Exhibit 10.2

                                                    EXECUTION COPY
                   REGISTRATION RIGHTS AGREEMENT

     REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of
February 25, 2004, by and between COMPETITIVE TECHNOLOGIES, INC.,
a Delaware corporation, (the "Company"), and FUSION CAPITAL FUND
II, LLC (together with it permitted assigns, the "Buyer").
Capitalized terms used herein and not otherwise defined herein
shall have the respective meanings set forth in the Common Stock
Purchase Agreement by and between the parties hereto, dated as of
the date hereof (as amended, restated, supplemented or otherwise
modified from time to time, the "Purchase Agreement").

                             WHEREAS:

     A.   The Company has agreed, upon the terms and subject to
the conditions of the Purchase Agreement, to issue to the Buyer
(i) up to Five Million Dollars ($5,000,000) of the Company's
common stock, par value $0.01 per share (the "Common Stock") (the
"Purchase Shares"), and (ii) such number of shares of Common Stock
as is required pursuant to Section 4(f) of the Purchase Agreement
(the "Commitment Shares"); and

     B.   To induce the Buyer to enter into the Purchase
Agreement, the Company has agreed to provide certain registration
rights under the Securities Act of 1933, as amended, and the rules
and regulations thereunder, or any similar successor statute
(collectively, the "1933 Act"), and applicable state securities
laws.

     NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Buyer hereby agree as follows:

     1.   DEFINITIONS.

          As used in this Agreement, the following terms shall
have the following meanings:

          a.   "Investor" means the Buyer, any transferee or
assignee thereof to whom the Buyer assigns its rights under this
Agreement and who agrees to become bound by the provisions of this
Agreement in accordance with Section 9 and any transferee or
assignee thereof to whom a transferee or assignee assigns its
rights under this Agreement and who agrees to become bound by the
provisions of this Agreement in accordance with Section 9.

          b.   "Person" means any person or entity including any
corporation, a limited liability company, an association, a
partnership, an organization, a business, an individual, a
governmental or political subdivision thereof or a governmental
agency.

          c.   "Register," "registered," and "registration" refer
to a registration effected by preparing and filing one or more
registration statements of the Company in compliance with the 1933
Act and pursuant to Rule 415 under the 1933 Act or any successor
rule providing for offering securities on a continuous basis
("Rule 415"), and the declaration or ordering of effectiveness of
such registration statement(s) by the United States Securities and
Exchange Commission (the "SEC").

          d.   "Registrable Securities" means the Purchase Shares
which have been, or which may from time to time be, issued or
issuable upon purchases of the Available Amount under the Purchase
Agreement (without regard to any limitation or restriction on
purchases) and the Commitment Shares issued or issuable to the
Investor and any shares of capital stock issued or issuable with
respect to the Purchase Shares, the Commitment Shares or the
Purchase Agreement as a result of any stock split, stock dividend,
recapitalization, exchange or similar event or otherwise, without
regard to any limitation on purchases under the Purchase
Agreement.

          e.   "Registration Statement" means the registration
statement of the Company covering the sale of the Registrable
Securities.

     2.   REGISTRATION.

          a.   Mandatory Registration.  The Company shall within
fifteen (15) Trading Days from the date hereof file with the SEC
the Registration Statement.  The Investor and its counsel shall
have a reasonable opportunity to review and comment upon such
registration statement or amendment to such registration statement
and any related prospectus prior to its filing with the SEC.
Investor shall furnish all information reasonably requested by the
Company for inclusion therein.  The Company shall use its
reasonable best efforts to have the Registration Statement or
amendment declared effective by the SEC at the earliest possible
date.  The Company shall use reasonable best efforts to keep the
Registration Statement effective pursuant to Rule 415 promulgated
under the 1933 Act and available for sales of all of the
Registrable Securities at all times until the earlier of (i) the
date as of which the Investor may sell all of the Registrable
Securities without restriction pursuant to Rule 144(k) promulgated
under the 1933 Act (or successor thereto) or (ii) the date on
which (A) the Investor shall have sold all the Registrable
Securities and no Available Amount remains under the Purchase
Agreement (the "Registration Period").  The Registration Statement
(including any amendments or supplements thereto and prospectuses
contained therein) shall not contain any untrue statement of a
material fact or omit to state a material fact required to be
stated therein, or necessary to make the statements therein, in
light of the circumstances in which they were made, not
misleading.

