Exhibit 10.1

                             DISTRIBUTION AGREEMENT

This DISTRIBUTION AGREEMENT ("Agreement"), effective as of July 29, 2008
("Effective Date"), is entered into by and between Competitive Technologies,
Inc. ("CTT"), a Delaware corporation having a place of business at:

                         Competitive Technologies, Inc.
                         777 Commerce Drive, Suite 100
                              Fairfield, CT 06825

and Excel Life Sciences, Inc (hereinafter referred to as "ELS" or "Distributor",
which shall include its subsidiaries, successors and permitted assigns), a
Delaware corporation with its principal place of business at:

                           Excel Life Sciences, Inc.
                           875 North Michigan Avenue
                                   31st Floor
                               Chicago, IL 60611

CTT and Distributor may each be referred to as a "Party" and collectively as the
"Parties".

                                   Witnesseth

WHEREAS, CTT wishes to appoint Distributor as the exclusive sales agent for Pain
Management Therapy Device and Distributor desires to provide such services to
CTT, in each case, on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutual promises and covenants set forth
herein, the Parties agree as follows:

1.0     RIGHT TO DISTRIBUTE

     1.1  CTT hereby  grants  Distributor  the  right  to purchase from CTT, and
          the exclusive right to distribute and sell solely within the Territory
          (as defined hereinafter), the products identified on Schedule 1 hereto
          (the  "Product(s)").  "Territory"  shall  mean  the  country of India.

     1.2  Distributor  shall  purchase  the  Product(s)  for  resale from CTT at
          the  price of [Confidential] USD as set forth on Schedule 1 hereto, as
          such Schedule may be amended after two (2) years of the effective date
          of  this  Agreement  in  accordance  with the terms hereof. Subsequent
          annual  price  increases  will  be capped at [Confidential] per annum.

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     1.3  All orders  for  Product(s)  by  Distributor  shall  be  Ex  Works
          Manufacturer.  GEOMC  Co.  Ltd.  of  Korea  (formerly  Daeyang  E&C)
          ("Manufacturer")  in  Seoul,  South  Korea  is  the  Manufacturer. The
          product  supplied  by GEOMC Co., Ltd of Korea is a CE approved medical
          device.

     1.4  All Product(s)  sold  by  CTT  to  Distributor  are sold on an "AS IS,
          WHERE IS" basis, except that CTT warrants that upon payment in full by
          Distributor,  Distributor  shall  obtain  merchantable  title  to  the
          Product(s),  and  except  for  any  warranties  that  Manufacturer may
          provide.  Manufacturer's and CTT's replacement warranty for normal use
          with no physical damage to the unit will be for a period of 12 months.
          EXCEPT  FOR  THE FOREGOING, CTT MAKES NO REPRESENTATIONS OR WARRANTIES
          WITH RESPECT TO ANY PRODUCTS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING
          WITHOUT  LIMITATION  WARRANTIES OF MERCHANTABILITY, NON-INFRINGMENT OR
          FITNESS  FOR  A PARTICULAR PURPOSE. All purchases of the Product(s) by
          Distributor  from  CTT shall be paid in US Dollars by wire transfer of
          immediately  available  funds  due to CTT at Bank of America, with the
          purchase  price paid in full within 30 days from the date of the order
          by  the  Distributor.

     1.5  All sales  to  Distributor  are  final.  Any  damaged  Product(s) with
          the  Manufacturer's defects must be returned to the Manufacturer, with
          any  such  return being subject to the terms of the applicable product
          warranty.

     1.6  Distributor  agrees  to  be  responsible  for the product registration
          and  other  filings  in  India.

     1.7  Distributor  agrees  to  (i)  actively  and  continually  market  and
          promote  the  Product(s)  to appropriate potential customers; (ii) use
          best  efforts to promote the sale of the maximum amount of Product(s);
          and  (iii) accurately advise potential customers of the selection, use
          and  functionality  of  the  Product(s).  Distributor  will  keep  CTT
          informed as to conditions that might affect the sale of the Product(s)
          in  the  marketplace.

