EXHIBIT 10.1




SEPARATION
AND DISTRIBUTION AGREEMENT




THIS
SEPARATION AND DISTRIBUTION AGREEMENT (the "Agreement"), is entered into as of this ____ day of ____
2017,
by and between Competitive Companies, Inc., a Nevada corporation (the
"Company"), and Wytec International, Inc., a Nevada corporation ("Wytec"), with
respect to the following facts: 


WHEREAS
the board of directors of the Company has determined that it is in the best
interests of the Company and its stockholders to distribute its entire interest
in its substantially owned subsidiary, Wytec, by way of a dividend of stock and
common stock purchase warrants to be made to holders of the Company's common
stock; 


WHEREAS in
furtherance of the foregoing, it is appropriate and desirable to effect the
Spin-Off, as more fully described in this Agreement; 


WHEREAS
the Company and Wytec have prepared, and Wytec has filed with the Commission,
the Form S-1 Registration Statement ("Form S-1"), which includes the
Prospectus; 


WHEREAS
the Company and Wytec intend that the Distribution qualify for its Intended Tax
Treatment; and 


WHEREAS it
is appropriate and desirable to set forth the principal corporate transactions
required to effect the Spin-Off and certain other agreements that will govern
certain matters relating to the Spin-Off and the relationship of the Company,
Wytec and their respective Subsidiaries following the Distribution.


NOW,
THEREFORE, in consideration of the premises and of the mutual representations,
warranties and agreements set forth herein, the parties hereto agree as
follows:


ARTICLE I

DEFINITIONS


"Action"
means any claim, demand, action, suit, countersuit, arbitration, inquiry,
proceeding or investigation by or before any Governmental Authority or any
Federal, state, local, foreign or international arbitration or mediation
tribunal. 


"Affiliate"
of any Person means a Person that controls, is controlled by or is under common
control with such Person.  As used herein, "control" of any entity means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such entity, whether through
ownership of voting securities or other interests, by contract or otherwise; provided,
however, that (i) Wytec and the other members of the Wytec Group shall
not be considered Affiliates of the Company or any of the other members of the
Company Group and (ii) the Company and the other members of the Company Group
shall not be considered Affiliates of Wytec or any of the other members of the
Wytec Group.


"Agent"
means Island Stock Transfer, Inc., the distribution agent appointed by the
Company to distribute to the Record Holders, pursuant to the Distribution, the
shares of Wytec Common Stock and Warrants held by the Company. 


"Agreement"
means this Separation and Distribution Agreement, including the Schedules and
Exhibits hereto. 

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"Ancillary
Agreements" means the License Agreement, Revolving Line of Credit Note, and
any other instruments, assignments, documents and agreements executed in
connection with the implementation of the transactions contemplated by this
Agreement. 


"Assets"
means all assets, properties and rights (including goodwill), wherever located
(including in the possession of vendors or other third parties or elsewhere),
whether real, personal or mixed, tangible or intangible, or accrued or
contingent, in each case whether or not recorded or reflected or required to be
recorded or reflected on the books and records or financial statements of any
Person, including the following: 


(a)        all
accounting and other books, records and files, whether in paper, microfilm,
microfiche, computer tape or disc, magnetic tape, electronic recording or any
other form; 


(b)        all
apparatus, computers and other electronic data processing equipment, fixtures,
machinery, furniture, office and other equipment, including hardware systems,
circuits and other computer and telecommunication assets and equipment,
automobiles, trucks, aircraft, motor vehicles and other transportation
equipment, special and general tools, test devices, prototypes and models and
other tangible personal property; 


(c)        all
inventories of goods and products; 


(d)        all
interests in real property of whatever nature, including easements, whether as
owner, mortgagee or holder of a Security Interest in real property, lessor,
sublessor, lessee, sublessee or otherwise; 


(e)        all
interests in any capital stock or other equity interests of any Subsidiary or
any other Person; all bonds, notes, debentures or other securities issued by
any Subsidiary or any other Person; all loans, advances or other extensions of
credit or capital contributions to any Subsidiary or any other Person; all
other investments in securities of any Person; and all rights as a partner,
joint venturer or participant; 


(f)        all
license agreements, leases of personal property, open purchase orders for
goods, products or services, unfilled orders for goods and products and other
contracts, agreements or commitments and all rights arising thereunder; 


(g)        all
deposits, letters of credit, performance bonds and other surety bonds; 


(h)        all
written technical information, data, specifications, research and development
information, operating and maintenance manuals and materials and analyses
prepared by consultants and other third parties; 


(i)         all
United States, state, multinational and foreign intellectual property,
including patents, copyrights, trade names, trademarks, service marks, slogans,
logos, trade dresses and other source indicators and the goodwill of the
business symbolized thereby; all registrations, applications, recordings,
disclosures, renewals, continuations, continuations-in-part, divisions,
reissues, reexaminations, foreign counterparts and other legal protections and
rights related to any of the foregoing; mask works, trade secrets, inventions
and other proprietary information, including know-how, processes, formulae,
techniques, technical data, designs, drawings, specifications, customer and
supplier lists, pricing and cost information and business and marketing plans
and proposals, discoveries, inventions, licenses from third parties granting
the right to use any of the foregoing and all tangible embodiments of the
foregoing in whatever form or medium; 


(j)         all
computer applications, programs, software and other code (in object and source
code form), including operating software, network software, firmware,
middleware, design software, design tools, systems documentation, instructions,
ASP, HTML, DHTML, SHTML and XML files, cgi and other scripts, APIs, web
widgets, algorithms, models, methodologies, files, documentation related to any
of the foregoing and all tangible embodiments of the foregoing in whatever form
or medium now known or yet to be created; 

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(k)        all
Internet URLs, domain names, social media handles and Internet user names; 


(l)         all
websites, databases, content, text, graphics, images, audio, video, data and
other copyrightable works or other works of authorship including all
translations, adaptations, derivations and combinations thereof; 


(m)       all
cost information, sales and pricing data, customer prospect lists, supplier
records, customer and supplier lists, subscriber, customer and vendor data,
correspondence and lists, product literature and other advertising and
promotional materials, artwork, design and development files, vendor and customer
drawings, formulations and specifications, server and traffic logs, quality
records and reports and other books, records, studies, surveys, reports, plans,
business records and documents; 


(n)        all
prepaid expenses, trade accounts and other accounts and notes receivable
(whether current or non-current); 


(o)        all
claims or rights against any Person arising from the ownership of any other
Asset, all rights in connection with any bids or offers, all claims, causes in
action, lawsuits, judgments or similar rights, all rights under express or
implied warranties, all rights of recovery and all rights of setoff of any kind
and demands of any nature, in each case whether accrued or contingent, whether
in tort, contract or otherwise and whether arising by way of counterclaim or
otherwise; 


(p)        all
rights under insurance policies and all rights in the nature of insurance,
indemnification or contribution; 


(q)        all
licenses (including radio and similar licenses), permits, approvals and
authorizations that have been issued by any Governmental Authority and all
pending applications therefor; 


(r)        Cash,
bank accounts, lock boxes and other deposit arrangements; 


(s)        interest
rate, currency, commodity or other swap, collar, cap or other hedging or
similar agreements or arrangements; and 


(t)         all
goodwill as a going concern and other intangible properties. 


"Company
Assets" means (i) all Assets of the Company Group, including the Assets
listed or described on Schedule 1(e), (ii) all interests in the capital stock
of, or other equity interests in, the members of the Company Group (other than the
Company) and all other equity, partnership, membership, joint venture and
similar interests set forth on Schedule 1(d), (iii) any Assets held by a member
of the Wytec Group determined by Company, in good faith prior to the
Distribution Date, to be primarily related to or used primarily in connection
with the business or operations of the Company Business, and (iv) the rights
related to the Company Portion of any Shared Contract.  Notwithstanding the
foregoing, the Company Assets shall not include the Wytec Assets. 


 "Company
Business" means the business and operations conducted by the Company and
its Subsidiaries other than the Wytec Business. 


"Company
Common Stock" means the common stock, par value $0.001 per share, of the
Company. 


"Company
Disclosure Sections" means all information set forth in or omitted from the
Form S-1 to the extent relating to (a) the Company Group, (b) the Company
Liabilities, (c) the Company Assets or (d) the substantive disclosure set forth
in the Form S-1 relating to the Company's board of directors' consideration of
the Spin-Off, including the section entitled "Reasons for the Spin-Off". 

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"Company
Group" means the Company and each of its Subsidiaries, including the
entities set forth on Schedule 1(d) under the caption "Subsidiaries."


"Company
Liabilities" means (i) all Liabilities of the Company Group, (ii) the Company
Retained Liabilities, (iii) any obligations related to the Company Portion of
any Shared Contract and any other Liabilities relating to the acts or omissions
of the Company Group relating to any Shared Contract, or (iv) any Liabilities
determined by Company, in good faith, to be primarily related to the business
or operations of the Company Business (unless otherwise expressly provided in
this Agreement). Notwithstanding the foregoing, the Company Liabilities shall
not include the Wytec Liabilities. 


