Exhibit 10.23
                                                                   -------------



THIS  WARRANT  AND THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE OF THIS
WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND MAY NOT BE SOLD,  TRANSFERRED  OR  ASSIGNED  UNLESS  THERE  IS AN  EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE
IN ACCORDANCE  WITH RULE 144 UNDER SUCH ACT, OR THE COMPANY  RECEIVES AN OPINION
OF COUNSEL  FOR THE HOLDER OF SUCH  SECURITIES  REASONABLY  SATISFACTORY  TO THE
COMPANY STATING THAT SUCH SALE, TRANSFER,  ASSIGNMENT OR HYPOTHECATION IS EXEMPT
FROM THE  REGISTRATION  AND PROSPECTUS  DELIVERY  REQUIREMENTS OF SUCH ACT. THIS
WARRANT IS SUBJECT TO CERTAIN  ADDITIONAL  TRANSFER  RESTRICTIONS  PROVIDED  FOR
HEREIN.


                        WARRANT TO PURCHASE COMMON STOCK
                                       of
                         COMPETITIVE TECHNOLOGIES, INC.

1. Number of Shares  Subject to Warrant.  FOR VALUE  RECEIVED,  on and after the
issuance date hereof,  and subject to the terms and conditions herein set forth,
Holder (as defined below) is entitled to purchase from Competitive Technologies,
Inc., a Delaware  corporation (the "Company"),  at any time before 5:00 p.m. New
York time on February 25, 2009 ("Termination  Date"), at a price per share equal
to the Warrant Price (as defined below), the Warrant Stock (as defined below and
subject to  adjustments  as  described  below)  upon  exercise  of this  Warrant
pursuant to Section 6 hereof.

2.  Definitions.  As used in this Warrant,  the  following  terms shall have the
definitions ascribed to them below:

     a)  "Affiliate"  shall mean any person or entity who is an  "affiliate"  as
defined in Rule 12b-2 of the General  Rules and  Regulations  under the Exchange
Act.

     b) "Common  Stock" shall mean fully paid and  non-assessable  shares of the
Company's common stock, par value $0.01 per share.

     c)  "Exchange  Act"  shall mean the  Securities  Exchange  Act of 1934,  as
amended.

     d)  "Holder"  shall  mean  Brooks  Houghton & Company,  Inc.,  or  Holder's
permitted successors and assigns, as applicable.

     e) "Securities" shall mean the Common Stock.

     f) "Securities Act" shall mean the Securities Act of 1933, as amended.


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     g)  "Warrant  Price"  shall be equal to four and three  hundred  forty-five
thousandths dollars ($4.345) per share of Common Stock, subject to adjustment as
described in Section 3 below.

     h) "Warrant Stock" shall mean the Common Stock purchasable upon exercise of
this Warrant.  The total number of shares issuable upon exercise of the Warrant,
subject to  adjustment  as  described in Section 3 below,  shall be  fifty-seven
thousand five hundred thirty-seven (57,537) shares of Common Stock.

3.  Adjustments  and Notices.  The Warrant  Price shall be subject to adjustment
from time to time in accordance with the following provisions:

     a) Subdivision,  Stock Dividends or Combinations. In case the Company shall
at any time subdivide the outstanding  shares of the Common Stock or shall issue
a stock  dividend with respect to the Common Stock,  the Warrant Price in effect
immediately  prior to such subdivision or the issuance of such dividend shall be
proportionately decreased, and in case the Company shall at any time combine the
outstanding  shares of the Common Stock, the Warrant Price in effect immediately
prior to such combination shall be proportionately  increased,  effective at the
close of business on the date of such subdivision,  dividend or combination,  as
the case may be. From and after the time at which such  adjusted  Warrant  Price
becomes effective by reason of such subdivision or stock dividend, the number of
shares of Warrant  Stock  issuable  upon the exercise of this  Warrant  shall be
increased in proportion to such increase in outstanding  shares.  From and after
the time at which such adjusted  Warrant  Price  becomes  effective by reason of
such  combination of outstanding  shares,  the number of shares of Warrant Stock
issuable  upon the exercise of this Warrant  shall be decreased in proportion to
such decrease in outstanding shares.

