EXHIBIT 10.1

                 COMPETITIVE TECHNOLOGIES, INC.
                1997 EMPLOYEES' STOCK OPTION PLAN
                   As Amended January 19, 2001


1.   Purpose of the 1997 Employees' Stock Option Plan.

     The purpose of the Plan is to enable the Company to attract,
retain and motivate its employees by providing for or increasing
the proprietary interests of such employees in the Company
through increased stock ownership.

     The Plan provides for options which either (i) qualify as
incentive stock options ("Incentive Options") within the meaning
of that term in Section 422 of the Internal Revenue Code of 1986,
as amended, or (ii) do not so qualify under Section 422 of the
Code ("Nonstatutory Options") (collectively "Options").  Any
Option granted under this Plan will be clearly identified at the
time of grant as to whether it is intended to be either an
Incentive Option or a Nonstatutory Option.

2.   Definitions.

     The following terms, when appearing in the text of this Plan
in capitalized form, will have the meanings set out below:

     (a)  "Board" means the Board of Directors of the Company.

     (b)  "Code" means the Internal Revenue Code of 1986, as
heretofore or hereafter amended.

     (c)  "Committee" means the committee appointed by the Board
pursuant to Section 3 below.

     (d)  "Company" means Competitive Technologies, Inc. or any
parent or "subsidiary corporation," as that term is defined by
Section 424(f) of the Code, thereof, unless the context requires
it to be limited to Competitive Technologies, Inc.

     (e)  "Disabled Grantee" means a Grantee who is disabled
within the meaning of Section 422(c)(6) of the Code.

     (f)  "Employees" means the class of employees consisting of
individuals regularly employed by the Company on a full-time
salaried basis who are identified as key employees, or such other
employees as the Committee shall so determine.

     (g)  "Executive Officer" means those individuals who, on the
last day of the taxable year at issue: (i) served as the
Company's chief executive officer or was acting in a similar
capacity, regardless of compensation level; and (ii)  the four
most highly compensated executive officers (other than the chief
executive officer) all as determined pursuant to Treasury
Regulation 1.162-27(c)(2).

     (h)  "Fair Market Value" means, with respect to the common
stock of the Company, the price at which the stock would change
hands between an informed, able and willing buyer and seller,
neither of which is under a compulsion to enter into the
transaction.  Fair Market Value will be determined in good faith
by the Committee in accordance with a valuation method which is
consistent with the guidelines set forth in Treasury Regulation
1.421-7 (e) (2) or any applicable regulations issued pursuant to
Section 422(a) of the Code.  Fair Market Value will be determined
without regard to any restriction other than a restriction which,
by its terms, will never lapse.

     (i)  "Grantee" means an eligible Employee under this Plan
who has been granted an Option.

     (j)  "Incentive Option" means an Option that qualifies for
the benefit described in Section 421 of the Code, by virtue of
compliance with the provisions of Section 422 of the Code.

     (k)  "Nonstatutory Option" means an Option that is not an
Incentive Option.

     (l)  "Option" means either an Incentive Option or a
Nonstatutory Option granted under this Plan.

     (m)  "Option Agreement" means the agreement entered into
between the Company and an individual Grantee and specifying the
terms and conditions of the Option granted to the Grantee, which
terms and conditions will recite or incorporate by reference: (i)
the provisions of this Plan which are not subject to variation;
and (ii) the variable terms and conditions of each Option granted
hereunder which will apply to that Grantee.

     (n)  "Optionee" means a Grantee, and, under the appropriate
circumstances, his guardian, representative, heir, distributee,
legatee or successor in interest, including any transferee.

     (o)  "Plan" means this 1997 Employees' Stock Option Plan, as
the same may from time to time be amended.

     (p)  "Stock" means the Company's common stock.

3.   Administration of the Plan.

     (a)  Committee Membership.  The Plan shall be administered
by a committee appointed by the Board, to be known as the
Compensation Committee (the "Committee").  The Committee shall be
not less than two members and comprised solely of Non-employee
Directors, as defined by Rule 16b-3(b)(3)(i) of the Securities
Exchange Act of 1934 ("1934 Act"), or any successor definition
adopted by the Securities and Exchange Commission, and who shall
each also qualify as an Outside Director for purposes of Section
162(m) of the Code.  Any vacancy occurring on the Committee may
be filled by appointment by the Board.  The Board at its
discretion may from time to time appoint members to the Committee
in substitution of members previously appointed, may remove
members of the Committee and may fill vacancies, however caused,
in the Committee.

     (b)  Committee Procedures.  The Committee shall select one
of its members as chairman and shall hold meetings at such times
and places as it may determine.  A quorum of the Committee shall
consist of a majority of its members, and the Committee may act
by vote of a majority of its members present at a meeting at
which there is a quorum, or without a meeting by written consent
signed by all members of the Committee. If any powers of the
Committee hereunder are limited or denied by the Board or under
applicable law, the same powers may be exercised by the Board.

