EXHIBIT 4.4



                  COMPETITIVE TECHNOLOGIES, INC.
                 2000 DIRECTORS STOCK OPTION PLAN
                    As Amended January 24, 2003

1.   Purpose

     This Stock Option Plan (the "Plan") is intended to assist
Competitive Technologies, Inc., a Delaware corporation (the
"Company"), in attracting and retaining qualified directors
("Directors") and to further align the interests of current and
future Directors with the long-term objectives of stockholders and
to provide to Directors a widely accepted means of increasing their
stake in the Company.  Benefits realized under the Plan will mirror
increases in value actually available to every stockholder.

2.   Eligibility

     The persons who shall be eligible to receive options under the
Plan ("Options") shall be Directors of the Company who are not
employees of the Company or any subsidiary of the Company (the
"Eligible Directors" or "Grantees").

3.   Stock

     Subject to the provisions of Section 10, an aggregate of
400,000 shares of the Company's common stock, $.01 par value
("Common Stock") will be reserved for issuance upon the exercise of
Options to be granted from time to time under the Plan.  In the
event that any outstanding Option under the Plan for any reason
expires or is canceled or terminated, the shares of Common Stock
allocable to the unexercised portion of such Option may again be
subject to an Option under the Plan.  The Company's obligation to
grant Options hereunder is limited to the number of shares of
Common Stock available for issuance hereunder, as described in the
preceding two sentences.  In the event that, on the date of grant,
the number of shares available under the Plan is less than the
number of shares needed for the Options to be granted on such date,
then the Option to be granted to each Director eligible to receive
an Option on such date shall be prorated, according to the number
of shares available under this section.  Nothing contained herein
shall obligate the Company to issue an Option for a fractional
share of Common Stock.

4.   Administration

     The Board of Directors (the "Board") will administer and
interpret the Plan, prescribe, amend and rescind any rules or
regulations necessary or appropriate for the administration of the
Plan, and make such other determinations and take such other
actions it deems necessary or advisable.  All decisions,
determinations, interpretations and other actions by the Board
shall be final and binding on all Grantees of Options granted under
the Plan and all persons deriving their rights from a Grantee.  No
member of the Board shall be liable for any action taken or failed
to be taken in good faith or determination made pursuant to the
Plan.

5.   Terms and Conditions of Options

     Options granted pursuant to the Plan shall be evidenced by
Option agreements in such form as the Board shall from time to time
approve ("Option Agreements"), which Option Agreements shall comply
with and be subject to the following terms and conditions:

     (a)  Grant of Options.

          (i)  Initial Grant.  On the day of the next annual meeting of
     stockholders, expected to be held in January 2000, each individual
     who, on such date, is elected as a Director at such meeting and is
     an Eligible Director, shall receive an Option for 10,000 shares of
     the Company's Common Stock.  Thereafter, on the date any new
     Eligible Director is elected to office during the term of this
     Plan, whether by the stockholders or by the Board, such new
     Eligible Director shall receive an Option for 10,000 shares of the
     Company's Common Stock.

          (ii) Annual Grants.  Each Eligible Director holding office on the
     first business day in January of each year subsequent to the date
     on which such person received an Option grant pursuant to Section
     5(a)(i) above will receive, on that date, an additional Option for
     10,000 shares of the Company's Common Stock.

     (b)  Fair Market Value.  The fair market value for purposes of the
Plan is defined as the average of the high and the low sales prices
as of a specified date as reported on the principal exchange on
which the Company's Common Stock is traded, or if such sales price
is not available, as determined in good faith (using customary
valuation methods) by resolution of the Board ("Fair Market
Value").

     (c)  Option Price.  Each Option Agreement shall state the price at
which the Option shares therein may be exercised, which price shall
be not less than 100% of the Fair Market Value on the date of
grant.  Subject to the foregoing, the exercise price under any
Option shall be determined by the Board in its sole discretion.

     (d)  Term.  The term of any Option shall be ten years from its
grant date.

     (e)  Exercisability. Each Option shall be 100% vested upon grant.

     (f)  Transferability.  The Board shall retain the authority and
discretion to permit an Option to be transferable as long as such
transfers are made only to one or more of the following: children
of Grantee, spouse of Grantee, or grandchildren of Grantee, or
trusts in which Grantee and/or the aforementioned family members
("Permitted Transferees") have more than 50% of the beneficial
interest, provided that such transfer is a bona fide gift and
accordingly, the Grantee receives no value for the transfer as
provided in the instructions to SEC Form S-8, and that the Options
transferred continue to be subject to the same terms and conditions
that were applicable to the Options immediately prior to the
transfer. Options are also subject to transfer by will or the laws
of descent and distribution.  Options granted pursuant to this Plan
shall not be otherwise transferred, assigned, pledged, hypothecated
or disposed of in any way, whether by operation of law or
otherwise. A Permitted Transferee may not subsequently transfer an
Option. The designation of a beneficiary shall not constitute a
transfer.

