EXHIBIT 4.2

                           COMPETITIVE COMPANIES, INC.

                             STOCK OPTION AGREEMENT
                           (2012 Stock Incentive Plan)

         Competitive Companies, Inc. (the "COMPANY"), pursuant to the 2012 Stock
Incentive Plan (as such plan may be amended and/or restated, the "PLAN"), hereby
grants to Optionee listed below  ("OPTIONEE"),  an option to purchase the number
of shares of the Company's Common Stock  ("SHARES") set forth below,  subject to
the terms and  conditions  of the Plan and this Stock Option  Agreement.  Unless
otherwise  defined  herein,  the terms  defined  in the Plan shall have the same
defined meanings in this Stock Option Agreement.

                                   BACKGROUND

         A. Optionee is serving as Chief  Executive  Officer,  President,  Chief
Financial Officer, and Treasurer of the Company (the "Employee") and the Company
desires to award Employee for his or her services to the Company; and

         B. The Company has adopted the 2012 Stock  Incentive  Plan (the "Plan")
pursuant to which shares of common stock,  $0.001 par value, of the Company have
been reserved for issuance under the Plan; and

I. NOTICE OF STOCK OPTION GRANT
-------------------------------

   OPTIONEE:                                            William H. Gray

   DATE OF STOCK OPTION AGREEMENT:                      April 17, 2014

   DATE OF GRANT:                                       April 17, 2014

   VESTING COMMENCEMENT DATE:                           April 17, 2014

   EXERCISE PRICE PER SHARE:                            $0.025

   TOTAL NUMBER OF SHARES UNDERLYING THE OPTION GRANT:  10,000,000 Shares

   TOTAL EXERCISE PRICE:                                $250,000

   TERM/EXPIRATION DATE:                                April 17, 2019

   TYPE OF OPTION:      x  Incentive Stock Option       Non-Qualified
                                                        Stock Option

VESTING  SCHEDULE:  This Option  shall vest and become  exercisable  only to the
extent  that all,  or any  portion  of it,  has  vested in  Optionee.  Except as
otherwise  provided  herein,  the  Option  shall vest in  Optionee  (hereinafter
referred to singularly as a "Vesting Date" and collectively as "Vesting Dates"),
provided that the Optionee is an officer,  director,  consultant, or employee of
the Company on the scheduled  Vesting Date, until the Option is fully vested, as
set forth in the following schedule ("Vesting Schedule"):

        NO. OF SHARES TO BE VESTED                       VESTING DATE
        --------------------------                      --------------
                 4,000,000                              April 17, 2014

                 4,000,000                              April 17, 2015

                 2,000,000                              April 17, 2016


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II.  AGREEMENT
--------------

         1. GRANT OF OPTION. The Company hereby irrevocably grants from the Plan
to Optionee  an Option to purchase  the number of Shares set forth in the Notice
of Stock Option Grant  ("Notice of Grant"),  at the exercise price per Share set
forth in the Notice of Grant (the  "Exercise  Price") and subject to the Vesting
Schedule.  Notwithstanding  anything to the contrary anywhere else in this Stock
Option Agreement, the Option is subject to the terms, definitions and provisions
of the Plan adopted by the Company, which is incorporated herein by reference.

         If designated in the Notice of Grant as an Incentive Stock Option, this
Option is intended to qualify as an Incentive Stock Option as defined in Section
422 of the Code; PROVIDED,  HOWEVER,  that to the extent that the aggregate Fair
Market Value of stock with respect to which  Incentive Stock Options (within the
meaning  of Code  Section  422,  but  without  regard to Code  Section  422(d)),
including the Option,  are exercisable for the first time by Optionee during any
calendar year, exceeds $100,000, such options shall be treated as not qualifying
under Code  Section  422,  but rather  shall be treated as  Non-Qualified  Stock
Options to the extent  required by Code  Section  422. The rule set forth in the
preceding  sentence shall be applied by taking options into account in the order
in which they were granted.  For purposes of these rules,  the Fair Market Value
of stock  shall be  determined  as of the time the option  with  respect to such
stock is granted.

         2. EXERCISE OF OPTION. This Option is exercisable as follows:

                  (a) RIGHT TO EXERCISE.

                           (i) This  Option  shall be  exercisable  cumulatively
                  according  to the Vesting  Schedule set forth in the Notice of
                  Grant.  For  purposes of this Stock Option  Agreement,  Shares
                  subject to this  Option  shall vest as provided in the Vesting
                  Schedule set forth in the Notice of Grant.

                           (ii) This Option may not be exercised  for a fraction
                  of a Share.

                           (iii) In the event of Optionee's death, disability or
                  other termination of Optionee's status as a director, officer,
                  employee,  or consultant  of the Company,  as the case may be,
                  the  exercisability  of the  Option is  governed  by Section 7
                  below and the  Termination  Provisions set forth in the Notice
                  of Grant.