     b) Reclassification, Exchange, Substitution, In-Kind Distribution. Upon any
reclassification,  exchange,  substitution,  or other  event  (other than events
described in Section  3(a) above) that results in a change of the number  and/or
class of the  securities  issuable  upon  exercise  of this  Warrant or upon the
payment of a dividend in  securities or property  other than Common  Stock,  the
Holder shall be entitled to receive,  upon exercise of this Warrant,  the number
and kind of securities  and property that the Holder would have received for the
Common Stock if this Warrant had been  exercised  immediately  before the record
date for  such  reclassification,  exchange,  substitution,  or  other  event or
immediately  prior to the  record  date for such  dividend.  The  Company or its
successor  shall  promptly issue to Holder a new Warrant for such new securities
or other property.  The new Warrant shall provide for adjustments which shall be
as nearly  equivalent as may be practicable to the  adjustments  provided for in
this Section 3 including,  without limitation,  adjustments to the Warrant Price
and to the number of  securities  or property  issuable  upon  exercise  the new
Warrant. The provisions of this Section 3(b) shall similarly apply to successive
reclassifications,  exchanges,  substitutions,  or other  events and  successive
dividends.

     c) Reorganization,  Merger etc. In case of any (i)  reorganization,  or any
merger or  consolidation  of the Company into or with another  Company where the
Company is not the  surviving  Company,  (ii) sale,  transfer  or lease (but not
including a transfer  or lease by pledge or  mortgage to a bona fide  lender) of
all or  substantially  all of the  assets of the  Company,  or (iii) sale by the
Company's shareholders of 50% or more of the Company's outstanding securities in
one or more related  transactions,  the Company, or such successor or purchasing
Company, as the case may be, shall, upon the closing of any such reorganization,
merger or sale,  duly execute and deliver to the Holder  hereof a new warrant so
that the Holder shall have the right to receive,  at a total  purchase price not
to exceed that  payable  upon the  exercise of the  unexercised  portion of this
Warrant, and in lieu of the shares of the Common Stock theretofore issuable upon
exercise  of this  Warrant,  the kind and  amount  of  shares  of  stock,  other
securities,  money and property receivable upon such  reorganization,  merger or
sale by the  Holder of the  number of shares of Common  Stock  then  purchasable
under this Warrant. Such new warrant shall provide for adjustments that shall be
as nearly  equivalent as may be practicable to the  adjustments  provided for in
this Section 3. The provisions of this subparagraph (c) shall similarly apply to
successive reorganizations, mergers and sales.


<PAGE>

     d) No Impairment. The Company shall not, by amendment of its Certificate of
Incorporation or through a  reorganization,  transfer of assets,  consolidation,
merger, dissolution,  issue or sale of securities or any other voluntary action,
avoid or seek to avoid the  observance or  performance of any of the terms to be
observed or performed under this Warrant by the Company,  but shall at all times
in good faith assist in carrying out of all the provisions of this Section 3 and
in taking all such  action as may be  necessary  or  appropriate  to protect the
Holder's rights under this Section 3 against impairment.

     e) Notice.  Upon any  adjustment  of the Warrant  Price and any increase or
decrease  in the  number of  shares of the  Common  Stock  purchasable  upon the
exercise of this Warrant,  then, and in each such case, the Company, as promptly
as  practicable  thereafter,  shall give written notice thereof to the Holder of
this Warrant at the address of such Holder as shown on the books of the Company,
which  notice  shall state the Warrant  Price as adjusted  and the  increased or
decreased  number of  shares  purchasable  upon the  exercise  of this  Warrant,
setting  forth in  reasonable  detail the  method of  calculation  of each.  The
Company  further  agrees to notify  the  Holder of this  Warrant in writing of a
reorganization,  merger or sale  described  in Section  3(c) hereof at least ten
(10) days prior to the effective date thereof.

     f) Fractional  Shares. No fractional shares shall be issuable upon exercise
of the  Warrant and the number of shares to be issued  shall be rounded  down to
the nearest whole share. If a fractional share interest arises upon any exercise
of the Warrant,  the Company shall eliminate such  fractional  share interest by
paying the Holder an amount computed by multiplying  the fractional  interest by
the fair market value of a full share.

4. No Shareholder  Rights.  This Warrant,  by itself, as distinguished  from any
shares purchased hereunder, shall not entitle its Holder to any of the rights of
a shareholder of the Company.

5. Reservation of Stock; Taxes.

     a) On and after the issuance date hereof, the Company will reserve from its
authorized  and unissued  Common Stock a sufficient  number of shares to provide
for the issuance of Warrant Stock upon the exercise of this Warrant. Issuance of
this Warrant shall  constitute full authority to the Company's  officers who are
charged with the duty of executing  stock  certificates to execute and issue the
necessary certificates for shares of Warrant Stock issuable upon the exercise of
this Warrant.