     1.8  Distributor  will  refrain  from  taking  actions  that may tarnish or
          cause people to hold in poor regard CTT or the Product(s). Distributor
          shall  establish  and  maintain a marketing program and a sales force,
          customer  training  and  technical  service  representatives,  who are
          properly  trained in all aspects of the distributed Product. CTT shall
          have  the  right  to review and discuss with Distributor at reasonable
          times  and  with reasonable frequency all aspects of the marketing and
          service  program.  Distributor  shall  be  solely  responsible  for
          establishing  the  terms of sale (subject to any limitations set forth
          herein)  including,  without  limitation,  the  sale  price  of  the
          Product(s),  consummating  the  sale of any Product(s), collecting the
          sale  price,  and  for  providing  any  post-sale  service that may be

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          necessary  with  the  exception  of  manufacturer  warranty  claims,
          which  shall  be  handled  by  the  Manufacturer.

     1.9  To assist  Distributor  in  marketing  the  Product(s),  CTT  may
          provide  Distributor  with  such  marketing  materials as CTT may deem
          appropriate.  CTT  shall  have  the  right  to  revise  such marketing
          materials  in  its  sole  discretion  at  any time and to provide such
          revised  marketing  materials  to  Distributor  for  all  future  use.
          Distributor shall have no obligation to use such materials and any use
          of  such materials is at Distributor's own risk. Distributor will have
          right  to  adapt  the materials for the local market in the Territory.
          Any  modifications  made  by Distributor to the marketing and training
          materials  and  any  customer,  market  or  other  data  collected  by
          Distributor  pursuant  to  its  distributorship  and  marketing in the
          Territory  will  be  Distributor's intellectual property. CTT warrants
          that  any scientific, medical and clinical information provided by CTT
          to  ELS  regarding  the  pain  management device is accurate. CTT will
          provide  ELS  with  at least two representatives (one business and one
          medical/scientific  person)  at annual product launches and promotions
          at  least  one time per Contract Year in India to support distribution
          during the period of exclusivity. CTT or the manufacturer will provide
          ELS  training  on  servicing the units within the first six (6) months
          following  the  effective  date  of  this  agreement.

     1.10 Distributor  shall  provide  a  written  sales  summary  of actual and
          forecasted  sales  monthly  to  CTT  (each  a  "Monthly Report"). Each
          Monthly  Report  shall  be  provided to CTT on or before the fifteenth
          (15th)  calendar  day  of  the  next  month.

     1.11 The authority  granted  to  Distributor  is  to  distribute  those
          Product(s)  it  has  purchased  from  CTT solely within the Territory.
          Moreover,  Distributor shall not sell Product(s) to purchasers outside
          the  Territory  or  to purchasers inside or outside the Territory that
          Distributor  believes  or has reason to believe are primarily intended
          for  use  or  distribution  outside  the  Territory  without  written
          permission  from  CTT.  Distributor  shall not have, nor shall it hold
          itself  out  as  having, either express or implied authority to accept
          orders for the Product(s) on behalf of CTT or to make contracts in the
          name  of  CTT  or  any  other party. Distributor and CTT will approach
          sales  outside  of  Territory  on a case by case basis and Distributor
          will have ability to sell outside of Territory, if written approval is
          granted  by  CTT.

     1.12 Distributor  acknowledges  and  agrees  that  Distributor  is  an
          independent  agent  under  the  laws  and  rules  of the United States
          Internal  Revenue  Service (as well as any foreign equivalent) and the
          laws  and procedural holdings of the State of Connecticut. Distributor
          is  not  an  employee  of  CTT or any subsidiary of CTT, and shall not
          represent  himself  to  be,  nor  permit himself to be represented as,
          anything  other than a Distributor of the Product(s). Distributor does
          not  and  shall  not have any power to, nor shall it represent that it
          has  any  power  to,  bind  CTT  or create or assume any obligation on
          behalf  of  CTT.


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     1.13 Distributor  shall  not  make  any  representations or warranties with
          respect  to  the Product(s) beyond the product warranties given by the
          Manufacturer of the Product(s). Distributor will comply, at all times,
          with  all  foreign,  federal,  state  and  local  laws and regulations
          applicable  to  it,  including without limitation, all applicable laws
          relating  to  the  marketing, sale and distribution of medical devices
          within  the  Territory.  At  no  time  shall Distributor engage in any
          high-pressure  or  unethical  sales  techniques.

     1.14 The distributors  are  authorized  to  represent  or  describe
          themselves as "Authorized Distributors or Dealers" of the Products for
          CTT.

