REGISTRATION RIGHTS AGREEMENT

     REGISTRATION  RIGHTS  AGREEMENT  (this  "AGREEMENT"),  dated as of July 22,
2008,  by  and  between  COMPETITIVE TECHNOLOGIES, INC., a Delaware corporation,
(the  "COMPANY"), and FUSION CAPITAL FUND II, LLC, an Illinois limited liability
company  (together  with  it permitted assigns, the "BUYER").  Capitalized terms
used  herein and not otherwise defined herein shall have the respective meanings
set  forth  in  the  Common  Stock Purchase Agreement by and between the parties
hereto,  dated  as  of  the  date  hereof (as amended, restated, supplemented or
otherwise  modified  from  time  to  time,  the  "PURCHASE  AGREEMENT").

     WHEREAS:

     A.     The Company has agreed, upon the terms and subject to the conditions
of  the Purchase Agreement, to issue to the Buyer (i) up to Five Million Dollars
($5,000,000)  of  the  Company's  common  stock,  par value $0.01 per share (the
"COMMON  STOCK")  (the  "PURCHASE  SHARES"),  and (ii) such number of  shares of
Common  Stock  as is required pursuant to Section 4(e) of the Purchase Agreement
(the  "COMMITMENT  SHARES");  and

     B.     To  induce  the  Buyer  to  enter  into  the Purchase Agreement, the
Company  has  agreed to provide certain registration rights under the Securities
Act  of  1933,  as  amended,  and  the  rules and regulations thereunder, or any
similar  successor  statute (collectively, the "1933 ACT"), and applicable state
securities  laws.

     NOW,  THEREFORE,  in consideration of the promises and the mutual covenants
contained  herein  and  other  good  and valuable consideration, the receipt and
sufficiency  of  which are hereby acknowledged, the Company and the Buyer hereby
agree  as  follows:

     1.     DEFINITIONS.

     As  used  in  this  Agreement, the following terms shall have the following
meanings:

          a.  "INVESTOR"  means the Buyer, any transferee or assignee thereof to
     whom  a  Buyer  assigns  its  rights under this Agreement and who agrees to
     become bound by the provisions of this Agreement in accordance with Section
     9  and  any transferee or assignee thereof to whom a transferee or assignee
     assigns  its  rights under this Agreement and who agrees to become bound by
     the  provisions  of  this  Agreement  in  accordance  with  Section  9.

          b.  "PERSON"  means  any person or entity including any corporation, a
     limited  liability company, an association, a partnership, an organization,
     a  business, an individual, a governmental or political subdivision thereof
     or  a  governmental  agency.

          c.  "REGISTER,"  "REGISTERED,"  and  "REGISTRATION"  refer  to  a
     registration  effected  by  preparing  and  filing one or more registration
     statements  of  the Company in compliance with the 1933 Act and pursuant to
     Rule  415  under  the 1933 Act or any successor rule providing for offering
     securities  on  a  continuous  basis  ("RULE  415"), and the declaration or
     ordering  of  effectiveness of such registration statement(s) by the United
     States  Securities  and  Exchange  Commission  (the  "SEC").

          d. "REGISTRABLE SECURITIES" means the Purchase Shares which have been,
     or  which may from time to time be, issued or issuable to the Investor upon
     purchases  of  the  Available  Amount under the Purchase Agreement (without
     regard  to  any  limitation  or  restriction  on  purchases)  and  the

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     Commitment  Shares  issued  or  issuable  to the Investor and any shares of
     capital  stock  issued or issuable with respect to the Purchase Shares, the
     Commitment Shares or the Purchase Agreement as a result of any stock split,
     stock  dividend,  recapitalization, exchange or similar event or otherwise,
     without regard to any limitation on purchases under the Purchase Agreement.

          e.  "REGISTRATION  STATEMENT"  means the registration statement of the
     Company  covering  only  the  sale  of  the  Registrable  Securities.

     2.     REGISTRATION.

          a.  Mandatory Registration. The Company shall within ten (10) Business
     Days from the date hereof file with the SEC the Registration Statement. The
     Registration  Statement shall register only the Registrable Securities, and
     up  to  50,000 additional shares of Common Stock and no other securities of
     the  Company.  The  Investor  and  its  counsel  shall  have  a  reasonable
     opportunity  to  review  and  comment  upon  such registration statement or
     amendment  to  such registration statement and any related prospectus prior
     to  its  filing  with  the  SEC.  Investor  shall  furnish  all information
     reasonably  requested  by  the  Company  for inclusion therein. The Company
     shall  use its best efforts to have the Registration Statement or amendment
     declared  effective  by  the SEC at the earliest possible date. The Company
     shall  use  reasonable  best  efforts  to  keep  the Registration Statement
     effective pursuant to Rule 415 promulgated under the 1933 Act and available
     for  sales  of  all  of  the  Registrable Securities at all times until the
     earlier  of  (i)  the  date  as  of  which the Investor may sell all of the
     Registrable  Securities  without  restriction  pursuant  to  Rule  144(k)
     promulgated  under  the 1933 Act (or successor thereto) or (ii) the date on
     which  (A)  the Investor shall have sold all the Registrable Securities and
     no Available Amount remains under the Purchase Agreement (the "REGISTRATION
     PERIOD").  The  Registration  Statement  (including  any  amendments  or
     supplements  thereto  and prospectuses contained therein) shall not contain
     any  untrue  statement  of a material fact or omit to state a material fact
     required to be stated therein, or necessary to make the statements therein,
     in  light  of  the  circumstances  in which they were made, not misleading.

