or evidencing the
transactions contemplated hereby. 


11. Fees and Expenses. 


Each party
hereto shall pay all fees, costs and expenses that it incurs in connection with
the negotiation and preparation of this Agreement and in carrying out the
transactions contemplated hereby (including, without limitation, all fees and
expenses of its counsel and accountant). 


12. Waivers. 


If any party
at any time waives any rights hereunder resulting from any breach by the other
party of any of the provisions of this Agreement, such waiver is not to be
construed as a continuing waiver of other breaches of the same or other
provisions of this Agreement. Resort to any remedies referred to herein will
not be construed as a waiver of any other rights and remedies to which such
party is entitled under this Agreement or otherwise. 


13. Successors and Assigns. 


Each covenant
and representation of this Agreement will inure to the benefit of and be
binding upon each of the parties, their personal representatives, assigns and other
successors in interest. 


14. Entire and Sole
Agreement. 


This Agreement
constitutes the entire agreement between the parties and supersedes all other
agreements, representations, warranties, statements, promises and undertakings,
whether oral or written, with respect to the subject matter of this Agreement.
This Agreement may be modified or amended only by a written agreement signed by
the parties against whom the amendment is sought to be enforced. The parties acknowledge
that as of the date of the execution of this Agreement, that any and all other
agreements either written or verbal will be terminated and be of no further
force or effect. 


15. Governing Law. 


This Agreement
will be governed by the laws of Texas without giving effect to applicable
conflict of law provisions. With respect to any litigation arising out of or
relating to this Agreement, each party agrees that it will be filed in and
heard by the state or federal courts with jurisdiction to hear such suits
located in Bexar County, Texas. 


16. Counterparts. 


This Agreement
may be executed simultaneously in any number of counterparts, each of which
counterparts will be deemed to be an original, and such counterparts will
constitute but one and the same instrument. 


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17. Assignment. 


Except in the
case of an affiliate of the Buyer, this Agreement may not be assignable by any
party without prior written consent of the other parties. 


18. Remedies. 


Except as
otherwise expressly provided herein, none of the remedies set forth in this
Agreement are intended to be exclusive, and each party will have all other
remedies now or hereafter existing at law, in equity, by statute or otherwise.
The election of any one or more remedies will not constitute a waiver of the
right to pursue other available remedies. 


19. Section Headings. 


The section
headings in this Agreement are included for convenience only, are not a part of
this Agreement and will not be used in construing it. 


20. Severability. 


In the event
that any provision or any part of this Agreement is held to be illegal, invalid
or unenforceable, such illegality, invalidity or unenforceability will not
affect the validity or enforceability of any other provision or part of this
Agreement. 


21. Notices. 


Each notice or
other communication hereunder must be in writing and will be deemed to have
been duly given on the earlier of (i) the date on which such notice or other
communication is actually received by the intended recipient thereof, or (ii)
the date five (5) days after the date such notice or other communication is
mailed by registered or certified mail (postage prepaid) to the intended
recipient at the following address (or at such other address as the intended
recipient will have specified in a written notice given to the other parties
hereto): 



If to
Capaciti and Seller 


 


Capaciti
Networks, Inc. 


19206 Huebner
Rd., Suite 202 


San Antonio,
Texas 78258 


Attn: William
H. Gray, Chief Executive Officer 


 


Telephone:
(210) 233-8980 


Facsimile: (210)
404-9022 


 



If to
Buyer: 


 


Wytec
International, Inc. 


19206 Huebner
Rd., Suite 202 


San Antonio,
Texas 78258 


Attention:
William H. Gray, Chief Executive Officer 

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Telephone:
(210) 233-8980 


Facsimile:
(210) 404-9022 


22. Publicity. 


Except as may
be required in order for a party to comply with applicable laws, rules, or
regulations or to enable a party to comply with this Agreement, or necessary
for the Buyer to prepare and disseminate any private or public placements of
its securities or to communicate with its shareholders, no press release,
notice to any third party or other publicity concerning the transactions
contemplated by this Agreement will be issued, given or otherwise disseminated
without the prior approval of each of the parties hereto; provided, however,
that such approval will not be unreasonably withheld. 


IN WITNESS
WHEREOF, this
Agreement has been entered into as of the date first above written. 


	Capaciti:	 	CAPACITI NETWORKS, INC., a Texas corporation
	 	 	 
	 	 	
    
      By: /s/ William H. Gray

    
	 	 	William H. Gray, Chief Executive Officer
	 	 	 
	Seller:	 	COMPETITIVE COMPANIES, INC., a Nevada corporation
	 	 	 
	 	 	
    
      By: /s/ William H. Gray

    
	 	 	William H. Gray, Chief Executive Officer
	 	 	 
	Company/Buyer:	 	WYTEC INTERNATIONAL, INC., a Nevada corporation
	 	 	 
	 	 	
    
      By: /s/ William H. Gray

    
	 	 	William H. Gray, Chief Executive Officer


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