<PAGE>

     b) The Company  covenants that all Common Stock that may be issued upon the
exercise of rights represented by this Warrant will, upon exercise in accordance
with this  Warrant,  be fully  paid and  nonassessable  and free from all taxes,
liens and  charges in respect of the issue  (other  than taxes in respect of any
transfer occurring contemporaneously with such issue). The Company shall pay any
and all United States federal,  state and local taxes and other charges that may
be payable in  connection  with the  preparation,  issuance  and delivery of the
certificates representing Common Stock issued hereunder.

6. Exercise of Warrant.

     a) This  Warrant may be  exercised  in whole or part by the Holder,  at any
time after the date hereof and prior to the  Termination  Date, by the surrender
of  this  Warrant,   together  with  the  Notice  of  Exercise  and   Investment
Representation  Statement in the forms  attached  hereto as Attachments 1 and 2,
respectively,  duly  completed  and  executed  at the  principal  office  of the
Company,  specifying the portion of the Warrant to be exercised and  accompanied
by payment in full of the Warrant Price in accordance with Section 6(b) hereof.

     b) The Holder may elect to pay the  payment  in full of the  Warrant  Price
with respect to the shares of Warrant  Stock being  purchased  (i) in cash or by
cashier's or bank check,  (ii) by  converting  the Warrant  into  Warrant  Stock
("Cashless  Exercise"),  or (iii) a combination  of the methods  provided for in
sub-clauses  (i) and (ii). If the Holder elects to pay the Warrant Price through
Cashless  Exercise,  upon the exercise  hereof,  the Holder shall specify in the
Notice of Exercise  that the Company is  authorized  to withhold from issuance a
number of shares of Warrant  Stock,  which,  when  multiplied by the fair market
value (as  determined in good faith by the Board of Directors of the Company and
agreed  to by the  Holder)  per  share  of the  Warrant  Stock,  is equal to the
aggregate Warrant Price to be paid for all shares of Warrant Stock for which the
Cashless  Exercise  payment method is being  utilized (and such withheld  shares
shall no longer be issuable under this Warrant).

     c) This Warrant shall be deemed to have been exercised immediately prior to
the close of  business  on the date of its  surrender  for  exercise as provided
above,  and the person  entitled to receive the shares of Warrant Stock issuable
upon such  exercise  shall be  treated  for all  purposes  as the holder of such
shares of record  as of the close of  business  on such  date.  As  promptly  as
practicable  after such date,  the Company shall issue and deliver to the person
or persons  entitled to receive the same a certificate or  certificates  for the
number of full  shares of Warrant  Stock  issuable  upon such  exercise.  If the
Warrant  shall be exercised  for less than the total number of shares of Warrant
Stock then issuable upon exercise,  promptly after surrender of the Warrant upon
such  exercise,  the Company will  execute and deliver a new Warrant,  dated the
date  hereof,  evidencing  the right of the Holder to the balance of the Warrant
Stock purchasable hereunder upon the same terms and conditions set forth herein.

7. Transfer of Warrant.  This Warrant may not be  transferred or assigned by the
Holder hereof in whole or in part, except to an Affiliate of the Holder, without
the prior written consent of the Company.


<PAGE>

8.  Termination.  This Warrant shall terminate on 5:00 p.m. New York time on the
Termination Date.

9. Piggyback Registration Rights.

     a) If the Company  shall  determine to register any Common Stock either for
its own  account  or for  the  account  of any  stockholders  exercising  demand
registration  rights,  other than a  registration  relating  solely to  employee
benefit plans, or a corporate  reorganization  or other  transaction  covered by
Rule 145 (or its successor  rule)  promulgated  by the  Securities  and Exchange
Commission (the "Commission") under the Securities Act, or a registration on any
registration  form that does not permit  secondary sales, or on a form that does
not  include  substantially  the same  information  as would be  required  to be
included in a registration  statement covering the sale of the shares of Warrant
Stock, then the Company will:

        i) at least thirty (30) days  prior  to  filing  any  such  registration
statement under the Securities Act, give to the Holder written notice thereof;