          b.  Rule  424 Prospectus. The Company shall, as required by applicable
     securities  regulations,  from  time to time file with the SEC, pursuant to
     Rule  424  promulgated  under  the  1933 Act, the prospectus and prospectus
     supplements, if any, to be used in connection with sales of the Registrable
     Securities  under  the Registration Statement. The Investor and its counsel
     shall  have  a  reasonable  opportunity  to  review  and  comment upon such
     prospectus  prior  to  its  filing with the SEC. The Investor shall use its
     reasonable  best  efforts  to  comment  upon such prospectus within one (1)
     Business  Day from the date the Investor receives the final version of such
     prospectus.

          c.  Sufficient Number of Shares Registered. In the event the number of
     shares  available under the Registration Statement is insufficient to cover
     all of the Registrable Securities, the Company shall amend the Registration
     Statement  or  file  a  new  registration  statement  (a  "NEW REGISTRATION
     STATEMENT"),  so  as to cover all of such Registrable Securities as soon as
     practicable,  but  in any event not later than ten (10) Business Days after
     the  necessity  therefor  arises.  The Company shall use it reasonable best
     efforts to cause such amendment and/or New Registration Statement to become
     effective  as  soon  as  practicable  following  the  filing  thereof.

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3.     RELATED  OBLIGATIONS.

     With  respect  to  the  Registration Statement and whenever any Registrable
Securities  are  to  be registered pursuant to Section 2(b) including on any New
Registration  Statement,  the  Company  shall use its reasonable best efforts to
effect  the  registration  of  the Registrable Securities in accordance with the
intended  method of disposition thereof and, pursuant thereto, the Company shall
have  the  following  obligations:

          a.  The  Company  shall  prepare and file with the SEC such amendments
     (including  post-effective  amendments) and supplements to any registration
     statement  and  the  prospectus  used  in connection with such registration
     statement, which prospectus is to be filed pursuant to Rule 424 promulgated
     under  the 1933 Act, as may be necessary to keep the Registration Statement
     or  any  New  Registration  Statement  effective  at  all  times during the
     Registration Period, and, during such period, comply with the provisions of
     the  1933 Act with respect to the disposition of all Registrable Securities
     of  the  Company  covered  by  the  Registration  Statement  or  any  New
     Registration  Statement  until  such  time  as  all  of  such  Registrable
     Securities  shall  have  been  disposed  of in accordance with the intended
     methods  of  disposition  by  the seller or sellers thereof as set forth in
     such  registration  statement.

          b.  The  Company  shall permit the Investor to review and comment upon
     the  Registration  Statement  or  any  New  Registration  Statement and all
     amendments  and supplements thereto at least two (2) Business Days prior to
     their  filing  with  the  SEC, and not file any document in a form to which
     Investor  reasonably  objects.  The  Investor shall use its reasonable best
     efforts  to comment upon the Registration Statement or any New Registration
     Statement and any amendments or supplements thereto within two (2) Business
     Days  from  the  date  the Investor receives the final version thereof. The
     Company  shall  furnish  to the Investor, without charge any correspondence
     from  the SEC or the staff of the SEC to the Company or its representatives
     relating  to  the Registration Statement or any New Registration Statement.

          c.  Upon  request  of  the  Investor, the Company shall furnish to the
     Investor,  (i)  promptly after the same is prepared and filed with the SEC,
     at  least  one  copy  of  such  registration statement and any amendment(s)
     thereto,  including  financial  statements  and  schedules,  all  documents
     incorporated  therein  by  reference  and  all  exhibits,  (ii)  upon  the
     effectiveness  of  any  registration  statement,  a  copy of the prospectus
     included  in such registration statement and all amendments and supplements
     thereto  (or  such  other  number  of copies as the Investor may reasonably
     request)  and  (iii)  such  other  documents,  including  copies  of  any
     preliminary  or  final  prospectus,  as the Investor may reasonably request
     from time to time in order to facilitate the disposition of the Registrable
     Securities  owned  by  the  Investor.

          d.  The  Company shall use reasonable best efforts to (i) register and
     qualify  the  Registrable  Securities  covered  by a registration statement
     under such other securities or "blue sky" laws of such jurisdictions in the
     United States as the Investor reasonably requests, (ii) prepare and file in
     those  jurisdictions, such amendments (including post-effective amendments)
     and  supplements  to  such  registrations  and  qualifications  as  may  be
     necessary  to  maintain  the  effectiveness thereof during the Registration
     Period,  (iii) take such other actions as may be necessary to maintain such
     registrations  and  qualifications  in  effect  at  all  times  during  the
     Registration  Period,  and (iv) take all other actions reasonably necessary
     or  advisable  to  qualify  the  Registrable  Securities  for  sale in such
     jurisdictions; provided, however, that the Company shall not be required in
     connection  therewith  or  as  a  condition  thereto  to  (x) qualify to do
     business  in  any  jurisdiction where it would not otherwise be required to
     qualify  but  for this Section 3(d), (y) subject itself to general taxation
     in  any  such  jurisdiction,  or  (z)  file a general consent to service of
     process  in  any  such  jurisdiction. The Company shall promptly notify the