          b.   Rule 424 Prospectus.  The Company shall, as
required by applicable securities regulations, from time to time
file with the SEC, pursuant to Rule 424 promulgated under the 1933
Act, the prospectus and prospectus supplements, if any, to be used
in connection with sales of the Registrable Securities under the
Registration Statement.  The Investor and its counsel shall have a
reasonable opportunity to review and comment upon such prospectus
prior to its filing with the SEC. The Investor shall use its
reasonable best efforts to comment upon such prospectus within one
(1) Trading Day from the date the Investor receives the final
version of such prospectus.

          c.   Sufficient Number of Shares Registered.  In the
event the number of shares available under the Registration
Statement is insufficient to cover all of the Registrable
Securities, the Company shall amend the Registration Statement or
file a new registration statement (a "New Registration
Statement"), so as to cover all of such Registrable Securities as
soon as practicable.  The Company shall use it reasonable best
efforts to cause such amendment and/or New Registration Statement
to become effective as soon as practicable following the filing
thereof.

     3.   RELATED OBLIGATIONS.

          With respect to the Registration Statement and whenever
any Registrable Securities are to be registered pursuant to
Section 2(b) including on any New Registration Statement, the
Company shall use its reasonable best efforts to effect the
registration of the Registrable Securities in accordance with the
intended method of disposition thereof and, pursuant thereto, the
Company shall have the following obligations:

          a.   The Company shall prepare and file with the SEC
such amendments (including post-effective amendments) and
supplements to any registration statement and the prospectus used
in connection with such registration statement, which prospectus
is to be filed pursuant to Rule 424 promulgated under the 1933
Act, as may be necessary to keep the Registration Statement or any
New Registration Statement effective at all times during the
Registration Period, and, during such period, comply with the
provisions of the 1933 Act with respect to the disposition of all
Registrable Securities of the Company covered by the Registration
Statement or any New Registration Statement until such time as all
of such Registrable Securities shall have been disposed of in
accordance with the intended methods of disposition by the seller
or sellers thereof as set forth in such registration statement.

          b.   The Company shall permit the Investor to review and
comment upon the Registration Statement or any New Registration
Statement and all amendments and supplements thereto at least two
(2) Trading Days prior to their filing with the SEC, and not file
any document in a form to which Investor reasonably objects.  The
Investor shall use its reasonable best efforts to comment upon the
Registration Statement or any New Registration Statement and any
amendments or supplements thereto within two (2) Trading Days from
the date the Investor receives the final version thereof.  The
Company shall furnish to the Investor, without charge any
correspondence from the SEC or the staff of the SEC to the Company
or its representatives relating to the Registration Statement or
any New Registration Statement.

          c.   Upon request of the Investor, the Company shall
furnish to the Investor, (i) promptly after the same is prepared
and filed with the SEC, at least one copy of such registration
statement and any amendment(s) thereto, including financial
statements and schedules, all documents incorporated therein by
reference and all exhibits, (ii) upon the effectiveness of any
registration statement, ten (10) copies of the prospectus included
in such registration statement and all amendments and supplements
thereto (or such other number of copies as the Investor may
reasonably request) and (iii) such other documents, including
copies of any preliminary or final prospectus, as the Investor may
reasonably request from time to time in order to facilitate the
disposition of the Registrable Securities owned by the Investor.

          d.   The Company shall use reasonable best efforts to
(i) register and qualify the Registrable Securities covered by a
registration statement under such other securities or "blue sky"
laws of such jurisdictions in the United States as the Investor
reasonably requests, (ii) prepare and file in those jurisdictions,
such amendments (including post-effective amendments) and
supplements to such registrations and qualifications as may be
necessary to maintain the effectiveness thereof during the
Registration Period, (iii) take such other actions as may be
necessary to maintain such registrations and qualifications in
effect at all times during the Registration Period, and (iv) take
all other actions reasonably necessary or advisable to qualify the
Registrable Securities for sale in such jurisdictions; provided,
however, that the Company shall not be required in connection
therewith or as a condition thereto to (x) qualify to do business
in any jurisdiction where it would not otherwise be required to
qualify but for this Section 3(d), (y) subject itself to general
taxation in any such jurisdiction, or (z) file a general consent
to service of process in any such jurisdiction.  The Company shall
promptly notify the Investor who holds Registrable Securities of
the receipt by the Company of any notification with respect to the
suspension of the registration or qualification of any of the
Registrable Securities for sale under the securities or "blue sky"
laws of any jurisdiction in the United States or its receipt of
actual notice of the initiation or threatening of any proceeding
for such purpose.