     (c)  Committee Powers and Responsibilities.  The Committee
will 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, except as otherwise
expressly reserved for the Board.  Subject to the limitations
imposed by the Board or under applicable law and the terms of the
Plan, the Committee may periodically determine which Employees
should receive Options under the Plan, whether the options shall
be Incentive Options or Nonstatutory Options, the number of
shares covered by such Options, the per share purchase price for
such shares, and the terms thereof, including but not limited to
transferability of such Options, and shall have full power to
grant such Options.  In making its determinations, the Committee
shall consider, among other relevant factors, the importance of
the duties of the Grantee to the Company, his or her experience
with the Company, and his or her future value to the Company.
All decisions, interpretations and other actions of the Committee
shall be final and binding on all Grantees, Optionees and all
persons deriving their rights from a Grantee or Optionee.  No
member of the Board or the Committee shall be liable for any
action taken or failed to be taken in good faith or for any
determination made pursuant to the Plan.

4.   Stock Subject to Plan.

     This Plan authorizes the Committee to grant Options to
Employees up to the aggregate amount of 575,000 shares of Stock,
subject to eligibility and any limitations specified herein.
Adjustment in the shares subject to the Plan shall be made as
provided in Section 9.  Any shares covered by an Option which,
for any reason, expires, terminates or is canceled may be
reoptioned under the Plan.

5.   Eligibility

     (a)  General Rule. All Employees defined in Section 2(f)
shall be eligible.

     (b)  Ten Percent Stockholders.  An employee who owns more
than ten percent (10%) of the total combined voting power of all
classes of outstanding Stock shall not be eligible for
designation as a Grantee of an Incentive Option unless (i) the
exercise price for each share of Stock subject to such Incentive
Option is at least one hundred ten percent (110%) of the Fair
Market Value of a share of Stock on the date of grant, and (ii)
such Incentive Option, by its terms, is not exercisable after the
expiration of five (5) years from the date of grant.

     (c)  Attribution Rules.  For purposes of Subsection (b)
above, in determining stock ownership, an Employee shall be
deemed to own the Stock owned, directly or indirectly, by or for
his brothers, sisters (whether by whole or half blood), spouse,
ancestors and lineal descendants.  Stock owned, directly or
indirectly, by or for a corporation, partnership, estate or trust
shall be deemed to be owned proportionately by or for its
stockholders, partners or beneficiaries.

     (d)  Outstanding Stock.  For purposes of Subsection (b)
above, "Outstanding Stock" shall include all Stock actually
issued and outstanding immediately after the grant.  "Outstanding
Stock" shall not include shares authorized for issuance under
outstanding options held by the Employee or by any other person.

     (e)  Individual Limits of Executive Officers. Subject to the
provisions of Section 9 hereof, the number of option shares
granted in a fiscal year to each Executive Officer shall not
exceed 100,000 shares for any fiscal year in which such person
serves as an Executive Officer

     (f)  Incentive Option Limitation.  The aggregate Fair Market
Value of the stock for which Incentive Options granted to any one
eligible Employee under this Plan and under all incentive stock
option plans of the Company, its parent(s) and subsidiaries, may
by their terms first become exercisable during any calendar year
shall not exceed $100,000, determining Fair Market Value of the
stock subject to any Option as of the time that Option is
granted.  If the date on which one or more Incentive Options
could be first exercised would be accelerated pursuant to any
other provision of the Plan or any Stock Option Agreement
referred to in Section 6(a), or an amendment thereto, and the
acceleration of such exercise date would result in a violation of
the restriction set forth in the preceding sentence, then
notwithstanding any such other provision the exercise date of
such Incentive Options shall be accelerated only to the extent,
if any, that is permitted under Section 422 of the Code and the
exercise date of the Incentive Options with the lowest option
prices shall be accelerated first.  Any exercise date which
cannot be accelerated without violating the $100,000 restriction
of this section shall nevertheless be accelerated, and the
portion of the Option becoming exercisable thereby shall be
treated as a Nonstatutory Option.

6.   Terms and Conditions of All Options Under the Plan.

     (a)  Option Agreement.  All Options granted under the Plan
shall be evidenced by a written Option Agreement and shall be
subject to all applicable terms and conditions of the Plan and
may be subject to any other terms and conditions which are not
inconsistent with the Plan and which the Committee deems
appropriate for inclusion in an Option Agreement.

     (b)  Number of Shares.  Each Option Agreement shall specify
the number of shares of the Stock each such Employee will be
entitled to purchase pursuant to the Option and shall provide for
the adjustment of such number in accordance with Section 9.  Each
Option Agreement shall state the minimum number of shares which
must be exercised at any time, if any.

