Exhibit 10.6
                                                                    ------------

                              AMENDED AND RESTATED

                              EMPLOYMENT AGREEMENT
                              --------------------

     This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), dated as
of August 1, 2004 ("Effective Date"), is between Competitive Technologies, Inc.,
a Delaware corporation (the "Company") and John B. Nano (the "Executive").

                                    RECITALS:

     1.  The  Company  and  Executive  previously  entered  into  an  Employment
Agreement dated June 17, 2002 (the "Prior Agreement").

     2. The Company and Executive desire to make certain  revisions to the terms
and  conditions of  Executive's  employment  by Company,  such revised terms and
conditions to be effective as of the date of this Agreement.

     NOW, THEREFORE,  in consideration of the mutual covenants contained in this
Agreement,   and  other  good  and  valuable  consideration,   the  receipt  and
sufficiency of which is acknowledged, the parties agree as follows:

     1. Employment.  The Company hereby employs the Executive, and the Executive
hereby  continues  his  employment  with the  Company,  upon all the  terms  and
conditions set forth below.  Executive  represents and warrants that: (a) he has
full power and authority to enter into this Employment Agreement,  (b) he is not
restricted in any manner  whatsoever from performing the duties described below,
and (c) no agreement,  covenant or other matter  prohibits or limits his ability
or authority to enter into this Agreement or perform all of the duties described
below.  Executive's  employment  with the Company shall include  service for the
Company's  direct  and  indirect   subsidiaries  and  affiliated  entities  (the
"Subsidiaries").

     2. Employment Term. The "Employment Term" and Executive's  employment under
this  Agreement  shall  commence on the Effective  Date and shall continue for a
period of three years from the Effective  Date,  ending at the close of business
on  July  31,  2007,   provided,   however,   that  the  Employment  Term  shall
automatically extend for successive one-year periods (such extensions also being
referred  to as the  "Employment  Term"),  as long as  neither  party  has given
written  notice to the other  party at least  sixty days prior to the end of the
then  current term that such term shall not be  extended,  and further  provided
that the  Agreement  has not been  earlier  terminated  in  accordance  with the
provisions of Section 8 below. If the Executive's  employment terminates for any
reason,  with or without  Cause,  the  Executive  shall not be  entitled  to any
payments,  benefits,  damages, awards, or compensation other than as provided in
Section 8 below or as otherwise  provided by law or by any  applicable  employee
benefit  plan in which he  participates.  The parties  acknowledge  that certain
obligations under this Agreement survive the end of Executive's employment.


<PAGE>

     3. Position and Duties.

        (a) President  and Chief  Executive  Officer.  The Company shall  employ
the Executive as its  President and Chief  Executive  Officer.  Executive  shall
report  to the  Company's  Board  of  Directors  (the  "Board")  or the  Board's
designee. Under the terms of the Prior Agreement, Executive was appointed to the
Board, and without any additional compensation, Executive will continue to serve
as a member of the Board and as an officer and/or director of any  Subsidiaries.
Executive shall have such  responsibilities  and duties as are commensurate with
the position of chief executive  officer in an entity comparable to the Company,
including, without limitation,  developing and implementing an overall strategic
plan for the  company  and annual  business  plans,  raising  new  capital,  and
supervising day-to-day operations of the Company. The Board shall have the right
to modify Executive's duties and responsibilities from time to time as the Board
may deem necessary or appropriate.

        (b)  Manner  of  Employment.   Executive  shall  faithfully,  diligently
and competently  perform his  responsibilities  and duties.  The Executive shall
devote his  exclusive and full  business  efforts and time to the Company.  This
Section 3(b), however, shall not preclude the Executive, outside normal business
hours,  from engaging in  appropriate  civic or charitable  activities,  or from
serving as a director of any not-for profit entity,  as long as such  activities
do not interfere or conflict with his responsibilities to the Company.  With the
Board's  written  consent,  Executive  may serve as a director  of a  for-profit
entity.

     4. Base  Compensation.  Commencing on the Effective Date, the Company shall
pay the Executive  base  compensation  in the gross amount of $350,000 per year,
subject to reviews and  increases  in the sole  discretion  of the Board  ("Base
Compensation").  Base compensation shall be paid periodically in accordance with
normal Company payroll practices.