                           (iv) In no event may this Option be  exercised  after
                  the date of expiration of the term of this Option as set forth
                  in the Notice of Grant.

                  (b) METHOD OF EXERCISE.  This Option shall be  exercisable  by
         written Notice  (substantially  in the form attached as EXHIBIT A). The
         Notice  must  state the  number of Shares for which the Option is being
         exercised,  and such other  representations and agreements with respect
         to such  Shares  as may be  required  by the  Company  pursuant  to the
         provisions of the Plan. The Notice must be signed by Optionee and shall
         be  delivered in person or by  certified  mail to the  Secretary of the
         Company.  The Notice  must be  accompanied  by payment of the  Exercise
         Price PLUS payment of any applicable withholding tax. This Option shall
         be deemed to be  exercised  upon receipt by the Company of such written
         Notice  accompanied by the Exercise Price and payment of any applicable
         withholding  tax. No Shares shall be issued pursuant to the exercise of
         an Option  unless  such  issuance  and such  exercise  comply  with all
         relevant  provisions of law and the  requirements of any stock exchange
         upon which the Shares may then be listed. Assuming such compliance, for
         income tax  purposes  the Shares  shall be  considered  transferred  to
         Optionee on the date on which the Option is  exercised  with respect to
         such Shares.

         3. OPTIONEE'S  REPRESENTATIONS.  If the Shares purchasable  pursuant to
the exercise of this Option have not been registered under the Securities Act or
any applicable state laws at the time this Option is exercised,  Optionee shall,
if required by the Company, concurrently with the exercise of all or any portion
of this  Option,  deliver to the  Company his or her  Investment  Representation
Statement  in the form  attached  hereto as  EXHIBIT B and shall make such other
written  representations  as are deemed  necessary or appropriate by the Company
and/or its counsel.

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<PAGE>

         4. LOCK-UP PERIOD.  Optionee hereby agrees that, if so requested by the
Company or any  representative of the underwriters (the "MANAGING  UNDERWRITER")
in connection  with any  registration  of the offering of any  securities of the
Company under the Securities Act or any  applicable  state laws,  Optionee shall
not sell or  otherwise  transfer any Shares or other  securities  of the Company
during the 180-day  period (or such longer period as may be requested in writing
by the  Managing  Underwriter  and  agreed to in writing  by the  Company)  (the
"MARKET  STANDOFF  PERIOD")  following  the  effective  date  of a  registration
statement of the Company filed under the Securities Act; PROVIDED, HOWEVER, that
such  restriction  shall apply only to the first  registration  statement of the
Company to become effective under the Securities Act that includes securities to
be sold on  behalf  of the  Company  to the  public  in an  underwritten  public
offering  under  the  Securities  Act.  The  Company  may  impose  stop-transfer
instructions  with respect to securities  subject to the foregoing  restrictions
until the end of such Market  Standoff  Period and these  restrictions  shall be
binding on any transferee of such Shares.

         5. METHOD OF PAYMENT. Payment of the Exercise Price shall be payable in
US dollars by any of the following, or a combination thereof, at the election of
Optionee:

                  (a) cash;

                  (b) uncertified, or certified check; bank draft; or

                  (c) with the consent of the Company's  Board of Directors (the
         "Board"), which has been granted;

                           (i) by delivery of shares of Common  Stock in payment
                  of all or any part of the Exercise  Price,  which shares shall
                  be valued for this  purpose at the Fair Market  Value (as such
                  term is  defined  in the  Plan) on the  date  such  Option  is
                  exercised; or;

                           (ii) by instructing  the Company to withhold from the
                  Shares of Common Stock  issuable  upon exercise of the option,
                  sufficient  shares of  Common  Stock to pay all or any part of
                  the  Exercise  Price  and/or  any  related   withholding   tax
                  obligations,  which shares shall be valued for this purpose at
                  the  Fair  Market  Value  or in such  other  manner  as may be
                  authorized   from  time  to  time  by  the  Board   ("Cashless
                  Exercise").

         All Shares that shall be  purchased  upon the exercise of the Option as
provided herein shall be fully paid and non-assessable.

         6.  RESTRICTIONS  ON  EXERCISE.  If the  issuance  of Shares  upon such
exercise  or if the  method  of  payment  for such  Shares  would  constitute  a
violation  of any  applicable  federal  or  state  securities  or  other  law or
regulation,  then the Option  may not be  exercised.  The  Company  may  require
Optionee  to make any  representation  and  warranty  to the  Company  as may be
required by any  applicable law or regulation  before  allowing the Option to be
exercised.