"Company
Portion" has the meaning set forth in Section 2.04. 


"Company
Retained Liabilities" means the Liabilities to be retained by the Company
Group set forth on Schedule 1(f). 


"Cash"
means cash, cash equivalents, bank deposits and marketable securities, whether
denominated in United States dollars or otherwise. 


"Commission"
means the Securities and Exchange Commission. 


"Consents"
means any consents, waivers or approvals from, or notification requirements to,
any Person other than a member of either Group. 


"Distribution"
means the distribution by Company to the Record Holders, on a pro rata basis,
of all of the outstanding shares of Wytec Common Stock and Warrants owned by Company
on the Distribution Date. 


"Distribution
Date" means the date, determined by Company in accordance with Section 5.04,
on which the Distribution occurs. 


"Exchange
Act" means the Securities Exchange Act of 1934, as amended, together with
the rules and regulations promulgated thereunder. 


"Form S-1"
means the registration statement on Form S-1 filed by Wytec with the Commission
to effect the registration of the distribution of the Wytec Common Stock and
Warrants pursuant to the Securities Act in connection with the Distribution, as
such registration statement may be amended or supplemented from time to time. 


"Governmental
Approvals" means any notices, reports or other filings to be given to or
made with, or any Consents, registrations or permits to be obtained from, any
Governmental Authority. 


"Governmental
Authority" means any Federal, state, local, foreign or international court,
government, department, commission, board, bureau, agency, official or other
legislative, judicial, regulatory, administrative or governmental authority. 


"Information"
means information, whether or not patentable, copyrightable or protectable as a
trade secret, in written, oral, electronic or other tangible or intangible
forms, stored in any medium now known or yet to be created, including studies,
reports, records, books, contracts, instruments, surveys, discoveries, ideas,
concepts, know-how, techniques, designs, specifications, drawings, blueprints,
diagrams, models, prototypes, samples, flow charts, data, computer data, disks,
diskettes, tapes, computer programs or other software, marketing plans, customer
names, communications by or to attorneys (including attorney-client 

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privileged communications), memos and other materials prepared by attorneys or
under their direction (including attorney work product) and other technical,
financial, employee or business information or data, documents, correspondence,
materials and files. 


"Intercompany
Accounts" has the meaning set forth in Section 2.03(a). 


"Intercompany
Agreements" has the meaning set forth in Section 2.03(a). 


 "Law"
means any statute, law, regulation, ordinance, rule, judgment, rule of common
law, order, decree, government approval, concession, grant, franchise, license,
agreement, directive, guideline, policy, requirement or other governmental
restriction or any similar form of decision of, or determination by, or any
interpretation or administration of any of the foregoing by, any Governmental
Authority, whether now or hereinafter in effect and, in each case, as amended. 


"Liabilities"
means any and all claims, debts, demands, actions, causes of action, suits,
damages, obligations, accruals, accounts payable, reckonings, bonds,
indemnities and similar obligations, agreements, promises, guarantees,
make-whole agreements and similar obligations, and other liabilities and
requirements, including all contractual obligations, whether absolute or
contingent, matured or unmatured, liquidated or unliquidated, accrued or
unaccrued, known or unknown, whenever arising, and including those arising
under any Law, Action, threatened or contemplated Action or any award of any
arbitrator or mediator of any kind, and those arising under any contract, commitment
or undertaking, including those arising under this Agreement, in each case,
whether or not recorded or reflected or required to be recorded or reflected on
the books and records or financial statements of any Person. 


"License
Agreement" means the License Agreement to be entered into as of the
Distribution Date by and between the Company and Wytec.


"Litigation
Conditions" has the meaning set forth in Section 6.05(b). 


"LOC"
means the revolving line of credit note to be entered into as of the
Distribution Date by and between the Company and Wytec.


"Party"
means either party hereto, and "Parties" means both parties hereto. 


"Pass-Through
Cost" with respect to any service provided by Company to Wytec or by Wytec
to the Company, means the sum of (i) the direct cost to Service Provider of
providing such service plus (ii) an allocation of the related employee
overhead (including compensation and benefit costs) calculated in good faith
based on reasonable and rational methodologies chosen by the Service Provider,
which methodologies shall be provided to the Recipient upon such request from
the Recipient. 


"Payables
Transactions" means the intercompany payables transactions to be settled as
set forth on Schedule 1(g). 


"Person"
means an individual, a general or limited partnership, a corporation, a trust,
a joint venture, an unincorporated organization, a limited liability company,
any other entity and any Governmental Authority. 


"Prospectus"
means the prospectus contained in the Form S-1. 


"Record Date"
means the close of business on the date to be determined by the Company board
of directors as the record date for determining the shares of Company Common
Stock in respect of which shares of Wytec Common Stock and Warrants will be
distributed pursuant to the Distribution. 


"Record
Holders" has the meaning set forth in Section 5.01(b). 

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"Security
Interest" means any mortgage, security interest, pledge, lien, charge,
claim, option, right to acquire, voting or other restriction, right-of-way,
covenant, condition, easement, encroachment, restriction on transfer or other
encumbrance of any nature whatsoever. 


"Separation"
means (a) the Internal Transactions, (b) any actions to be taken pursuant to
Article II and (c) any other transfers of Assets and assumptions of Liabilities,
in each case, between a member of one Group and a member of the other Group,
provided for in this Agreement or in any Ancillary Agreement. 


"Shared
Contract" means any contract or agreement of any member of either Group
that relates in any material respect to both the Wytec Business and the Company
Business; provided that the Parties may, by mutual consent, elect to
include in, or exclude from, this definition any contract or agreement. 


 "Spin-Off"
means the Separation and the Distribution. 


 "Subsidiary"
of any Person means any corporation or other organization whether incorporated
or unincorporated of which at least a majority of the securities or interests
having by the terms thereof ordinary voting power to elect at least a majority
of the board of directors or others performing similar functions with respect
to such corporation or other organization, is directly or indirectly owned or
controlled by such Person or by any one or more of its Subsidiaries, or by such
Person and one or more of its Subsidiaries. 


"Termination
Event" has the meaning set forth in Section 9.05(c). 


"Third-Party
Claim" means any assertion by a Person (including any Governmental
Authority) who is not a member of the Company Group or the Wytec Group of any
claim, or the commencement by any such Person of any Action, against any member
of the Company Group or the Wytec Group. 


"Third-Party
Proceeds" has the meaning set forth in Section 6.04(a). 


"Warrants"
means the Wytec common stock purchase warrants owned by the Company exercisable
at an exercise price of $5.00 per share (subject to a possible one-time upward
adjustment) until December 31, 2017.


"Wytec
Assets" means, without duplication, the following Assets: 


(a)        all
Assets held by the Wytec Group; 


(b)        all
interests in the capital stock of, or other equity interests in, the members of
the Wytec Group (other than Wytec) and all other equity, partnership,
membership, joint venture and similar interests set forth on Schedule 1(a); 


(c)        all
Assets reflected on the Wytec Business Balance Sheet, and all Assets acquired
after the date of the Wytec Business Balance Sheet that, had they been acquired
on or before such date and owned as of such date, would have been reflected on
the Wytec Business Balance Sheet if prepared in accordance with GAAP applied on
a consistent basis, subject to any dispositions of such Assets subsequent to
the date of the Wytec Business Balance Sheet; 


(d)        the
Assets listed or described on Schedule 1(b); 


(e)        the
rights related to the Wytec Portion of any Shared Contract; 


(f)        all
other Assets that are expressly provided by this Agreement or any Ancillary
Agreement as Assets to be assigned to or retained by, or allocated to, any
member of the Wytec Group; and 

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(g)        all
Assets held by a member of the Company Group that are determined by the
Company, in good faith prior to the Distribution Date, to be primarily related
to or used or held for use primarily in connection with the business or
operations of the Wytec Business. 


Notwithstanding
the foregoing, the Wytec Assets shall not include (i) the rights related to the
Company Portion of Shared Contracts and (ii) any Assets determined by the
Company, in good faith prior to the Distribution Date, to arise primarily from
the business or operations of the Company Business (unless otherwise expressly
provided in this Agreement). 


"Wytec
Business" means the business conducted and proposed to be conducted by
Wytec and its Subsidiaries as described in the Form S-1. 


"Wytec
Business Balance Sheet" means the audited balance sheet of the Wytec
Business, including the notes thereto included in the Form S-1. 


"Wytec
Common Stock" means the common stock, $0.001 par value per share, of Wytec.



"Wytec
Entities" means the entities, the equity, partnership, membership, joint
venture or similar interests of which are set forth on Schedule 1(a). 