2.0     TERM OF AGREEMENT

     2.1  Subject  to  the  other  provisions  of  this  Agreement,  the term of
          this  Agreement  shall be for an initial period of four years and four
          months  (52  months)  from  the  Effective Date ("Initial Term"), with
          exclusive  status  in  India  for  Distributor  for first sixteen (16)
          months.  The  first sixteen (16) months shall be Contract Year 1, with
          the  first  4  months  of the same being the "ramp up period". Each 12
          months  period  thereafter  shall  be  termed  as  "Contract  Year 2",
          "Contract  Year  3"  and  so  on. Contract Years 2, 3 and 4 will be on
          Exclusive  basis  if  Distributor  has  purchased  from  CTT  and  not
          returned,  Product(s)  equal  to or in excess of the applicable Yearly
          Product  Minimums minus the tolerance factor, as set forth in Schedule
          2  hereto.  The  term  of  this  Agreement  and  Exclusivity  shall be
          automatically  extended  for  additional  one  year  periods  (each  a
          "Renewal  Term,"  )  so long as Distributor has purchased from CTT and
          not  returned,  Product(s)  equal  to  or  in excess of the applicable
          Yearly  Product  Minimums  minus the tolerance factor, as set forth in
          Schedule  2  hereto,  for the last Contract Year of the Term preceding
          the  proposed Renewal Term. Notwithstanding the foregoing, Distributor
          may prevent any auto-renewal of the Term by providing CTT with written
          notice  of its intent to terminate this Agreement at least ninety (90)
          days  prior  to  the  end  of  the  then-current  Term.


     2.2  Either  Distributor  or  CTT  may  terminate  this  Agreement  at  any
          time  if  the  other  Party  shall  breach  its obligations hereunder;
          provided,  however,  that  the  non-breaching  Party  shall  give  the
          breaching Party written notice of such breach, and the breaching Party
          shall  have  thirty (30) calendar days after receipt of such notice to
          cure  such  breach.  If  such  breach  is  cured  to  the  reasonable
          satisfaction  of the non-breaching party during such period, then this
          Agreement  shall  continue in full force and effect. If such breach is
          not  cured  to  the reasonable satisfaction of the non-breaching party
          during such period, then this Agreement shall terminate effective upon
          the  close  of  business  on  the  last  day  of  such  period.

     2.3  In the  event  CTT  ceases  to  have  the  right  to  sell  any of the
          Product(s),  either  in  whole or in part, Distributor's right to sell
          such  Product(s)  shall  immediately

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          cease,  and  CTT  shall  have  no  liability whatsoever to Distributor
          arising  from such cessation of sales. To the extent such cessation is
          to less than all of the Product(s), this Agreement shall continue with
          respect  to  the remaining Product(s) in accordance with its terms. To
          the  extent  that  CTT  ceases  to  have  the right to sell any of the
          Products(s),  either  in  whole  or in part, and CTT's action directly
          causes  Distributor  to  be  unable  to  sell its Product(s) inventory
          within  a  one  hundred  fifty  (150)  days period, then CTT agrees to
          purchase  the  unsold  inventory  at the original purchase cost of the
          Product(s)  in  inventory.

     2.4  CTT shall  not  be  liable  for  any  damages,  compensation  or
          indemnification of any kind arising from the termination or expiration
          of  this  Agreement,  with  or  without  cause,  whether said damages,
          compensation or indemnification are based on losses caused by previous
          commitments  of  Distributor,  loss of investments, loss of present or
          prospective  profits,  insolvency, loss of goodwill or clients, or any
          other  loss  arising  from  the  termination  or  expiration  of  this
          Agreement.  If  for any reason whatsoever CTT shall have breached this
          Agreement,  Distributor  agrees  that  CTT  shall  not  be  liable  to
          Distributor  for  any  incidental,  special, consequential or indirect
          damages,  even  if  CTT  has  been informed of the possibility of such
          damages.

     2.5  The terms  and  conditions  of  the  following  sections shall survive
          any termination or expiration of this Agreement: Sections 1.5, 5.0 and
          9.0,  as  well  as  any  other  provisions  that  may  be necessary to
          interpret  the  same.