         7.  TERMINATION OF  RELATIONSHIP.  In the case Optionee  ceases to be a
director,  officer,  employee,  or consultant  ("Severance"),  this Stock Option
Agreement  shall  terminate with respect to all unvested  Options on the date of
the  Severance,  and with respect to vested  Options,  on the earlier of (i) the
Expiration  Date or (ii) one (1) year from the date of Severance if the Optionee
was disabled  (within the meaning of Section  22(e)(3) of the  Internal  Revenue
Code) at the time of his or her Severance or (iii) one (1) year from the date of
Severance if the Optionee's  death caused the Severance or (iv) ninety (90) days
immediately subsequent to his or her Severance for any other reason.

         8. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred in
any manner except by will or by the laws of descent or  distribution.  It may be
exercised  during the lifetime of Optionee  only by Optionee.  The terms of this
Option shall be binding upon the executors,  administrators,  heirs,  successors
and assigns of Optionee.

         9. TERM OF OPTION.  This Option may be  exercised  only within the term
set forth in the Notice of Grant.

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<PAGE>

         10.  RESTRICTIONS  ON  SHARES.   Optionee  hereby  agrees  that  Shares
purchased  upon the  exercise  of the Option  shall be subject to such terms and
conditions  as the  Board  or the  Administrator  shall  determine  in its  sole
discretion,  including, without limitation,  restrictions on the transferability
of Shares,  the right of the  Company  to  repurchase  Shares,  the right of the
Company  to  require  that  Shares  be  transferred  in  the  event  of  certain
transactions,  a right of first  refusal in favor of the Company with respect to
permitted  transfers of Shares,  tag-along  rights and take-along  rights.  Such
terms and conditions may, in the Administrator's  sole discretion,  be contained
in the Exercise  Notice with respect to the Option or in such other agreement as
the Board or the Administrator  shall determine and which Optionee hereby agrees
to enter into at the request of the Company.

         11. NO RIGHT TO EMPLOYMENT. Nothing in the Plan or in this Stock Option
Agreement  shall  confer  upon  Optionee  any right to serve or  continue  as an
employee,  director or consultant of the Company or any Parent or Subsidiary, or
shall  interfere  with or  restrict  in any way the rights of the Company or any
Parent or Subsidiary, which are hereby expressly reserved, to discharge Optionee
at any time for any  reason  whatsoever,  with or without  cause,  except to the
extent expressly provided  otherwise in a written  employment  agreement between
Optionee and the Company or any Parent or Subsidiary.

         12.  AMENDMENT.  This Option may not be modified or amended without the
written  consent of the Company and  Optionee.  In the event that this Option is
inconsistent  with  that  certain  report  (the  "Report")  regarding  executive
compensation  currently  being  prepared  by  the  Company's  auditors,  Padgett
Stratemann & Co.,  the Company and Optionee  agree to negotiate in good faith to
modify and amend this Option in accordance with the Report.

         This  Stock   Option   Agreement   may  be  executed  in  two  or  more
counterparts,  each of which shall be deemed an original  and all of which shall
constitute one document.

                                       COMPETITIVE COMPANIES, INC.

                                       By:
                                       -----------------------------------------
                                       Name: William H. Gray
                                       Title:Chief Executive Officer


         OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO
         THE OPTION  HEREOF IS EARNED ONLY BY  CONTINUING  AS A BOARD  MEMBER OR
         EXECUTIVE  OFFICER  OR  CONSULTANT  OF THE  COMPANY  AT THE WILL OF THE
         COMPANY (NOT THROUGH THE ACT OF BEING HIRED,  BEING GRANTED THIS OPTION
         OR ACQUIRING  SHARES  HEREUNDER).  OPTIONEE  FURTHER  ACKNOWLEDGES  AND
         AGREES  THAT  NOTHING  IN  THIS  STOCK  OPTION  AGREEMENT,  NOR  IN THE
         COMPANY'S  2012 STOCK  INCENTIVE PLAN WHICH IS  INCORPORATED  HEREIN BY
         REFERENCE,  SHALL  CONFER  UPON  OPTIONEE  ANY RIGHT  WITH  RESPECT  TO
         CONTINUATION  AS A BOARD MEMBER OR EXECUTIVE  OFFICER OR  CONSULTANT OF
         THE COMPANY OR ANY PARENT OR SUBSIDIARY,  NOR SHALL IT INTERFERE IN ANY
         WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE  OPTIONEE
         AS A BOARD MEMBER OR EXECUTIVE  OFFICER OR CONSULTANT AT ANY TIME, WITH
         OR WITHOUT CAUSE AND WITH OR WITHOUT PRIOR NOTICE.

         Optionee acknowledges receipt of a copy of the Plan and represents that
he or she is familiar with the terms and  provisions  thereof.  Optionee  hereby
accepts this Option subject to all of the terms and provisions hereof.  Optionee
has reviewed the Plan and this Option in their entirety,  has had an opportunity
to obtain  the  advice of  counsel  prior to  executing  this  Option  and fully
understands  all provisions of the Option.  Optionee  hereby agrees to accept as
binding,  conclusive and final all decisions or interpretations of the Committee
upon any  questions  arising  under the Plan or this  Option.  Optionee  further
agrees to notify the Company upon any change in the residence  address indicated
below.