"Wytec Group"
means (a) Wytec, (b) each Person that will be a Subsidiary of Wytec immediately
prior to the Distribution, including the entities set forth on Schedule 1(a)
under the caption "Subsidiaries", and (c) each Person that becomes a Subsidiary
of Wytec after the Distribution, including in each case any Person that is
merged or consolidated with and into Wytec or any Subsidiary of Wytec. 


"Wytec
Liabilities" means, without duplication, the following Liabilities: 


(a)        all
Liabilities of the Wytec Group and the Wytec Entities; 


(b)        all
Liabilities to the extent relating to, arising out of or resulting from: 


(i) the
operation or conduct of the Wytec Business as conducted at any time prior to
the Distribution (including any Liability to the extent relating to, arising
out of or resulting from any act or failure to act by any director, officer,
employee, agent or representative (whether or not such act or failure to act is
or was within such Person's authority), which act or failure to act relates to
the Wytec Business); 


(ii)            the
operation or conduct of the Wytec Business or any other business conducted by
Wytec or any other member of the Wytec Group at any time after the Distribution
(including any Liability relating to, arising out of or resulting from any act
or failure to act by any director, officer, employee, agent or representative
(whether or not such act or failure to act is or was within such Person's
authority)); 


(iii)           any
terminated, divested or discontinued businesses or operations of the Wytec
Business; or 


(iv)           the
Wytec Assets; 


(c)        all
Liabilities reflected as liabilities or obligations on the Wytec Business
Balance Sheet, and all Liabilities arising or assumed after the date of the
Wytec Business Balance Sheet that, had they arisen or been assumed on or before
such date and been existing obligations as of such date, would have been
reflected on the Wytec Business Balance Sheet if prepared in accordance with
GAAP applied on a consistent basis, subject to any discharge of such
Liabilities subsequent to the date of the Wytec Business Balance Sheet; 


(d)        the
Liabilities listed or described on Schedule 1(c); 

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(e)        the
obligations related to the Wytec Portion of any Shared Contract and any other
Liabilities relating to the acts or omissions of the Wytec Group relating to
any Shared Contract; 


(f)        all
other Liabilities that are expressly provided by this Agreement or any
Ancillary Agreement as Liabilities to be assumed or retained by, or allocated
to, any member of the Wytec Group; and 


(g)        all
Liabilities to the extent relating to, arising out of or resulting from any
untrue statement or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, with respect to all
information contained in, or incorporated by reference into, the Form S-1 and
any other documents filed with the Commission in connection with the Spin-Off
or as contemplated by this Agreement, other than with respect to the Company
Disclosure Sections. 


Notwithstanding
the foregoing, the Wytec Liabilities shall not include (i) any Company Retained
Liabilities, (iii) any obligations related to the Company Portion of any Shared
Contract or (iv) any Liabilities determined by the Company, in good faith prior
to the Distribution Date, to be primarily related to the business or operations
of the Company Business (unless otherwise expressly provided in this Agreement).



"Wytec Portion" has the meaning
set forth in Section 2.04.


ARTICLE
II

THE SEPARATION


2.01      Transfer of Assets and Assumption of
Liabilities. 




(a)        Subject
to Section 2.01(d), prior to the Distribution, the Parties shall, and shall
cause their respective Group members to, execute such instruments of assignment
and transfer and take such other corporate actions as are necessary to (i) transfer
and convey to one or more members of the Wytec Group all of the right, title
and interest of the Company Group in, to and under all Wytec Assets not already
owned by the Wytec Group, (ii) transfer and convey to one or more members of
the Company Group all of the right, title and interest of the Wytec Group in,
to and under all Company Assets not already owned by the Company Group, (iii) cause
one or more members of the Wytec Group to assume all of the Wytec Liabilities
to the extent such Liabilities would otherwise remain obligations of any member
of the Company Group and (iv) cause one or more members of the Company Group to
assume all of the Company Liabilities to the extent such Liabilities would
otherwise remain obligations of any member of the Wytec Group. Notwithstanding
anything to the contrary, neither Party shall be required to transfer any
Information except as required by Article VI. 


(b)        In
the event that it is discovered after the Distribution that there was an
omission of (i) the transfer or conveyance by Wytec (or a member of the Wytec
Group) or the acceptance or assumption by Company (or a member of the Company
Group) of any Company Asset or Company Liability, as the case may be, (ii) the
transfer or conveyance by Company (or a member of the Company Group) or the
acceptance or assumption by Wytec (or a member of the Wytec Group) of any Wytec
Asset or Wytec Liability, as the case may be, or (iii) the transfer or
conveyance by one Party (or any other member of its Group) to, or the
acceptance or assumption by, the other Party (or any other member of its Group)
of any Asset or Liability, as the case may be, that, had the Parties given
specific consideration to such Asset or Liability prior to the Distribution,
would have otherwise been so transferred, conveyed, accepted or assumed, as the
case may be, pursuant to this Agreement or the Ancillary Agreements, the
Parties shall use reasonable best efforts to promptly effect such transfer,
conveyance, acceptance or assumption of such Asset or Liability. Any transfer,
conveyance, acceptance or assumption made pursuant to this Section 2.01(b)
shall be treated by the Parties for all purposes as if it had occurred
immediately prior to the Distribution, except as otherwise required by
applicable Law or a Determination. 

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(c)        In
the event that it is discovered after the Distribution that there was a
transfer or conveyance (i) by Wytec (or a member of the Wytec Group) or the
acceptance or assumption by the Company (or a member of the Company Group) of
any Wytec Asset or Wytec Liability, as the case may be, or (ii) by Company (or
a member of the Company Group) and the acceptance or assumption by Wytec (or a
member of the Wytec Group) of any Company Asset or Company Liability, the
Parties shall use reasonable best efforts to promptly transfer or convey such
Asset or Liability back to the transferring or conveying Party or to rescind
any acceptance or assumption of such Asset or Liability, as the case may be.
Any transfer or conveyance made or acceptance or assumption rescinded pursuant
to this Section 2.01(c) shall be treated by the Parties for all purposes as if
such Asset or Liability had never been originally transferred, conveyed,
accepted or assumed, as the case may be, except as otherwise required by
applicable Law or a Determination. 


(d)        In
the event that after the Distribution (i) Company (or a member of the Company Group)
receives any funds properly belonging to Wytec (or a member of the Wytec
Group), or (ii) Wytec (or a member of the Wytec Group) receives any funds
properly belonging to Company (or a member of the Company Group), the Parties
shall use reasonable best efforts to promptly advise the other party, segregate
and hold such funds in trust for the benefit of such other Party and promptly
deliver such funds, together with any interest earned thereon, to an account or
accounts designated in writing by such other Party. 


(f)        To
the extent that any transfer or conveyance of any Asset or acceptance or
assumption of any Liability required by this Agreement to be so transferred,
conveyed, accepted or assumed shall not have been completed prior to the
Distribution, the Parties shall use reasonable best efforts to effect such
transfer, conveyance, acceptance or assumption as promptly following the
Distribution as shall be practicable. Nothing in this Agreement shall be deemed
to require the transfer or conveyance of any Assets or the acceptance or
assumption of any Liabilities which by their terms or operation of Law cannot
be so transferred, conveyed, accepted or assumed; provided, however, that the
Parties shall use reasonable best efforts to obtain any necessary Consents for
the transfer, conveyance, acceptance or assumption (as applicable) of all
Assets and Liabilities required by this Agreement to be so transferred,
conveyed, accepted or assumed. In the event that any such transfer, conveyance,
acceptance or assumption (as applicable) has not been completed effective as of
and after the Distribution, the Party retaining such Asset or Liability shall
thereafter hold such Asset for the use and benefit of the Party entitled
thereto (at the expense of the Party entitled thereto) and retain such
Liability for the account, and at the expense, of the Party by whom such
Liability should have been assumed or accepted pursuant to this Agreement, and
take such other actions as may be reasonably requested by the Party to which such
Asset should have been transferred or conveyed, or by whom such Liability
should have been assumed or accepted, as the case may be, in order to place
such Party, insofar as reasonably possible, in the same position as would have
existed had such Asset or Liability been transferred, conveyed, accepted or
assumed (as applicable) as contemplated by this Agreement, including
possession, use, risk of loss, potential for gain and control over such Asset
or Liability. As and when any such Asset or Liability becomes transferable, the
Parties shall use reasonable best efforts to promptly effect such transfer,
conveyance, acceptance or assumption (as applicable). Any transfer, conveyance,
acceptance or assumption made pursuant to this Section 2.01(d) shall be treated
by the Parties for all purposes as if it had occurred immediately prior to the
Distribution, except as otherwise required by applicable Law or a
Determination. 


(h)        The
Party retaining any Asset or Liability due to the deferral of the transfer and
conveyance of such Asset or the deferral of the acceptance and assumption of
such Liability pursuant to this Section 2.01 or otherwise shall not be
obligated by this Agreement, in connection with this Section 2.01, to expend
any money or take any action that would require the expenditure of money unless
and to the extent the Party entitled to such Asset or the Party intended to
assume such Liability advances or agrees to reimburse it for the applicable
expenditures. 