3.0     MINIMUM SALES OBLIGATIONS

     3.1  Distributor  shall  be  obligated  to  purchase  from  CTT that number
          of  Product(s) during each Contract Year as is set forth in Schedule 2
          hereto  (for  each  such  Contract  Year, the "Product Minimums"). The
          Yearly  Product  Minimums  for  each  Contract  Year  are set forth in
          Schedule  2 hereto. The Yearly Product Minimums beyond Contract Year 2
          shall be set by CTT at [Confidential] annual growth from Contract Year
          2  as set forth in Schedule 2. The start of the first Contract Year is
          defined  in  Section  3.2

     3.2  The first  Contract  Year  will  start;  (a)  after  this Agreement is
          signed,  (b)  treatment  protocols and training are provided to ELS by
          CTT,  and  (c)  at  the  expiration  of  a  four  month ramp up period
          following the effective date of the Agreement. Following these events,
          the  "Selling  Clock  Starts Ticking" for the minimums required in the
          Contract  Years.  Immediately  after  this Agreement is signed by both
          parties  and  Indian  regulatory  approval has been received, CTT will
          provide  ELS one unit at [Confidential] and ELS will purchase one unit
          from  CTT  at  [Confidential]  (USD).  ELS will purchase 14 additional
          units,  sent  to ELS in three or less shipments, at [Confidential] per
          unit  within  [Confidential]  days  of  when the "Selling Clock Starts
          Ticking"  or  upon  receiving  Indian  regulatory  approval,

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          whichever  is  earlier  The 15 purchased units will be counted towards
          the  minimums  required  in  the  first  Contract  Year.


     3.3  For continued  exclusivity,  the  annual  minimums  will  have  a
          tolerance factor of [Confidential] of the Contract Year minimum units.
          For  example; Contract Year 1 must be at least [Confidential] units to
          maintain  exclusivity,  and  Contract  Year  2  must  be  at  least
          [Confidential]  units to maintain exclusivity. In the event ELS is not
          able to achieve the annual minimums; ELS will have the ability to sell
          the product in India on a non-exclusive basis for a period of four (4)
          years  following  the  effective  date  of  this  Agreement.

     3.4  This Agreement  and  Exclusive  Distributor  status  shall  be
          automatically  extended  for  additional  twelve (12) month periods so
          long  as  the  Yearly  Product Minimums as set forth in Schedule 2 are
          achieved.

4.0     COMPENSATION

     4.1  As between  CTT  and  Distributor,  subject  only  to  CTT's  right to
          its  purchase price from Distributor, Distributor shall be entitled to
          retain  one  hundred  percent  (100%) of all amounts received from the
          purchaser  of a Product. All travel, promotional, entertainment, taxes
          and  other  expenses  incurred by Distributor in its efforts to market
          and promote the Product(s) will be the sole obligation of Distributor,
          and Distributor will not be entitled to reimbursement of any kind from
          CTT.

5.0     CONFIDENTIALITY; NON-DISPARAGEMENT

     5.1  Confidentiality.

          a.   As used  herein,  "Confidential  Information"  means  private,
               confidential,  trade  secret  or  other  proprietary  information
               (whether  or  not  embodied  or  contained in some tangible form)
               relating  to  any  actual  or  anticipated business of CTT or its
               clients, including, without limitation, any information which, if
               kept  secret,  will  provide CTT or its clients with an actual or
               potential economic advantage over others in the relevant trade or
               industry,  such  as, but not limited to: business data (including
               cost  data),  price  lists,  strategies  and  compensation.
               Confidential  Information shall not include information that: (i)
               at the time of first disclosure by CTT to Distributor was already
               in  the  possession  of  Distributor, as shown by written records
               existing  at  such  time; (ii) is independently made available to
               Distributor  on  a  non-confidential  basis  by  an unrelated and
               independent  third  party  whose disclosure does not constitute a
               breach of any duty of confidentiality owed to CTT or its clients;
               or  (iii)  is  generally  available  to  the  public  in  a
               readily-available  document.