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     Investor  who holds Registrable Securities of the receipt by the Company of
     any  notification  with  respect  to  the suspension of the registration or
     qualification  of  any  of  the  Registrable  Securities for sale under the
     securities  or  "blue sky" laws of any jurisdiction in the United States or
     its  receipt  of  actual  notice  of  the  initiation or threatening of any
     proceeding  for  such  purpose.

          e.  As  promptly  as practicable after becoming aware of such event or
     facts, the Company shall notify the Investor in writing of the happening of
     any  event  or  existence of such facts as a result of which the prospectus
     included  in  any  registration  statement,  as then in effect, includes an
     untrue  statement  of  a  material  fact  or omits to state a material fact
     required  to be stated therein or necessary to make the statements therein,
     in  light  of the circumstances under which they were made, not misleading,
     and  promptly  prepare  a  supplement  or  amendment  to  such registration
     statement  to correct such untrue statement or omission, and deliver a copy
     of  such  supplement  or amendment to the Investor (or such other number of
     copies  as  the  Investor  may  reasonably request). The Company shall also
     promptly  notify  the  Investor  in  writing  (i)  when a prospectus or any
     prospectus  supplement or post-effective amendment has been filed, and when
     a  registration  statement  or  any  post-effective  amendment  has  become
     effective  (notification  of  such  effectiveness shall be delivered to the
     Investor  by  facsimile  on  the  same  day  of  such  effectiveness and by
     overnight  mail),  (ii)  of  any  request  by  the  SEC  for  amendments or
     supplements  to any registration statement or related prospectus or related
     information,  and  (iii)  of  the Company's reasonable determination that a
     post-effective  amendment to a registration statement would be appropriate.

          f.  The  Company  shall use its reasonable best efforts to prevent the
     issuance  of  any  stop  order  or other suspension of effectiveness of any
     registration  statement,  or  the  suspension  of  the qualification of any
     Registrable  Securities  for sale in any jurisdiction and, if such an order
     or  suspension  is  issued,  to  obtain  the  withdrawal  of  such order or
     suspension  at  the  earliest possible moment and to notify the Investor of
     the  issuance  of  such  order and the resolution thereof or its receipt of
     actual  notice  of  the  initiation  or  threat  of any proceeding for such
     purpose.

          g.  The  Company  shall (i) cause all the Registrable Securities to be
     listed on each securities exchange on which securities of the same class or
     series  issued  by  the  Company are then listed, if any, if the listing of
     such  Registrable  Securities  is  then  permitted  under the rules of such
     exchange,  or  (ii) secure designation and quotation of all the Registrable
     Securities  on  the  Principal  Market.  The Company shall pay all fees and
     expenses  in  connection with satisfying its obligation under this Section.

          h.  The  Company  shall  cooperate with the Investor to facilitate the
     timely  preparation  and  delivery  of  certificates  (not  bearing  any
     restrictive  legend)  representing the Registrable Securities to be offered
     pursuant  to  any registration statement and enable such certificates to be
     in such denominations or amounts as the Investor may reasonably request and
     registered  in  such  names  as  the  Investor  may  request.

          i.  The  Company  shall  at  all  times  provide  a transfer agent and
     registrar  with  respect  to  its  Common  Stock.

          j.  If  reasonably  requested  by  the Investor, the Company shall (i)
     immediately  incorporate  in  a  prospectus  supplement  or  post-effective
     amendment  such  information  as  the  Investor believes should be included
     therein  relating  to  the sale and distribution of Registrable Securities,
     including,  without  limitation,  information with respect to the number of
     Registrable  Securities  being sold, the purchase price being paid therefor
     and  any  other  terms  of the offering of the Registrable Securities; (ii)
     make  all  required filings of such prospectus supplement or post-effective
     amendment  as  soon  as

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     notified of the matters to be incorporated in such prospectus supplement or
     post-effective  amendment;  and  (iii) supplement or make amendments to any
     registration  statement.

          k.  The  Company  shall  use  its reasonable best efforts to cause the
     Registrable  Securities  covered  by  the  registration  statement  to  be
     registered  with  or  approved  by  such  other  governmental  agencies  or
     authorities  as  may  be  necessary  to  consummate the disposition of such
     Registrable  Securities.

          l.  Within one (1) Business Day after any registration statement which
     includes  the  Registrable  Securities is ordered effective by the SEC, the
     Company  shall  deliver,  and  shall cause legal counsel for the Company to
     deliver, to the transfer agent for such Registrable Securities (with copies
     to  the  Investor)  confirmation  that such registration statement has been
     declared  effective  by  the  SEC in the form attached hereto as Exhibit A.
     Thereafter,  if  requested  by  the  Buyer  at  any time, the Company shall
     require  its counsel to deliver to the Buyer a written confirmation whether
     or  not  the effectiveness of such registration statement has lapsed at any
     time  for any reason (including, without limitation, the issuance of a stop
     order)  and  whether  or  not  the  registration  statement  is current and
     available  to  the  Buyer  for  sale  of all of the Registrable Securities.

          m.  The  Company  shall take all other reasonable actions necessary to
     expedite  and  facilitate  disposition  by  the  Investor  of  Registrable
     Securities  pursuant  to  any  registration  statement.