          e.   As promptly as practicable after becoming aware of
such event or facts, the Company shall notify the Investor in
writing of the happening of any event or existence of such facts
as a result of which the prospectus included in any registration
statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not
misleading, and promptly prepare a supplement or amendment to such
registration statement to correct such untrue statement or
omission, and deliver ten (10) copies of such supplement or
amendment to the Investor (or such other number of copies as the
Investor may reasonably request).  The Company shall also promptly
notify the Investor in writing (i) when a prospectus or any
prospectus supplement or post-effective amendment has been filed,
and when a registration statement or any post-effective amendment
has become effective (notification of such effectiveness shall be
delivered to the Investor by facsimile on the same day of such
effectiveness and by overnight mail), (ii) of any request by the
SEC for amendments or supplements to any registration statement or
related prospectus or related information, and (iii) of the
Company's reasonable determination that a post-effective amendment
to a registration statement would be appropriate.

          f.   The Company shall use its reasonable best efforts
to prevent the issuance of any stop order or other suspension of
effectiveness of any registration statement, or the suspension of
the qualification of any Registrable Securities for sale in any
jurisdiction and, if such an order or suspension is issued, to
obtain the withdrawal of such order or suspension at the earliest
possible moment and to notify the Investor of the issuance of such
order and the resolution thereof or its receipt of actual notice
of the initiation or threat of any proceeding for such purpose.

          g.   The Company shall (i) cause all the Registrable
Securities to be listed on each securities exchange on which
securities of the same class or series issued by the Company are
then listed, if any, if the listing of such Registrable Securities
is then permitted under the rules of such exchange, or (ii) secure
designation and quotation of all the Registrable Securities on the
Principal Market. The Company shall pay all fees and expenses in
connection with satisfying its obligation under this Section.

          h.   The Company shall cooperate with the Investor to
facilitate the timely preparation and delivery of certificates
(not bearing any restrictive legend) representing the Registrable
Securities to be offered pursuant to any registration statement
and enable such certificates to be in such denominations or
amounts as the Investor may reasonably request and registered in
such names as the Investor may request.

          i.   The Company shall at all times provide a transfer
agent and registrar with respect to its Common Stock.

          j.   If reasonably requested by the Investor, the
Company shall (i) immediately incorporate in a prospectus
supplement or post-effective amendment such information as the
Investor reasonably believes should be included therein relating
to the sale and distribution of Registrable Securities, including,
without limitation, information with respect to the number of
Registrable Securities being sold, the purchase price being paid
therefor and any other terms of the offering of the Registrable
Securities; (ii) make all required filings of such prospectus
supplement or post-effective amendment as soon as notified of the
matters to be incorporated in such prospectus supplement or post-
effective amendment; and (iii) supplement or make amendments to
any registration statement.

          k.   The Company shall use its reasonable best efforts
to cause the Registrable Securities covered by the any
registration statement to be registered with or approved by such
other governmental agencies or authorities as may be necessary to
consummate the disposition of such Registrable Securities.

          l.   Within one (1) Trading Day after any registration
statement which includes the Registrable Securities is ordered
effective by the SEC, the Company shall deliver, and shall cause
legal counsel for the Company to deliver, to the transfer agent
for such Registrable Securities (with copies to the Investor)
confirmation that such registration statement has been declared
effective by the SEC substantially in the form attached hereto as
Exhibit A.

          m.   The Company shall take all other reasonable actions
necessary to expedite and facilitate disposition by the Investor
of Registrable Securities pursuant to any registration statement.

     4.   OBLIGATIONS OF THE INVESTOR.

          a.   The Company shall notify the Investor in writing of
the information the Company reasonably requires from the Investor
in connection with any registration statement hereunder.  The
Investor shall furnish to the Company such information regarding
itself, the Registrable Securities held by it and the intended
method of disposition of the Registrable Securities held by it as
shall be reasonably required to effect the registration of such
Registrable Securities and shall execute such documents in
connection with such registration as the Company may reasonably
request.

          b.   The Investor agrees to cooperate with the Company
as reasonably requested by the Company in connection with the
preparation and filing of any registration statement hereunder.