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          b.   Except  as  required  in  considering  a  potential  business
               relationship  with  CTT  or  its  clients,  in connection with an
               actual business relationship with CTT or its clients, or with the
               prior  written  authorization  of  CTT,  Distributor  shall  not
               directly  or  indirectly  use,  disclose, disseminate, publish or
               otherwise  reveal any Confidential Information for the benefit of
               any  party  other  than  CTT  or  its  clients. In the event that
               Distributor  is required by legal process (court order, subpoena,
               etc.)  to  disclose  Confidential  Information, Distributor shall
               first  (unless  expressly  prohibited  by  law)  provide CTT with
               notice and the opportunity to take appropriate action to preserve
               the confidential nature of the information; provided, that in the
               event  CTT  elects  not  to  seek  an  order  securing,  or  is
               unsuccessful,  in  whole  or  in  part,  in  securing,  the
               confidentiality  of  the information to be disclosed, Distributor
               shall limit such disclosure to the minimum amount of Confidential
               Information necessary to comply with the applicable legal process
               as  established  by the written opinion of Distributor's counsel.

          c.   Upon termination  of  Distributor's  discussions  with  CTT
               concerning  a  potential business relationship or the termination
               of  any  actual  business  relationship,  in either case, for any
               reason,  or  upon CTT's earlier request, Distributor shall return
               to  CTT  or  destroy all Confidential Information and any and all
               copies  or  reproductions thereof, and any documents or materials
               containing  Confidential  Information,  in  any  case,  whether
               tangible  or  intangible, in Distributor's possession or control.

     5.2  Non-Disparagement.  Distributor  acknowledges  that  any  disparaging
          comments  by Distributor or its principals, employees or agent against
          CTT  or  the  Product(s)  is likely to substantially harm the business
          reputation  of,  and depreciate the value of, CTT. As such Distributor
          agrees  to act in good faith so as not to harm the business reputation
          of  CTT  or  the  Product(s) in any way, which includes, Distributor's
          agreement  not to defame or publicly criticize the services, business,
          integrity,  veracity  or  reputation  of  the  Product(s)  or CTT, its
          officers,  directors,  managers,  members,  employees,  affiliates  or
          agents  thereof,  in  either  a  professional  or personal manner. The
          provisions of this Section shall survive any termination or expiration
          of  this  Agreement  for  a  period  of  five  (5)  years.

          CTT  acknowledges  that  any  disparaging  comments  by  CTT  or  its
          principals,  employees  or agent against Distributor or the Product(s)
          is  likely  to  substantially  harm  the  business  reputation of, and
          depreciate  the  value  of,  Distributor. As such CTT agrees to act in
          good faith so as not to harm the business reputation of Distributor or
          the  Product(s)  in  any  way,  which includes, CTT's agreement not to
          defame  or  publicly  criticize  the  services,  business,  integrity,
          veracity or reputation of the Product(s) or Distributor, its officers,
          directors, managers, members, employees, affiliates or agents thereof,
          in  either  a  professional  or  personal

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          manner.  The  provisions  of  this  Section  shall  survive  any
          termination  or  expiration of this Agreement for a period of five (5)
          years.

6.0     CONFLICT OF INTEREST

     6.1  Distributor  shall  not  hire  any  officer  or  employee  of  CTT  to
          perform  any  service  covered  under  this  Agreement.

          CTT  shall  not  hire  any  officer  or  employee  of  Distributor  to
          perform  any  services  covered  under  this  Agreement.


     6.2  Distributor  shall  not  sell  or  distribute  identical  products  in
          the  territories  and  listed  in  Schedule  1  under  this Agreement.

          CTT  shall  not  sell  or  distribute  identical  products  in  the
          territories  and  listed in Schedule 1 under this Agreement during the
          period  the  Distributor  has  exclusivity. If non-exclusive, CTT will
          have  the  right  to distribute identical products in the territories.

7.0     ASSIGNMENT OR SUBCONTRACTING

     7.1  Distributor  may  assign  or  transfer  this  Agreement,  or  any
          interest  therein  or  claim  hereunder,  or  subcontract  any  rights
          hereunder,  with the prior written approval of CTT. Such approval will
          not  be  unreasonably  withheld. If CTT consents to such assignment or
          transfer,  the terms and conditions of this Agreement shall be binding
          upon  any  assignee or transferee and shall not relieve Distributor of
          its  obligations  hereunder.


