DISTRIBUTION AGREEMENT

     This  DISTRIBUTION  AGREEMENT  ("Agreement"), dated as of July 29, 2009, is
entered  into  by  and  between  Competitive  Technologies,  Inc.,  a  Delaware
corporation  ("CTT"),  having  a  place  of  business  at:

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

and Innovative Medical Therapies, Inc., a Delaware corporation ("IMT" or
"Distributor"), with its principal place of business at:

                       Innovative Medical Therapies, Inc.
                            212A New London Turnpike
                             Glastonbury, CT 06033

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 independent exclusive
sales  agent  for  the  Pain Management Therapy Device (as defined in Schedule 1
hereto)  within  the  Territory, and Distributor desires to serve as independent
exclusive  sales  agent,  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 resell solely within the Territory (as defined
          hereinafter) for use within the Territory, the Pain Management Therapy
          Device.  Distributor  agrees that, except as specifically permitted in
          Section  1.5  herein, it will not purchase the Pain Management Therapy
          Device  from  any  person  or entity other than CTT. "Territory" shall
          mean  the  following  territories:  United States of America, Guam and
          United  States  of  America possessions, U.S. Virgin Islands, Bahamas,
          Bermuda and Puerto Rico, but only for so long, and to the extent, that
          the offer and/or sale of the Pain Management Therapy Device is legally
          permissible  in  such  territories.  Notwithstanding  the  foregoing,
          Distributor  specifically  agrees  that  CTT  has

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          contracted  with  Native  Energy  and  Economic  Development,  LLC for
          exclusive distribution rights to the Department of Defense, Department
          of  Veterans  Affairs  and  Indian  Health  Services  and  Distributor
          acknowledges it shall have no rights to distribute the Pain Management
          Therapy Device to any entity covered by said agreement between CTT and
          Native  Energy  and  Development,  LLC.

     1.2  In the  event  that  CTT  intends  to  distribute  the Pain Management
          Therapy  Device  in  any  of  the  First  Refusal Territories, it will
          provide  written  notice  of  such  intent to Distributor. Distributor
          shall  have  thirty  (30) days from the date of such written notice to
          present  a  proposal  to  CTT  for  Distributor to distribute the Pain
          Management  Therapy Device in such intended territory and to negotiate
          the terms of any such distribution arrangement. If CTT and Distributor
          fail  to  enter  into  a  definitive  agreement  providing  for  such
          distribution  arrangement within such thirty (30) day period, then (i)
          CTT  shall  have  no further obligation to negotiate with Distributor,
          (ii)  CTT may distribute and/or sell the Products in the First Refusal
          Territories,  and  (iii)  CTT  shall  not  have  any  legal or binding
          obligation  to  Distributor of any kind whatsoever with respect to the
          distribution  of  Products  in  any  of the First Refusal Territories.
          "First  Refusal  Territories"  shall  mean  the following territories:
          Canada, Mexico and Cuba, but only for so long, and to the extent, that
          the  offer  and/or sale of the Products is legally permissible in such
          territories.

     1.3  In the  event  that  CTT  develops  and  intends  to  distribute  a
          different  or  upgraded  version of the Pain Management Therapy Device
          (an "Improved Device") anywhere within the Territory, CTT will provide
          written  notice  of  such  intent  to  Distributor. CTT shall then, by
          written  notice  (an  "Offer  Notice"), offer Distributor the right to
          purchase  from  CTT  during the Term (including any Renewal Term), and
          the  exclusive  right to resell solely within the Territory during the
          Term  (including  any  Renewal Term) for use within the Territory, the
          Improved  Device(s); provided, however, that such right is conditioned
          upon  CTT obtaining FDA clearance of the Improved Device under Section
          510(k).  Distributor  shall have sixty (60) days from the date of such
          Offer Notice to accept such offer; provided, however, that Distributor
          shall  have  no obligation to accept such offer; and provided further,
          that  such  acceptance,  once given, shall be irrevocable. Distributor
          shall  purchase  the  Improved  Device(s)  for  resale  from  CTT at a
          purchase  price  equal to the average worldwide pricing (excluding the
          Territory)  for  said  Improved  Device  (increasing  as  the  average
          worldwide pricing, excluding the Territory, increases). If Distributor
          accepts such offer, Distributor's obligations to purchase the Improved
          Device(s)  from  CTT  for  resale  solely within the Territory for use
          within  the  Territory  shall  not  arise  for  a  period  of one year
          following  Section  510(k)  clearance  of  the