     (g)  Termination of Option.  An Option shall terminate and shall
not be exercisable if Grantee ceases to be a Director of the
Company, as follows: (i) if such Grantee's directorship is
terminated on account of death or permanent disability, Grantee or
his or her successors or assigns may at any time within one year
after termination of Grantee's directorship exercise the Option and
(ii) if such Grantee's directorship is terminated for any reason
other than death or permanent disability, Grantee or his or her
successors or assigns may at any time within 180 days after
termination of Grantee's directorship exercise the Option; provided
that the Board shall have the discretion to amend Options
previously granted to provide that such Options may continue to be
exercisable for specified additional periods following termination
of a Grantee's directorship, as authorized by the Board.
Notwithstanding the foregoing provisions of this Section 5(g), an
Option may not be exercised to any extent by anyone after the
expiration of its term.  For purposes of this Section 5(g),
"permanent disability" shall mean a physical or mental impairment
which is expected to be of long and continuous duration or expected
to end in death, which impairment prevents the Grantee from
performing his duties as a Director.  The determination of the
Board as to whether a Grantee is permanently disabled shall be
final and binding on all persons.

     (h)  Minimum Exercise.  The minimum number of shares with respect
to which an Option may be exercised in part at any time is 100.

     6.   Restrictions on Shares

     (a)  Investment Purposes, Etc.  Prior to the issuance or delivery
of any shares of the Common Stock under the Plan, the person
exercising the Option may be required to:

          (i)  represent and warrant that the shares of Common Stock to be
     acquired upon exercise of the Option are being acquired for
     investment for the account of such person and not with a view to
     resale or other distribution thereof;

          (ii) represent and warrant that such person will not, directly or
     indirectly, sell, transfer, assign, pledge, hypothecate or
     otherwise dispose of any such shares unless the sale, transfer,
     assignment, pledge, hypothecation or other disposition of the
     shares is pursuant to the provisions of this Plan and effective
     registrations under the  Securities Act of 1933, as amended ("1933
     Act") and any applicable state or foreign securities laws or
     pursuant to appropriate exemptions from any such registrations; and

          (iii) execute such further documents as may reasonably be
     required by the Board upon exercise of the Option or any part
     thereof, including but not limited to any stock restriction
     agreement that the Board may choose to require.

     (b)  Resale Restrictions.  Nothing in this Plan shall assure any
Grantee that shares issuable under the Option are registered on a
Form S-8 under the 1933 Act or on any other Form.  The certificate
or certificates representing the shares of Common Stock to be
issued or delivered upon exercise of an Option may bear a legend
evidencing the foregoing and other legends required by any
applicable securities laws.  Furthermore, nothing herein or any
Option granted hereunder will require the Company to issue any
Common Stock upon exercise of any Option if the issuance would, in
the opinion of counsel for the Company, constitute a violation of
the 1933 Act, applicable state or foreign securities laws, or any
other applicable rule or regulation then in effect. The Company
shall have no liability for failure to issue shares upon any
exercise of Options because of a delay pending the meeting of any
such requirements.

     (c)  Registration.  If the Company should elect in the future to
register under the 1933 Act shares issuable under this Plan, the
Board may modify or eliminate such of the foregoing representations
and warranties as the Board may deem appropriate.

     7.   Payment for Shares

     (a)  Cash.  Payment in full for shares purchased under an
Option may be made in cash (including check, bank draft or money
order) at the time that the Option is exercised.

     (b)  Stock.  In lieu of cash a Grantee may make payment for
Common Stock purchased under an Option, in whole or in part, by
tendering to the Company in good form for transfer, shares of
Common Stock valued at Fair Market Value on the date the Option is
exercised.  Such shares must have been owned by the Grantee or the
Grantee's representative for a period of at least six months prior
to the exercise of the Option.

     8.   Use of Proceeds from Stock

     Cash proceeds from the sale of stock pursuant to Options
granted under the Plan shall constitute general funds of the
Company.

     9.   No Implied Covenants

     Neither this Plan nor any action taken hereunder shall be
construed as giving any Director any right to be retained in
office.