8.0     INDEMNIFICATION; LIMITATION OF LIABILITY

     8.1  Distributor  will  defend,  indemnify,  reimburse  and  hold  CTT
          harmless from and against any and all liabilities, losses, damages and
          costs,  including reasonable attorneys' fees (collectively, "Losses"),
          resulting  from or arising out of, or resulting from or arising out of
          third  party  claims  based  upon,  (a)  the  grossly  negligent,
          intentionally wrongful or illegal acts or omissions of Distributor; or
          (b)  any  actions  of  Distributor beyond its authority granted hereby
          including  the  making  of  any  representations  with  respect  to
          Product(s).

          CTT  will  defend,  indemnify,  reimburse  and  hold  Distributor
          harmless from and against any and all liabilities, losses, damages and
          costs,  including reasonable attorneys' fees (collectively, "Losses"),
          resulting  from  or  arising  out  of,  or

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          resulting  from  or  arising  out  of  third  party claims based upon,
          (a)  the  grossly negligent, intentionally wrongful or illegal acts or
          omissions  of  CTT;  or  (b)  any  actions of CTT beyond its authority
          granted  hereby  including  the  making  of  any  representations with
          respect  to  Product(s).


     8.2  EXCEPT  AS  PROVIDED  UNDER  SECTION  8.1  OR WITH RESPECT TO BREACHES
          OF THE CONFIDENTIALITY PROVISIONS OR SCOPE OF DISTRIBUTOR GRANT, IN NO
          EVENT  SHALL  EITHER  PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL,
          INDIRECT, PUNITIVE, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF OR
          IN CONNECTION WITH THE AGREEMENT REGARDLESS OF WHETHER SUCH CLAIMS ARE
          ASSERTED IN CONTRACT, TORT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, OR
          OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES. IN NO
          EVENT  SHALL  THE  AGGREGATE  LIABILITY  OF  CTT  ARISING  UNDER OR IN
          CONNECTION  WITH  THIS  AGREEMENT  (OR ANY BREACH OR VIOLATION HEREOF)
          EXCEED  THE  AMOUNT  PAID  BY DISTRIBUTOR TO CTT UNDER THIS AGREEMENT.
          SUCH  LIMITATION IS AN ESSENTIAL PROVISION OF THIS AGREEMENT AND WAS A
          CONDITION  UPON  WHICH  THE  TERMS  AND  PRICING  WERE  BASED.

9.0     MISCELLANEOUS

     9.1  Amendment  and  Waiver.  Any  provision  of  this  Agreement  may  be
          amended  or  waived  only  with the written and signed consent of both
          Parties.

     9.2  Severability.  If  any  provision  of  this Agreement shall be held to
          be illegal, invalid, or unenforceable, such provision will be enforced
          to  the  maximum  extent permissible so as to effect the intent of the
          parties,  and  the  validity,  legality,  and  enforceability  of  the
          remaining  provisions  shall  not  in  any way be affected or impaired
          thereby.

     9.3  Applicable  Law.  This  Agreement  shall  be  governed  by the laws of
          the  State  of Connecticut in the United States, without regard to its
          principles  of  conflicts  of  laws.  The Parties expressly reject the
          applicability  of  the  United Nations Convention on Contracts for the
          International  Sale  of  Goods  and  the  Vienna  Convention  on  the
          International  Sale  of  Goods.

     9.4  Notice.  Any  payment,  notice,  or  other  communication  required or
          permitted  to  be made to either Party hereunder shall be sufficiently
          made  or given (i) on the second business day after mailing if sent to
          such  Party  by  internationally recognized overnight courier, (ii) in
          the  next  business  day  after  receipt of confirmation of successful
          transmission  if  sent  by  facsimile,  and  (iii)  upon  receipt

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          if  sent  by  hand  delivery,  in  each  case,  at  its  address given
          below,  or  such  other address as it shall hereafter designate to the
          other  Party  in  writing:


                 In the case of Competitive Technologies, Inc.:

                    John B. Nano
                    Chairman, President and CEO
                    Competitive Technologies, Inc.
                    777 Commerce Drive, Suite 100
                    Fairfield, CT  06825
                    203.368.6044


              with a copy to (which shall not constitute notice):

                    Edwards, Angell, Palmer & Dodge, LLP
                    301 Tresser Blvd
                    Stamford, CT 06901
                    Attn: John A. Flaherty, Esq.
                    203.353.6800




                          In the case of Distributor:

                    Excel Life Sciences, Inc.
                    875 North Michigan Avenue
                    31st Floor
                    Chicago, IL  60611

     9.5  Integration.  This  Agreement  expresses  the  full  contract  between
          the  Parties,  and  all other prior or contemporaneous oral or written
          representations  with  regard to the subject matter hereof shall be of
          no  effect.