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2.02.     Certain
Matters Governed Exclusively by Ancillary Agreements. Each of the Company
and Wytec agrees on behalf of itself and the members of its Group that, except
as explicitly provided in this Agreement or any Ancillary Agreement, (i) the LOC
shall exclusively govern all matters relating to revolving line of credit to be
provided by Wytec to the Company and (ii) the License Agreement shall
exclusively govern all matters relating to the use of copyrights, trademarks,
and patents by Wytec and the Company. 


2.03.     Termination
of Agreements. 


(a)        Except
as set forth in Section 2.03(b), in furtherance of the releases and other
provisions of Section 6.01, effective as of the Distribution, Wytec and each
other member of the Wytec Group, on the one hand, and Company and each other
member of the Company Group, on the other hand, hereby agree they will
terminate any and all agreements, arrangements, commitments and understandings,
oral or written ("Intercompany Agreements"), including all intercompany
accounts payable or accounts receivable ("Intercompany Accounts"),
between such parties and in effect or accrued as of the Distribution and
including the agreements set forth on Schedule 2.03.  No such terminated
Intercompany Agreement or Intercompany Account (including any provision thereof
that purports to survive termination) shall be of any further force or effect
after the Distribution.  Each Party shall, at the reasonable request of the
other Party, take, or cause to be taken, such other actions as may be necessary
to effect the foregoing.  The Parties, on behalf of the members of their
respective Groups, hereby waive any advance notice provision or other
termination requirements with respect to any Intercompany Agreement. 


(b)        The
provisions of Section 2.03(a) shall not apply to any of the following Intercompany
Agreements or Intercompany Accounts (or to any of the provisions thereof): this
Agreement and the Ancillary Agreements (and each other Intercompany Agreement
or Intercompany Account expressly contemplated by this Agreement or any
Ancillary Agreement to be entered into by either Party or any other member of
its Group). 


2.04.     Shared
Contracts.  The Parties shall, and shall cause the members of their
respective Groups to, use their respective reasonable best efforts to work
together (and, if necessary and desirable, to work with the third party to such
Shared Contract) in an effort to divide, partially assign, modify and/or
replicate (in whole or in part) the respective rights and obligations under and
in respect of any Shared Contract, such that (a) a member of the Wytec Group is
the beneficiary of the rights and is responsible for the obligations related to
that portion of such Shared Contract relating to the Wytec Business (the "Wytec
Portion"), which rights shall be a Wytec Asset and which obligations shall
be a Wytec Liability and (b) a member of the Company Group is the beneficiary
of the rights and is responsible for the obligations related to such Shared
Contract not relating to the Wytec Business (the "Company Portion"),
which rights shall be a Company Asset and which obligations shall be a Company
Liability. If the Parties, or their respective Group members, as applicable,
are not able to enter into an arrangement to formally divide, partially assign,
modify and/or replicate such Shared Contract prior to the Distribution as
contemplated by the previous sentence, then the Parties shall, and shall cause
their respective Group members to, cooperate in any lawful arrangement to
provide that, following the Distribution and until the earlier of five years
after the Distribution Date and such time as the formal division, partial
assignment, modification and/or replication of such Shared Contract as
contemplated by the previous sentence is effected, a member of the Wytec Group
shall receive the interest in the benefits and obligations of the Wytec Portion
under such Shared Contract and a member of the Company Group shall receive the
interest in the benefits and obligations of the Company Portion under such
Shared Contract. 


2.05.     Disclaimer of Representations
and Warranties.  Each of Company (on behalf of itself and each other member
of the Company Group) and Wytec (on behalf of itself and each other member of
the Wytec Group) understands and agrees that, except as expressly set forth in
this Agreement or any Ancillary Agreement, no party to this Agreement, any
Ancillary Agreement or any other agreement or document contemplated by this
Agreement or any Ancillary Agreement is representing or warranting in any way
as to any Assets or Liabilities transferred or assumed as contemplated hereby
or thereby, as to the sufficiency of the Assets  

-10-





or Liabilities transferred or
assumed hereby or thereby for the conduct and operations of the Wytec Business
or the Company Business, as applicable, as to any Governmental Approvals or
other Consents required in connection therewith or in connection with any past
transfers of the Assets or assumptions of the Liabilities, as to the value or
freedom from any Security Interests of, or any other matter concerning, any
Assets or Liabilities of such party, or as to the absence of any defenses or
rights of setoff or freedom from counterclaim with respect to any claim or
other Asset, including any accounts receivable, of any such Party, or as to the
legal sufficiency of any assignment, document or instrument delivered hereunder
to convey title to any Asset or thing of value upon the execution, delivery and
filing hereof or thereof. Except as may expressly be set forth herein, any such
Assets are being transferred on an "as is", "where is" basis and the respective
transferees shall bear the economic and legal risks that (a) any conveyance
shall prove to be insufficient to vest in the transferee good and marketable
title, free and clear of any Security Interest, and (b) any necessary Governmental
Approvals or other Consents are not obtained or there is not compliance with
any requirements of Laws or judgments.


ARTICLE
III

ACTIONS PENDING DISTRIBUTION


3.01.     Actions
Prior to the Distribution. 


(a)        Subject
to the conditions specified in Section 3.02 and subject to Section 4.03, Company
and Wytec shall use reasonable best efforts to consummate the Distribution.  Such
efforts shall include taking the actions specified in this Section 3.01. 


(b)        Prior
to the Distribution, Company shall mail the Prospectus to the Record Holders. 


(c)        Wytec
shall prepare, file with the Commission and use its reasonable best efforts to
cause to become effective any registration statements or amendments thereto
required to effect the establishment of, or amendments to, any employee benefit
and other plans necessary or appropriate in connection with the transactions
contemplated by this Agreement or any of the Ancillary Agreements. 


(d)        The
Company and Wytec shall take all such action as may be necessary or appropriate
under the securities or blue sky laws of the states or other political
subdivisions of the United States or of other foreign jurisdictions in
connection with the Distribution. 


(e)        Wytec
shall prepare and file, and shall use reasonable best efforts to have approved
prior to the Distribution, an application for the listing of the Wytec Common
Stock, and the Wytec Common Stock underlying the Warrants to be distributed in
the Distribution on the OTC-QB Market, subject to official notice of
distribution. 


(f)        Prior
to the Distribution, Company shall have duly elected members of the Wytec board
of directors, and such individuals shall be the members of the Wytec board of
directors effective as of immediately after the Distribution; provided, however,
that to the extent required by any Law or requirement of the OTC-QB Market or
any other national securities exchange, as applicable, one independent director
shall be appointed prior to the date on which "when-issued" trading of the Wytec
Common Stock begins on the OTC-QB Market and begin his or her term prior to the
Distribution and shall serve on Wytec's Audit Committee, Compensation Committee
and Corporate Governance and Nominating Committee. 


(g)        The
Company and Wytec shall, subject to Section 4.03, take all reasonable steps
necessary and appropriate to cause the conditions set forth in Section 3.02 to
be satisfied and to effect the Distribution on the Distribution Date. 

-11-





3.02.     Conditions
Precedent to Consummation of the Distribution.  Subject to Section 4.03, as
soon as practicable after the date of this Agreement, the Parties shall use
reasonable best efforts to satisfy the following conditions prior to the
consummation of the Distribution.  The obligations of the Parties to consummate
the Distribution shall be conditioned on the satisfaction, or waiver by Company,
of the following conditions: 


(a)        The
board of directors of Company shall have authorized and approved the Spin-Off
and not withdrawn such authorization and approval, and shall have declared the
dividend of Wytec Common Stock and Warrants to Company stockholders. 


(b)        Each
Ancillary Agreement shall have been executed by each party to such agreements. 


(e)        The
Commission shall have declared effective the Form S-1, of which the Prospectus
is a part, under the Securities Act of 1933, and no stop order suspending the
effectiveness of the Form S-1 shall be in effect and no proceedings for that
purpose shall be pending before or threatened by the Commission. 


(f)        The
Wytec Common Stock shall have been accepted for listing on the OTC-QB or
another national securities exchange approved by Company, subject to official
notice of issuance. 


(i)         No
order, injunction or decree issued by any Governmental Authority of competent
jurisdiction or other legal restraint or prohibition preventing the
consummation of the Spin-Off shall be in effect, and no other event outside the
control of Company shall have occurred or failed to occur that prevents the
consummation of the Spin-Off. 


(j)         No
other events or developments shall have occurred prior to the Distribution Date
that, in the judgment of the board of directors of Company, would result in the
Spin-Off having a material adverse effect on Company or its stockholders. 


(k)        Prior
to the Distribution Date, the Prospectus shall have been mailed to the holders
of Company Common Stock. 