     (c)  Nature of Option. Each Option Agreement shall specify
the intended nature of the Option as an Incentive Option, a
Nonstatutory Option or partly of each type.

     (d)  Exercise Price. Each Option Agreement shall specify the
exercise price.  The exercise price of either the Incentive
Option or the Nonstatutory Option shall not be less than one
hundred percent (100%) of the Fair Market Value of a share of
Stock on the date of grant. Subject to the foregoing, the
exercise price under any Option shall be determined by the
Committee in its sole discretion.  The exercise price shall be
payable in the form described in Section 7.

     (e)  Term of Option. The Option Agreement shall specify the
term of the Option.  The term of any Option granted under this
Plan is subject to expiration, termination, and cancellation as
set forth within this Plan.

     (f)  Exercisability.  Each Option Agreement shall specify
the date when all or any installment of the Option is to become
exercisable.  Such Option shall not be exercisable after the
expiration of such term which shall be fixed by the Committee,
but in any event not later than ten years from the date such
Option is granted. Subject to the provisions of the Plan, the
Committee may grant Options which are vested, or which become
vested upon the happening of an event or events as specified by
the Committee.

     (g)  Withholding Taxes.  Upon exercise of any Nonstatutory
Option (or any Incentive Option which is treated as a
Nonstatutory Option because it fails to meet the requirements set
forth in the Code for Incentive Options), the Optionee must
tender full payment to the Company for any federal income tax
withholding required under the Code in connection with such
exercise ("Withholding Tax").  If the Optionee fails to tender to
the Company the Withholding Tax,  the Committee, at its
discretion, shall withhold from the Optionee any and all shares
subject to such Option, and accordingly, subject to Withholding
Tax until such time as either of the following events has
occurred:

               (i)  the Employee tenders to the Company payment
          in cash to pay the Withholding Tax; or

               (ii) the Company withholds from the Employee's
          wages an amount sufficient to pay the Withholding Tax.

     (h)  Termination and Acceleration of Option.

          For Incentive Options:

               (i)  If the employment of a Grantee who is not a
          Disabled Grantee is terminated without cause, or such
          Grantee voluntarily quits or retires under any
          retirement plan of the Company, any then outstanding
          and exercisable stock option held by such a Grantee
          shall be exercisable, in accordance with the provisions
          of the Option Agreement, by such Grantee at any time
          prior to the expiration date of such Option or within
          three months after the date of termination of
          employment or service, whichever is the shorter period.

               (ii) If the employment of a Grantee who is a
          Disabled Grantee is terminated without cause, any then
          outstanding and exercisable Option held by such a
          Grantee shall be exercisable, in accordance with the
          provisions of the Option Agreement, by such a Grantee
          at any time prior to the expiration date of such Option
          or within one year after the date of such termination
          of employment or service, whichever is the shorter
          period.


          For all Options issued hereunder:

               (i)  If the Company terminates the employment of a
          Grantee for cause, all outstanding stock options held
          by the Grantee at the time of such termination shall
          automatically terminate unless the Committee notifies
          the Grantee that his or her options will not terminate.
          A termination "for cause" shall be defined under each
          written Option Agreement. The Company assumes no
          responsibility and is under no obligation to notify a
          Permitted Transferee (as hereafter defined in section
          13) of early termination of an Option on account of a
          Grantee's termination of employment.

               (ii) Whether termination of employment or other
          service is a termination "for cause" or whether a
          Grantee is a Disabled Grantee shall be determined in
          each case, in its discretion, by the Committee and any
          such determination by the Committee shall be final and
          binding.

               (iii)  Following the death of a Grantee during
          employment, any outstanding and exercisable Options
          held by such Grantee at the time of death shall be
          exercisable, in accordance with the provisions of the
          Option Agreement, by the person or persons entitled to
          do so under the Will of the Grantee, or, if the Grantee
          shall fail to make testamentary disposition of the
          stock option or shall die intestate, by the legal
          representative of the Grantee at any time prior to the
          expiration date of such Option or within one year after
          the date of death, whichever is the shorter period.

               (iv) The Committee may grant Options, or amend
          Options previously granted, to provide that such
          Options continue to be exercisable up to ten years
          after the date of grant irrespective of the termination
          of the Grantee's employment with the Company, and which
          vest upon grant or become vested upon the happening of
          an event or events specified by the Committee, although
          the exercise of such vested Options in the case of
          Incentive Options more than three months after
          termination of employment may convert such Options to
          Nonstatutory Options with respect to the income tax
          consequences of such exercise.

7.   Payment for Shares

     (a)  Cash.  Payment in full for shares purchased under an
Option shall 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 an Optionee may, with the
consent of the Committee, make payment for Stock purchased under
an Option, in whole or in part, by tendering to the Company in
good form for transfer, shares of Stock valued at Fair Market
Value on the date the Option is exercised.  Such shares will have
been owned by the Optionee or the Optionee's representative for
the time specified by the Committee but in no case shall the
Optionee or his representative have held a beneficial interest in
such tendered shares for a period less than 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.   Adjustments.