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          Improved  Device by the FDA. Distributor's financial obligations under
          paragraphs  3.1,  3.2  and  3.3  shall include sales from the Improved
          Device. In the event said Improved Device does not replace the current
          Pain  Management  Therapy  Device,  CTT  shall  continue  to honor all
          requirements  of  this Agreement. If said Improved Device replaces the
          current  Pain  Management  Therapy Device, then, Distributor may still
          exhaust Distributor's inventory of the current Pain Management Therapy
          Devices  and associated disposables and both parties agree to continue
          to  honor the existing terms of this Agreement. If Distributor accepts
          such  offer,  then  (i) CTT shall take all actions necessary to comply
          with  the requirements of the Section 510(k) clearance process and the
          regulations  thereunder  with  respect  to  the  sale  of the Improved
          Device(s)  in the United States of America, and (ii) Distributor shall
          be  responsible  for  any  product  registrations  and  other  legally
          required  permits,  authorizations  and/or filings in order to import,
          offer, distribute and sell the Improved Device(s) within the Territory
          (other than obtaining Section 510(k) clearance in the United States of
          America).

     1.4  Distributor  shall  purchase  the  Pain  Management  Therapy Device(s)
          for  resale  from  CTT  at  the  prices set forth on Schedule 2 hereto
          (except  to  the  extent  set forth in Section 3.1). In the event that
          Distributor  elects  to  purchase  Disposables Packages (as defined in
          Schedule 1 hereto) from CTT, Distributor may purchase such Disposables
          Packages  (other  than  Re-engineered Cables, as defined in Schedule 1
          hereto)  from  CTT  at  the  prices  set  forth  on Schedule 2 hereto;
          provided,  however,  that  Distributor  shall  have  no  obligation to
          purchase  Disposables Packages from CTT. In the event that Distributor
          desires  to  purchase Re-engineered Cables from CTT, the parties shall
          mutually  agree  upon  the  terms  and  prices  of  such  purchases.
          Distributor agrees that it shall not, directly or indirectly, offer or
          sell  pads  for use with the Pain Management Therapy Device(s) that do
          not satisfy specifications to be provided to Distributor in writing by
          CTT  (the  "Pads  Specifications").

     1.5  GEOMC Co.  Ltd.  of  Korea  (formerly  Daeyang  E&C)  in  Seoul, South
          Korea  is the manufacturer ("Manufacturer"). All orders for Product(s)
          (as  defined  in  Schedule  1 hereto) by Distributor shall be Ex Works
          Manufacturer.  All risk of loss shall reside with Distributor upon the
          Product(s) being made available to Distributor or being delivered to a
          common  carrier  at the Manufacturer's place of business. In the event
          that,  in  breach  of  this  Agreement,  CTT  fails  to  sell the Pain
          Management  Therapy  Devices  to  Distributor  or  fails to cause such
          devices  sold  to  Distributor  to be made available to Distributor Ex
          Works  Manufacturer  as provided in this Section 1.5, then Distributor
          shall  give  CTT  written  notice  of  such breach, and CTT shall have
          thirty  (30)  calendar  days  after  receipt  of  such  notice to cure

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          such  breach.  If  CTT  fails  to  cure  such breach to the reasonable
          satisfaction  of  Distributor  during  such  thirty  (30) calendar day
          period,  then Distributor may purchase Pain Management Therapy Devices
          directly  from  Manufacturer  at the same prices and on the same other
          material  terms  as  are set forth in this Agreement. CTT shall advise
          Manufacturer  of the immediately preceding sentence in writing. In the
          event  of  delays  in  delivery of the Pain Management Therapy Devices
          beyond  the  delivery  period set forth in 3.1, the total payments due
          from  Distributor  during  said  period  shall be extended to the same
          extent  of  the  delays  incurred.

     1.6  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  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  in  accordance  with  wire instructions
          provided  by  CTT.  Subject  to Section 3.1 herein, the purchase price
          shall  be paid by Distributor in full within thirty (30) days from the
          date  of  the order by Distributor provided however, said payment date
          shall  be  extended  should  CTT  fail  to  deliver  the  order  to
          Distributor's  shipping  company, FOB manufacturer within fifteen days
          (15)  of  Distributor's  order.  Said  extension shall be equal to the
          number of days after the fifteenth day until delivery to Distributor's
          shipping  company,  FOB  Manufacturer.