The foregoing
conditions are for the sole benefit of Company and shall not give rise to or
create any duty on the part of Company or the Company board of directors to
waive or not waive such conditions or in any way limit the right of Company to
terminate this Agreement as set forth in Article X or alter the consequences of
any such termination from those specified in such Article. Any determination
made by the Company board of directors prior to the Distribution concerning the
satisfaction or waiver of any or all of the conditions set forth in this
Section 3.02 shall be conclusive. 


ARTICLE IV

THE DISTRIBUTION


4.01  The
Distribution. 


(a)        Wytec
shall cooperate with Company to accomplish the Distribution and shall, at the
direction of Company, use its reasonable best efforts to promptly take any and
all actions necessary or desirable to effect the Distribution. Company or Wytec,
as the case may be, will provide, or cause the applicable member of its Group
to provide, to the Agent all share certificates and any information required in
order to complete the Distribution. 


(b)        Subject
to the terms and conditions set forth in this Agreement, (i) after completion
of the Internal Transactions and on or prior to the Distribution Date, for the
benefit of and distribution to the holders of Company Common Stock as of the
Record Date (the "Record Holders"), Company will deliver 

-12-





to the Agent
all of the issued and outstanding shares of Wytec Common Stock then owned by Company
or any other member of the Company Group and book-entry authorizations for such
shares and (ii) on the Distribution Date, Company shall instruct the Agent to
distribute, by means of a pro rata dividend based on the
aggregate number of shares of Company Common Stock held by each applicable
Record Holder, to each Record Holder (or such Record Holder's bank or brokerage
firm on such Record Holder's behalf) electronically, by direct registration in
book-entry form, the number of shares of Wytec Common Stock to which such
Record Holder is entitled based on a distribution ratio to be determined by Company
in its sole discretion. The Distribution shall be effective at 12:01 a.m. New
York City time on the Distribution Date. On or as soon as practicable after the
Distribution Date, the Agent will mail to each Record Holder an account
statement indicating the number of shares of Wytec Common Stock that have been
registered in book-entry form in the name of such Record Holder. 


4.02.     Fractional
Shares.  The Agent will not distribute any fractional shares of Wytec Common
Stock to the Record Holders.  Instead, the Agent will round up fractional
shares of Wytec Common Stock to the nearest whole number of shares of Wytec
Common Stock.


4.03.     Sole Discretion of Company.
 The Company shall, in its sole and absolute discretion, determine the Record
Date, the Distribution Date and all terms of the Distribution, including the
form, structure and terms of any transactions and/or offerings to effect the
Distribution and the timing of and conditions to the consummation thereof. In
addition and notwithstanding anything to the contrary set forth below, the Company
may at any time and from time to time until the Distribution decide to abandon
the Distribution including by accelerating or delaying the timing of the
consummation of all or part of the Distribution or modifying or changing the
terms of the Distribution if, at any time, the Company's board of directors
determines, in its sole and absolute discretion, that the Distribution is not
in the best interests of the Company or its stockholders or is otherwise not
advisable.


ARTICLE
V

MUTUAL RELEASES


5.01. Release
of Pre-Distribution Claims. 


(a)        Except
as provided in Section 5.01(c) or elsewhere in this Agreement or the Ancillary
Agreements, effective as of the Distribution, Wytec does hereby, for itself and
each other member of the Wytec Group, their respective Affiliates, to the
extent it may legally do so, successors and assigns, and all Persons who at any
time on or prior to the Distribution have been stockholders, directors,
officers, agents or employees of any member of the Wytec Group (in each case,
in their respective capacities as such), remise, release and forever discharge the
Company and the other members of the Company Group, their respective
Affiliates, successors and assigns, and all Persons who at any time on or prior
to the Distribution have been stockholders, directors, officers, agents or
employees of any member of the Company Group (in each case, in their respective
capacities as such), and their respective heirs, executors, administrators,
successors and assigns, from any and all Wytec Liabilities whatsoever, whether
at Law or in equity (including any right of contribution), whether arising
under any contract or agreement, by operation of Law or otherwise, existing or
arising from any acts or events occurring or failing to occur or alleged to
have occurred or to have failed to occur or any conditions existing or alleged
to have existed on or before the Distribution, including in connection with the
Spin-Off and all other activities to implement the Spin-Off. 


(b)        Except
as provided in Section 5.01(c) or elsewhere in this Agreement or the Ancillary
Agreements, effective as of the Distribution, the Company does hereby, for itself
and each other member of the Company Group, their respective Affiliates, to the
extent it may legally do so, successors and assigns, and all Persons who at any
time on or prior to the Distribution have been stockholders, directors,
officers, agents or employees of any member of the 

-13-





Company Group (in each case,
in their respective capacities as such), remise, release and forever discharge Wytec,
the other members of the Wytec Group, their respective Affiliates, successors
and assigns, and all Persons who at any time on or prior to the Distribution
have been stockholders, directors, officers, agents or employees of any member
of the Wytec Group (in each case, in their respective capacities as such), and
their respective heirs, executors, administrators, successors and assigns, from
any and all Company Liabilities whatsoever, whether at Law or in equity
(including any right of contribution), whether arising under any contract or
agreement, by operation of Law or otherwise, existing or arising from any acts
or events occurring or failing to occur or alleged to have occurred or to have
failed to occur or any conditions existing or alleged to have existed on or
before the Distribution, including in connection with the Spin-Off and all
other activities to implement the Spin-Off. 


(c)        Nothing
contained in Section 5.01(a) or (b) shall impair any right of any Person to
enforce this Agreement, any Ancillary Agreement or any Intercompany Agreement
or Intercompany Account that is specified in Section 2.03(b) not to terminate
as of the Distribution, in each case in accordance with its terms. Nothing
contained in Section 5.01(a) or (b) shall release any Person from: 


(i)         any
Liability provided in or resulting from any agreement among any members of the Company
Group or the Wytec Group that is specified in Section 2.03(b) as not
terminating as of the Distribution, or any other Liability specified in such
Section 2.03(b) as not to terminate as of the Distribution; 


(ii)        any
Liability, contingent or otherwise, assumed, transferred, assigned or allocated
to the Group of which such Person is a member in accordance with, or any other
Liability of any member of any Group under, this Agreement or any Ancillary
Agreement; 


(iii)       any
Liability provided in or resulting from any other agreement or understanding
that is entered into after the Distribution between one Party (and/or a member
of such Party's Group), on the one hand, and the other Party (and/or a member
of such Party's Group), on the other hand; 


(iv)       any
Liability that the Parties may have with respect to indemnification or
contribution pursuant to this Agreement or any Ancillary Agreement for claims
brought against the Parties, the members of their respective Groups or any of
their respective directors, officers, employees or agents, by third Persons,
which Liability shall be governed by the provisions of this Article V or, if
applicable, the appropriate provisions of the relevant Ancillary Agreement; or 


(v)        any
Liability the release of which would result in the release of any Person not
otherwise intended to be released pursuant to this Section 5.01. 


(d)        Wytec
shall not make, and shall not permit any other member of the Wytec Group to
make, any claim or demand, or commence any Action asserting any claim or
demand, including any claim of contribution or any indemnification, against the
Company or any other member of the Company Group, or any other Person released
pursuant to Section 5.01(a), with respect to any Liabilities released pursuant
to Section 5.01(a).  The Company shall not make, and shall not 

-14-





permit any other
member of the Company Group to make, any claim or demand, or commence any
Action asserting any claim or demand, including any claim of contribution or
any indemnification against Wytec or any other member of the Wytec Group, or
any other Person released pursuant to Section 5.01(b), with respect to any
Liabilities released pursuant to Section 5.01(b). 


(e)        It
is the intent of each of the Company and Wytec, by virtue of the provisions of
this Section 5.01, to provide for a full and complete release and discharge of
all Liabilities existing or arising from all acts and events occurring or
failing to occur or alleged to have occurred or to have failed to occur and all
conditions existing or alleged to have existed on or before the Distribution
Date, between or among Wytec or any other member of the Wytec Group, on the one
hand, and the Company or any other member of the Company Group, on the other
hand (including any contractual agreements or arrangements existing or alleged
to exist between or among any such members on or before the Distribution Date),
except as set forth in Section 5.01(c) or elsewhere in this Agreement or in any
Ancillary Agreement.  At any time, at the request of the other Party, each
Party shall cause each member of its respective Group to execute and deliver
releases reflecting the provisions hereof.