     4.     OBLIGATIONS  OF  THE  INVESTOR.

          a. The Company shall notify the Investor in writing of the information
     the  Company  reasonably  requires from the Investor in connection with any
     registration statement hereunder. The Investor shall furnish to the Company
     such  information  regarding  itself, the Registrable Securities held by it
     and  the  intended method of disposition of the Registrable Securities held
     by  it  as  shall be reasonably required to effect the registration of such
     Registrable  Securities and shall execute such documents in connection with
     such  registration  as  the  Company  may  reasonably  request.

          b.  The  Investor  agrees  to cooperate with the Company as reasonably
     requested  by  the Company in connection with the preparation and filing of
     any  registration  statement  hereunder.

          c.  The  Investor  agrees  that,  upon  receipt of any notice from the
     Company  of  the  happening  of any event or existence of facts of the kind
     described  in Section 3(f) or the first sentence of 3(e), the Investor will
     immediately  discontinue  disposition of Registrable Securities pursuant to
     any  registration  statement(s)  covering such Registrable Securities until
     the  Investor's  receipt  of  the  copies  of  the  supplemented or amended
     prospectus  contemplated  by  Section  3(f)  or the first sentence of 3(e).
     Notwithstanding  anything  to  the  contrary,  the  Company shall cause its
     transfer  agent  to  promptly  deliver  shares  of Common Stock without any
     restrictive  legend  in accordance with the terms of the Purchase Agreement
     in connection with any sale of Registrable Securities with respect to which
     an  Investor  has  entered into a contract for sale prior to the Investor's
     receipt  of  a notice from the Company of the happening of any event of the
     kind  described in Section 3(f) or the first sentence of 3(e) and for which
     the  Investor  has  not  yet  settled.

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5.     EXPENSES  OF  REGISTRATION.

     All  reasonable  expenses,  other  than  sales  or  brokerage  commissions,
incurred in connection with registrations, filings or qualifications pursuant to
Sections  2  and 3, including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees, and fees and disbursements of
counsel  for  the  Company,  shall  be  paid  by  the  Company.

     6.     INDEMNIFICATION.

          a.  To  the  fullest  extent  permitted  by law, the Company will, and
     hereby does, indemnify, hold harmless and defend the Investor, each Person,
     if  any,  who  controls the Investor, the members, the directors, officers,
     partners,  employees,  agents,  representatives  of  the  Investor and each
     Person,  if  any,  who controls the Investor within the meaning of the 1933
     Act  or  the  Securities  Exchange Act of 1934, as amended (the "1934 ACT")
     (each,  an  "INDEMNIFIED  PERSON"),  against  any  losses, claims, damages,
     liabilities,  judgments, fines, penalties, charges, costs, attorneys' fees,
     amounts  paid  in  settlement or expenses, joint or several, (collectively,
     "CLAIMS")  incurred  in  investigating,  preparing or defending any action,
     claim,  suit,  inquiry,  proceeding, investigation or appeal taken from the
     foregoing  by  or before any court or governmental, administrative or other
     regulatory  agency, body or the SEC, whether pending or threatened, whether
     or  not  an  indemnified  party  is or may be a party thereto ("INDEMNIFIED
     DAMAGES"),  to  which any of them may become subject insofar as such Claims
     (or  actions  or  proceedings,  whether commenced or threatened, in respect
     thereof)  arise  out  of  or  are  based  upon: (i) any untrue statement or
     alleged  untrue statement of a material fact in the Registration Statement,
     any  New  Registration Statement or any post-effective amendment thereto or
     in  any  filing  made  in connection with the qualification of the offering
     under  the securities or other "blue sky" laws of any jurisdiction in which
     Registrable  Securities are offered ("BLUE SKY FILING"), or the omission or
     alleged  omission to state a material fact required to be stated therein or
     necessary  to  make  the statements therein not misleading, (ii) any untrue
     statement  or  alleged untrue statement of a material fact contained in the
     final  prospectus  (as  amended  or  supplemented, if the Company files any
     amendment  thereof  or  supplement thereto with the SEC) or the omission or
     alleged  omission  to state therein any material fact necessary to make the
     statements  made  therein,  in  light  of the circumstances under which the
     statements  therein  were  made,  not  misleading,  (iii)  any violation or
     alleged  violation  by the Company of the 1933 Act, the 1934 Act, any other
     law,  including,  without limitation, any state securities law, or any rule
     or  regulation  thereunder relating to the offer or sale of the Registrable
     Securities  pursuant  to the Registration Statement or any New Registration
     Statement  or  (iv) any material violation by the Company of this Agreement
     (the matters in the foregoing clauses (i) through (iv) being, collectively,
     "VIOLATIONS"). The Company shall reimburse each Indemnified Person promptly
     as  such  expenses are incurred and are due and payable, for any legal fees
     or  other  reasonable  expenses  incurred  by  them  in  connection  with
     investigating  or defending any such Claim. Notwithstanding anything to the
     contrary  contained herein, the indemnification agreement contained in this
     Section  6(a):  (i)  shall  not  apply  to a Claim by an Indemnified Person
     arising  out of or based upon a Violation which occurs in reliance upon and
     in  conformity with information furnished in writing to the Company by such
     Indemnified  Person expressly for use in connection with the preparation of
     the  Registration  Statement,  any  New  Registration Statement or any such
     amendment thereof or supplement thereto, if such prospectus was timely made
     available  by  the  Company  pursuant to Section 3(c) or Section 3(e); (ii)
     with  respect  to any superceded prospectus, shall not inure to the benefit
     of  any such person from whom the person asserting any such Claim purchased
     the  Registrable Securities that are the subject thereof (or to the benefit
     of  any person controlling such person) if the untrue statement or omission
     of  material  fact  contained in the superceded prospectus was corrected in
     the  revised  prospectus,  as then amended or supplemented, if such revised
     prospectus  was  timely  made  available by the Company pursuant to Section
     3(c)  or  Section  3(e), and the Indemnified Person was promptly advised in
     writing not to use the incorrect prospectus prior to the use giving rise to
     a  violation