        ii) subject to Sections 9(b) and (d) hereof, use commercially reasonable
efforts to include in such  registration  (and any related  qualification  under
blue sky laws or other compliance;  provided, that in no event shall the Company
be required in connection  therewith or as a condition  thereto to qualify to do
business  or file a general  consent to service of process in any such states or
jurisdictions  unless  the  Company  is  already  subject  to  service  in  such
jurisdictions  and except as may be required by the Securities  Act), and in any
underwriting  involved  therein,  all the shares of Warrant Stock specified in a
written  request or  requests,  made by the Holder and  received  by the Company
within twenty (20) days after the written  notice from the Company  described in
clause (a) above is mailed or delivered by the Company. Such written request may
specify all or a part of the Warrant Stock;

        iii) The registration rights set forth in this  Section  9(a)  hereunder
shall be afforded to the Holder in accordance  with the  priorities set forth in
Section 9(b) hereof; and

        iv) If the Common Stock  is  then  listed  on  any  national  securities
exchange  (as  defined in the  Exchange  Act) or is then  quoted on NASDAQ,  use
commercially  reasonable  efforts  to list all  Warrant  Stock  covered  by such
registration  statement on the national  securities exchange on which the Common
Stock is then  listed,  and if not so  listed,  to be  quoted  on NASDAQ if then
quoted.

     b) Allocation of Registration  Opportunities.  In any circumstance in which
all  of  the  shares  of  Warrant  Stock  and  other  Company   securities  with
registration  rights (such other  Company  securities  being  referred to as the
"Other  Shares")  requested to be included in a registration  on behalf of other
selling persons cannot be so included due to marketing factors or other reasons,
the Company may limit, to the extent so advised by the managing  underwriter(s),
the amount of Company  securities  to be  included  in the  registration  by the
holders  of Company  securities  (including  the  Holder)  as  discussed  in the
following  sentence.  The  Company  shall  so  advise  all  holders  of  Company
securities requesting registration,  and, subject to the preceding sentence, the
number of shares of Company  securities  that are entitled to be included in the
registration  and  underwriting  shall be allocated (A) first to the Company for


<PAGE>

Company  securities being sold for its own account;  (B) thereafter to the Other
Shares of any persons  holding demand  registration  rights  electing to include
such  securities in the  registration  (unless the terms of such person's demand
rights permit such person to be included  before the Company,  in which case the
terms of such demand rights shall  control with respect to the priority  between
such holder and the Company), (C) thereafter to the Other Shares held by persons
holding piggyback registration rights electing to include such securities in the
registration,  on a pro rata fully  diluted  basis;  and (D)  thereafter  to the
Warrant Stock held by persons holding piggyback  registration rights electing to
include such securities in the registration,  on a pro rata fully diluted basis.
If other selling persons do not request inclusion of the maximum number of Other
Shares  allocated  to  them  pursuant  to  the  above-described  procedure,  the
remaining  portion of such person's  allocation  shall be reallocated  among the
other selling  persons whose  allocations  did not satisfy their requests in the
order described in subsections  (A), (B), (C) and (D) above, pro rata under each
such  subsection on the basis of the number of shares of Warrant Stock and Other
Shares,  as  applicable,  held by such  persons,  and  this  procedure  shall be
repeated  until  all of the  shares  of  Warrant  Stock  and  Other  Shares,  as
applicable,  that may be  included  in the  registration  on behalf of the other
selling persons have been so allocated.

     c)  Underwriting.  If the registration of which the Company gives notice is
for a registered public offering involving an underwriting, the Company shall so
advise the Holder as a part of the written notice given pursuant to Section 9(a)
hereof. In such event, the right of the Holder to registration  pursuant to this
Section  9  shall  be  conditioned  upon  the  Holder's  participation  in  such
underwriting   and  the  inclusion  of  the  shares  of  Warrant  Stock  in  the
underwriting to the extent provided in Section 9 of this Warrant.  To the extent
the Holder  proposes to  distribute  the shares of Warrant  Stock  through  such
underwriting  the Holder shall  (together with the Company and the other holders
of  Company   securities  with  registration   rights  to  participate   therein
distributing their Company  securities through such underwriting)  enter into an
underwriting agreement in customary form for offerings of the type proposed with
the representative of the underwriter or underwriters selected by the Company.