ARTICLE
VI

ACCESS TO INFORMATION; LITIGATION; CONFIDENTIALITY


6.01.     Agreement for Exchange of
Information; Archives.


(a)        Except in the case of an adversarial
Action or threatened adversarial Action by either the Company or Wytec or a
Person or Persons in its Group against the other Party or a Person or Persons
in its Group, and subject to Section 6.01(b), each of the Company and Wytec, on
behalf of its respective Group, shall provide, or cause to be provided, to the
other Party, at any time after the Distribution, as soon as reasonably
practicable after written request therefor, any Information relating to time
periods on or prior to the Distribution Date in the possession or under the
control of such respective Group, which the Company or Wytec, or any member of
its respective Group, as applicable, reasonably needs (i) to comply with
reporting, disclosure, filing or other requirements imposed on the Company or Wytec,
or any member of its respective Group, as applicable (including under
applicable securities laws), by any national securities exchange or any
Governmental Authority having jurisdiction over the Company or Wytec, or any
member of its respective Group, as applicable, (ii) for use in any other
judicial, regulatory, administrative or other proceeding or in order to satisfy
audit, accounting, regulatory, litigation or other similar requirements or
(iii) to comply with its obligations under this Agreement or any Ancillary
Agreement.  The receiving Party shall use any Information received pursuant to
this Section 6.01(a) solely to the extent reasonably necessary to satisfy the
applicable obligations or requirements described in clause (i), (ii) or (iii) of
the immediately preceding sentence.


(b)        In
the event that either the Company or Wytec determines that the exchange of any
Information pursuant to Section 6.01(a) could violate any Law or agreement or
waive or jeopardize any attorney-client privilege or attorney work product
protection, such Party shall not be required to provide access to or furnish
such Information to the other Party; provided, however, that both
the Company and Wytec shall take all commercially reasonable measures to permit
the compliance with Section 6.01(a) in a manner that avoids any such harm or
consequence.  Both the Company and Wytec intend that any provision of access to
or the furnishing of Information pursuant to this Section 6.01 that would
otherwise be within the ambit of any legal privilege shall not operate as
waiver of such privilege. 


(c)        Each
of Wytec and the Company agrees, on behalf of itself and each member of the
Group of which it is a member, not to disclose or otherwise waive any privilege
or protection attaching to any privileged Information relating to a member of
the other Group or relating to or arising in connection with the relationship
between the Groups prior to the Distribution, without providing prompt written
notice to and obtaining the prior written consent of the other (not to be
unreasonably withheld or delayed). 


(d)        The Company
and Wytec each agree that it will only process personal data provided to it by
the other Group in accordance with all applicable privacy and data protection
law obligations and will implement and maintain at all times appropriate
technical and organizational measures to protect such personal data against
unauthorized or unlawful processing and accidental loss, destruction, damage,
alteration and disclosure.  In addition, each Party agrees to provide
reasonable assistance to the other Party in respect of any obligations under
privacy and data protection legislation affecting the disclosure of such
personal data to the other Party and will not knowingly process such personal data
in such a way to cause the other Party to violate any of its obligations under
any applicable privacy and data protection legislation. 

-15-





6.02.     Ownership
of Information.  Any Information owned by one Group that is provided to the
requesting Party hereunder shall be deemed to remain the property of the
providing Party.  Except as specifically set forth herein, nothing herein shall
be construed as granting or conferring rights of license or otherwise in any
such Information. 


6.03.     Compensation
for Providing Information.  The Company and Wytec shall reimburse each
other for the reasonable costs, if any, in complying with a request for
Information pursuant to this Article VI.  Except as may be otherwise
specifically provided elsewhere in this Agreement, such costs shall be computed
in accordance with Wytec's or the Company's, as applicable, standard
methodology and procedures. 


6.04.     Record Retention.  To
facilitate the possible exchange of Information pursuant to this Article VI and
other provisions of this Agreement, each Party shall use its reasonable best
efforts to retain all Information in such Party's possession relating to the
other Party or its businesses, Assets or Liabilities, this Agreement or the
Ancillary Agreements (the "Retained Information") in accordance with its
respective record retention policy as in effect on the date hereof or such
longer or shorter period as required by Law, this Agreement or the Ancillary
Agreements.


6.05.     Accounting
Information. Without limiting the generality of Section 6.01 but subject to
Section 6.01(b): 


(a) Until the
end of the first full fiscal year of the Company occurring after the
Distribution Date (and for a reasonable period of time afterwards as required
by Law for the Company to prepare consolidated financial statements or complete
a financial statement audit for any period during which the financial results
of the Wytec Group were consolidated with those of the Company), Wytec shall
use its reasonable best efforts to enable the Company to meet its timetable for
dissemination of its financial statements and to enable the Company's auditors
to timely complete their annual audit and quarterly reviews of financial
statements.  As part of such efforts, to the extent reasonably necessary for
the preparation of financial statements or completing an audit or review of
financial statements or an audit of internal control over financial reporting,
(i) Wytec shall authorize and direct its auditors to make available to the Company's
auditors, within a reasonable time prior to the date of the Company's auditors'
opinion or review report, both (x) the personnel who performed or will perform
the annual audits and quarterly reviews of Wytec and (y) work papers related to
such annual audits and quarterly reviews, to enable the Company's auditors to
perform any procedures they consider reasonably necessary to take
responsibility for the work of Wytec's auditors as it relates to the Company's
auditors' opinion or report and (ii) until all governmental audits or other
inquiries are complete, Wytec shall provide reasonable access during normal
business hours for the Company's internal auditors, counsel and other
designated representatives to (x) the premises of Wytec and its Subsidiaries
and all Information (and duplicating rights) within the knowledge, possession
or control of Wytec and its Subsidiaries, (y) the officers and employees of Wytec
and its Subsidiaries, so that the Company may conduct reasonable audits
relating to the financial statements provided by Wytec and its Subsidiaries,
and (z) the IT systems of Wytec, so that the Company may conduct reasonable
testing of such IT systems in connection with the audits of financial
statements; provided, however, that such access shall not be
unreasonably disruptive to the business and affairs of the Wytec Group. 


(b) Until the
end of the first full fiscal year of Wytec occurring after the Distribution
Date (and for a reasonable period of time afterwards or as required by Law), the
Company shall use its reasonable best efforts to enable Wytec to meet its
timetable for dissemination of its financial statements and to enable Wytec's
auditors to timely complete their annual audit and quarterly reviews of
financial statements. As part of such efforts, to the extent reasonably
necessary for the preparation of financial statements or completing an audit or
review of financial statements or an audit of internal control over financial
reporting, (i) the Company 

-16-





shall authorize and direct its auditors to make
available to Wytec's auditors, within a reasonable time prior to the date of Wytec's
auditors' opinion or review report, both (x) the personnel who performed or
will perform the annual audits and quarterly reviews of Company and (y) work
papers related to such annual audits and quarterly reviews, to enable Wytec's
auditors to perform any procedures they consider reasonably necessary to take
responsibility for the work of the Company's auditors as it relates to Wytec's
auditors' opinion or report and (ii) until all governmental audits or other inquires
are complete, the Company shall provide reasonable access during normal
business hours for Wytec's internal auditors, counsel and other designated
representatives to (x) the premises of the Company and its Subsidiaries and all
Information (and duplicating rights) within the knowledge, possession or
control of the Company and its Subsidiaries and (y) the officers and employees
of the Company and its Subsidiaries, so that Wytec may conduct reasonable
audits relating to the financial statements provided by the Company and its
Subsidiaries, and (z) the IT systems of the Company, so that Wytec may conduct
reasonable testing of such IT systems in connection with the audits of
financial statements; provided, however, that such access shall
not be unreasonably disruptive to the business and affairs of the Company
Group. 


(c) In order to
enable the principal executive officer(s) and principal financial officer(s)
(as such terms are defined in the rules and regulations of the Commission) of the
Company to make any certifications required of them under Section 302 or 906 of
the Sarbanes-Oxley Act of 2002, Wytec shall, within a reasonable period of time
following a request from the Company in anticipation of filing such reports,
cause its principal executive officer(s) and principal financial officer(s) to
provide the Company with certifications of such officers in support of the
certifications of the Company's principal executive officer(s) and principal
financial officer(s) required under Section 302 or 906 of the Sarbanes-Oxley
Act of 2002 with respect to the Company's Quarterly Report on Form 10-Q filed
with respect to the fiscal quarter during which the Distribution Date occurs
(unless such quarter is the fourth fiscal quarter), each subsequent fiscal
quarter through the third fiscal quarter of the year in which the Distribution
Date occurs and the Company's Annual Report on Form 10-K filed with respect to
the fiscal year during which the Distribution Date occurs.  Such certifications
shall be provided in substantially the same form and manner as such Wytec
officers provided prior to the Distribution (reflecting any changes in
certifications necessitated by the Spin-Off or any other transactions related
thereto) or as otherwise agreed upon between Company and Wytec. 


6.06. Limitations
of Liability. Neither the Company nor Wytec shall have any Liability to the
other Party in the event that any Information exchanged or provided pursuant to
this Agreement that is an estimate or forecast, or that is based on an estimate
or forecast, is found to be inaccurate in the absence of wilful misconduct by
the providing Person.  Neither the Company nor Wytec shall have any Liability
to the other Party if any Information is destroyed after reasonable best
efforts by Wytec or the Company, as applicable, to comply with the provisions
of Section 6.04. 