Dated:   April 17, 2014                  By:
                                         ---------------------------------------
                                         Name:   William H. Gray

                                         ADDRESS:19206 Huebner Road, Suite 202
                                                 San Antonio, Texas  78258

                                      -4-

<PAGE>
                                    EXHIBIT A

                           COMPETITIVE COMPANIES, INC.

                            2012 STOCK INCENTIVE PLAN

                                 EXERCISE NOTICE

Competitive Companies, Inc.
Attention: Legal Department c/o Secretary

         1.  EXERCISE  OF  OPTION.  Effective  as of  today,  , the  undersigned
("Optionee"),  hereby elects to exercise Optionee's option to purchase _________
shares of the Common Stock (the  "SHARES")  of  Competitive  Companies,  Inc., a
Nevada  corporation  (the  "COMPANY")  under  and  pursuant  to the  2012  Stock
Incentive Plan (as such plan may be amended and/or restated, the "PLAN") and the
Stock  Option   Agreement  dated  April  17,  2014  (the  "OPTION   AGREEMENT").
Capitalized  terms used herein without  definition shall have the meanings given
in the Option Agreement or the Plan.

  DATE OF GRANT:                                                      __________

  NUMBER OF SHARES AS TO WHICH OPTION IS EXERCISED:                   __________

  EXERCISE PRICE PER SHARE:                                           $_________

  TOTAL EXERCISE PRICE:                                               __________

  CERTIFICATE TO BE ISSUED IN NAME OF:                                __________

  CASH PAYMENT DELIVERED HEREWITH:                                    $_________

  IF CASHLESS EXERCISE, NUMBER OF SHARES ISSUABLE:

TYPE OF OPTION:  [x]  Incentive Stock Option    [  ]  Non-Qualified Stock Option

         2. REPRESENTATIONS OF OPTIONEE. Optionee acknowledges that Optionee has
received, read and understood the Plan and the Option Agreement. Optionee agrees
to abide by and be bound by their terms and conditions.

         3. RIGHTS AS STOCKHOLDER.  Until the stock certificate  evidencing such
Shares is issued  (as  evidenced  by the  appropriate  entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote
or receive  dividends  or any other  rights as a  stockholder  shall  exist with
respect to Shares  subject to the Option,  notwithstanding  the  exercise of the
Option.  The Company shall issue (or cause to be issued) such stock  certificate
promptly after the Option is exercised.


                                      A-1
<PAGE>

No  adjustment  will be made for a dividend  or other right for which the record
date is prior to the date the stock certificate is issued, except as provided in
Section 14 of the Plan.  Optionee shall enjoy rights as a stockholder until such
time as Optionee  disposes of the Shares or the Company  and/or its  assignee(s)
exercises the Right of First Refusal or the Take- Along Right hereunder (each as
defined below).  Upon such exercise,  Optionee shall have no further rights as a
holder of such  Shares  except the right to receive  payment  for such Shares in
accordance with the provisions of this Exercise Notice. Optionee shall forthwith
cause the certificate(s) evidencing the Shares so purchased to be surrendered to
the Company for transfer or cancellation.

         4. COMPANY'S RIGHT OF FIRST REFUSAL. Before any Shares held by Optionee
(including,  for purposes of Sections 4 and 5 hereof,  any permitted  transferee
holding Shares) may be sold, pledged, assigned,  hypothecated,  transferred,  or
otherwise  disposed  of  (including  transfer  by  gift  or  operation  of  law)
(collectively,  a "TRANSFER"), the Company or its assignee(s) shall have a right
of first refusal to purchase the Shares on the terms and conditions set forth in
this Section 4 (the "RIGHT OF FIRST REFUSAL"), subject to Sections 4(f) and 4(g)
of this Exercise Notice.

         (A) NOTICE OF PROPOSED TRANSFER.  Optionee shall deliver to the Company
a written notice (the "NOTICE")  stating:  (i) Optionee's bona fide intention to
sell or otherwise Transfer such Shares; (ii) the name of each proposed purchaser
or other transferee  ("PROPOSED  TRANSFEREE");  (iii) the number of Shares to be
Transferred  to each Proposed  Transferee;  and (iv) the bona fide cash price or
other  consideration  for which  Optionee  proposes to Transfer  the Shares (the
"OFFERED  PRICE").  Optionee  shall offer the Shares at the Offered Price to the
Company or its assignee(s).

         (B)  EXERCISE  OF RIGHT OF FIRST  REFUSAL.  Within  five (5) days after
receipt of the Notice,  the Company and/or its  assignee(s) may elect in writing
to purchase all, but not less than all, of the Shares proposed to be transferred
to any one or more of the  Proposed  Transferees.  The  purchase  price  will be
determined in accordance with subsection (c) below.

