EXHIBIT 10.3




REVOLVING LINE OF CREDIT
NOTE




 




	Up to $800,000	
    ___________________, 2017






San Antonio, Texas




 




FOR VALUE RECEIVED, Competitive Companies,
Inc., a Nevada corporation (the "Borrower" or the "Maker"), hereby promises to
pay to the order of Wytec International, Inc., a Nevada corporation
("Lender") at San Antonio, Texas, the principal sum equal to the amount
outstanding from time to time indicated on Schedule A of this note (the "Note")
reflecting advances made by the Lender to the Maker under this Note, not to
exceed eight hundred dollars ($800,000), bearing simple interest on outstanding
principal at the rate of five percent (5%) per annum, computed on the basis of
the actual number of days elapsed in a year of 365 days, with all principal and all accrued but unpaid interest due and payable in
full on demand (the "Maturity Date").  Repayments on this Note will be applied
first to amounts owed pursuant to Section 6 of this Note, if any, then to
accrued but unpaid interest, then to outstanding principal.




 




The following is a statement of the rights of
Lender and the conditions to which this Note is subject, and to which Lender,
by acceptance of this Note, agrees:




 





1.
Advances
Under This Note. 
Maker has the right to draw on this Note and make borrowings from the Lender in
accordance with its terms and conditions, up to a maximum of $800,000 of
principal, by giving two (2) business days prior written notice to the Lender
of a request for borrowings, subject to the express written agreement of the
Lender, which Lender may give or decline to give in its sole and absolute
discretion, for any reason or no reason.  The principal amount outstanding on
this Note from time to time is set forth on Schedule A hereto, which will be
updated by the Lender as advances under this Note are made and outstanding
amounts owed are repaid.




 





2.
Right
of Prepayment. 
Borrower may prepay all or any portion of the principal, interest and any other
amount due under this Note prior to the Maturity Date without premium or
penalty.




 





3.
Default.  Any of the following
shall constitute an "Event of Default" under this Note: 




	



Unless
waived in writing by Lender, the failure of Borrower to make any payment of
principal or interest required hereunder within ten (10) days of the due date
for such payment;




  
	



Any
material representation, warranty or statement made or furnished by the Borrower
in this Note shall be false or misleading in any material respect on the date
made;




  
	



The
failure of Borrower to fully observe or perform any other term, condition,
covenant, obligation, condition or agreement contained in this Note and (i)
such failure shall continue for fifteen (15) days after the Borrower receives
written notice thereof from Lender, or (ii) if such failure is not curable
within such 15-day period but is reasonably capable of cure, the Borrower shall
not have commenced a cure in a manner reasonably satisfactory to Lender within
the initial 15-day period or at any time thereafter ceases to use commercially
practicable efforts to effect such cure;



  




-1-





 




	



A
material default or material event of default (subject to any grace or cure
period provided in the applicable agreement, document or instrument) shall
occur under any other material agreement, lease, loan, document or instrument
to which the Borrower is obligated to Lender; 




  
	



The
Borrower shall (i) apply for or consent to the appointment of, or the taking of
possession by, a receiver, trustee, liquidator or custodian of itself or of all
or a substantial part of its property, (ii) be unable, or admit in writing its
inability, to pay its debts generally as they mature, (iii) cease operations of
its business as presently conducted, (iv) make a general assignment for the
benefit of its creditors, (v) be dissolved or liquidated, (vi) commence a
voluntary case or other proceeding seeking liquidation, reorganization or other
relief with respect to itself or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or consent to any such relief or
to the appointment of or taking possession of its property by any official in
an involuntary case or other proceeding commenced against it, (vii) be
adjudicated bankrupt or insolvent, (viii) file a petition seeking to take
advantage of any other law providing for the relief of debtors, or (ix) take
any action for the purpose of effecting any of the foregoing; or




  
	



The
commencement of proceedings for the appointment of a receiver, trustee,
liquidator or custodian of the Borrower or of all or a substantial part of the
property thereof, or an involuntary case or other proceedings seeking
liquidation, reorganization or other relief with respect to the Borrower or the
debts thereof under any bankruptcy, insolvency or other similar law now or
hereafter in effect shall be commenced and an order for relief entered or such
proceeding shall not be dismissed or discharged within sixty (60) days of
commencement.




  






4.
Notice
of Events of Default; Rights of Lender Upon Default.  The Borrower shall
furnish to Lender, promptly upon the occurrence thereof, written notice of the
occurrence of any Event of Default hereunder.  Immediately upon the occurrence
or existence of any Event of Default and at any time thereafter during the
continuance of such Event of Default, unless such Event of Default has been
waived by Lender in writing, all outstanding obligations payable by the
Borrower hereunder shall be immediately due and payable without presentment,
demand, protest, notice of default, nonpayment or dishonor, or any other notice
of any kind, all of which are hereby expressly waived, anything contained
herein to the contrary notwithstanding.  Upon an Event of Default, all unpaid
obligations under this Note shall bear interest at the default rate of twelve
percent (12%) per annum.  In addition to the foregoing remedies, upon the
occurrence or existence of any Event of Default, unless such Event of Default
has been waived by Lender in writing, Lender may exercise any other right,
power or remedy permitted to it by law, either by suit in equity or by action
at law, or both.



-2-




 



5. 
Representations
and Warranties of the Borrower.  The Borrower represents and warrants to
Lender that:




	




Organization,
Good Standing, Corporate Power and Qualification.  The Borrower is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Nevada and has all requisite corporate power and authority
to carry on its business as presently conducted.  The Borrower is duly
qualified to transact business and is in good standing in each jurisdiction in
which the failure to so qualify would have a material adverse effect. 