     5. Employment  Benefits.  Executive  shall be  entitled  to  the  following
benefits during the Employment Term:

        (a) Expense  Allowance.  Executive  shall  be  reimbursed  for  business
related expenses  reasonably and necessarily  incurred and advanced by Executive
in performing  his duties for the Company,  subject to review by the Chairman of
the Board or his designee  and in  accordance  with Company  policy as it exists
from time to time.

        (b) Car  Allowance.  The Company will provide  Executive a car allowance
or lease for his use a car equal to a 5-Series BMW or other  vehicle  reasonably
acceptable to the parties.

        (c) Other Benefits. Executive may  participate  in  all  other  employee
benefit plans and programs as the Company may,  from time to time,  offer to its
executive  employees,  subject to the same terms and conditions as such benefits
are  generally  provided by the Company.  All such  benefits are subject to plan
documents (where applicable) and the Company's policies and procedures.  Nothing
in this Section 5(c)  guarantees  that any specific  benefit will be provided or
offered by the Company which has the right to add, modify, or terminate benefits
at any time.


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        (d) Reimbursement for  Post-Retirement  Health Coverage.  In  the  event
that Executive  remains  employed by the Company through his 65th birthday,  and
thereafter his employment with the Company  terminates for any reason other than
Cause (as defined below), the Company shall, at that time,  reimburse  Executive
in an amount not to exceed  $120,000.00  for the  one-time  premium  expended by
Executive for the purchase of post-retirement health insurance for Executive and
his family,  such reimbursement to be made upon receipt by the Company of a copy
of the premium statement therefor.

     6. Bonus.  For fiscal years during the Employment  Term commencing with the
Effective  Date,  Executive shall be eligible to receive a bonus of up to 50% of
his Base  Compensation for such year,  based upon the Company's  performance and
Executive's  performance of objectives  during that time period as determined by
the  Compensation  Committee of the Board,  in its reasonable  discretion.  Such
objectives  will be  established  by the  Compensation  Committee  of the Board,
subject to Board approval, after consultation with Executive, and may relate to,
without  limitation,  financial  performance,  raising new  capital,  successful
resolution  of  certain  outstanding  matters  that  have  been  discussed  with
Executive, development and implementation of a strategic plan, and management of
the Company.

     7. Stock Options and Other Equity  Grants.  It is the intent of the Company
that  Executive  shall  have  the   opportunity  to  acquire,   whether  through
incremental  grants  of  stock  options  or  other  forms of  equity  grants  as
determined by the Compensation Committee of the Board, an "ownership percentage"
equal to or  greater  than  five  percent  (5%) of the  Company's  common  stock
("Common  Stock")  issued  and  outstanding  from  time  to  time.   Executive's
"ownership  percentage"  shall be computed from time to time by dividing (a) the
sum of the shares previously  acquired by Executive pursuant to prior options or
other equity grants plus shares covered by then currently outstanding options or
equity  grants  held by  Executive  by (b) the number of shares of Common  Stock
issued and  outstanding.  Any future options or equity grants to Executive shall
be subject to (i) such action being lawfully  permitted,  (ii) evaluation of the
performance  of  Executive  by the  Compensation  Committee,  and  (iii)  in the
reasonable  determination of the Compensation Committee,  not detrimental to the
Company or its  shareholders  in any  significant  manner.  Any options  granted
hereunder to Executive  shall be granted at the mean average of the high and low
price for such shares on the date of grant, and shall vest  twenty-five  percent
(25%) on each of the first four  anniversaries  of the date of grant and in each
twenty-five  percent (25%) which may vest, the maximum number of such options as
permitted by law shall be Incentive  Stock  Options  ("ISOs") and the  remainder
shall be Non-statutory  Stock Options ("NSOs").  The grant and exercisability of
the options  described  in this  Section 7 shall be pursuant and subject to: (a)
the terms  and  conditions  contained  in any  Company  stock  option  plan then
maintained by the Company,  as such plan may be amended from time to time in the
Company's sole discretion ("Option Plan"); and (b) the terms and conditions of a
definitive Stock Option Agreement (the "Option Agreement") to be entered into as
of the date of grant  between the parties  pursuant to the Option Plan that will
set forth all of the rights, duties and obligations regarding such options.

     8. Termination and Severance Benefits.

        (a) Death.  The  death  of  Executive  shall   automatically   terminate
the Company's obligations under this Agreement;  provided however, that: (i) the
Company  shall pay to  Executive's  estate  Executive's  Base  Compensation  and
accrued  benefits  through the date of  termination;  and (ii) any unvested Plan
Options  granted  under this  Agreement  or the Prior  Agreement  will upon such
termination become fully vested and immediately exercisable.