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

     (a)  Upon Changes in Stock.  If the outstanding 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 Committee 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 Optionees.
No adjustment provided for in this Section 9 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 9 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. Notwithstanding the foregoing, if the effect of any
such adjustment would be to cause an Incentive Option to fail to
continue to qualify under Section 422 of the Code or to cause a
modification, extension or renewal of such stock option within
the meaning described in Section 424 of the Code, the Committee
may elect that such adjustment not be made but rather shall use
reasonable efforts to effect such other adjustment of each then
outstanding Option as the Committee, in its sole discretion,
shall deem equitable and which will not result in any
disqualification, modification, extension or renewal (within the
meaning of Section 424 of the Code) of such Incentive Option.

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

                (i) The issuance or sale of additional shares of
          the 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 Stock; and

                (iv)     The payment of dividends except as
          provided in Section 9 (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.

10.  Legal Requirements:

     (a)  Compliance with All Laws.  The Company will not be
required to issue or deliver any certificates for shares of Stock
prior to (a) the listing of any such Stock to be acquired
pursuant to the exercise of any Option on any stock exchange on
which the 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 Securities Act of 1933, as amended ("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)  Compliance with Specific Code Provisions.  It is the
intent of the Company that the Plan and its administration
conform strictly to the requirements of Section 422 of the Code
with respect to Incentive Options.  Therefore, notwithstanding
any other provision of this Plan, nothing herein will contravene
any requirement set forth in Section 422 of the Code with respect
to Incentive Options and if inconsistent provisions are otherwise
found herein, they will be deemed void and unenforceable or
automatically amended to conform, as the case may be.

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

11.  Rights as a Stockholder.

     An Optionee shall have no rights as a stockholder with
respect to any Stock covered by his Option until the date of
issuance of the stock certificate to him after receipt of the
consideration in full set forth in the Option Agreement.  Except
as provided in Section 9 hereof, no adjustments will be made for
dividends, whether ordinary or extraordinary, whether in cash,
securities, or other property, or for distributions for which the
record date is prior to the date on which the Option is
exercised.

12.  Restrictions on Shares.

     Prior to the issuance or delivery of any shares of the Stock
under the Plan, the person exercising the Option may be required
to:

     (a)  represent and warrant that the shares of the 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;

     (b)  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 1933 Act and any
applicable state or foreign securities laws or pursuant to
appropriate exemptions from any such registrations; and

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

     Nothing in this Plan shall assure any Optionee that shares
issuable under this 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 the 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 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 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.

13.  Transferability.

     The Committee shall retain the authority and discretion to
permit a Nonstatutory Option, but in no case an Incentive Option,
to be transferable as long as such transfers are made only to one
or more of the following: family members, limited to children of
Grantee, spouse of Grantee, or grandchildren of Grantee, or
trusts for the benefit of Grantee and/or such family members
("Permitted Transferee"), provided that such transfer is a bona
fide gift and accordingly, the Grantee receives no consideration
for the transfer, 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.

14.  No Right to Continued Employment.

     This Plan and any Option granted under this Plan will not
confer upon any Optionee any right with respect to continued
employment by the Company nor shall they alter, modify, limit or
interfere with any right or privilege of the Company under any
employment agreement heretofore or hereafter executed with any
Optionee, including the right to terminate any Optionee's
employment at any time for or without cause, to change his level
of compensation or to change his responsibilities or position.

15.  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 eighty percent
(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 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 of options covering the stock of a successor
employer corporation, or a parent or a subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and
prices, in which event the Plan and Options theretofore granted
will continue in the manner and under the terms so provided.  If
the Plan and unexercised Options shall terminate pursuant to the
foregoing, all persons holding any unexercised portions of
Options then outstanding shall have the right, at such time prior
to the consummation of the transaction causing the termination as
the Company shall designate, to exercise the unexercised portions
of their options, including the portions thereof which would but
for this Section 15 not yet be exercisable.

16.  Modification, Extension and Renewal.

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

     (b)  Plan.  The Board may at any time and from time to time
interpret, amend or discontinue the Plan, subject to the
limitation, however, that, except as provided in Section 9
(relating to adjustments upon changes in stock), no amendment
shall be made, except upon stockholder approval, which will:

          (1)   Increase the number of shares reserved
                for Options under the Plan; or
          (2)   Reduce the Option price below 100% of
                Fair Market Value at the time an Option is
                granted; or
          (3)   Change the requirements for
                eligibility for participation under the Plan.

17.  Plan Date and Duration.

     The Plan shall take effect on the date it is adopted by the
Board subject to approval by the stockholders.  Options may not
be granted under this Plan after September 30, 2007.