     1.7  All sales  to  Distributor  are  final.  Any  damaged  or  defective
          Product(s) must be returned to the Manufacturer, with any such returns
          being subject to the terms of the applicable product warranty provided
          by  Manufacturer.  CTT  guarantees  performance by Manufacturer of its
          obligation  under  its  replacement  warranty to repair or replace any
          defective Pain Management Therapy Devices in accordance with the terms
          and  conditions  of  such  replacement  warranty.

     1.8  CTT shall  take  all  actions  necessary  to  comply  with  the
          requirements  of  the  Section  510(k)  clearance  process  and  the
          regulations thereunder with respect to the sale of the Pain Management
          Therapy  Device in the United States of America. Distributor agrees to
          be  responsible  for  any  product  registrations  and  other  legally
          required  permits,  authorizations  and/or

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          filings  in  order  to import, offer, distribute and sell the Products
          within the Territory (other than obtaining Section 510(k) clearance in
          the  United  States  of  America).

     1.9  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. CTT agrees to refer all sales inquiries for sales
          of  Products  within  the  Territory  for  use within the Territory to
          Distributor.

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

     1.11 CTT will  provide  Distributor  initial  training  on the operation of
          the Pain Management Therapy Device during the first twelve (12) months
          following  the  effective date of this Agreement at mutually agreeable
          times  and  locations,  but  CTT shall not be required to provide more
          than  twelve  (12)  training sessions per month. Any travel by the CTT
          trainer  shall  be paid for by Distributor. During the Term, CTT shall
          also  maintain  in  its  employ  a staff person trained to operate and
          teach  users  of  the  Pain  Management  Therapy  Device, who shall be
          available  to  provide  consulting  assistance  to  Distributor not to
          exceed  twenty  (20)  hours  per  month (Distributor shall pay for any
          additional  consulting  at a rate of $250 per day or any part thereof,
          plus  travel  and  other  expenses).

     1.12 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

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          such  materials  and any use of such materials is at Distributor's own
          risk.  To  the  extent  Distributor  does  use  any  such  materials,
          Distributor  agrees  that it will not use any outdated materials after
          the date it receives revised marketing materials from CTT. Distributor
          may also provide to its customers the Section 510(k) application and a
          copy  of  any  United  States  or  foreign  patents.

     1.13 Distributor  shall  provide  CTT  a  monthly  written sales summary of
          actual  and forecasted sales, actual customers and potential customers
          (each  a  "Monthly  Report"). Each Monthly Report shall be provided to
          CTT  on or before the fifteenth (15th) calendar day of the next month.
          In  addition,  Distributor shall promptly provide CTT with the results
          of  any  clinical  trials, which results CTT may make public; provided
          said disclosure does not violate any publication agreement Distributor
          may  have with its research consultant, principal investigator, doctor
          or clinical site, the intent being that Distributor shall have primary
          publication  rights  which  are  prior  to  those  of  CTT.

     1.14 The authority  granted  to  Distributor  is  to  resell  those  Pain
          Management  Therapy  Device(s) it has purchased from CTT solely within
          the  Territory for use within the Territory. Moreover, without written
          permission  from  CTT,  Distributor  shall  not  sell  Pain Management
          Therapy Device(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.

     1.15 Distributor  acknowledges  and  agrees  that  Distributor  is  an
          independent  contractor  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  a  subsidiary  or  affiliate  of CTT, and shall not represent
          itself  to  be, nor permit itself 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 liability or obligation on behalf
          of  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.

     1.16 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

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          distribution of medical devices within the Territory. At no time shall
          Distributor engage in any high-pressure or unethical sales techniques.