     d) Procedures.  Notwithstanding  any other  provision of this Section 9, if
the  managing  underwriter(s)  advises  the  Company in writing  that  marketing
factors  require a limitation  on the number of shares to be  underwritten,  the
managing  underwriter(s)  may limit the number of shares of Warrant  Stock to be
included in the  registration  and  underwriting in accordance with Section 9(b)
hereof. If the Holder does not agree to the terms of any such underwriting,  the
Holder  shall be excluded  therefrom  by written  notice from the Company or the
underwriter. Any shares of Warrant Stock or other Company securities excluded or
withdrawn from such underwriting shall be withdrawn from such registration.

     e)  Indemnification.  In the event any shares of Warrant Stock are included
in a registration statement under this Section 9:

        i) To the extent permitted by law, the Company will  indemnify  and hold
harmless the Holder, the partners, members, managers, or officers, directors and
stockholders of the Holder,  legal counsel and  accountants for the Holder,  any
underwriter  (as defined in the Securities  Act) for the Holder and each person,
if any,  who  controls  the  Holder or  underwriter  within  the  meaning of the
Securities  Act or the  Exchange  Act,  against any losses,  claims,  damages or
liabilities  (joint or  several)  to which  they may  become  subject  under the


<PAGE>

Securities Act, the Exchange Act or any state securities  laws,  insofar as such
losses,  claims,  damages,  or liabilities (or actions in respect thereof) arise
out  of or  are  based  upon  any  of the  following  statements,  omissions  or
violations:  (i) any untrue  statement or alleged untrue statement of a material
fact  contained  in  such  registration  statement,  including  any  preliminary
prospectus  or  final  prospectus   contained   therein  or  any  amendments  or
supplements  thereto,  (ii) the omission or alleged  omission to state therein a
material fact required to be stated therein, or necessary to make the statements
therein not  misleading,  or (iii) any  violation  or alleged  violation  by the
Company of the Securities  Act, the Exchange Act, any state  securities  laws or
any rule or regulation  promulgated under the Act, the Exchange Act or any state
securities  laws  (collectively,  a "Company  Violation");  and the Company will
reimburse the Holder for any legal or other expenses  reasonably  incurred by it
in connection  with  investigating  or defending any such loss,  claim,  damage,
liability or action;  provided,  however, that the indemnity agreement contained
in this Section  9(e)(i)  shall not apply to amounts paid in  settlement  of any
such loss,  claim,  damage,  liability or action if such  settlement is effected
without the  consent of the Company  (which  consent  shall not be  unreasonably
withheld),  nor shall the  Company be liable in any such case for any such loss,
claim,  damage,  liability  or action to the extent  that it arises out of or is
based upon a Company  Violation  that occurs in reliance  upon and in conformity
with written  information  furnished  expressly for use in connection  with such
registration  by the Holder;  provided,  further,  however,  that the  foregoing
indemnity  agreement with respect to any preliminary  prospectus shall not inure
to the  benefit of the Holder if a copy of the  prospectus  (as then  amended or
supplemented  if the Company shall have  furnished any amendments or supplements
thereto) was not sent or given by or on behalf of the Holder to such person,  if
required  by  law  so to  have  been  delivered,  at or  prior  to  the  written
confirmation of the sale of the shares to such person, and if the prospectus (as
so amended or  supplemented)  would  have cured the defect  giving  rise to such
loss, claim, damage or liability.

        ii) To the extent permitted by law, the Holder will  indemnify  and hold
harmless the Company, each of its directors, each of its officers who has signed
the registration statement, each person, if any, who controls the Company within
the  meaning of the  Securities  Act,  legal  counsel  and  accountants  for the
Company, any underwriter, any other selling holder of Company securities in such
registration statement (an "Other Selling Holder") and any controlling person of
any such  underwriter  or Other  Selling  Holder,  against any  losses,  claims,
damages or liabilities  (joint or several) to which any of the foregoing persons
may become  subject,  under the  Securities  Act,  the Exchange Act or any state
securities  laws,  insofar as such losses,  claims,  damages or liabilities  (or
actions in respect  thereto) arise out of or are based upon any of the following
statements,  omissions or violations: (i) any untrue statement or alleged untrue
statement of a material fact contained in such registration statement, including
any  preliminary  prospectus  or  final  prospectus  contained  therein  or  any
amendments  or  supplements  thereto,  (ii) the omission or alleged  omission to
state  therein a material fact  required to be stated  therein,  or necessary to
make the statements  therein not  misleading,  or (iii) any violation or alleged
violation by the Holder or its  Affiliates of the  Securities  Act, the Exchange
Act, any state securities laws or any rule or regulation  promulgated  under the
Securities Act, the Exchange Act or any state securities laws  (collectively,  a
"Holder  Violation");  in each case to the extent (and only to the extent)  that
such Holder  Violation  occurs in reliance upon and in  conformity  with written
information  furnished by the Holder  expressly for use in connection  with such
registration; and the Holder will reimburse the Company, and each such director,
officer,  underwriter  or  controlling  person,  for any legal or other expenses
reasonably  incurred by the Company,  such  director,  officer,  underwriter  or
controlling  person in connection with investigating or defending any such loss,
claim,  damage,  liability  or action;  provided,  however,  that the  indemnity
agreement  contained in this Section 9(e)(ii) shall not apply to amounts paid in
settlement  of any  such  loss,  claim,  damage,  liability  or  action  if such
settlement is effected  without the consent of the Holder  (which  consent shall
not be unreasonably  withheld);  provided,  further,  however,  that in no event
shall any indemnity under this subsection  9(e)(ii) exceed the net proceeds from
the offering  received by the Holder,  unless such liability arises out of or is
based  upon  the  Holder's  willful  misconduct,  in which  case  the  foregoing
limitation of liability shall not apply.


