AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
This Amendment is an amendment dated July 25, 2002 to the AGREEMENT AND
PLAN OF REORGANIZATION ["Agreement"], dated as of December 19, 2001, by and
among Huntington Telecommunications Partners, L.P., a California limited
partnership ("HTP"), Competitive Companies Holdings, Inc., a Nevada corporation
("CCH"), and Competitive Companies, Inc., a Nevada corporation ("CCI").
Section 6.15 of the Agreement is amended to read as follows:
6.15 Registration of Shares. HTP shall have the right to rescind this transaction
if the following shall occur:
(a) within 390 days following the Closing Date, the SEC (i) has not
declared effective the Form SB-2 registering the CCH Common Stock to be received
by HTP as the Initial Purchase Price pursuant to the Reorganization; (ii) has
issued a stop order suspending the effectiveness of the Form SB-2 or any part
thereof; or (iii) has initiated or threatened to issue a stop order suspending
the effectiveness of the Form SB-2 or any part thereof;
All other terms and conditions of the Agreement remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date first written above by their respective officers thereunto duly
authorized.
HTP: Huntington Telecommunications Partners, L.P.
By: KBL Investment Co.
Its: General Partner
By: /s/Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: President
CCH: Competitive Companies Holdings, Inc.
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By: /s/Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: President
CCI:
By: /s/Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Chief Financial Officer
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