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<PAGE>

        (b) Disability.  If Executive is unable, in the reasonable determination
of the Board, to render services of  substantially  the kind and nature,  and to
substantially  the  extent,  required to be  rendered  by  Executive  under this
Agreement  due to  illness,  injury,  physical  or  mental  incapacity  or other
disability,  for 120  days,  whether  consecutive  or not,  within  any 12 month
period,  Executive's  employment  may be  terminated by the Company and: (i) the
Company's sole obligation shall be to pay to Executive his Base Compensation and
accrued  benefits  through the date of  termination;  and (ii) any unvested Plan
Options  granted  under this  Agreement  or the Prior  Agreement  will upon such
termination become fully vested and immediately exercisable.

        (c) Resignation.    If  Executive  resigns  his  employment  during  the
Employment Term other than for Good Reason (as defined below), the Company shall
have no liability to Executive except to pay Executive's  Base  Compensation and
any accrued  benefits  through his last day worked,  and Executive  shall not be
entitled to receive  severance or other  benefits.  Notice given by Executive of
non-renewal of this Agreement as provided for in Section 2 shall be treated as a
resignation for purposes of this Section 8.

        (d) Resignation for Good Reason.  If Executive  resigns  his  employment
for Good Reason,  he shall be entitled to receive all accrued but unpaid  salary
and benefits  through the date of  termination  plus the  Severance  Benefit (as
defined below).

        (e) Termination  By Company for Cause.  If  the  Executive's  employment
is terminated for Cause (as defined below),  the Company shall have no liability
to Executive except to pay Executive Base  Compensation and any accrued benefits
through  his last day  worked and  Executive  shall not be  entitled  to receive
severance or other benefits.

        (f) Termination  By  Company  Without  Cause.  If the Company terminates
Executive's employment during the Employment Term without Cause (and for reasons
other than death,  Disability or Change in Control as provided for in subsection
(g) immediately  following),  Executive shall be entitled to receive all accrued
but  unpaid  salary  and  benefits  through  the  date of  termination  plus the
Severance Benefit.  Notice given by the Company of non-renewal of this Agreement
as provided for in Section 2 shall be treated as a  termination  without  Cause,
unless the Notice  specifically  sets forth a basis for Cause,  for  purposes of
this Section 8.

        (g) Termination  Due to  Change  in  Control.  If the Company terminates
Executive's  employment  without  Cause  (and for  reasons  other  than death or
Disability)  in  conjunction  with a  Change  in  Control  (as  defined  below),
Executive  shall be  entitled  to receive  all  accrued  but  unpaid  salary and
benefits  through the date of termination plus the Change in Control Benefit (as
defined below).

        (h) Cause.  The following acts by Executive,  as determined by the Board
in its reasonable discretion, shall constitute "Cause" for termination:


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<PAGE>

        (i) theft or embezzlement,  or attempted theft or embezzlement, of money
or material  tangible or  intangible  assets or  property  of the  Company,  its
Subsidiaries or its employees or business relations;

        (ii) a  violation of any law or any act or acts of moral turpitude which
negatively affects the interests,  property, business,  operations or reputation
of the Company or its Subsidiaries;

        (iii) other than as a result  of  a  disability,  a material  failure to
carry out  effectively  Executive's  duties and  obligations to the Company,  or
failure to devote to the  Company's  business the time  required in Section 3(b)
above,  upon not less than ten (10) days' advance written notice of the asserted
problem and a reasonable opportunity to cure;

        (iv)  gross  negligence  or  willful  misconduct in the  performance  of
Executive's duties;

        (v)  Executive's material breach of this Agreement which, after  written
notice by the Company of such breach,  is not cured within ten (10) days of such
notice.

        (i) Resignation for  Good  Reason.   Resignation  by  Executive  of  his
employment  for "Good Reason" shall mean a resignation  by Executive  with sixty
(60) days after any of the  following  events  which occur  without  Executive's
consent:

        (i)  a   material   diminution   in   Executive's  position,  duties  or
responsibilities;

        (ii) a relocation of the Company's headquarters more than 50 miles from
its present location;

        (iii) a reduction in Executive's then Base Compensation; or

        (iv) the Company's material breach of this Agreement.

Prior to a Resignation for Good Reason, Executive shall give the Company written
notice  of the  basis for his claim  that he has Good  Reason to  terminate  his
employment and 10 days to cure.