         (C) PURCHASE PRICE.  The purchase price (the "ROFR PURCHASE PRICE") for
the Shares  repurchased  under this Section shall be the Offered  Price.  If the
Offered Price includes  consideration other than cash, the cash equivalent value
of the non-cash  consideration  shall be determined  by the  Company's  Board of
Directors (the "Board") in good faith.

         (D) PAYMENT.  Payment of the ROFR Purchase  Price shall be made, at the
option of the Company or its assignee(s), in cash (by check), by cancellation of
all or a portion of any outstanding indebtedness of Optionee to the Company (or,
in  the  case  of  repurchase  by an  assignee,  to  the  assignee),  or by  any
combination  thereof  within  thirty (30) days after receipt of the Notice or in
the manner and at the times set forth in the Notice.

                                      A-2
<PAGE>

         (E) OPTIONEE'S RIGHT TO TRANSFER.  If all of the Shares proposed in the
Notice to be transferred to a given Proposed Transferee are not purchased by the
Company and/or its  assignee(s)  as provided in this Section,  then Optionee may
sell or  otherwise  Transfer  such  Shares to that  Proposed  Transferee  at the
Offered Price or at a higher price, provided that such sale or other Transfer is
consummated  within one hundred  twenty  (120) days after the date of the Notice
and  provided  further  that any such  sale or other  Transfer  is  effected  in
accordance  with any  applicable  securities  laws and the  Proposed  Transferee
agrees in writing that (i) the provisions  hereof,  including without limitation
the  provisions of Sections 4 and 5 shall continue to apply to the Shares in the
hands of such Proposed  Transferee and (ii) that such Proposed  Transferee  will
not transfer the Shares to any other purchaser or transferee  unless such future
purchaser or transferee agrees in writing to be bound by the provisions  hereof,
including  without  limitation the provisions of Sections 4 and 5 hereof. If the
Shares  described in the Notice are not  Transferred to the Proposed  Transferee
within such period, a new Notice shall be given to the Company,  and the Company
and/or  its  assignees  shall  again be  offered  the Right of First  Refusal as
provided  herein  before any Shares held by the holder may be sold or  otherwise
Transferred.

         (F) EXCEPTION FOR CERTAIN  FAMILY  TRANSFERS.  Anything to the contrary
contained in this Section 4  notwithstanding,  the Transfer of any or all of the
Shares during Optionee's lifetime or on Optionee's death by will or intestacy to
Optionee's  Immediate Family or a trust for the benefit of Optionee's  Immediate
Family  shall be  exempt  from  the  Right of  First  Refusal.  As used  herein,
"IMMEDIATE FAMILY" shall mean spouse,  lineal descendant or antecedent,  father,
mother,  brother or sister or stepchild (whether or not adopted).  In such case,
the  transferee  or  other  recipient  shall  receive  and hold  the  Shares  so
Transferred  subject to the provisions hereof,  including without limitation the
provisions of Sections 4 and 5 hereof, and there shall be no further Transfer of
such Shares except in accordance with the terms hereof.

         (G)  TERMINATION OF RIGHT OF FIRST REFUSAL.  The Right of First Refusal
shall terminate as to the Shares upon the Public Trading Date of the Shares. For
the purposes of the Stock Option Agreement and this Exercise Notice, the "Public
Trading  Date" of the Shares is the date on which the Shares first become freely
tradable  under the  Securities  Act of 1933,  as amended  (the  "Act"),  either
pursuant to Rule 144 or another  provision  of the Act. The holder of the Shares
may apply to have all restrictive transfer legends removed from the certificates
evidencing  the Shares  without  delivering a notice to the Company  pursuant to
Section  4(a) of this  Exercise  Notice,  provided  that the  request for legend
removal is made at such times and in such manner that removal is accomplished in
compliance with the Act and the rules and regulations promulgated under the Act.

         5.       COMPANY TAKE-ALONG RIGHT.

         (A) APPROVED  SALE.  If the Board shall deliver a notice to Optionee (a
"SALE  EVENT  NOTICE")  stating  that the Board has  approved a sale of all or a
portion of the Company (an "APPROVED  SALE") and specifying the name and address
of the proposed  parties to such  transaction and the  consideration  payable in

                                      A-3
<PAGE>

connection  therewith,  Optionee  shall (i)  consent to and raise no  objections
against the Approved Sale or the process pursuant to which the Approved Sale was
arranged,  (ii) waive any dissenter's rights and other similar rights, and (iii)
if the  Approved  Sale is  structured  as a sale of  securities,  agree  to sell
Optionee's  Shares on the terms and  conditions of the Approved Sale which terms
and conditions  shall treat all  stockholders  of the Company  equally (on a pro
rata  basis),  except that shares  having a  liquidation  preference  may, if so
provided  in  the  documents  governing  such  shares,   receive  an  amount  of
consideration   equal  to  such  liquidation   preference  in  addition  to  the
consideration  being paid to the  holders  of Shares  not  having a  liquidation
preference. Notwithstanding the foregoing, the sale of the Shares in an Approved
Sale shall be further subject to the terms of the Plan.