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     and  such  Indemnified  Person, notwithstanding such advice, used it; (iii)
     shall  not  be  available to the extent such Claim is based on a failure of
     the  Investor  to  deliver  or to cause to be delivered the prospectus made
     available  by  the Company, if such prospectus was timely made available by
     the  Company  pursuant  to Section 3(c) or Section 3(e); and (iv) shall not
     apply  to  amounts  paid  in  settlement of any Claim if such settlement is
     effected  without  the  prior written consent of the Company, which consent
     shall  not  be  unreasonably  withheld. Such indemnity shall remain in full
     force  and  effect  regardless of any investigation made by or on behalf of
     the  Indemnified  Person  and shall survive the transfer of the Registrable
     Securities  by  the  Investor  pursuant  to  Section  9.

          b.  In  connection  with  the  Registration  Statement  or  any  New
     Registration  Statement,  the  Investor agrees to severally and not jointly
     indemnify,  hold  harmless  and  defend, to the same extent and in the same
     manner as is set forth in Section 6(a), the Company, each of its directors,
     each  of  its  officers  who  signs  the  Registration Statement or any New
     Registration  Statement,  each  Person,  if  any,  who controls the Company
     within  the  meaning  of  the  1933  Act  or the 1934 Act (collectively and
     together  with  an Indemnified Person, an "INDEMNIFIED PARTY"), against any
     Claim or Indemnified Damages to which any of them may become subject, under
     the  1933  Act,  the  1934  Act  or  otherwise,  insofar  as  such Claim or
     Indemnified  Damages  arise out of or are based upon any Violation, in each
     case  to  the extent, and only to the extent, that such Violation occurs in
     reliance upon and in conformity with written information about the Investor
     set  forth on Exhibit B attached hereto and furnished to the Company by the
     Investor  expressly for use in connection with such registration statement;
     and,  subject  to  Section  6(d),  the Investor will reimburse any legal or
     other expenses reasonably incurred by them in connection with investigating
     or  defending  any  such  Claim;  provided,  however,  that  the  indemnity
     agreement  contained in this Section 6(b) and the agreement with respect to
     contribution  contained  in  Section  7  shall not apply to amounts paid in
     settlement  of  any  Claim if such settlement is effected without the prior
     written  consent  of  the Investor, which consent shall not be unreasonably
     withheld;  provided,  further,  however,  that the Investor shall be liable
     under  this  Section  6(b)  for  only that amount of a Claim or Indemnified
     Damages  as does not exceed the net proceeds to the Investor as a result of
     the sale of Registrable Securities pursuant to such registration statement.
     Such  indemnity  shall  remain  in  full force and effect regardless of any
     investigation  made  by  or  on  behalf of such Indemnified Party and shall
     survive the transfer of the Registrable Securities by the Investor pursuant
     to  Section  9.

          c.  Promptly  after  receipt  by  an Indemnified Person or Indemnified
     Party  under  this Section 6 of notice of the commencement of any action or
     proceeding  (including  any  governmental action or proceeding) involving a
     Claim,  such  Indemnified  Person or Indemnified Party shall, if a Claim in
     respect  thereof  is  to  be made against any indemnifying party under this
     Section  6,  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
     control  of  the  defense thereof with counsel mutually satisfactory to the
     indemnifying  party and the Indemnified Person or the Indemnified Party, as
     the  case  may  be;  provided,  however,  that  an  Indemnified  Person  or
     Indemnified  Party  shall have the right to retain its own counsel with the
     fees  and  expenses  to  be  paid  by  the  indemnifying  party, if, in the
     reasonable  opinion  of  counsel  retained  by  the indemnifying party, the
     representation  by  such  counsel  of the Indemnified Person or Indemnified
     Party  and  the  indemnifying party would be inappropriate due to actual or
     potential  differing  interests  between  such  Indemnified  Person  or
     Indemnified  Party  and any other party represented by such counsel in such
     proceeding.  The  Indemnified  Party  or Indemnified Person shall cooperate
     fully  with  the  indemnifying  party in connection with any negotiation or
     defense  of  any  such  action or claim by the indemnifying party and shall
     furnish  to  the indemnifying party all information reasonably available to
     the Indemnified Party or Indemnified Person which relates to such action or
     claim.  The  indemnifying  party  shall  keep  the  Indemnified  Party  or
     Indemnified  Person  fully  apprised  at  all times as to the status of the
     defense  or  any  settlement  negotiations  with  respect  thereto.  No
     indemnifying

<PAGE>
     party shall be liable for any settlement of any action, claim or proceeding
     effected  without  its  written  consent,  provided,  however,  that  the
     indemnifying  party shall not unreasonably withhold, delay or condition its
     consent.  No  indemnifying  party  shall,  without  the  consent  of  the
     Indemnified  Party  or Indemnified Person, consent to entry of any judgment
     or  enter into any settlement or other compromise which does not include as
     an  unconditional  term  thereof the giving by the claimant or plaintiff to
     such  Indemnified  Party  or  Indemnified  Person  of  a  release  from all
     liability in respect to such claim or litigation. Following indemnification
     as  provided  for  hereunder, the indemnifying party shall be subrogated to
     all  rights  of the Indemnified Party or Indemnified Person with respect to
     all  third  parties, firms or corporations relating to the matter for which
     indemnification has been made. 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 Person or Indemnified Party under this Section 6, except to the
     extent  that  the indemnifying party is prejudiced in its ability to defend
     such  action.