        (j)  Change in Control.  For purposes of this Agreement,  a  "Change  in
Control" shall mean the occurrence of any of the following events:

        (i) a merger or  consolidation  involving the Company or any  subsidiary
of the Company after the completion of which: (A) in the case of a merger (other
than  a  triangular  merger)  or a  consolidation  involving  the  Company,  the
stockholders of the Company  immediately  prior to the completion of such merger
or consolidation  beneficially own (within the meaning of Rule 13d-3 promulgated
under the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), or
comparable  successor  rules),   directly  or  indirectly,   outstanding  voting
securities  representing  less than fifty percent  (50%) of the combined  voting
power of the surviving  entity in such merger or  consolidation,  and (B) in the
case of a  triangular  merger  involving  the  Company  or a  subsidiary  of the
Company,  the stockholders of the company immediately prior to the completion of
such merger beneficially own (within the meaning of Rule 13d-3 promulgated under
the  Exchange  Act, or  comparable  successor  rules),  directly or  indirectly,
outstanding voting securities  representing less than fifty percent (50%) of the
combined voting power of the surviving entity in such merger and less than fifty
percent (50%) of the combined voting power of the parent of the surviving entity
in such merger;


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<PAGE>

         (ii) an acquisition by any person, entity or "group" (within the
meaning of Section 13(d) or 14(d) of the Exchange Act or any comparable
successor provisions), other than any employee benefit plan, or related trust,
sponsored or maintained by the Company or an affiliate of the Company and other
than in a merger or consolidation of the type referred to in clause "(i)" of
this Section 7(b), of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act, or comparable successor rules) of
outstanding voting securities of the Company representing more than fifty
percent (50%) of the combined voting power of the Company (in a single
transaction or series of related transactions); or

        (iii) in the event that the individuals who, as of the  Effective  Date,
are  members  of the Board  (the  "Incumbent  Board"),  cease for any  reason to
constitute  at  least  fifty  percent  (50%)  of  the  Board.  (However,  if the
subsequent  election,  or  nomination by the Board for election by the Company's
stockholders,  of any new member of the Board is  approved by a vote of at least
fifty percent (50%) of the Incumbent  Board,  such new member of the Board shall
be considered as a member of the Incumbent Board.)

        (k) Severance  Benefit.   The  "Severance  Benefit"  shall   mean:   (i)
continuation of Executive's  Base  Compensation in effect  immediately  prior to
such  termination  or  resignation  for a period  of twelve  months  ("Severance
Benefit Period");  (ii) continuation of Executive's group insurance benefits (to
the extent such can be continued under the terms of the governing plans) for the
Severance  Benefit Period;  and (iii)  continued  vesting of the Options granted
under  this  Agreement  or any  unvested  but  outstanding  options  granted  to
Executive under the Prior  Agreement,  through the end of the Severance  Benefit
Period or the next employment anniversary date, whichever is longer.

        (l) Change in Control Benefit.  The "Change in  Control  Benefit"  shall
mean: (i)  continuation of Executive's Base  compensation in effect  immediately
prior to such termination or resignation for a period equal to the longer of the
Severance  Benefit Period or the remainder of the then current  Employment  Term
("Change in Control Benefit  Period");  (ii)  continuation of Executive's  group
insurance  benefits (to the extent such can be continued  under the terms of the
governing  plans)  for the  Change  in  Control  Benefit  Period;  and (iii) any
unvested but  outstanding  Options granted under this Agreement and any unvested
but  outstanding  options  granted to Executive  under the Prior  Agreement will
become fully vested and immediately exercisable.

        (m)  Resignations.   Upon the end of  Executive's   employment  for  any
reason,  Executive  shall be deemed to have resigned from any positions which he
holds as a director  or officer of the Company  and any of its  Subsidiaries  or
affiliates.


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<PAGE>

        (n)  Release.  Payment of the Severance Benefit or the Change in Control
Benefit  will be subject to  Executive  signing an  agreement  reconfirming  his
post-employment  obligations  contained  in this  Agreement  and  releasing  the
Company and all Subsidiaries and related parties from any claims, such agreement
to be prepared by the Company or its designee.

     9. Key Executive Insurance.  The Company, at its discretion,  may apply for
and procure in its own name for its own benefit life and/or disability insurance
on  Executive  in any  amount  specified  by the  Company.  Executive  agrees to
cooperate in any medical or other  examination,  supply  information and execute
such  applications  as may be  reasonably  necessary to obtain and continue such
insurance at the Company's expense.  Executive  represents that he has no reason
to believe his life is not insurable at prevailing rates for men of his age.