         Optionee  will take all  necessary  and  desirable  lawful  actions  as
directed by the Board and the stockholders of the Company approving the Approved
Sale in connection with the consummation of any Approved Sale, including without
limitation,  the execution of such  agreements  and such  instruments  and other
actions  reasonably  necessary to (A) provide the  representations,  warranties,
indemnities,  covenants,  conditions,  non-compete agreements, escrow agreements
and other  provisions  and  agreements  relating to such  Approved Sale and, (B)
effectuate the allocation and distribution of the aggregate  consideration  upon
the Approved Sale,  PROVIDED,  that this Section 5 shall not require Optionee to
indemnify   the   purchaser   in  any   Approved   Sale  for   breaches  of  the
representations,   warranties   or   covenants  of  the  Company  or  any  other
stockholder,  except to the extent (x)  Optionee  is not  required to incur more
than its pro  rata  share  of such  indemnity  obligation  (based  on the  total
consideration to be received by all stockholders that are similarly situated and
hold  the  same  class or  series  of  capital  stock)  and (y)  such  indemnity
obligation  is  provided  for and limited to a  post-closing  escrow or holdback
arrangement of cash or stock paid in connection with the Approved Sale.

         (b) COSTS. Optionee will bear Optionee's PRO RATA share (based upon the
amount of  consideration  to be received) of the reasonable costs of any sale of
Shares  pursuant to an Approved  Sale to the extent such costs are  incurred for
the benefit of all  selling  stockholders  of the Company and are not  otherwise
paid by the  Company or the  acquiring  party.  Costs  incurred  by  Optionee on
Optionee's own behalf will not be considered costs of the transaction hereunder.

         (C) SHARE DELIVERY.  At the consummation of the Approved Sale, Optionee
shall,  if  applicable,  deliver  certificates  representing  the  Shares  to be
transferred,  duly endorsed for transfer and  accompanied by all requisite stock
transfer taxes, if any, and the Shares to be transferred shall be free and clear
of any liens,  claims or encumbrances  (other than restrictions  imposed by this
Exercise Notice) and Optionee shall so represent and warrant.

         (D) TERMINATION OF COMPANY TAKE-ALONG RIGHT. The Take-Along Right shall
terminate  as to the  Shares  upon the Public  Trading  Date of the  Shares,  as
defined in Section 4(g) of this Exercise Notice.

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<PAGE>

         6. TAX  CONSULTATION.  Optionee  understands  that  Optionee may suffer
adverse tax  consequences  as a result of Optionee's  purchase or disposition of
the  Shares.  Optionee  represents  that  Optionee  has  consulted  with any tax
consultants  Optionee  deems  advisable  in  connection  with  the  purchase  or
disposition  of the Shares and that  Optionee  is not relying on the Company for
any tax advice.

         7. LOCK-UP  PERIOD.  Optionee hereby agrees that if so requested by the
Company or any  representative of the underwriters (the "MANAGING  UNDERWRITER")
in connection  with any  registration  of the offering of any  securities of the
Company under the Securities Act or any  applicable  state laws,  Optionee shall
not sell or  otherwise  transfer any Shares or other  securities  of the Company
during the 180-day  period (or such longer period as may be requested in writing
by the  Managing  Underwriter  and  agreed to in writing  by the  Company)  (the
"MARKET  STANDOFF  PERIOD")  following  the  effective  date  of a  registration
statement of the Company filed under the  Securities  Act;  PROVIDED,  that such
restriction shall apply only to the first registration  statement of the Company
to become effective under the Securities Act that includes securities to be sold
on behalf of the Company to the public in an underwritten  public offering under
the  Securities  Act.  The Company may impose  stop-transfer  instructions  with
respect to  securities  subject to the foregoing  restrictions  until the end of
such Market Standoff Period.

         8. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.