     1.17 Distributor  is  authorized  to  represent  or  describe  itself as an
          "Authorized  Distributor  or  Dealer"  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 commencing on the date
          hereof  and  ending  on  the fifth (5th) anniversary of the Start Date
          ("Initial  Term").  As  used herein, "Start Date" shall mean the first
          day  of  the first full calendar month following the Interim Agreement
          Period.  The period from the date hereof until the Start Date shall be
          the  "Interim  Agreement  Period".  The Interim Agreement Period shall
          commence  on  the full execution hereof and end on the last day of the
          month  in  which  the  one hundred fifty (150) day payment period ends
          under  paragraph  3.1(k).  Each  consecutive  twelve (12) month period
          commencing  on  the Start Date and each anniversary thereof during the
          Initial Term and any extension of the term shall be a "Contract Year".
          The  first twelve (12) month period commencing on the Start Date shall
          be  "Contract  Year  1".  Each  consecutive  twelve  (12) month period
          thereafter  during  the Initial Term and any extension shall be termed
          "Contract  Year  2",  "Contract  Year 3" and so on, as applicable. The
          term  of  this Agreement (the "Term") shall initially mean the Initial
          Term.  Subject  to  the  balance of this Section 2.1, the Term of this
          Agreement  shall automatically extend for two additional ten (10) year
          periods  (each  such  ten  (10)  year  period, a "Renewal Term"), each
          Renewal  Term  commencing  on the day following expiration of the then
          current Term. Distributor may cause this Agreement to terminate at the
          end  of  the  then  current  Term  by  giving  CTT  written  notice of
          non-renewal  (a  "Notice  of Non-Renewal") at least one hundred eighty
          (180)  days prior to, but not more than three hundred sixty (360) days
          prior  to,  the  end of the then-current Term. Once given, a Notice of
          Non-Renewal  shall  be  irrevocable. Notwithstanding the foregoing, at
          CTT's  option, CTT may cause this Agreement to terminate at the end of
          the  then  current  Term  (in  which  case  this  Agreement  shall not
          automatically  extend  for any applicable Renewal Term) if Distributor
          is  in  breach  or  default  under this Agreement immediately prior to
          expiration  of  the  then  current  Term and said default has not been
          cured  pursuant  to  any  applicable  cure  period  .

     2.2  Either  Distributor  or  CTT  may  terminate  this  Agreement  at  any
          time  if  the  other  Party  shall  breach  or violate its obligations
          hereunder;  provided, however, that (i) except in the case of a breach
          or  violation  of  Section

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          3.1(a)  through  (g)  (time  being  of the essence with respect to the
          payments  required  by  Section  3.1(a)  through  (g)), Section 3.2 or
          Section  3.3,  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;  and  (ii) in the case of a breach or violation of Section 3.2
          or 3.3, the non-breaching Party shall give the breaching Party written
          notice  of such breach, and the breaching Party shall have ninety (90)
          calendar  days  after  receipt  of such notice to cure such breach. If
          such  curable  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 curable breach is not cured
          to  the reasonable satisfaction of the non-breaching party during such
          period, then the non-breaching party may terminate this Agreement upon
          five  (5)  business  days  written  notice  to  the  breaching  Party.

     2.3  In the  event  that,  under  governmental  order, decree, law, rule or
          regulation,  CTT  ceases to have the right to sell the Pain Management
          Therapy Device(s), Distributor's right to purchase Product(s) from CTT
          shall immediately cease, and CTT shall have no liability whatsoever to
          Distributor  arising from such cessation of sales. Notwithstanding the
          foregoing, CTT shall not have the right to terminate this agreement if
          the  governmental  order,  decree has a provision or term which if CTT
          were to comply to, would permit CTT to continue to distribute the Pain
          Management  Therapy  Devices.

     2.4  Upon termination  of  this  Agreement,  Distributor  shall immediately
          return  to  CTT, in accordance with its instructions, all confidential
          information  belonging to CTT in possession or control of Distributor,
          without  retaining  any  copies  thereof  and  shall promptly cease to
          publicize its relationship to CTT hereunder or, except as necessary to
          exercise  its rights under Section 2.5, otherwise identify itself with
          the  Pain  Management  Therapy  Device(s).

     2.5  Following  termination  of  this  Agreement,  Distributor  shall  have
          the  right to continue to service, including replacement as necessary,
          any  Pain Management Therapy Devices sold by Distributor prior to such
          termination,  including  the  continuing  right  to supply Disposables
          Packages  to  its  customer  for use with such Pain Management Therapy
          Devices.  Further,  Distributor  shall  have the right to either; sell
          back  the  Pain Management Therapy Devices and Disposables Packages to
          CTT  for the full purchase price less ten percent (10%) restocking fee
          or  to  continuing  to sell the inventory of said Pain Therapy Devices
          and  Disposables  Packages  until  the  earlier  of:  CTT  executes an
          exclusive  distribution

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          agreement  (in  which case the buy back provisions shall apply) or the
          Distributor's  inventory  is  fully  depleted.