<PAGE>

        iii) Promptly after receipt by an indemnified party under  this  Section
9(e) of notice of the  commencement  of any action  (including any  governmental
action),  such  indemnified  party will, if a claim in respect  thereof is to be
made  against any  indemnifying  party under this Section  9(e),  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  the  defense  thereof  with  counsel  mutually
satisfactory  to the  parties;  provided,  however,  that an  indemnified  party
(together with all other  indemnified  parties that may be  represented  without
conflict by one counsel)  shall have the right to retain one  separate  counsel,
with  the  fees  and  expenses  to  be  paid  by  the  indemnifying   party,  if
representation  of  such  indemnified  party  by  the  counsel  retained  by the
indemnifying  party would be inappropriate due to actual or potential  differing
interests between such indemnified party and any other party represented by such
counsel  in such  proceeding.  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  party  under  this  Section  9(e),  except to the  extent  that the
indemnifying  party is  actually  prejudiced  by such  failure  to give  notice.
Furthermore,  the omission to deliver written notice to the  indemnifying  party
will not relieve the indemnifying party of any liability that it may have to any
indemnified party otherwise than under this Section 9(e).

        iv) If the  indemnification provided for in this Section 9(e) is held by
a court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss,  liability,  claim,  damage or expense  referred to herein,
then the  indemnifying  party, in lieu of indemnifying  such  indemnified  party
hereunder,  shall  contribute to the amount paid or payable by such  indemnified
party as a result of such  loss,  liability,  claim,  damage or  expense in such
proportion as is appropriate  to reflect the relative fault of the  indemnifying
party  on the  one  hand  and of the  indemnified  party(ies)  on the  other  in
connection  with  the  statements  or  omissions  that  resulted  in such  loss,
liability,  claim,  damage or expense,  as well as any other relevant  equitable
considerations  including  the  relative  benefits  received  as a result of the
offering.  The relative fault of the  indemnifying  party and of the indemnified
party shall be  determined  by  reference  to, among other  things,  whether the
untrue or alleged untrue statement of a material fact or the omission to state a
material fact relates to information  supplied by the  indemnifying  party or by
the indemnified  party and the parties'  relative intent,  knowledge,  access to
information,  and  opportunity to correct or prevent such statement or omission.
No person guilty of fraudulent  misrepresentation  within the meaning of Section
11(f) of the  Securities Act shall be entitled to  contribution  from any Person
who was not guilty of such fraudulent misrepresentation.


<PAGE>

        v)  Notwithstanding the foregoing, to the extent that the  provisions on
indemnification and contribution contained in the underwriting agreement entered
into in connection  with the  underwritten  public offering are in conflict with
the foregoing  provisions,  the provisions in the  underwriting  agreement shall
control.

        vi) The obligations of the Company and the  Holder  under  this  Section
9(e) shall survive the  completion of any offering of shares of Warrant Stock in
a registration statement under this Section 9, and otherwise.