     10.  Adjustments

     Changes or adjustments in the Option price, number of shares
subject to an Option or other specifics as the Board should decide
will be considered or made pursuant to the following rules:

     (a)  Upon Changes in Common Stock.  If the outstanding Common
Stock is increased or decreased, or is changed into or exchanged
for a different number or kinds of shares or securities, as a
result of one or more reorganizations, recapitalization, stock
splits, reverse stock splits, split-up, combination of shares,
exchange of shares, change in corporate structure, or otherwise,
appropriate adjustments will be made in the exercise price and/or
the number and/or kind of shares or securities for which Options
may thereafter be granted under this Plan and for which Options
then outstanding under this Plan may thereafter be exercised. The
Board will make such adjustments as it may deem fair, just and
equitable to prevent substantial dilution or enlargement of the
rights granted to or available for Grantees.  No adjustment
provided for in this Section 10 will require the Company to issue
or sell a fraction of a share or other security.  Nothing in this
Section will be construed to require the Company to make any
specific or formula adjustment.

     (b)  Prohibited Adjustment.  If any such adjustment provided
for in this Section 10 requires the approval of stockholders in
order to enable the Company to grant or amend Options, then no such
adjustment will be made without the required stockholder approval.

     (c)  Further Limitations.  Nothing in this Section will
entitle the Grantee to adjustment of his or her Option in the
following circumstances:

           (i) The issuance or sale of additional shares of the Common Stock
     through public offering or otherwise;

          (ii) The issuance or authorization of an additional class of
     capital stock of the Company;

         (iii) The conversion of convertible preferred stock or debt of
               the Company into Common Stock; and

          (iv) The payment of dividends except as provided in Section 10(a).

     The grant of an Option shall not affect in any way the right
or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure, to
merge or consolidate or to dissolve, liquidate, sell or transfer
all or any part of its business or assets.

11.  Corporate Reorganizations

     Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company as a result
of which the outstanding securities of the class then subject to
Options hereunder are changed into or exchanged for cash or
property or securities not of the Company's issue, or upon a sale
of substantially all the property of the Company to, or the
acquisition of stock representing more than 80% of the voting power
of the stock of the Company then outstanding, by another
corporation or person, the Plan will terminate and all Options will
lapse.  The result described above will not occur if a provision is
made in writing in connection with such transaction for the
continuance of the Plan and/or for the assumption of Options
earlier granted, or the substitution for such Options, or options
covering the stock of a successor corporation, or a parent or a
subsidiary thereof, with appropriate adjustments as to the number
of shares and prices, in which event the Plan and Options
theretofore granted will continue in the manner and under the terms
so provided.

12.  Rights as a Stockholder

     A Grantee shall have no rights as a stockholder with respect
to any Common Stock covered by his or her Option until the date of
issuance of the stock certificate to the Grantee after receipt of
the consideration in full set forth in the Option Agreement.
Except as provided in Section 10 hereof, no adjustments will be
made for dividends, whether ordinary or extraordinary, whether in
cash, securities, or other property, or other distributions for
which the record date is prior to the date on which the stock
certificate is issued to the Grantee.

13.  Legal Requirements

     (a)  Compliance with All Laws.  The Company will not be
required to issue or deliver any certificates for shares of Common
Stock prior to (a) the listing of any such Common Stock to be
acquired pursuant to the exercise of any Option on any stock
exchange on which the Common Stock may then be listed, and (b) the
compliance with any registration requirements or qualification of
such shares under any federal securities laws, including without
limitation the 1933 Act, the rules and regulations promulgated
thereunder, or state securities laws and regulations, the
regulations of any stock exchange or interdealer quotation system
on which the Company's securities may then be listed, or obtaining
any ruling or waiver from any government body which the Company
may, in its sole discretion, determine to be necessary or
advisable, or which, in the opinion of counsel to the Company, is
otherwise required.

     (b)  Plan Subject to Delaware Law.  All questions arising with
respect to the provisions of the Plan will be determined by the
laws of the state of Delaware except to the extent that Delaware
laws are preempted by any federal law.

14.  Modification, Extension and Renewal

     (a)  Options.  Subject to the conditions of, and within the
limitations prescribed in the Plan herein, the Board may modify,
cancel or renew outstanding Options.  Notwithstanding the
foregoing, no modification will, without the prior written consent
of the Grantee, alter, impair or waive any rights or obligations
associated with any Option earlier granted under the Plan.

     (b)  Plan.  The Board at any time, and from time to time, may
interpret, amend or discontinue the Plan, subject to the
limitation, however, that, except as provided in Section 10, no
amendment shall be made, except upon stockholder approval, which
will:

          (i)  Increase the number of shares reserved for Options
     under the Plan; or

          (ii) Reduce the Option price below that which is stated
     in this Plan for any Option granted to a Director covered by
     this Plan; or

          (iii)Change the requirements for eligibility for
     participation under the Plan.

15.  Plan Date and Duration

     This Plan shall become effective on the date that the
stockholders approve the Plan at the forthcoming annual meeting of
stockholders expected to be held in January 2000.  Options may not
be granted under the Plan after the first business day of January
2010.