     2.6  The terms and conditions of the following sections shall survive
          any termination or expiration of this Agreement: Sections 1.5, 1.6,
          1.7, 1.15, 1.16, 2.3, 2.4, 2.5, 2.6, 5.0, 8.0 and 9.0, as well as any
          other provisions that may be necessary to interpret the same.

3.0  MINIMUM PAYMENTS AND PURCHASE OBLIGATIONS

     3.1  Distributor agrees to make the following payments to CTT:

          (a)  Eighty-five  Thousand  Dollars  ($85,000)  within  five  business
               days  of  the  full  execution  of  this  Agreement.

          (b)  The sum  of  One  Hundred  Thousand  Dollars  ($100,000)  within
               thirty  (30)  days  of  the  full  execution  of  this Agreement.

          (c)  The sum  of  One  Hundred  Fifty  Thousand  Dollars  ($150,000)
               within  sixty  (60) days of the full execution of this Agreement.

          (d)  The sum  of  Two  Hundred  Thousand  Dollars  ($200,000)  within
               ninety  (90)  days  of  the  full  execution  of  this Agreement.

          (e)  The sum  of  Two  Hundred  Fifty  Thousand  Dollars  ($250,000)
               within  one  hundred  twenty  (120) days of the full execution of
               this  Agreement

          (f)  The sum  of  Three  Hundred  Thousand  Dollars  ($300,000) within
               one  hundred  fifty  days  (150)  of  the  full execution of this
               Agreement.

          In  consideration  for  the  payments  as set forth in (a) through (f)
          above,  CTT  shall  deliver  to  Distributor  (Ex Works Manufacturer),
          fifteen  days  of  CTT's  receipt  of  such  payment such Pain Therapy
          Devices and associated supplies at the prices set forth in Schedule 2.

          Notwithstanding  any  other  provision  in  this  section  3.1,  or
          elsewhere,  in  the  event  Distributor  fails to make any payment set
          forth  in 3.1(a) through (f) above, CTT shall provide Distributor with
          written notice of default and Distributor shall have ten (10) business
          days  to  cure  said  default.

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     3.2  Thereafter,  following  the  payments  to  CTT  set  forth  in Section
          3.1, Distributor agrees to make the following minimum monthly payments
          to  CTT:

          (a)  Months  one  (1)  through  twelve  (12),  three  hundred  fifty
               thousand  dollars  ($350,000)  per  month  (such  minimum monthly
               payments  would  aggregate  $4,200,000  for the twelve (12) month
               period).

          (b)  Months  thirteen  (13)  through  twenty  four  (24), four hundred
               thousand  dollars  ($400,000)  per  month  (such  minimum monthly
               payments  would  aggregate  $4,800,000  for the twelve (12) month
               period).

          (c)  Months  twenty  five  (25)  through  thirty  six  (36),  five
               hundred  thousand  dollars  ($500,000)  per  month  (such minimum
               monthly  payments  would aggregate $6,000,000 for the twelve (12)
               month  period).

          (d)  Months  thirty  seven  (37)  through  the  end  of  the  Initial
               Term,  seven  hundred fifty thousand dollars ($750,000) per month
               (such  minimum  monthly  payments  would  aggregate  $9,000,000
               annualized).

     3.3  Thereafter,  during  the  Renewal  Term(s),  if  any,  Distributor
          agrees  to  make  the  following  minimum  monthly  payments  to  CTT:

          (a)  One million  dollars  ($1,000,000)  per  month  for  each  month
               during  Contract  Year  5  ($12,000,000  in the aggregate for the
               twelve  (12)  month  period).

          (b)  One million  two  hundred  fifty  thousand  dollars  ($1,250,000)
               per  month  for  each  month during Contract Year 6 (such minimum
               monthly  payments would aggregate $15,000,000 for the twelve (12)
               month  period).

          (c)  One million  five  hundred  thousand  dollars  ($1,500,000)  per
               month for each month during Contract Year 7 (such minimum monthly
               payments  would  aggregate  $18,000,000 for the twelve (12) month
               period.

          (d)  One million  seven  hundred  fifty  thousand  dollars
               ($1,750,000)  per month for each month during Contract Year 8 and
               each  Contract  Year  thereafter  until the end of the Term (such

                                                                   Page 10 of 24
                                  CTT8K7300914
<PAGE>
               minimum  monthly  payments  would  aggregate  $21,000,000 for the
               twelve  (12)  month  period.