          d.  The  indemnification  required  by this Section 6 shall be made by
     periodic  payments  of  the  amount  thereof  during  the  course  of  the
     investigation  or  defense,  as  and when bills are received or Indemnified
     Damages  are  incurred.

          e.  The  indemnity agreements contained herein shall be in addition to
     (i)  any  cause  of  action  or  similar  right of the Indemnified Party or
     Indemnified  Person  against the indemnifying party or others, and (ii) any
     liabilities  the  indemnifying party may be subject to pursuant to the law.

     7.     CONTRIBUTION.

     To the extent any indemnification by an indemnifying party is prohibited or
limited  by  law, the indemnifying party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section
6 to the fullest extent permitted by law; provided, however, that: (i) no seller
of  Registrable  Securities  guilty  of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from
any  seller  of  Registrable  Securities  who  was  not  guilty  of  fraudulent
misrepresentation; and (ii) contribution by any seller of Registrable Securities
shall be limited in amount to the net amount of proceeds received by such seller
from  the  sale  of  such  Registrable  Securities.

     8.     REPORTS  AND  DISCLOSURE  UNDER  THE  SECURITIES  ACTS.

     With  a  view  to making available to the Investor the benefits of Rule 144
promulgated  under  the  1933 Act or any other similar rule or regulation of the
SEC  that  may at any time permit the Investor to sell securities of the Company
to  the  public  without  registration  ("RULE 144"), the Company agrees, at the
Company's  sole  expense,  to:

          a.  make  and  keep  public  information available, as those terms are
     understood  and  defined  in  Rule  144;

          b.  file  with  the  SEC  in  a  timely  manner  all reports and other
     documents  required  of  the Company under the 1933 Act and the 1934 Act so
     long  as the Company remains subject to such requirements and the filing of
     such  reports and other documents is required for the applicable provisions
     of  Rule  144;  and

          c.  furnish  to  the Investor so long as the Investor owns Registrable
     Securities,  promptly  upon request, (i) a written statement by the Company
     that  it  has  complied  with  the  reporting  and

<PAGE>
     or disclosure provisions of Rule 144, the 1933 Act and the 1934 Act, (ii) a
     copy  of the most recent annual or quarterly report of the Company and such
     other  reports  and documents so filed by the Company, and (iii) such other
     information  as  may be reasonably requested to permit the Investor to sell
     such  securities  pursuant  to  Rule  144  without  registration.

          d.  take  such  additional  action  as is requested by the Investor to
     enable  the  Investor  to  sell the Registrable Securities pursuant to Rule
     144,  including,  without  limitation,  delivering all such legal opinions,
     consents,  certificates,  resolutions  and  instructions  to  the Company's
     Transfer  Agent  as  may be requested from time to time by the Investor and
     otherwise  fully  cooperate  with  Investor and Investor's broker to effect
     such  sale  of  securities  pursuant  to  Rule  144.

          The  Company  agrees  that damages may be an inadequate remedy for any
breach  of  the  terms and provisions of this Section 8 and that Investor shall,
whether  or  not  it  is  pursuing any remedies at law, be entitled to equitable
relief  in the form of a preliminary or permanent injunctions, without having to
post  any  bond  or  other security, upon any breach or threatened breach of any
such  terms  or  provisions.

9.     ASSIGNMENT  OF  REGISTRATION  RIGHTS.

     The  Company  shall  not assign this Agreement or any rights or obligations
hereunder  without  the prior written consent of the Investor.  The Investor may
not  assign  its  rights under this Agreement without the written consent of the
Company,  other  than  to  an  affiliate of the Investor controlled by Steven G.
Martin  or  Joshua  B.  Scheinfeld.

     10.     AMENDMENT  OF  REGISTRATION  RIGHTS.

     Provisions  of this Agreement may be amended and the observance thereof may
be waived (either generally or in a particular instance and either retroactively
or  prospectively),  only  with  the  written  consent  of  the  Company and the
Investor.

     11.     MISCELLANEOUS.

          a.  A  Person  is  deemed  to  be  a  holder of Registrable Securities
     whenever  such  Person  owns or is deemed to own of record such Registrable
     Securities.  If  the  Company receives conflicting instructions, notices or
     elections  from  two  or  more Persons with respect to the same Registrable
     Securities, the Company shall act upon the basis of instructions, notice or
     election received from the registered owner of such Registrable Securities.

          b.  Any notices, consents, waivers or other communications required or
     permitted  to be given under the terms of this Agreement must be in writing
     and will be deemed to have been delivered: (i) upon receipt, when delivered
     personally;  (ii)  upon  receipt,  when  sent  by  facsimile  (provided
     confirmation  of  transmission  is mechanically or electronically generated
     and kept on file by the sending party); or (iii) one (1) Business Day after
     deposit  with  a  nationally recognized overnight delivery service, in each
     case properly addressed to the party to receive the same. The addresses and
     facsimile  numbers  for  such  communications  shall  be:

<PAGE>

     If  to  the  Company:
          Competitive Technologies, Inc.
          777 Commerce Drive, Suite 100
          Fairfield, Connecticut 06825
          Telephone:     203-368-6044
          Facsimile:     203-368-5399
          Attention:     Chief Executive Officer

     With  a  copy  to:
          Cutler  Law  Group
          3206  West  Wimbledon  Dr
          Augusta,  GA  30909
          Telephone:     706-737-6600
          Facsimile:      706-738-1966
          Attention:      M.  Richard  Cutler

     If  to  the  Investor:
          Fusion  Capital  Fund  II,  LLC
          222  Merchandise  Mart  Plaza,  Suite  9-112
          Chicago,  IL  60654
          Telephone:     312-644-6644
          Facsimile:     312-644-6244
          Attention:     Steven  G.  Martin

     or  at  such  other  address  and/or  facsimile  number  and/or  to  the
     attention  of  such  other  person  as the recipient party has specified by
     written  notice  given to each other party three (3) Business Days prior to
     the effectiveness of such change. Written confirmation of receipt (A) given
     by  the  recipient  of such notice, consent, waiver or other communication,
     (B)  mechanically  or  electronically  generated  by the sender's facsimile
     machine  containing the time, date, recipient facsimile number and an image
     of  the  first  page  of  such transmission or (C) provided by a nationally
     recognized  overnight  delivery  service,  shall  be rebuttable evidence of
     personal  service,  receipt  by  facsimile  or  receipt  from  a nationally
     recognized  overnight  delivery service in accordance with clause (i), (ii)
     or  (iii)  above,  respectively.

          c.  Failure  of  any  party to exercise any right or remedy under this
     Agreement  or  otherwise,  or  delay by a party in exercising such right or
     remedy,  shall  not  operate  as  a  waiver  thereof.

          d. The corporate laws of the State of Delaware shall govern all issues
     concerning  the  relative  rights  of the Company and its stockholders. All
     other  questions  concerning  the  construction,  validity, enforcement and
     interpretation  of this Agreement shall be governed by the internal laws of
     the  State  of  Illinois,  without  giving  effect  to any choice of law or
     conflict  of law provision or rule (whether of the State of Illinois or any
     other  jurisdictions)  that  would cause the application of the laws of any
     jurisdictions  other  than  the  State  of  Illinois.  Each  party  hereby
     irrevocably  submits to the exclusive jurisdiction of the state and federal
     courts  sitting  the  City  of Chicago, for the adjudication of any dispute
     hereunder  or  in  connection herewith or with any transaction contemplated
     hereby  or  discussed herein, and hereby irrevocably waives, and agrees not
     to  assert  in  any  suit,  action  or proceeding, any claim that it is not
     personally  subject  to the jurisdiction of any such court, that such suit,
     action  or proceeding is brought in an inconvenient forum or that the venue
     of  such  suit,  action  or  proceeding  is  improper.  Each  party  hereby
     irrevocably  waives  personal  service  of  process and consents to process
     being  served  in  any  such  suit,  action or proceeding by mailing a copy
     thereof  to  such  party  at  the  address  for  such  notices  to  it

<PAGE>
     under this Agreement and agrees that such service shall constitute good and
     sufficient  service of process and notice thereof. Nothing contained herein
     shall  be  deemed  to  limit  in  any way any right to serve process in any
     manner  permitted  by  law.  If  any  provision  of this Agreement shall be
     invalid  or  unenforceable  in  any  jurisdiction,  such  invalidity  or
     unenforceability  shall  not  affect  the validity or enforceability of the
     remainder  of  this  Agreement  in  that  jurisdiction  or  the validity or
     enforceability  of  any  provision  of  this  Agreement  in  any  other
     jurisdiction.  EACH  PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE,
     AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
     HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY
     TRANSACTION  CONTEMPLATED  HEREBY.

          e.  This  Agreement,  and the Purchase Agreement constitute the entire
     agreement  among  the  parties  hereto  with  respect to the subject matter
     hereof  and  thereof.  There  are  no restrictions, promises, warranties or
     undertakings, other than those set forth or referred to herein and therein.
     This  Agreement  and  the Purchase Agreement supersede all prior agreements
     and  understandings  among  the  parties hereto with respect to the subject
     matter  hereof  and  thereof.

          f.  Subject  to  the  requirements  of Section 9, this Agreement shall
     inure  to  the  benefit of and be binding upon the permitted successors and
     assigns  of  each  of  the  parties  hereto.

          g.  The  headings  in  this Agreement are for convenience of reference
     only  and  shall  not  limit  or  otherwise  affect  the  meaning  hereof.

          h.  This  Agreement may be executed in identical counterparts, each of
     which shall be deemed an original but all of which shall constitute one and
     the  same  agreement.  This  Agreement,  once  executed  by a party, may be
     delivered  to the other party hereto by facsimile transmission of a copy of
     this  Agreement  bearing  the  signature  of  the  party so delivering this
     Agreement.

          i. Each party shall do and perform, or cause to be done and performed,
     all  such  further  acts and things, and shall execute and deliver all such
     other  agreements,  certificates,  instruments  and documents, as the other
     party  may  reasonably  request  in  order  to  carry  out  the  intent and
     accomplish  the  purposes  of  this  Agreement  and the consummation of the
     transactions  contemplated  hereby.

          j.  The  language  used  in  this  Agreement  will be deemed to be the
     language  chosen by the parties to express their mutual intent and no rules
     of  strict  construction  will  be  applied  against  any  party.

          k.  This  Agreement  is intended for the benefit of the parties hereto
     and  their  respective permitted successors and assigns, and is not for the
     benefit  of, nor may any provision hereof be enforced by, any other Person.