10.  Miscellaneous.  This Warrant  shall be governed by the laws of the State of
Delaware, as such laws are applied to contracts to be entered into and performed
entirely  in  Delaware.  The  headings  in  this  Warrant  are for  purposes  of
convenience  and  reference  only,  and shall not be deemed to constitute a part
hereof.  Neither  this  Warrant  nor any term  hereof  may be  changed or waived
orally,  but only by an  instrument  in writing  signed by the  Company  and the
Holder of this Warrant. All notices and other communications from the Company to
the Holder of this Warrant shall be delivered personally, by facsimile or mailed
by first class mail, postage prepaid, to the address furnished to the Company in
writing by the last Holder of this  Warrant who shall have  furnished an address
to the Company in writing,  and if mailed shall be deemed given three days after
deposit in the United States mail.

     ISSUED: February 25, 2004

                                           COMPETITIVE TECHNOLOGIES, INC.


                                           By: /s/ John B. Nano
                                               _________________________________

                                           Name: John B. Nano
                                                 _______________________________

                                           Its: President & CEO
                                                ________________________________




<PAGE>

                                  Attachment 1
                                  ------------

                               NOTICE OF EXERCISE


TO:      COMPETITIVE TECHNOLOGIES, INC.

     o The  undersigned  hereby elects to purchase  _____________  shares of the
Warrant Stock of  Competitive  Technologies,  Inc.  pursuant to the terms of the
attached  Warrant,  and tenders  herewith payment of the purchase price in full,
together with all applicable transfer taxes, if any.

     o DELETE IF NOT APPLICABLE[The  undersigned,  pursuant to the provisions of
the  attached  Warrant,  hereby  irrevocably  elects  to  exercise  the right of
cashless exercise for ___ shares of Warrant Stock and as payment therefor hereby
directs Competitive  Technologies,  Inc., to withhold ________ shares of Warrant
Stock that the undersigned would otherwise be entitled to under the Warrant].

     o Please issue a certificate or  certificates  representing  said shares of
Warrant  Stock  in the  name  of the  undersigned  or in such  other  name as is
specified below:


                    ________________________________________
                                     (Name)


                    ________________________________________
                                    (Address)



___________________________________          ___________________________________
(Date)                                       (Name of Warrant Holder)

                                             By:
                                                 _______________________________

                                             Title:
                                                    ____________________________



<PAGE>

                                  Attachment 2
                                  ------------

                       INVESTMENT REPRESENTATION STATEMENT

                             Shares of Warrant Stock
                     (as defined in the attached Warrant) of
                         COMPETITIVE TECHNOLOGIES, INC.

     In  connection  with  the  purchase  of the  above-listed  securities,  the
undersigned hereby represents to Competitive Technologies,  Inc. (the "Company")
as follows:

1.  The  securities  to be  received  upon  the  exercise  of the  Warrant  (the
"Securities")  will be acquired for  investment  for its own  account,  not as a
nominee or agent,  and not with a view to the sale or  distribution  of any part
thereof,  and the  undersigned  has no present  intention  of selling,  granting
participation in or otherwise distributing the same, but subject,  nevertheless,
to any  requirement  of law that the  disposition  of its property  shall at all
times be within its  control.  By  executing  this  Statement,  the  undersigned
further represents that it does not have any contract, undertaking, agreement or
arrangement with any person to sell,  transfer,  or grant participations to such
person or to any third  person,  with respect to any  Securities  issuable  upon
exercise of the Warrant.

2. The undersigned understands that the Securities issuable upon exercise of the
Warrant at the time of issuance may not be registered  under the  Securities Act
of 1933, as amended (the  "Securities  Act"),  and applicable  state  securities
laws, on the ground that the issuance of such  securities is exempt  pursuant to
Regulation  D under the  Securities  Act and state law  exemptions  relating  to
offers  and  sales  not by means of a public  offering,  and that the  Company's
reliance on such exemptions is predicated on the  undersigned's  representations
set forth herein.

3. The undersigned hereby represents and warrants to the Company that, as of the
date  hereof,  the  undersigned  (i) is an  Accredited  Investor as that term is
defined in Rule 501 of Regulation D promulgated  under the Securities  Act; (ii)
has the  ability to bear the  economic  risks of the  undersigned's  prospective
investment in the  Securities,  including a complete  loss of the  undersigned's
investment in the  Securities;  and (iii) has not been offered the Securities by
any form of advertisement,  article,  notice or other communication published in
any newspaper, magazine, or similar media or broadcast over television or radio,
or any seminar or meeting whose attendees have been invited by any such media.