     10. Confidential and Proprietary Information.

        (a)  Executive agrees that he will not use or  disclose  to any  person,
entity,  association,  firm or  corporation,  any of the Company's  Confidential
Information,  except with the written authorization of the Board or as necessary
to perform his duties under this Agreement. The term "Confidential  Information"
means information and data not generally known outside of the Company (unless as
a  result  of  Executive's  breach  of any of the  obligations  imposed  by this
Agreement  or the Prior  Agreement  or the duties  imposed by any then  existing
statute, regulation,  ordinance or common law) concerning the Company's business
and  technical  information,  and  includes,  without  limitation,   information
relating to: (i) the  identities  of clients and the  Company's  other  Business
Relations  (as  defined  below) and their  purchasing  habits,  needs,  business
information,  contact  personnel  and other  information;  (ii)  suppliers'  and
vendors' costs, products, contact personnel and other information; and (iii) the
Company's  trade  secrets,  products,  research and  development,  financial and
marketing  information,  personnel and  compensation  information,  and business
plans.  Executive  understands  that this Section 10 applies to  computerized as
well as written information and to other information,  whether or not in written
form. It is expressly understood,  however, that the obligations of this Section
10 shall  only  apply  for as long as and to the  extent  that the  Confidential
Information has not become generally known to or available for use by the public
other than by  Executive's  act(s) or omission(s) in violation of this Agreement
or the Prior Agreement.

        (b) Executive agrees that upon  the  end  of  his  employment  with  the
Company for any reason,  he will not take with him any Confidential  Information
that is in written, computerized, machine readable, model, sample, or other form
of capable of physical delivery, without the prior written consent of the Board.
The Executive also agrees that upon the end of his  employment  with the Company
for any  reason  or at any other  time that the  Company  may  request,  he will
deliver  promptly and return to the Company all such  documents and materials in
his  possession or control,  along with all other  property and documents of the
Company or  relating  to the  Company's  employees,  suppliers,  customers,  and
business.

     11.  Non-Solicitation.  Executive  agrees that he will not through the date
one year  after  the end of his  employment  with the  Company  for any  reason,
directly or  indirectly,  on his own behalf or on behalf of any other  person or
entity,  without the express  written  permission  of the Board:  (a) solicit or
attempt to solicit any employee or representative of the Company to terminate or
modify  his or her  relationship  with the  Company  or to work for or  provides
services to another person or entity; or (b) solicit or attempt to solicit,  any
client, vendor, service provider or other business relation of the Company (each
a "Business Relation"),  about whom he learned or with whom he came into contact
during his  employment  with the Company on behalf of any entity or with respect
to any service or products  which is or may be  competitive  with the Company or
its services or products.


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     12. Non-Competition.

        (a) Executive agrees that during  the  Restrictive  Period  (as  defined
below),  he will not,  without  the  express  written  consent of the Board,  be
associated with or engage in, directly or indirectly,  as employee,  consultant,
proprietor, stockholder, partner, agent, representative,  officer, or otherwise,
the  operation  of any  business  that  directly  competes  with the  Company in
business  activities that are the same or substantially  similar to the business
activities  engaged in by the  Company  within  the  United  States or any other
geographic area in which the Company does business during the Restrictive Period
(the "Restricted Territory").

        (b) The term "Restrictive Period" shall mean the Employment Term plus  a
period of twelve months after the end of the Employment Term;  provided that the
twelve month period following the end of the Employment Term shall not apply if:
(i)  Executive's  employment is terminated by the Company for reasons other than
death,  Disability or cause,  or (ii) Executive  resigns his employment for Good
Reason.

        (c) Passive investment in less  than  two  percent  of  the  outstanding
equity  securities  of an  entity  which is  listed on a  national  or  regional
securities exchange shall not, in itself, constitute a violation of this Section
12.