     *  *  *  *  *  *

<PAGE>


     IN  WITNESS  WHEREOF,  the  parties  have  caused  this Registration Rights
Agreement  to  be  duly  executed  as  of  day  and  year  first  above written.



                                            THE  COMPANY:

                                            COMPETITIVE  TECHNOLOGIES,  INC.


                                            By: \s\ John Nano
                                                -------------
                                            Name:  John  Nano
                                            Title:  President


                                            BUYER:

                                            FUSION  CAPITAL  FUND  II,  LLC
                                            BY:  FUSION  CAPITAL  PARTNERS,  LLC
                                            BY:  ROCKLEDGE  CAPITAL  CORPORATION

                                            By: \s\ Josh Scheinfeld
                                                -------------------
                                            Name:  Josh  Scheinfeld
                                            Title:  President








<PAGE>

                                   EXHIBIT A

                        TO REGISTRATION RIGHTS AGREEMENT

                        FORM OF NOTICE OF EFFECTIVENESS
                           OF REGISTRATION STATEMENT

[Date]

[TRANSFER  AGENT]
________
_________
Attention:     _________


Re:  [__________]

Ladies  and  Gentlemen:

     We  are  counsel  to COMPETITIVE TECHNOLOGIES, INC., a Delaware corporation
(the  "COMPANY"),  and  have  represented  the  Company  in connection with that
certain  Common  Stock  Purchase  Agreement,  dated  as  of _________, 2008 (the
"PURCHASE  AGREEMENT"),  entered  into  by  and  between  the Company and Fusion
Capital  Fund  II, LLC (the "BUYER") pursuant to which the Company has agreed to
issue  to  the  Buyer  shares of the Company's Common Stock, par value $0.01 per
share (the "COMMON STOCK"), in an amount up to Five Million Dollars ($5,000,000)
(the "PURCHASE SHARES"), in accordance with the terms of the Purchase Agreement.
In  connection with the transactions contemplated by the Purchase Agreement, the
Company  has  registered  with  the  U.S.  Securities  & Exchange Commission the
following  shares  of  Common  Stock:

     (1)  1,500,000  shares  of  Common  Stock  to  be issued upon purchase from
          the  Company  by the Buyer from time to time (the "PURCHASE SHARES.").

     (2)  63,280  shares  of  Common  Stock  which have been issued to the Buyer
          as  a  commitment  fee  (the  "INITIAL  COMMITMENT  SHARES").

     (3)  42,187  additional  Commitment  Shares  to  be  issued  in  connection
          with  each  purchase  of  Purchase  Shares (the "ADDITIONAL COMMITMENT
          SHARES"  and  together with the Initial Commitment Shares, "COMMITMENT
          SHARES").


Pursuant  to  the  Purchase  Agreement,  the  Company  also  has  entered into a
Registration Rights Agreement, dated as of __________, 2008, with the Buyer (the
"REGISTRATION  RIGHTS  AGREEMENT")  pursuant  to which the Company agreed, among
other  things,  to  register the Purchase Shares and the Commitment Shares under
the Securities Act of 1933, as amended (the "1933 ACT").  In connection with the
Company's  obligations  under the Purchase Agreement and the Registration Rights
Agreement,  on  _______,  2008, the Company filed a Registration Statement (File
No.  333-_________)  (the  "REGISTRATION  STATEMENT")  with  the  Securities and
Exchange  Commission (the "SEC") relating to the sale of the Purchase Shares and
the  Commitment  Shares.

     In connection with the foregoing, we advise you that a member of the SEC's
staff has advised us

<PAGE>
by  telephone  that  the  SEC  has  entered  an order declaring the Registration
Statement  effective under the 1933 Act at _____ P.M. on __________, 200_ and we
have no knowledge, after telephonic inquiry of a member of the SEC's staff, that
any  stop  order  suspending  its  effectiveness  has  been  issued  or that any
proceedings  for  that purpose are pending before, or threatened by, the SEC and
the  Purchase  Shares and the Commitment Shares are available for sale under the
1933  Act  pursuant  to  the  Registration  Statement and may issued without any
restrictive  legend.


                                        Very  truly  yours,
                                        [Company  Counsel]


                                        By:____________________



CC:     Fusion  Capital  Fund  II,  LLC


<PAGE>
                                   EXHIBIT B

                        TO REGISTRATION RIGHTS AGREEMENT

    INFORMATION ABOUT THE INVESTOR FURNISHED TO THE COMPANY BY THE INVESTOR
        EXPRESSLY FOR USE IN CONNECTION WITH THE REGISTRATION STATEMENT


As of the date of the Purchase Agreement, Fusion Capital beneficially owned ____
shares  of  common  stock  of  the  Company.  Steven  G.  Martin  and  Joshua B.
Scheinfeld, the principals of Fusion Capital, are deemed to be beneficial owners
of  all  of  the shares of common stock owned by Fusion Capital.  Messrs. Martin
and  Scheinfeld  have  shared  voting and investment power over the shares being
offered  under  the  prospectus  filed  with  the  SEC  in  connection  with the
transactions contemplated under the Purchase Agreement.  Fusion Capital is not a
licensed  broker  dealer  or  an  affiliate  of  a  licensed  broker  dealer.