          c.   The Investor agrees that, upon receipt of any
notice from the Company of the happening of any event or existence
of facts of the kind described in Section 3(f) or the first
sentence of 3(e), the Investor will immediately discontinue
disposition of Registrable Securities pursuant to any registration
statement(s) covering such Registrable Securities until the
Investor's receipt of the copies of the supplemented or amended
prospectus contemplated by Section 3(f) or the first sentence of
3(e). Notwithstanding anything to the contrary, the Company shall
cause its transfer agent to promptly deliver shares of Common
Stock without any restrictive legend in accordance with the terms
of the Purchase Agreement in connection with any sale of
Registrable Securities with respect to which an Investor has
entered into a contract for sale prior to the Investor's receipt
of a notice from the Company of the happening of any event of the
kind described in Section 3(f) or the first sentence of 3(e) and
for which the Investor has not yet settled.

     5.   EXPENSES OF REGISTRATION.

          All reasonable expenses, other than sales or brokerage
commissions, incurred in connection with registrations, filings or
qualifications pursuant to Sections 2 and 3, including, without
limitation, all registration, listing and qualifications fees,
printers and accounting fees, and fees and disbursements of
counsel for the Company, shall be paid by the Company.

     6.   INDEMNIFICATION.

          a.   To the fullest extent permitted by law, the Company
will, and hereby does, indemnify, hold harmless and defend the
Investor, each Person, if any, who controls the Investor, the
members, the directors, officers, partners, employees, agents,
representatives of the Investor and each Person, if any, who
controls the Investor within the meaning of the 1933 Act or the
Securities Exchange Act of 1934, as amended (the "1934 Act")
(each, an "Indemnified Person"), against any losses, claims,
damages, liabilities, judgments, fines, penalties, charges, costs,
attorneys' fees, amounts paid in settlement or expenses, joint or
several, (collectively, "Claims") incurred in investigating,
preparing or defending any action, claim, suit, inquiry,
proceeding, investigation or appeal taken from the foregoing by or
before any court or governmental, administrative or other
regulatory agency, body or the SEC, whether pending or threatened,
whether or not an indemnified party is or may be a party thereto
("Indemnified Damages"), to which any of them may become subject
insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are
based upon: (i) any untrue statement or alleged untrue statement
of a material fact in the Registration Statement, any New
Registration Statement or any post-effective amendment thereto or
in any filing made in connection with the qualification of the
offering under the securities or other "blue sky" laws of any
jurisdiction in which Registrable Securities are offered ("Blue
Sky Filing"), or the omission or alleged omission to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading, (ii) any untrue statement
or alleged untrue statement of a material fact contained in the
final prospectus (as amended or supplemented, if the Company files
any amendment thereof or supplement thereto with the SEC) or the
omission or alleged omission to state therein any material fact
necessary to make the statements made therein, in light of the
circumstances under which the statements therein were made, not
misleading, (iii) any violation or alleged violation by the
Company of the 1933 Act, the 1934 Act, any other law, including,
without limitation, any state securities law, or any rule or
regulation thereunder relating to the offer or sale of the
Registrable Securities pursuant to the Registration Statement or
any New Registration Statement  or (iv) any material violation by
the Company of this Agreement (the matters in the foregoing
clauses (i) through (iv) being, collectively, "Violations").  The
Company shall reimburse each Indemnified Person promptly as such
expenses are incurred and are due and payable, for any legal fees
or other reasonable expenses incurred by them in connection with
investigating or defending any such Claim.  Notwithstanding
anything to the contrary contained herein, the indemnification
agreement contained in this Section 6(a): (i) shall not apply to a
Claim by an Indemnified Person arising out of or based upon a
Violation which occurs in reliance upon and in conformity with
information furnished in writing to the Company by such
Indemnified Person expressly for use in connection with the
preparation of the Registration Statement, any New Registration
Statement or any such amendment thereof or supplement thereto, if
such prospectus was timely made available by the Company pursuant
to Section 3(c) or Section 3(e); (ii) with respect to any
superceded prospectus, shall not inure to the benefit of any such
person from whom the person asserting any such Claim purchased the
Registrable Securities that are the subject thereof (or to the
benefit of any person controlling such person) if the untrue
statement or omission of material fact contained in the superceded
prospectus was corrected in the revised prospectus, as then
amended or supplemented, if such revised prospectus was timely
made available by the Company pursuant to Section 3(c) or Section
3(e), and the Indemnified Person was promptly advised in writing
not to use the incorrect prospectus prior to the use giving rise
to a violation and such Indemnified Person, notwithstanding such
advice, used it; (iii) shall not be available to the extent such
Claim is based on a failure of the Investor to deliver or to cause
to be delivered the prospectus made available by the Company, if
such prospectus was timely made available by the Company pursuant
to Section 3(c) or Section 3(e); and (iv) shall not apply to
amounts paid in settlement of any Claim if such settlement is
effected without the prior written consent of the Company, which
consent shall not be unreasonably withheld.  Such indemnity shall
remain in full force and effect regardless of any investigation
made by or on behalf of the Indemnified Person and shall survive
the transfer of the Registrable Securities by the Investor
pursuant to Section 9.