     9.6  Interpretation,  Headings,  Number  and  Gender.  The  Parties
          acknowledge  and  agree that this Agreement has been freely negotiated
          and  shall  be  deemed  to  have  been drafted by the Parties jointly.
          Accordingly, no court should construe any provision for or against any
          Party as a result of such Party being involved in the drafting of this
          Agreement.  The  headings  of  the  several  sections are inserted for
          convenience  of  reference only, and are not intended to be part of or
          to  affect  the  meaning  or interpretation of this Agreement. In this
          Agreement,  where  the  context so permits, the singular shall include
          the  plural,  and  vice  versa,  and references to a particular gender
          shall  include  the  other  genders.  The  words "include," "includes"

                                                                   Page 10 of 14
<PAGE>
          and  "including"  are  not  limiting  and  shall  be interpreted as if
          followed  by  the  phase  "without  limitation."  Unless  the  context
          indicates otherwise, the term "or" shall be deemed to include the term
          "and."

     9.7  Force Majeure.  No  Party  hereto  shall  be liable in damages or have
          the  right  to  cancel  this  Agreement  for  any  delay or default in
          performing  hereunder if such delay or default is caused by conditions
          beyond  its  control,  including  but  not  limited  to  acts  of God,
          government  restrictions,  wars,  or  insurrections.

     9.8  Execution.  This  Agreement  will  not  be  binding  upon  the Parties
          until  it  has  been  duly  executed by or on behalf of each Party, in
          which  event  it  shall  be  effective  on  the  Effective  Date.

     9.9  Counterparts.  This  Agreement  may  be  executed  in  two (2) or more
          counterparts,  each  of  which shall be deemed an original, but all of
          which  together shall constitute one and the same instrument. Delivery
          of  an  executed  counterpart  of this Agreement by facsimile shall be
          equally  effective  as delivery of an original executed counterpart of
          this  Agreement.

     9.10 Authorized  Signatories.  The  undersigned  individuals  each
          represent  and  warrant  that  they have the authority to execute this
          Agreement  on  behalf  of  their  respective  companies  or  in  their
          individual  capacities,  as  the  case  may  be.

                            [Signature page follows]













                                                                   Page 11 of 14
<PAGE>
IN  WITNESS  WHEREOF,  the Parties hereto have executed this Agreement as of the
dates  shown  below.


Competitive Technologies, Inc.         Excel Life Sciences, Inc.


By:  \s\ John B. Nano                  By:  \s\ Mohit Mehrotra
     ----------------                       ------------------
Name:  John B. Nano                    Name:  Mohit Mehrotra


Title:  Chairman, President & CEO      Title:  Chief Operating Officer

Date:  July 29, 2008                   Date:  July 29, 2008
       -------------                          -------------




























                                                                   Page 12 of 14
<PAGE>
                                   SCHEDULE 1

                                   Product(s)


          PRODUCT                             PER UNIT
                                              PURCHASE PRICE
          ----------------------------------  --------------
          Pain Management Therapy  Device     [Confidential] USD*




*    The price  per  unit  will  be  [Confidential] USD for the first and second
     Contract Years.  Any price increases after the second Contract Year will be
     capped  at  [Confidential]  per  annum.

     Sales  of  units  in  excess  of  the  annual  Contract  Year  minimums  on
     Schedule  2  will  be  eligible  for  volume  discounts  shown  below:

          In excess of annual minimum by     Discount will be
          ---------------------------------  ----------------
          [Confidential]                     [Confidential]






















                                                                   Page 13 of 14
<PAGE>
SCHEDULE 2

Product Minimums*

I.     For Pain Management Therapy Device:


          Contract Year      Units per Contract Year
          -----------------  -----------------------
          1                  [Confidential]**
          2                  [Confidential]
          3 and beyond       [Confidential] annual growth


*    Tolerance factor of [Confidential] for the Contract Year per Section 3.3 in
     Agreement.

**   Includes purchase of 15 units at [Confidential] per unit per Section 3.2 in
     Agreement.



























                                                                   Page 14 of 14