Exhibit
      10.1

     

    AMENDMENT
      NUMBER ONE

    TO

    EMPLOYMENT
      AGREEMENT OF DONALD J. FREED

     

    This
      Amendment Number One is made this 15th day of February 2006, by and between
      Competitive Technologies, Inc., a Delaware corporation (the “Company”) and
      Donald J. Freed (“Executive”).

     

     

    RECITALS

     

    A. The
      Company and the Executive are parties to that certain Employment Agreement
      dated
      as of October 1, 2005 (the “Employment Agreement”). 

     

    B. The
      Company and the Executive wish to amend the Employment Agreement to make certain
      changes to the Employment Agreement for purposes of complying with section
      409A
      of the Internal Revenue Code of 1986, as amended.

     

     

    AGREEMENT

     

    NOW
      THEREFORE the parties hereby agree as follows:

     

    1. Section
      6(k) of the Employment Agreement is amended by adding to the end thereof the
      following additional language:

     

    “The
      amounts described in clause (i) above shall be paid according to the Company’s
      regular payroll schedule applicable to Executive.”

     

    2. Section
      6(l) of the Employment Agreement is amended by adding to the end thereof the
      following additional language:

     

    “The
      amounts described in clause (i) above shall be paid according to the Company’s
      regular payroll schedule applicable to Executive.”

     

    3. Section
      6
      of the Employment Agreement is amended by adding to the end thereof the
      following new subsection (o):

     

    “(o) Six-Month
      Delay in Payment.
      Notwithstanding anything contained herein to the contrary, in the event that
      payment of any Severance Benefit or Change in Control Benefit hereunder is
      subject to section 409A(2)(b)(i) of the Internal Revenue Code of 1986, as
      amended, or any successor provision thereto (the “Code”), and if Executive is a
“Specified Employee”, then payment of such benefit shall be made no earlier than
      6 months after Executive’s termination of employment by accumulating
      all payments which would otherwise be payable during the first six (6) months
      following the termination of employment and shall instead be paid on the date
      that immediately follows the end of such six-month period, or as soon as
      administratively practicable thereafter.
      Any
      payments which would otherwise have been made after the end of such six-month
      period, shall be paid at the time provided for herein. For purposes of this
      section, a “Specified Employee” is a key employee as defined in section 416(i)
      of the Code (without regard to paragraph (5) thereof), for purposes of the
      top-heavy provisions applicable to tax-qualified plans.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4. The
      Employment Agreement is amended by adding to the end thereof the following
      new
      Section 21:

     

    “21. Section
      409A Compliance.
      To
      the
      extent applicable, it is intended that this Agreement comply with the provisions
      of section 409A of the Code. The Agreement shall be administered in a manner
      consistent with this intent, and, if either party determines that any provision
      would cause the Agreement to fail to satisfy section 409A of the Code, the
      parties shall cooperate in preparing an amendment to comply with section 409A
      of
      the Code (which amendment may be retroactive to the extent permitted under
      section 409A of the Code).”

     

    5. This
      Amendment Number One is effective as of the original date of the Employment
      Agreement, October 1, 2005.

     

    6. Except
      as
      above amended, the Employment Agreement shall remain in full force and
      effect.

     

    IN
      WITNESS WHEREOF the parties hereto have executed this instrument on the day
      and
      year first above stated.

     

     

    
      	
              EXECUTIVE

               

               

              /s/
                Donald J. Freed
                
                

              

              Donald
                J. Freed,
                Ph.D.

            	
              COMPETITIVE
                TECHNOLOGIES, INC.

               

               

              By:
                /s/ Richard E. Carver
                
                

              

              Richard
                E. Carver, Chairman of
                the Board