          b.   In connection with the Registration Statement or
any New Registration Statement, the Investor agrees to severally
and not jointly indemnify, hold harmless and defend, to the same
extent and in the same manner as is set forth in Section 6(a), the
Company, each of its directors, each of its officers who signs the
Registration Statement or any New Registration Statement, each
Person, if any, who controls the Company within the meaning of the
1933 Act or the 1934 Act (collectively and together with an
Indemnified Person, an "Indemnified Party"), against any Claim or
Indemnified Damages to which any of them may become subject, under
the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or
Indemnified Damages arise out of or are based upon any Violation,
in each case to the extent, and only to the extent, that such
Violation occurs in reliance upon and in conformity with written
information about the Investor furnished to the Company by the
Investor expressly for use in connection with such registration
statement; and, subject to Section 6(d), the Investor will
reimburse any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such Claim;
provided, however, that the indemnity agreement contained in this
Section 6(b) and the agreement with respect to contribution
contained in Section 7 shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the
prior written consent of the Investor, which consent shall not be
unreasonably withheld; provided, further, however, that the
Investor shall be liable under this Section 6(b) for only that
amount of a Claim or Indemnified Damages as does not exceed the
net proceeds to the Investor as a result of the sale of
Registrable Securities pursuant to such registration statement.
Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of such Indemnified Party
and shall survive the transfer of the Registrable Securities by
the Investor pursuant to Section 9.

          c.   Promptly after receipt by an Indemnified Person or
Indemnified Party under this Section 6 of notice of the
commencement of any action or proceeding (including any
governmental action or proceeding) involving a Claim, such
Indemnified Person or Indemnified Party shall, if a Claim in
respect thereof is to be made against any indemnifying party under
this Section 6, deliver to the indemnifying party a written notice
of the commencement thereof, and the indemnifying party shall have
the right to participate in, and, to the extent the indemnifying
party so desires, jointly with any other indemnifying party
similarly noticed, to assume control of the defense thereof with
counsel mutually satisfactory to the indemnifying party and the
Indemnified Person or the Indemnified Party, as the case may be;
provided, however, that an Indemnified Person or Indemnified Party
shall have the right to retain its own counsel with the fees and
expenses to be paid by the indemnifying party, if, in the
reasonable opinion of counsel retained by the indemnifying party,
the representation by such counsel of the Indemnified Person or
Indemnified Party and the indemnifying party would be
inappropriate due to actual or potential differing interests
between such Indemnified Person or Indemnified Party and any other
party represented by such counsel in such proceeding. The
Indemnified Party or Indemnified Person shall cooperate fully with
the indemnifying party in connection with any negotiation or
defense of any such action or claim by the indemnifying party and
shall furnish to the indemnifying party all information reasonably
available to the Indemnified Party or Indemnified Person which
relates to such action or claim.  The indemnifying party shall
keep the Indemnified Party or Indemnified Person fully apprised at
all times as to the status of the defense or any settlement
negotiations with respect thereto.  No indemnifying party shall be
liable for any settlement of any action, claim or proceeding
effected without its written consent, provided, however, that the
indemnifying party shall not unreasonably withhold, delay or
condition its consent.  No indemnifying party shall, without the
consent of the Indemnified Party or Indemnified Person, consent to
entry of any judgment or enter into any settlement or other
compromise which does not include as an unconditional term thereof
the giving by the claimant or plaintiff to such Indemnified Party
or Indemnified Person of a release from all liability in respect
to such claim or litigation.  Following indemnification as
provided for hereunder, the indemnifying party shall be subrogated
to all rights of the Indemnified Party or Indemnified Person with
respect to all third parties, firms or corporations relating to
the matter for which indemnification has been made.  The failure
to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action shall not
relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 6,
except to the extent that the indemnifying party is prejudiced in
its ability to defend such action.

          d.   The indemnification required by this Section 6
shall be made by periodic payments of the amount thereof during
the course of the investigation or defense, as and when bills are
received or Indemnified Damages are incurred.

          e.   The indemnity agreements contained herein shall be
in addition to (i) any cause of action or similar right of the
Indemnified Party or Indemnified Person against the indemnifying
party or others, and (ii) any liabilities the indemnifying party
may be subject to pursuant to the law.