         (a) LEGENDS.  Optionee  understands  and agrees that the Company  shall
cause the legends set forth below or legends  substantially  equivalent thereto,
to be placed upon any certificate(s) evidencing ownership of the Shares together
with any other legends that may be required by state or federal securities laws:

                  THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN  REGISTERED
                  UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY APPLICABLE
                  STATE  SECURITIES  LAWS  AND  MAY  NOT  BE  OFFERED,  SOLD  OR
                  OTHERWISE  TRANSFERRED,  PLEDGED  OR  HYPOTHECATED  UNLESS AND
                  UNTIL  REGISTERED  UNDER  THE ACT AND  SUCH  LAWS  OR,  IN THE
                  OPINION OF COUNSEL IN FORM AND SUBSTANCE  SATISFACTORY  TO THE
                  ISSUER OF THESE  SECURITIES,  SUCH  OFFER,  SALE OR  TRANSFER,
                  PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

                  THE SHARES  REPRESENTED  BY THIS  CERTIFICATE  ARE  SUBJECT TO
                  CERTAIN  RESTRICTIONS  ON TRANSFER AND RIGHT OF FIRST  REFUSAL
                  OPTIONS HELD BY THE ISSUER OR ITS  ASSIGNEE(S) AS SET FORTH IN
                  THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER
                  OF  THESE  SHARES,  A COPY OF  WHICH  MAY BE  OBTAINED  AT THE
                  PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND
                  RIGHT OF FIRST  REFUSAL  ARE BINDING ON  TRANSFEREES  OF THESE
                  SHARES UNTIL THE SHARES FIRST BECOME FREELY  TRADEABLE IN OPEN
                  MARKET TRANSACTIONS IN A PUBLIC TRADING MARKET UNDER THE ACT.



                                      A-5
<PAGE>

         (b)  STOP-TRANSFER  NOTICES.  Optionee  agrees that, in order to ensure
compliance  with the  restrictions  referred  to herein,  the  Company may issue
appropriate  "stop  transfer"  instructions  to its transfer  agent, if any, and
that,  if the Company  transfers  its own  securities,  it may make  appropriate
notations to the same effect in its own records.

         (c)  REFUSAL TO  TRANSFER.  The Company  shall not be  required  (i) to
transfer on its books any Shares that have been sold or otherwise transferred in
violation of any of the  provisions of this Exercise  Notice or (ii) to treat as
owner of such  Shares or to accord  the  right to vote or pay  dividends  to any
purchaser  or  other   transferee  to  whom  such  Shares  shall  have  been  so
transferred.

         9.  SUCCESSORS  AND  ASSIGNS.  The Company may assign any of its rights
under this Exercise  Notice to single or multiple  assignees,  and this Exercise
Notice shall inure to the benefit of the  successors and assigns of the Company.
Subject to the  restrictions on transfer herein set forth,  this Exercise Notice
shall be binding upon Optionee and his or her heirs, executors,  administrators,
successors and assigns.

         10. REMEDIES  CUMULATIVE.  All rights and remedies under this Agreement
are  cumulative,  and none is intended to be exclusive  of another.  The Company
shall have all rights and remedies  available to it at law or in equity  against
the  Optionee in the event of a breach of this  Agreement  by the  Optionee.  No
delay or omission in insisting upon the strict  observance of performance of any
provision of this  Agreement,  or in  exercising  any right or remedy,  shall be
construed as a waiver or relinquishment  of such provision,  nor shall it impair
such right or remedy.  Every right and remedy may be exercised from time to time
and as often as deemed expedient.

         11. GOVERNING LAW; SEVERABILITY. This Exercise Notice shall be governed
by and  construed in accordance  with the laws of the State of Nevada  excluding
that body of law  pertaining  to conflicts of law.  Should any provision of this
Exercise Notice be determined by a court of law to be illegal or  unenforceable,
the other  provisions  shall  nevertheless  remain  effective  and shall  remain
enforceable.

         12. NOTICES.  Any notice required or permitted hereunder shall be given
in writing and shall be deemed  effectively given upon personal delivery or upon
deposit in the United  States  mail by  certified  mail,  with  postage and fees
prepaid,  addressed to the other party at its address as shown below beneath its
signature,  or to such other address as such party may designate in writing from
time to time to the other party.

                                      A-6
<PAGE>

         13.  FURTHER  INSTRUMENTS.  The parties  agree to execute  such further
instruments  and to take such further  action as may be reasonably  necessary to
carry out the purposes and intent of this Exercise Notice.

         14. DELIVERY OF PAYMENT.  Optionee herewith delivers to the Company the
full Exercise Price for the Shares, as well as any applicable withholding tax.

         15. ENTIRE  AGREEMENT.  The Plan and Option  Agreement are incorporated
herein by reference.  This Exercise  Notice,  the Plan, the Option Agreement and
the Investment  Representation  Statement constitute the entire agreement of the
parties and supersede in their entirety all prior undertakings and agreements of
the Company and Optionee with respect to the subject matter hereof.


Accepted by:                                 Submitted by:

COMPETITIVE COMPANIES, INC.                  OPTIONEE

By:                                          By:
------------------------------------------   -----------------------------------

------------------------------------------   -----------------------------------
Street Address                               Street Address

------------------------------------------   -----------------------------------
City        State            Zip Code        City           State       Zip Code





















                                      A-7
<PAGE>
                                    EXHIBIT B

                       INVESTMENT REPRESENTATION STATEMENT

OPTIONEE       :     _______________________________________

COMPANY        :     Competitive Companies, Inc.

