Exhibit 4.1

                               CERTIFICATE OF THE
                     DESIGNATIONS, PREFERENCES AND RELATIVE
                   PARTICIPATING, OPTIONAL AND OTHER SPECIAL
                     RIGHTS AND QUALIFICATIONS, LIMITATIONS
                          OR RESTRICTIONS OF SERIES C
                         CONVERTIBLE PREFERRED STOCK OF
                         COMPETITIVE TECHNOLOGIES, INC.

Pursuant to Section 151 of the General Corporation Law of the State of Delaware,
COMPETITIVE TECHNOLOGIES, INC., a corporation organized and existing under the
General Corporation Law of the State of Delaware, in accordance with the
provisions of Section 103 thereof, DOES HEREBY CERTIFY:

That, pursuant to the authority conferred upon the Board of Directors (the
"Board") of COMPETITIVE TECHNOLOGIES, INC. (the "Company") on December 15, 2010,
adopted the following resolution designating a new series of preferred stock as
Series C Convertible Preferred Stock:

Section 1. Designation and Amount. The shares of such series shall be designated
as "Series C Convertible Preferred Stock" and the number of shares constituting
such series shall be Seven Hundred Fifty (750), par value $1,000 per share.
Such number of shares may be increased or decreased by resolution of the Board
of Directors; provided, however, that no decrease shall reduce the number of
shares of Series C Convertible Preferred Stock to a number less than the number
of shares then outstanding

Section 2. Dividends and Distributions; Security.

(a) Subject to the superior rights of the holders of shares of any other series
of Preferred Stock or other class of capital stock of the Company ranking
superior to the shares of Series C Convertible Preferred Stock with respect to
dividends, the holders of shares of Series C Convertible Preferred Stock shall
be entitled to receive, when, as and if declared by the Board, out of the assets
of the Company legally available therefor, (1) quarterly dividends payable in
cash on the last day of each fiscal quarter in each year, or such other dates as
the Board shall approve (each such date being referred to herein as a "Quarterly
Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date
after the first issuance of a share or a fraction of a share of Series C
Convertible Preferred Stock, in the amount of $12.50 per whole share (rounded to
the nearest cent).  In addition, if the Company shall pay any dividend or make
any distribution on the Common Stock payable in assets, securities or other
forms of noncash consideration (other than dividends or distributions solely in
shares of Common Stock), then, in each such case, the Company shall
simultaneously pay or make on each outstanding whole share of Series C
Convertible Preferred Stock a dividend or distribution in like kind equal to the
Formula Number then in effect times such dividend or distribution on each share
of Common Stock.  As used herein, the "Formula Number" shall be 1,000; provided,
however, that, if at any time after December 15, 2010, the Company shall (i)
declare or pay any dividend on the Common Stock payable in shares of Common
Stock or make any distribution on the Common Stock in shares of Common Stock,
(ii) subdivide (by a stock

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split or otherwise) the outstanding shares of Common Stock into a larger number
of shares of Common Stock or (iii) combine (by a reverse stock split or
otherwise) the outstanding shares of Common Stock into a smaller number of
shares of Common Stock, then in each such event the Formula Number shall be
adjusted to a number determined by multiplying the Formula Number in effect
immediately prior to such event by a fraction, the numerator of which is the
number of shares of Common Stock that are outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
are outstanding immediately prior to such event (and rounding the result to the
nearest whole number); and provided further that, if at any time after December
15, 2010, the Company shall issue any shares of its capital stock in a merger,
reclassification, or change of the outstanding shares of Common Stock, then in
each such event the Formula Number shall be appropriately adjusted to reflect
such merger, reclassification or change so that each share of Preferred Stock
continues to be the economic equivalent of a Formula Number of shares of Common
Stock prior to such merger, reclassification or change.

(b)  The Company shall declare a cash dividend on the Series C Convertible
Preferred Stock as provided in Section 2(a) immediately prior to or at the same
time it declares a cash dividend on the Common Stock; provided, however, that,
in the event no cash dividend shall have been declared on the Common Stock
during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date or, with respect to the first
Quarterly Dividend Payment Date, during the period between the first issuance of
any share or fraction of a share of Series C Convertible Preferred Stock, a
dividend of $12.50 per whole share on the Series C Convertible Preferred Stock
shall nevertheless accrue on such subsequent Quarterly Dividend Payment Date or
the first Quarterly Dividend Payment Date, as the case may be.  The Board may
fix a record date for the determination of holders of shares of Series C
Convertible Preferred Stock entitled to receive a dividend or distribution
declared thereon, which record date shall be the same as the record date for any
corresponding dividend or distribution on the Common Stock.

