THIRD ENTERPRISE SERVICE GROUP INC
S-4/A, EX-10.20, 2000-10-27
BLANK CHECKS
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                                 Exhibit # 10.20

                         Sample Note Conversion Addendum

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                         COMPETITIVE COMMUNICATIONS INC.
                            A California Corporation

                                   Addendum 1

                                To A Secured Note

The Secured Note ("Note")  dated  8/11/98 for the amount of  $10,000.00  between
COMPETITIVE  COMMUNICATIONS,  INC., now a wholly owned subsidiary of COMPETITIVE
COMPANIES,  INC., a Nevada Corporation (hereinafter referred to as "Maker"), and
_____________  (hereinafter  referred  to as  "Holder")  is hereby  modified  as
follows.

Maker hereby offers and Holder hereby accepts to receive for full  consideration
and payment for the Note, common stock shares of COMPETITIVE COMPANIES,  INC. at
the  price  of  $1.00  per  share.  This is in lieu of all  other  consideration
specified in the Note  including the 40% discount price off the opening price of
the stock.

In such case that the  opening  price per share is less than  $3.00,  Maker will
issue additional shares of common stock to Holder for the difference between the
opening price per share (if less than $3.00) and $3.00.  (As an example:  If the
current  Note is  $10,000.00.  Maker will upon  receipt of this signed  Addendum
immediately issue 10,000 shares to Holder. If the opening price is $2.00,  Maker
will issue Holder an additional 10,000 shares to bring the total value of shares
(at $1.00 per share value) to $3.00 per share.)

It is further agreed that should  COMPETITIVE  COMPANIES,  INC. fail to file its
application  with the SEC to become a publicly  trading company prior to January
1, 1999,  Holder,  at Holder's  sole  discretion,  may nullify this Addendum and
revert to the  original  terms of the Note by  notifying  Maker in writing on or
before January 31, 2000. Should there arise any discrepancy between the Note and
this Addendum, this Addendum shall take precedence.

IN WITNESS  WHEREOF,  the Maker and Holder have  executed this Addendum 1 to the
aforementioned Secured Note on the date first written below.

HOLDER                                               MAKER
                                             COMPETITIVE COMPANIES, INC. &
__________________________________          COMPETITIVE COMMUNICATIONS INC.
(Name)

----------------------------------         ----------------------------------
(Signature)                                  (Signature)

__________________________________          David Kline
(Print Name)

__________________________________          Chairman & CEO
(Title)

----------------------------------
(Date)



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