4. Except for a transfer by the  undersigned to an Affiliate of the  undersigned
which agrees in writing,  in form and substance  satisfactory to the Company, to
be bound  by this  paragraph  4 as if it was the  undersigned,  the  undersigned
agrees that in no event will it make a disposition  of any  Securities  acquired
upon the exercise of the Warrant unless and until (i) it shall have notified the
Company of the proposed  disposition and shall have furnished the Company with a
statement of the circumstances surrounding the proposed disposition, and (ii) it
shall have furnished the Company with an opinion of counsel  satisfactory to the
Company  and  Company's  counsel  to the  effect  that  (A)  appropriate  action
necessary  for  compliance  with the  Securities  Act and any  applicable  state
securities   laws  has  been  taken  or  an  exemption  from  the   registration
requirements  of the  Securities  Act and such  laws is  available,  and (B) the
proposed transfer will not violate any of said laws.


<PAGE>

5. The undersigned acknowledges that an investment in the Company involves risks
and  represents  that  it is  able  to  fend  for  itself  in  the  transactions
contemplated by this  Statement,  has such knowledge and experience in financial
and business  matters as to be capable of evaluating the merits and risks of its
investments,  and has the ability to bear the economic risks (including the risk
of a total loss) of its investment.  The undersigned  represents that it has had
the  opportunity  to ask  questions  of the  Company  concerning  the  Company's
business and assets and to obtain any additional information which it considered
necessary to verify the accuracy of or to amplify the Company's disclosures, and
has had all questions which have been asked by it satisfactorily answered by the
Company.

6.  The  undersigned  acknowledges  that  each  certificate  or  other  document
represents  shares of the Securities  shall bear a legend in  substantially  the
following  form until such time as the  Securities  represented  thereby  are no
longer subject to the provisions hereof:

THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT OF 1933,  AS AMENDED (THE "ACT") AND MAY NOT BE SOLD UNLESS
THERE IS AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  SUCH ACT  COVERING  SUCH
SECURITIES,  THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER SUCH ACT, OR THE
COMPANY  RECEIVES  AN  OPINION  OF  COUNSEL  FOR THE  HOLDER OF SUCH  SECURITIES
REASONABLY  SATISFACTORY  TO THE  COMPANY  STATING  THAT  SUCH  SALE,  TRANSFER,
ASSIGNMENT,  OR  HYPOTHECATION  IS EXEMPT FROM THE  REGISTRATION  AND PROSPECTUS
DELIVERY REQUIREMENTS OF SUCH ACT.

7. The undersigned  acknowledges  that the Securities  issuable upon exercise of
the Warrant must be held indefinitely unless  subsequently  registered under the
Securities  Act  or an  exemption  from  such  registration  is  available.  The
undersigned  is  aware  of the  provisions  of Rule 144  promulgated  under  the
Securities  Act which  permit  limited  resale of shares  purchased in a private
placement subject to the satisfaction of certain  conditions,  including,  among
other things,  the existence of a public market for the shares, the availability
of certain current public  information  about the Company,  the resale occurring
not less than one year after a party has  purchased and paid for the security to
be sold,  the sale being  through a "broker's  transaction"  or in  transactions
directly  with a "market  makers" (as provided by Rule 144(f)) and the number of
shares  being  sold  during  any  three-month  period  not  exceeding  specified
limitations.


<PAGE>


     Dated: _______________________


                                             ___________________________________
                                             (Typed or Printed Name)


                                             By: _______________________________
                                                     (Signature)

                                             ___________________________________
                                             (Title)



<PAGE>

                      [COMPETITIVE TECHNOLOGIES LETTERHEAD]


June 17, 2004

Brooks Houghton & Company, Inc.
444 Madison Avenue, 25th Floor
New York, NY  10022
Attn: Gerald H. Houghton
      President

Dear Mr. Houghton:

We understand that at some point in the future Brooks  Houghton & Company,  Inc.
("Brooks  Houghton")  may desire to transfer all or some portion of the right to
purchase  shares of the Common  Stock of  Competitive  Technologies,  Inc.  (the
"Company")  represented by that certain  Warrant issued by the Company to Brooks
Houghton,  dated  February  25, 2004 (the  "Warrant"),  to  employees  of Brooks
Houghton who are  Accredited  Investors  (as defined in Rule 501 of Regulation D
under the  Securities  Act of 1933,  as  amended).  This letter  confirms  that,
pursuant to Section 7 of such Warrant, the Company will consent, and hereby does
consent, to the transfer of all or any portion of the Warrant to such employees.

Sincerely,

/s/ John Nano
_____________
John Nano
President and Chief Executive Officer