     3.4  For purposes  of  Sections  3.1,  3.2  and  3.3,  if  the  Start  Date
          occurred on July 1, 2009, then (i) Start Date shall mean July 1, 2009,
          (ii)  Contract  Year  1 shall mean July 1, 2009 through June 30, 2010,
          (iii)  the  payment  under Section 3.1(a) shall be due July 9, 2009 (5
          business  days  from July 1, 2009), (iv) the total payments due to CTT
          under  Section 3.1(b) shall be due by July 31, 2009 (30 days from July
          1,  2009), (v) the total payments under Section 3.1(c) shall be due by
          August  30,  2009 (60) days from July 1, 2009), etc. and (vi) November
          2010  shall  be  month  one  (1)  for  purposes  of  Section  3.2(a).

     3.5  For purposes  of  Sections  3.1(a)  through  (f)  above,  in the event
          Distributor  elects  to  defer delivery of any Pain Management Therapy
          Devices  and/or  Disposables  Packages  to  a later date, Manufacturer
          shall  hold  such  Products  until  such  time as Distributor requests
          availability  (ex  works manufacturer) of the balance of the Products.

     3.6  For purposes  of  Sections  3.2  and  3.3  above,  such payments shall
          be  for  the  purchase of Products from CTT at the purchase prices set
          forth  on Schedule 2 hereto. Additionally, provided payment is made to
          CTT  for  the purchase price set forth in Schedule 2, CTT shall credit
          said  payments  to the benefit of Distributor for purposes of 3.1, 3.2
          and 3.3 above in all instances where a lease agreement is entered into
          which  results  in  a  sale  to  CTT  as  contemplated  herein.

     3.7  For purposes  of  Sections  3.2  and  3.3 above, Distributor may apply
          each  minimum  monthly  payment  to  the  purchase  of Pain Management
          Therapy  Devices  and/or  Disposables  Packages  in such proportion as
          Distributor  determines; provided that at least fifty percent (50%) of
          each  minimum monthly payment shall be applied to the purchase of Pain
          Management  Therapy  Devices.

     3.8  Time is  of  the  essence  with  respect  to  all  payments to be made
          hereunder.  In  the event that Distributor fails to timely make any of
          the  payments  to  CTT  required  by  Section  3.1  above  within  any
          applicable  cure  periods set forth in Section 3.1 above, then CTT may
          terminate  this  Agreement  effective immediately by written notice to
          Distributor and Distributor shall have no further rights hereunder. In
          the  event that Distributor fails to timely make any other payments to
          CTT  required  by  this Agreement (other than the payments required by
          Section  3.1 above), then Section 2.2 above shall apply to such breach
          or  violation.

                                                                   Page 11 of 24
                                  CTT8K7300915
<PAGE>
4.0  RESALES

     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.

     4.2  Distributor  shall  be  responsible  for  any  and  all  taxes,
          assessments or other charges of any kind that may be imposed on CTT or
          Distributor  by  any  governmental taxing authority as a result of the
          this  Agreement  or sale or use of any Product, other than taxes based
          upon  the  income  of  CTT.

     4.3  CTT agrees  to  transfer  all  right  title  and  interest it may have
          in  any units it has already places in the Distribution Area (provided
          CTT  has  not  relinquished  title  to  same, in which case, CTT shall
          provide  evidence  of  same  within  ten  (10) days of signing of this
          agreement)  and  CTT  shall  turn  over  such paperwork/information as
          necessary  so  as  to enable Distributor to service, manage and derive
          revenue  from  said  devices.

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 a Party hereto
               or  its  clients,  including, without limitation, any information
               which,  if  kept  secret,  will provide such Party 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 the
               disclosing  Party  to  the  receiving  Party  was  already in the
               possession  of  the  receiving Party, as shown by written records
               existing  at  such  time; (ii) is independently made available to
               the  receiving  Party on a non-confidential basis by an unrelated
               and  independent third party whose disclosure does not constitute
               a

                                                                   Page 12 of 24
                                  CTT8K7300916
<PAGE>
               breach  of  any  duty  of  confidentiality owed to the disclosing
               Party  or  its  clients;  or  (iii) is generally available to the
               public  in  a  readily-available  document.