6.07. Conduct of Pending Litigation
Matters. Wytec and the Company shall enter into one or more joint defense
agreements, substantially in the form of Exhibit A hereto, with respect to
litigation matters pending as of the date hereof that involve members of both
the Company Group and the Wytec Group.


6.08. Production
of Witnesses; Records; Cooperation. 


(a)        After
the Distribution Date and until the third anniversary thereof, except in the
case of an adversarial Action or threatened adversarial Action by either the Company
or Wytec or a Person or Persons in its Group against the other Party or a
Person or Persons in its Group, each of Company and Wytec shall take all
reasonable steps to make available, upon written request, the former, current
and future directors, officers, employees, other personnel and agents of the
Persons in its respective Group (whether as witnesses or otherwise) and any
books, records or other documents within its control or that it otherwise has
the ability to make available, to the extent that such Person (giving
consideration to business demands of such directors, officers, employees, other
personnel and agents) or books, records or other documents may reasonably be
required in connection with any Action or threatened or contemplated Action
(including preparation for such Action) in which the Company or Wytec, as
applicable, may from time to time be involved, regardless of whether such
Action is a matter with respect to which indemnification may be sought
hereunder.  The requesting Party shall bear all reasonable out-of-pocket costs
and expenses in connection therewith. 

-17-





(b)        Without
limiting the foregoing, the Company and Wytec shall use their reasonable best
efforts to cooperate and consult to the extent reasonably necessary with
respect to any Actions or threatened or contemplated Actions, other than an
adversarial Action against the other Group. 


(c)        The
obligation of the Company and Wytec to make available former, current and
future directors, officers, employees and other personnel and agents or provide
witnesses and experts pursuant to this Section 6.08 is intended to be
interpreted in a manner so as to facilitate cooperation and shall include the
obligation to make available employees and other officers without regard to
whether such individual or the employer of such individual could assert a
possible business conflict (subject to the exception set forth in the first
sentence of Section 6.08(a)). Without limiting the foregoing, each of the Company
and Wytec agrees that neither it nor any Person or Persons in its respective
Group will take any adverse action against any employee of its Group based on
such employee's provision of assistance or information to each other pursuant
to this Section 6.08. 


(d) Upon the
reasonable request of the Company or Wytec, in connection with any Action
contemplated by this Article VI, Company and Wytec will enter into a mutually
acceptable common interest agreement so as to maintain to the extent
practicable any applicable attorney-client privilege or work product immunity
of any member of either Group. 


6.09. Confidential
Information. 


(a)        Each
of the Company and Wytec, on behalf of itself and each Person in its respective
Group, shall hold, and cause its respective directors, officers, employees,
agents, accountants, counsel and other advisors and representatives to hold, in
strict confidence and not release or disclose, with at least the same degree of
care, but no less than a reasonable degree of care, that it applies to its own
confidential and proprietary information pursuant to policies in effect as of
the Distribution Date, all Information concerning the other Group or its
business that is either in its possession (including Information in its
possession prior to the Distribution) or furnished by the other Group or its
respective directors, officers, employees, agents, accountants, counsel and
other advisors and representatives at any time pursuant to this Agreement, and
shall not use any such Information other than for such purposes as shall be
expressly permitted hereunder, except, in each case, to the extent that such
Information is (i) in the public domain through no fault of any member of the Company
Group or the Wytec Group, as applicable, or any of its respective directors,
officers, employees, agents, accountants, counsel and other advisors and
representatives, (ii) later lawfully acquired from other sources by any of Company,
Wytec or its respective Group, employees, directors or agents, accountants,
counsel and other advisors and representatives, as applicable, which sources
are not themselves bound by a confidentiality obligation to the knowledge of
any of the Company, Wytec or Persons in its respective Group, as applicable,
(iii) independently generated without reference to any proprietary or
confidential Information of the Company Group or the Wytec Group, as
applicable, or (iv) required to be disclosed by Law; provided, however,
that the Person required to disclose such Information gives the applicable
Person prompt, and to the extent reasonably practicable, prior notice of such
disclosure and an opportunity to contest such disclosure and shall use
commercially reasonable efforts to cooperate, at the expense of the requesting
Person, in seeking any reasonable protective arrangements requested by such
Person.  In the event that such appropriate protective order or other remedy is
not obtained, the Person that is required to disclose such Information shall
furnish, or cause to be furnished, only that portion of such Information that
is legally required to be disclosed and shall take commercially reasonable
steps to ensure that confidential treatment is accorded such Information.
Notwithstanding the foregoing, each of the Company and Wytec may release or
disclose, or permit to be released or disclosed, any such Information
concerning the other Group (x) to their respective directors, officers,
employees, agents, accountants, counsel and other advisors and representatives
who need to know such Information (who shall be advised of the obligations
hereunder with respect to such Information), and (y) to any nationally
recognized statistical rating organization as it reasonably deems necessary,
solely for the purpose of obtaining a rating of securities or other debt
instruments upon normal terms and conditions; provided, however,
that the Party whose Information is being disclosed or released to such rating
organization is promptly notified thereof. 

-18-





(b)        Without
limiting the foregoing, when any Information concerning the other Group or its
business is no longer needed for the purposes contemplated by this Agreement or
any Ancillary Agreement, each of the Company and Wytec will, promptly after
request of the other Party, either return all Information in a tangible form
(including all copies thereof and all notes, extracts or summaries based
thereon) or certify to the other Party, as applicable, that it has destroyed
such Information (and used commercially reasonable efforts to destroy all such
Information electronically preserved or recorded within any computerized data
storage device or component (including any hard-drive or database)). 


ARTICLE VII

FURTHER ASSURANCES AND ADDITIONAL COVENANTS


7.01. Further
Assurances. 


(a)        In
addition to the actions specifically provided for elsewhere in this Agreement,
each of the Parties shall use reasonable best efforts, prior to, on and after
the Distribution Date, to take, or cause to be taken, all actions, and to do,
or cause to be done, all things, reasonably necessary, proper or advisable
under applicable Laws and agreements to consummate and make effective the
transactions contemplated by this Agreement. 


(b)        Without
limiting the foregoing, prior to, on and after the Distribution Date, each Party
shall cooperate with the other Party, without any further consideration, but at
the expense of the requesting Party, (i) to execute and deliver, or use
reasonable best efforts to execute and deliver, or cause to be executed and
delivered, all instruments, including any instruments of conveyance, assignment
and transfer as such Party may reasonably be requested to execute and deliver
by the other Party, (ii) to make, or cause to be made, all filings with, and to
obtain, or cause to be obtained, all Consents of any Governmental Authority or
any other Person under any permit, license, agreement, indenture or other
instrument, (iii) to obtain, or cause to be obtained, any Governmental
Approvals or other Consents required to effect the Spin-Off and (iv) to take,
or cause to be taken, all such other actions as such Party may reasonably be
requested to take by the other Party from time to time, consistent with the
terms of this Agreement and the Ancillary Agreements, in order to effectuate
the provisions and purposes of this Agreement and any transfers of Assets or
assignments and assumptions of Liabilities hereunder and the other transactions
contemplated hereby. 


(c)        On
or prior to the Distribution Date, the Company and Wytec, in their respective
capacities as direct and indirect stockholders of their respective
Subsidiaries, shall each ratify any actions that are reasonably necessary or
desirable to be taken by Wytec or any other Subsidiary of the Company, as the
case may be, to effectuate the transactions contemplated by this Agreement. 


(d)        Prior
to the Distribution, if either Party identifies any commercial or other service
that is needed to ensure a smooth and orderly transition of its business in
connection with the consummation of the transactions contemplated hereby, and
that is not otherwise governed by the provisions of this Agreement or any
Ancillary Agreement, the Parties will cooperate in determining whether there is
a mutually acceptable arm's-length basis on which the other Party will provide
such service. 


(e) The Company
and Wytec shall settle the Payables Transactions in accordance with Schedule 1(g).
As soon as reasonably possible following the Distribution Date, the Parties
agree to determine and settle the final amounts of the Payables Transactions to
the extent such amounts have not previously been settled.

-19-





ARTICLE VIII

TERMINATION


8.01.     Termination.
 This Agreement may be terminated by the Company at any time, in its sole
discretion, prior to the Distribution. 


8.02.     Effect of Termination.  In
the event of any termination of this Agreement prior to the Distribution,
neither Party (nor any of its directors or officers) shall have any Liability
or further obligation to the other Party under this Agreement or the Ancillary
Agreements. 


ARTICLE
IX

MISCELLANEOUS


9.01      Entire Agreement.  This
Agreement, and any instruments and agreements to be executed pursuant to this
Agreement, set forth the entire understanding of the parties hereto with
respect to the Agreement's subject matter, merges and supersedes all prior and
contemporaneous understandings with respect to its subject matter and may not
be waived or modified, in whole or in part, except by a writing signed by each
of the parties hereto.  No waiver of any provision of this Agreement in any
instance shall be deemed to be a waiver of the same or any other provision in
any other instance.  Failure of any party to enforce any provision of this
Agreement shall not be construed as a waiver of its rights under such
provision.