  
	




Authority.  The execution,
delivery and performance by the Borrower of this Note and the consummation of
the transactions contemplated hereby and thereby (i) are within the power of
the Borrower; and (ii) have been duly authorized by all necessary actions on
the part of the Borrower.




  
	




Enforceability.  This Note has been,
or will be, duly executed and delivered by the Borrower and constitutes, or
will constitute, a legal, valid and binding obligation of the Borrower,
enforceable against the Borrower in accordance with its terms, except as
limited by bankruptcy, insolvency or other laws of general application relating
to or affecting the enforcement of creditors' rights generally and general
principles of equity.




  
	




Non-Contravention.  The execution and
delivery by the Borrower of this Note and the performance and consummation of
the transactions contemplated hereby and thereby do not and will not: (i)
violate the Borrower's Articles of Incorporation or Bylaws (the "Charter
Documents") or any material judgment, order, writ, decree, statute, rule or
regulation applicable to the Borrower; (ii) violate, in any material respect,
any provision of, or result in the breach or the acceleration of, or entitle
any other person to accelerate (whether after the giving of notice or lapse of
time or both), any mortgage, indenture, agreement, instrument or contract to
which the Borrower is a party or by which it is bound; (iii) result in the
creation or imposition of any lien upon any property, asset or revenue of the
Borrower or the suspension, revocation, impairment, forfeiture, or nonrenewal
of any permit, license, authorization or approval applicable to the Borrower,
its business or operations, or any of its assets or properties; or (iv) violate
or breach any obligations of the Company providing any right of first refusal,
preemptive right, right of participation, or any similar right to participate
in the transactions contemplated by this Note.




  
	




Disclosure.  The Borrower has made
available to Lender all of the information reasonably available to the Borrower
that Lender has requested for deciding whether to purchase this Note.  No
representation or warranty of the Borrower contained in this Note or in any
information provided by the Borrower to Lender contains any untrue statement of
a material fact or omits to state a material fact necessary in order to make
the statements contained herein or therein not misleading in light of the
circumstances under which they were made.  




  


-3-




 



6. 
Costs
of Collections. 
Lender shall be entitled to collect reasonable attorney's fees and costs from
the Borrower, as well as other costs and expenses reasonably incurred, in
curing any default or attempting collection of any payment due on this Note.




 





7. 
Payment.  This Note shall be
payable in lawful money of the United States.




 





8.
Place
of Payment. 
All payments on this Note are to be made or given to Lender at the address
provided to the Borrower or to such other place as Lender may from time to time
direct by written notice to the Borrower.




 





9. 
Waiver.  The Borrower, for
itself and its successors, transfers and assigns, waives presentment, dishonor,
protest, notice of protest, demand for payment and dishonor in nonpayment of
this Note, bringing of suit or diligence of taking any action to collect any
sums owing hereunder or in proceeding against any of the rights and properties
securing payment hereunder.




 





10.
Severability.  If any provision of
this Note or the application thereof to any persons or entities or
circumstances shall, to any extent, be invalid or unenforceable, the remainder
of this Note shall not be deemed affected thereby and every provision of this
Note shall be valid and enforceable to the fullest extent permitted by law.




 





11.
No
Partner. 
Lender shall not become or be deemed to be a partner or joint venturer with
Borrower by reason of any provision of this Note.  Nothing herein shall
constitute Borrower and Lender as partners or joint venturers or require Lender
to participate in or be responsible or liable for any costs, liabilities,
expenses or losses of Borrower.




 





12.
No
Waiver. 
The failure to exercise any rights herein shall not constitute a waiver of the
right to exercise the same or any other right at any subsequent time in respect
of the same event or any other event.




 





13. 
Nonrecourse.  In the event that the
Borrower defaults on this Note, Lender shall look solely to the Borrower for
repayment and none of the members, officers, directors or affiliates of the
Borrower shall have any personal liability for payment hereunder




 





14.
Governing
Law and Venue. 
This Note shall be governed by and construed solely in accordance with the laws
of the State of Texas without giving effect to
applicable conflict of laws provisions. Borrower and Lender agree that the sole
jurisdiction and venue for any litigation arising out of the Note involving
Borrower or Lender shall be in the appropriate federal or state court located
in Bexar County, Texas.




 





15.
Entire
Agreement. 
This Note contains the entire understanding and agreement between the parties
with respect to the subject matter herein and may not be altered or amended
except by the written agreement of the parties.




 





16.
Counterparts.  This Note may be
executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.  Facsimile executions of this Note shall be deemed original.



-4-




 




IN WITNESS WHEREOF, Borrower has executed
this Note as of the date first hereinabove written.




 




COMPETITIVE
COMPANIES, INC.,




a Nevada
Corporation








 








 








By:                                                                               


        William H. Gray,
Chief Executive Officer









 








Acknowledged
and Agreed:




 




Wytec
International, Inc.,


A
Nevada corporation




 




 




By: 
                                                                 


William H. Gray, Chief Executive Officer




-5-





Schedule A to Note


Dated _____, 2017


Payable By Competitive Companies, Inc.


to Wytec International Inc.




 




 





  



	
  Date
  of Advance or Repayment

  	
  Amount
  of Advance

  	
  Amount
  of Repayment

  	
  Cumulative
  Outstanding Balance