(c)  Dividends shall begin to accrue and be cumulative on outstanding shares of
Series C Convertible Preferred Stock from and after the Quarterly Dividend
Payment Date next preceding the date of issue of such shares, unless the date of
issue of such shares is prior to the record date for the first Quarterly
Dividend Payment Date, in which case dividends on such shares shall begin to
accrue and be cumulative from and after the date of issue of such shares, or
unless the date of issue is a Quarterly Dividend Payment Date or is a date after
the record date for the determination of holders of shares of Series C
Convertible Preferred Stock entitled to receive a quarterly dividend and before
such Quarterly Dividend Payment Date, in either of which events such dividends
shall begin to accrue and be cumulative from and after such Quarterly Dividend
Payment Date.  Accrued but unpaid dividends shall not bear interest.  Dividends
paid on the shares of Series C Convertible Preferred Stock in an amount less
than the total amount of such dividends at the time accrued and payable on such
shares shall be allocated pro rata on a share-by-share basis among all such
shares at the time outstanding.

(d)  So long as any shares of Series C Convertible Preferred Stock are
outstanding, no dividends or other distributions shall be declared, paid or
distributed, or set aside for payment or distribution, on the


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Common Stock unless, in each case, the dividend required by this Section 2 to be
declared on the Series C Convertible Preferred Stock shall have been declared
and set aside.

(e) The holders of shares of Series C Convertible Preferred Stock shall not be
entitled to receive any dividends or other distributions except as herein
provided.

Section 3. Voting Rights .

(a)  The holders of shares of Series C Convertible Preferred Stock shall have
the voting rights equivalent to 1,000 votes per share voted together with the
shares of common stock.

(b)  Except as otherwise provided herein, by law, or in any other Certificate of
Designation creating a series of Preferred Stock or any similar stock, the
holders of shares of Series C Convertible Preferred Stock, the holders of shares
of Common Stock and any other capital stock of the Corporation having general
voting rights shall vote together as one class on all matters submitted to a
vote of stockholders of the Corporation.

Section 4.  Conversion.  Each share of Series C Convertible Preferred Stock
shall be convertible at any time by the holder thereof into shares of Common
Stock of the Company at a conversion price (the "Conversion Price") for each
share of Common Stock equal 85% of the lower of (i) the closing market price at
the date of the notice of conversion or (ii) the mid-point of the last bid price
and last ask price on the date of notice of conversion.

Section 5. Reacquired Shares.  Any shares of Series C Convertible Preferred
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof.  All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock and may be reissued as part of a new series
of Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein.

Section 6. Liquidation, Dissolution on Winding Up.  Upon any liquidation
(voluntary or otherwise), dissolution or winding up of the Corporation, the
shares of Series C Convertible Preferred Stock shall be treated as an equivalent
to the shares of Common Stock into which they are then convertible.

Section 7. Consolidation, Merger, etc .  In case the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
Series C Convertible Preferred Stock shall at the same time be similarly
exchanged or changed in an amount per share (subject to the provision for
adjustment hereinafter set forth) equal to the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
If the Corporation shall at any time declare or pay any dividend on Common Stock
payable in shares of Common Stock, or effect a subdivision, combination or
consolidation of the outstanding Common Stock (by reclassification or otherwise
than by payment of a dividend in shares of Common Stock) into a greater or
lesser number of

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shares of Common Stock, then in each such case the amount set forth in the
preceding sentence with respect to the exchange or change of shares of Series C
Convertible Preferred Stock shall be adjusted by assuring that the percentage of
the Company reflected by the common stock into which the total shares of Series
C Convertible Preferred Stock may be converted immediately prior to such event
shall remain the same percentage of the company immediately subsequent to such
event.

Section 8. Redemption.

(a)  The holder of the Series C Convertible Preferred Stock may demand by notice
to the Company that the Company immediately redeem any and all issued and
outstanding Series C Convertible Preferred Stock at a price equal to par value
plus any accrued by unpaid dividends in the event that the $750,000 escrow by
the Company as a prejudgment remedy has been released and returned to the
Company in John B. Nano v. Competitive Technologies, Inc., Docket No. CV10
5029318 (Superior Court, Bridgeport, CT).

(b)  The Company may upon notice to holder redeem all or any portion of the
Series C Convertible Preferred Stock at a price equal to at a price equal to par
value plus any accrued by unpaid dividends in the event that the $750,000 escrow
by the Company as a prejudgment remedy has been released and returned to the
Company in John B. Nano v. Competitive Technologies, Inc., Docket No. CV10
5029318 (Superior Court, Bridgeport, CT), provided however that holder may elect
to convert the Series C Convertible Preferred Stock into common stock pursuant
to Section 4 hereof upon receipt of such notice.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed
in its corporate name on this 15th day of December, 2010.

     COMPETITIVE TECHNOLOGIES, INC.,

     By:     /s/ Johnnie D. Johnson
             -----------------------------------------
             Johnnie D. Johnson, Chief Executive Officer