9.02      Governing Law and Venue. 
This Agreement shall be governed by and interpreted in accordance with the laws
of the State of Texas, excluding its choice of law rules.  The parties consent
to jurisdiction in the Federal and state courts of Texas shall for all actions
arising under or in connection with this Agreement. 


9.03.     Assignability.
 Neither this Agreement nor any of the rights, interests or obligations under
this Agreement shall be assigned, in whole or in part, by operation of Law or
otherwise by either Party without the prior written consent of the other Party.
 Any purported assignment without such consent shall be void. Subject to the
preceding sentences, this Agreement will be binding upon, inure to the benefit
of, and be enforceable by, the Parties and their respective successors and
assigns.  No assignment permitted by this Section 11.03 shall release the
assigning Party from liability for the full performance of its obligations
under this Agreement. 


9.04.     Third-Party
Beneficiaries.  The provisions of this Agreement are solely for the benefit
of the Parties hereto and are not intended to confer upon any Person except the
Parties hereto any rights or remedies hereunder and There are no third-party
beneficiaries of this Agreement and this Agreement shall not provide any third
person with any remedy, claim, liability, reimbursement, cause of action or
other right in excess of those existing without reference to this Agreement. 


9.05      Notice.  All
communications, notices, requests, consents or demands given or required under
this Agreement shall be in writing and shall be deemed to have been duly given
when delivered to, or received by prepaid registered or certified mail or
recognized overnight courier addressed to, or upon receipt of a facsimile sent
to, the party for whom intended, as follows, or to such other address or
facsimile number as may be furnished by such party by notice in the manner
provided herein:

-20-





	
  If to the Company:


  	

  
	
   

  Competitive
  Companies, Inc.

  19206 Huebner Road, Suite 202

  San Antonio, Texas 78258

  Attention: William H.
  Gray, Chief Executive Officer


  Telephone: (210) 233-8980

  Facsimile: (210) 


  	

  
	
  If to Wytec:


   


  Wytec International, Inc.

  19206 Huebner Road, Suite 202

  San Antonio, Texas 78258

  Attention: William H.
  Gray, Chief Executive Officer


  Telephone: (210) 233-8980

  Facsimile: (210) 



  	

  



9.06      Severability.  If any
provision of this Agreement is held to be invalid or unenforceable by a court
of competent jurisdiction, this Agreement shall be interpreted and enforceable
as if such provision were severed or limited, but only to the extent necessary
to render such provision and this Agreement enforceable.


9.07.     Publicity.
 Each of the Company and Wytec shall consult with the other, and shall, subject
to the requirements of Section 6.09, provide the other Party the opportunity to
review and comment upon, any press releases or other public statements in
connection with the Spin-Off or any of the other transactions contemplated
hereby and any filings with any Governmental Authority or national securities
exchange with respect thereto, in each case prior to the issuance or filing
thereof, as applicable (including the Form S-1, the Parties' respective Current
Reports on Form 8-K to be filed on the Distribution Date, the Parties'
respective Quarterly Reports on Form 10-Q filed with respect to the fiscal
quarter during which the Distribution Date occurs, or if such quarter is the
fourth fiscal quarter, the Parties' respective Annual Reports on Form 10-K
filed with respect to the fiscal year during which the Distribution Date occurs
(each such Quarterly Report on Form 10-Q or Annual Report on Form 10-K, a "First
Post-Distribution Report")).  Each Party's obligations pursuant to this
Section 9.07 shall terminate on the date on which such Party's First
Post-Distribution Report is filed with the Commission. 


9.08.     Expenses.
 Except as expressly set forth in this Agreement or in any Ancillary Agreement,
all third-party fees, costs and expenses paid or incurred in connection with
the Spin-Off will be paid by the Party incurring such fees or expenses, whether
or not the Distribution is consummated, or as otherwise agreed by the Parties.
Subject to the preceding sentence, Company shall bear the costs and expenses in
connection with the Distribution. 


9.09.     Headings.
 The article, section and paragraph headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. 


9.10.     Survival
of Covenants.  Except as expressly set forth in this Agreement, the covenants
in this Agreement and the liabilities for the breach of any obligations in this
Agreement shall survive the Spin-Off and shall remain in full force and effect.



9.11.     Waivers
of Default.  No failure or delay of any Party (or the applicable member of
its Group) in exercising any right or remedy under this Agreement or any
Ancillary Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such right or power, or any course of
conduct, preclude any other or further exercise thereof or the exercise of any
other right or power.  Waiver by any Party of any default by the other Party of
any provision of this Agreement shall not be deemed a waiver by the waiving
Party of any subsequent or other default. 

-21-





11.12.   Specific
Performance.  Notwithstanding the procedures set forth in Article VIII, in
the event of any actual or threatened default in, or breach of, any of the
terms, conditions and provisions of this Agreement, the affected Party shall
have the right to specific performance and injunctive or other equitable relief
of its rights under this Agreement, in addition to any and all other rights and
remedies at Law or in equity, and all such rights and remedies shall be
cumulative. The other Party shall not oppose the granting of such relief on the
basis that money damages are an adequate remedy. The Parties agree that the
remedies at Law for any breach or threatened breach hereof, including monetary damages,
are inadequate compensation for any loss and that any defense in any action for
specific performance that a remedy at Law would be adequate is waived. Any
requirements for the securing or posting of any bond with such remedy are
waived. 


11.13.   Amendments.
 No provisions of this Agreement shall be deemed waived, amended, supplemented
or modified by any Party, unless such waiver, amendment, supplement or
modification is in writing and signed by the authorized representative of each
Party. 


11.14.   Interpretation.
 Words in the singular shall be held to include the plural and vice versa and
words of one gender shall be held to include the other gender as the context
requires.  The terms "hereof," "herein" "and "herewith" and words of similar
import, unless otherwise stated, shall be construed to refer to this Agreement
as a whole (including all of the Schedules hereto) and not to any particular
provision of this Agreement.  Article, Section or Schedule references are to
the articles, sections and schedules of or to this Agreement unless otherwise
specified. Any capitalized terms used in any Schedule to this Agreement or to
any Ancillary Agreement but not otherwise defined therein shall have the
meaning as defined in this Agreement or the Ancillary Agreement to which such
Schedule is attached, as applicable.  Any reference herein to this Agreement,
unless otherwise stated, shall be construed to refer to this Agreement as
amended, supplemented or otherwise modified from time to time, as permitted by
Section 9.13.  The word "including" and words of similar import when used in
this Agreement shall mean "including, without limitation," unless the context
otherwise requires or unless otherwise specified.  The word "or" shall not be
exclusive.


11.15    Counterparts.  This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.


[Remainder of Page Intentionally Left
Blank]

-22-






IN
WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of
the date first set forth above.


	
  COMPANY:

  	
  Competitive
  Companies, Inc.




  By 
                                                                        

  William
  H. Gray, Chief Executive Officer


  
	

  

  
	

  

  










	
   	
   
	
   	
   
	
   	
   
	
   	
   
	
  WYTEC: 






  	
  Wytec
  International, Inc.



  By 
                                                                        

         William H. Gray,
  Chief Executive Officer

  




-23-








SCHEDULE
1(a)


WYTEC
EQUITY INTERESTS






1.       100% of equity in Capaciti Networks, Inc.


2.       100% of equity in Wylink, Inc.


 


 


 


 


 


 


 


 


-S-1(a)-







SCHEDULE
1(b)


WYTEC
ASSESTS






1.       The WyQuote system and technology and
intellectual property.


2.       All of the equipment sales and deployment
business, and the equipment inventory.


3.       The LPN-16 technology and manufacturing
agreement.


4.       The built "diamond ring" transmission
networks in Columbus, Ohio, San Antonio, Texas and Denver, Colorado.


5.       Registered Links.


 


 


 


 


 


 


 


-S-1(b)-






SCHEDULE
1(c)


WYTEC
LIABILITIES




 




 




 




 




 




 




 




 




 




 




-S-1(c)-







SCHEDULE
1(d)


COMPANY
EQUITY INTERESTS






1.       100% of equity in Wireless Wisconsin, LLC,
Innovation Capital Management, Inc. and Innovation Capital Management, LLC.


 


 


 


 


 


 


 


 


-S-1(d)-







SCHEDULE
1(e)


COMPANYASSESTS






1.      Marketing business for
internet Wi-Fi provisioning services in less densely populated markets.


2.      Eventually providing
financing and financing services for customers of the Company and Wytec.


 


 


 


 


 


 


-S-1(e)-








SCHEDULE
1(f)


COMPANY
RETAINED LIABILITIES



 



 



 



 



 



 



 



 



-S-1(f)-








SCHEDULE
1(g)


PAYABLES
TRANSACTIONS



 



 



 



 



 



 



 



 



-S-1(g)-