     13. Intellectual Property Rights.  Executive will, during the period of his
employment, disclose to the Company promptly and fully all Intellectual Property
made or conceived by Executive  (either solely or jointly with others) including
but not limited to  Intellectual  Property  which  relate to the business of the
Company or the  Company's  actual or  anticipated  research or  development,  or
result from work performed by him for the Company. All Intellectual Property and
all records related to Intellectual Property,  whether or not patentable,  shall
be and remain the sole and  exclusive  property  of the  Company.  "Intellectual
Property"  means  all  copyrights,   trademarks,  trade  names,  trade  secrets,
proprietary information,  inventions,  designs, developments, and ideas, and all
know-how related  thereto.  Executive hereby assigns and agrees to assign to the
Company all his rights to Intellectual Property and any patents,  trademarks, or
copyrights which may be issued with respect to Intellectual Property.  Executive
further acknowledges that all work shall be work made for hire. During and after
the Employment Term,  Executive agrees to assist the Company,  without charge to
the  Company  but at its request  and  expense,  to obtain and retain  rights in
Intellectual Property, and will execute all appropriate related documents at the
request of the Company.

     Executive  understands  that  this  Paragraph  13  shall  not  apply to any
Intellectual  Property  for  which no  equipment,  supplies,  facilities,  trade
secrets, or other confidential information of the Company was used and which was
developed  entirely on his own time,  and does not relate to the business of the
Company, its actual or anticipated  research,  and does not result from any work
performed by him for the Company.


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     14. Successors and Assignees. This Agreement may be assigned by the Company
to any  successor  or assignee of a  substantial  portion of the business of the
Company  (whether  by  transfer  of assets or  stock,  merger or other  business
combination).  Executive  may not assign his  rights or  obligations  under this
Agreement.

     15. Binding  Effect.  This  Agreement  shall inure to the benefit of and be
binding  upon  the  parties  and  their  respective  heirs,  successors,   legal
representatives and permitted assigns.

     16.  Notices.  Any notice  required  or  permitted  to be given  under this
Agreement  shall be sufficient  if in writing and either  delivered in person by
reputable   messenger  or  overnight   delivery   service,   by  telecopy  (with
confirmation of receipt) or sent by certified mail,  postage prepaid,  if to the
Company at the Company's principal place of business, c/o Chairman of the Board,
and if to the  Executive,  at his home  address  most  recently  filed  with the
Company,  or to such other  address as either  party  shall have  designated  in
writing to the other party.

     17. Law  Governing.  This  Agreement  shall be governed by and construed in
accordance  with  the laws of the  State  of  Connecticut  for  contracts  to be
performed in that State.

     18.  Severability and  Construction.  If any provision of this Agreement is
declared void or unenforceable or against public policy, such provision shall be
deemed  severable  and  severed  from this  Agreement  and the  balance  of this
Agreement  shall  remain  in full  force  and  effect.  If a court of  competent
jurisdiction  determines  that any restriction in this Agreement is overbroad or
unreasonable  under the  circumstances,  such  restriction  shall be modified or
revised by such court to include the maximum reasonable  restriction  allowed by
law.

     19.  Reasonable  Restrictions/Remedies.  Executive  acknowledges  that  the
provisions  contained in Sections 10 through 13 of this Agreement are reasonable
in scope,  area and  duration and are  necessary  for the company to protect its
legitimate  business  interests,  including  its  confidential  information  and
business relationships. Executive and Company acknowledge and agree that damages
would not adequately  compensate  Company if Executive were to breach any of his
covenants  contained  in Sections 10 through 13 above.  Consequently,  Executive
agrees  that in the  event of any such  breach,  Company  shall be  entitled  to
enforce this Agreement by means of an injunction or other equitable  relief,  in
addition to any other remedies  including without  limitation  monetary damages,
set off  against  any  amounts  due  Executive  by Company  and  termination  of
Executive's employment for Cause.

     20. Waiver. Failure to insist upon strict compliance with any of the terms,
covenants  or  conditions  hereof  shall not be  deemed a waiver  of such  term,
covenant or condition.

     21. Entire Agreement;  Modifications. This Agreement constitutes the entire
agreement of the parties with respect to its subject  matter and  supersedes all
prior  agreements,  oral and  written,  between the parties  with respect to the
subject matter of this Agreement. This Agreement may be modified or amended only
by an instrument in writing signed by both parties.


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<PAGE>

     22.  Employment  and Income  Taxes.  All payments  made to Executive by the
Company will be subject to withholding of income and employment  taxes and other
lawful deductions, as applicable.


EXECUTIVE                                       COMPETITIVE TECHNOLOGIES, INC.

      /s/ John B. Nano                          By: /s/ Richard E. Carver
-------------------------------------               ----------------------------
      John B. Nano                                  Richard E. Carver, Chairman





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