     7.   CONTRIBUTION.

          To the extent any indemnification by an indemnifying
party is prohibited or limited by law, the indemnifying party
agrees to make the maximum contribution with respect to any
amounts for which it would otherwise be liable under Section 6 to
the fullest extent permitted by law; provided, however, that: (i)
no seller of Registrable Securities guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933
Act) shall be entitled to contribution from any seller of
Registrable Securities who was not guilty of fraudulent
misrepresentation; and (ii) contribution by any seller of
Registrable Securities shall be limited in amount to the net
amount of proceeds received by such seller from the sale of such
Registrable Securities.

     8.   REPORTS AND DISCLOSURE UNDER THE SECURITIES ACTS.

          With a view to making available to the Investor the
benefits of Rule 144 promulgated under the 1933 Act or any other
similar rule or regulation of the SEC that may at any time permit
the Investor to sell securities of the Company to the public
without registration ("Rule 144"), the Company agrees, at the
Company's sole expense, to:

          a.   make and keep public information available, as
those terms are understood and defined in Rule 144;

          b.   file with the SEC in a timely manner all reports
and other documents required of the Company under the 1933 Act and
the 1934 Act so long as the Company remains subject to such
requirements and the filing of such reports and other documents is
required for the applicable provisions of Rule 144; and

          c.   furnish to the Investor so long as the Investor
owns Registrable Securities, promptly upon request, (i) a written
statement by the Company that it has complied with the reporting
and or disclosure provisions of Rule 144, the 1933 Act and the
1934 Act, (ii) a copy of the most recent annual or quarterly
report of the Company and such other reports and documents so
filed by the Company, and (iii) such other information as may be
reasonably requested to permit the Investor to sell such
securities pursuant to Rule 144 without registration.

          d.   take such additional action as is reasonably
requested by the Investor to enable the Investor to sell the
Registrable Securities pursuant to Rule 144, including, without
limitation, delivering all such legal opinions, consents,
certificates, resolutions and instructions to the Company's
Transfer Agent as may be requested from time to time by the
Investor and otherwise reasonably cooperate with Investor and
Investor's broker to effect such sale of securities pursuant to
Rule 144.

          The Company agrees that damages may be an inadequate
remedy for any breach of the terms and provisions of this Section
8 and that Investor shall, whether or not it is pursuing any
remedies at law, be entitled to seek equitable relief in the form
of a preliminary or permanent injunctions, without having to post
any bond or other security, upon any breach or threatened breach
of any such terms or provisions.


     9.   ASSIGNMENT OF REGISTRATION RIGHTS.

          The Company shall not assign this Agreement or any
rights or obligations hereunder without the prior written consent
of the Investor, including by merger or consolidation.  The
Investor may not assign its rights under this Agreement without
the written consent of the Company, other than to an affiliate of
the Investor controlled by Steven G. Martin or Joshua B.
Scheinfeld.

     10.  AMENDMENT OF REGISTRATION RIGHTS.

          Provisions of this Agreement may be amended and the
observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively),
only with the written consent of the Company and the Investor.

     11.  MISCELLANEOUS.

          a.   A Person is deemed to be a holder of Registrable
Securities whenever such Person owns or is deemed to own of record
such Registrable Securities.  If the Company receives conflicting
instructions, notices or elections from two or more Persons with
respect to the same Registrable Securities, the Company shall act
upon the basis of instructions, notice or election received from
the registered owner of such Registrable Securities.

          b.   Any notices, consents, waivers or other
communications required or permitted to be given under the terms
of this Agreement must be in writing and will be deemed to have
been delivered:  (i) upon receipt, when delivered personally; (ii)
upon receipt, when sent by facsimile (provided confirmation of
transmission is mechanically or electronically generated and kept
on file by the sending party); or (iii) one (1) Trading Day after
deposit with a nationally recognized overnight delivery service,
in each case properly addressed to the party to receive the same.
The addresses and facsimile numbers for such communications shall
be:

     If to the Company:
          Competitive Technologies, Inc.
          1960 Bronson Road, Building 1
          Fairfield, CT 06824
          Telephone:          203-255-6044
          Facsimile:          203-254-1102
          Attention:     Chief Executive Officer

     With a copy to:
          Seyfarth Shaw, LLP
          55 E. Monroe, Suite 4200
          Chicago, IL 60603
          Telephone:          312-346-8000
          Facsimile:          312-269-8869
          Attention:          Allan J. Reich

     If to the Investor:
          Fusion Capital Fund II, LLC
          222 Merchandise Mart Plaza, Suite 9-112
          Chicago, IL 60654
          Telephone:          312-644-6644
          Facsimile:          312-644-6244
          Attention:          Steven G.  Martin

or at such other address and/or facsimile number and/or to the
attention of such other person as the recipient party has
specified by written notice given to each other party three (3)
Trading Days prior to the effectiveness of such change.  Written
confirmation of receipt (A) given by the recipient of such notice,
consent, waiver or other communication, (B) mechanically or
electronically generated by the sender's facsimile machine
containing the time, date, recipient facsimile number and an image
of the first page of such transmission or (C) provided by a
nationally recognized overnight delivery service, shall be
rebuttable evidence of personal service, receipt by facsimile or
receipt from a nationally recognized overnight delivery service in
accordance with clause (i), (ii) or (iii) above, respectively.

          c.   Failure of any party to exercise any right or
remedy under this Agreement or otherwise, or delay by a party in
exercising such right or remedy, shall not operate as a waiver
thereof.

          d.   The corporate laws of the State of Delaware shall
govern all issues concerning the relative rights of the Company
and its stockholders.  All other questions concerning the
construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of
Illinois, without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of Illinois or any
other jurisdictions) that would cause the application of the laws
of any jurisdictions other than the State of Illinois.   Each
party hereby irrevocably submits to the exclusive jurisdiction of
the state and federal courts sitting the City of Chicago, for the
adjudication of any dispute hereunder or in connection herewith or
with any transaction contemplated hereby or discussed herein, and
hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject
to the jurisdiction of any such court, that such suit, action or
proceeding is brought in an inconvenient forum or that the venue
of such suit, action or proceeding is improper.  Each party hereby
irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such
notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any
way any right to serve process in any manner permitted by law.  If
any provision of this Agreement shall be invalid or unenforceable
in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this
Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND
AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY
DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

          e.   This Agreement, and the Purchase Agreement
constitute the entire agreement among the parties hereto with
respect to the subject matter hereof and thereof.  There are no
restrictions, promises, warranties or undertakings, other than
those set forth or referred to herein and therein.  This Agreement
and the Purchase Agreement supersede all prior agreements and
understandings among the parties hereto with respect to the
subject matter hereof and thereof.

          f.   Subject to the requirements of Section 9, this
Agreement shall inure to the benefit of and be binding upon the
permitted successors and assigns of each of the parties hereto.

          g.   The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the
meaning hereof.

          h.   This Agreement may be executed in identical
counterparts, each of which shall be deemed an original but all of
which shall constitute one and the same agreement.  This
Agreement, once executed by a party, may be delivered to the other
party hereto by facsimile transmission of a copy of this Agreement
bearing the signature of the party so delivering this Agreement.

          i.   Each party shall do and perform, or cause to be
done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates,
instruments and documents, as the other party may reasonably
request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the
transactions contemplated hereby.

          j.   The language used in this Agreement will be deemed
to be the language chosen by the parties to express their mutual
intent and no rules of strict construction will be applied against
any party.

          k.   This Agreement is intended for the benefit of the
parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision
hereof be enforced by, any other Person.



                            * * * * * *


          IN WITNESS WHEREOF, the parties have caused this
Registration Rights Agreement to be duly executed as of day and
year first above written.



                              THE COMPANY:

                              COMPETITIVE TECHNOLOGIES, INC.


                              By:_s/John B. Nano___________
                              Name:  John B. Nano
                              Title: President and CEO


                              BUYER:

                              FUSION CAPITAL FUND II, LLC
                              BY: FUSION CAPITAL PARTNERS, LLC
                              BY: SGM HOLDINGS CORP.

                              By:_s/Steven G. Martin________
                              Name:  Steven G. Martin
                              Title: President