SECURITY       :     Options to purchase Common Stock

AMOUNT         :     _________ shares

DATE           :     _______________________________________

         In connection  with the purchase of the  above-listed  shares of Common
Stock (the  "SECURITIES") of Competitive  Companies,  Inc. (the "COMPANY"),  the
undersigned (the "OPTIONEE") represents to the Company the following:

         (a) Optionee is aware of the Company's  business  affairs and financial
condition and has acquired sufficient  information about the Company to reach an
informed  and  knowledgeable  decision  to acquire the  Securities.  Optionee is
acquiring  these  Securities  for investment for Optionee's own account only and
not with a view to, or for resale in connection with, any "distribution" thereof
within the meaning of the  Securities  Act of 1933, as amended (the  "SECURITIES
ACT").

         (b)  Optionee   acknowledges   and  understands   that  the  Securities
constitute  "restricted  securities"  under the Securities Act and have not been
registered  under the  Securities  Act in  reliance  upon a  specific  exemption
therefrom,  which  exemption  depends upon,  among other  things,  the bona fide
nature of Optionee's investment intent as expressed herein. Optionee understands
that the  Securities  must be held  indefinitely  unless  they are  subsequently
registered  under the Securities Act or an exemption from such  registration  is
available.  Optionee  further  acknowledges  and understands that the Company is
under no obligation to register the Securities.  Optionee  understands  that the
certificate  evidencing  the  Securities  will be imprinted  with a legend which
prohibits  the transfer of the  Securities  unless they are  registered  or such
registration  is not  required  in the  opinion of counsel  satisfactory  to the
Company and any other legend required under applicable state securities laws.

         (c) Optionee is familiar with the  provisions of Rule 701 and Rule 144,
each promulgated  under the Securities Act, which, in substance,  permit limited
public resale of "restricted  securities" acquired,  directly or indirectly from
the issuer  thereof,  in a non-public  offering  subject to the  satisfaction of
certain  conditions.  Rule 701 provides that if the issuer  qualifies under Rule
701 at the time of the grant of the Option to  Optionee,  the  exercise  will be
exempt from registration under the Securities Act.

                                      B-1

<PAGE>

         (d)  In  the  event  the  Company  becomes  subject  to  the  reporting
requirements  of Section 13 or 15(d) of the Securities  Exchange Act of 1934, as
amended,  ninety  (90) days  thereafter  (or such  longer  period as any  market
stand-off  agreement  may require) the  Securities  exempt under Rule 701 may be
resold,  subject to the  satisfaction of certain of the conditions  specified by
Rule 144,  including,  in the case of an  affiliate,  (i) the resale  being made
through a broker in an unsolicited  "broker's  transaction"  or in  transactions
directly  with a market  maker (as said  term is  defined  under the  Securities
Exchange  Act of 1934,  as amended),  (ii) the  availability  of certain  public
information about the Company,  (iii) the amount of Securities being sold during
any three (3) month  period not  exceeding  the  limitations  specified  in Rule
144(e), and (iv) the timely filing of a Form 144, if applicable.

         (e) In the event that the Company  does not  qualify  under Rule 701 at
the time of grant of the Option,  then the  Securities  may be resold  beginning
ninety (90) days after the Company becomes subject to the reporting requirements
of Section 13 or 15(d) of the  Securities  Exchange Act of 1934, as amended,  in
certain  limited  circumstances  subject to the  provisions  of Rule 144,  which
requires the resale to occur not less than six months after the later of (1) the
date the  Securities  were sold by the Company or the date the  Securities  were
sold by an affiliate of the Company,  within the meaning of Rule 144 and (2) the
availability of certain public information about the Company (subject to certain
exceptions);  and, in the case of a sale of the Securities by an affiliate,  the
satisfaction  of the conditions set forth in sections (i), (ii),  (iii) and (iv)
of paragraph (d) of this Statement.

         (f)  Optionee  further  understands  that  in  the  event  all  of  the
applicable requirements of Rule 701 or 144 are not satisfied, registration under
the Securities Act,  compliance  with  Regulation A, or some other  registration
exemption will be required;  and that,  notwithstanding  the fact that Rules 144
and 701 are not exclusive,  the Staff of the Securities and Exchange  Commission
has  expressed  its opinion  that persons  proposing  to sell private  placement
securities  other than in a registered  offering and otherwise  than pursuant to
Rules 144 or 701 will have a substantial burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that such
persons and their respective  brokers who participate in such transactions do so
at their own risk. Optionee understands that no assurances can be given that any
such other registration exemption will be available in such event.

         (g) Optionee  understands and  acknowledges  that the Company will rely
upon the accuracy and truth of the foregoing representations and Optionee hereby
consents to such reliance.

                                     Signature of Optionee:



                                     ------------------------------------------
Date: ___________________,______











                                      B-2