          B.   Except  as  required  in  considering  a  potential  business
               relationship  with  the  disclosing  Party  or  its  clients,  in
               connection  with  an  actual  business  relationship  with  the
               disclosing  Party  or  its  clients,  or  with  the prior written
               authorization  of the disclosing Party, the receiving Party shall
               not directly or indirectly use, disclose, disseminate, publish or
               otherwise  reveal  any Confidential Information of the disclosing
               Party  for  the  benefit  of  any party other than the disclosing
               Party  or  its  clients. In the event that the receiving Party is
               required  by  legal  process  (court  order,  subpoena,  etc.) to
               disclose  Confidential  Information,  the  receiving  Party shall
               first (unless expressly prohibited by law) provide the disclosing
               Party  with notice and the opportunity to take appropriate action
               to preserve the confidential nature of the information; provided,
               that  in  the  event  the  disclosing Party 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,
               the  receiving  Party  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
               the  receiving  Party's  counsel.

          C.   Upon termination  of  the  receiving  Party's  discussions  with
               the disclosing Party concerning a potential business relationship
               or the termination of any actual business relationship, in either
               case,  for  any  reason,  or  upon the disclosing Party's earlier
               request, the receiving Party shall return to the disclosing Party
               or  destroy  all Confidential Information of the disclosing Party
               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.  This  Section 5.1(c) shall not apply to
               information  required  to be delivered by Distributor pursuant to
               Section  1.13.

          D.   Notwithstanding  anything  to  the  contrary  contained  herein,
               (i)  CTT shall have no further obligations under this Section 5.1
               from  and  after the expiration or termination of this Agreement,
               and  (ii) CTT may use and/or disclose Confidential Information of
               Distributor  to the extent reasonably appropriate or required for
               CTT  to  comply  with  applicable  securities  laws,  rules  and
               regulations  or the requirements of any applicable stock exchange
               or  market.

                                                                   Page 13 of 24
                                  CTT8K7300917
<PAGE>
     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.

     5.3  Non-Disparagement.  CTT  acknowledges  that  any  disparaging comments
          by  CTT  or  its principals, employees or agent against Distributor 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 in
          any  way,  which  includes,  CTT's agreement not to defame or publicly
          criticize the services, business, integrity, veracity or reputation of
          Distributor,  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.



                                                                   Page 14 of 24
                                  CTT8K7300918
<PAGE>
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  Subject  to  Section  1.3,  Distributor  shall  not sell or distribute
          products  in  the  Territory that are identical to the Pain Management
          Therapy  Device(s).

          Subject  to  Section  1.3,  CTT  shall not sell or distribute products
          in  the  Territory  that  are identical to the Pain Management Therapy
          Device(s) during the period the Distributor has the exclusive right to
          sell  the  Pain  Management Therapy Device(s) within the Territory. If
          Distributor no longer has exclusive rights, CTT will have the right to
          distribute  identical  or  substantially  similar  products  in  the
          Territory.

7.0  ASSIGNMENT OR SUBCONTRACTING

     7.1  This is  a  personal  services  agreement.  Distributor may not assign
          or  transfer  this  Agreement,  or  any  interest  therein  or  claim
          hereunder,  or  subcontract  any  rights  hereunder, without the prior
          written  approval  of  CTT.  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. Notwithstanding the foregoing, Distributor
          may assign certain rights under this Agreement to one or more entities
          having common ownership with Distributor for purposes of business, tax
          or  other  reasons in Distributor's sole discretion, provided that CTT
          is given prior written notice of such assignment; and provided further
          that  no  such assignment shall relieve Distributor of its liabilities
          or  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) any breach of any representation or
          warranty  of  Distributor  contained  herein;  (b)  any  breach of any
          covenant  of  Distributor contained herein, (c) the grossly negligent,
          intentionally wrongful or illegal acts or omissions of Distributor; or
          (d)  any  actions  of  Distributor  beyond  its  authority  granted

                                                                   Page 15 of 24
                                  CTT8K7300919
<PAGE>
          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 resulting from or arising out of
          third party claims based upon, (a) any breach of any representation or
          warranty of CTT contained herein; or (b) any breach of any covenant of
          CTT  contained  herein.


     8.2  EXCEPT  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  REPRESENTATIONS AND WARRANTIES; OTHER COVENANTS

     9.1  CTT represents and warrants to Distributor as follows:

          (a)  CTT is  a  corporation  duly  organized,  validly existing and in
               good  standing  under  the laws of the State of Delaware. CTT has
               the  corporate  power  and  authority to execute and deliver this
               Agreement  and  to  perform  its  obligations  hereunder.  This
               Agreement has been executed and delivered by CTT and is the valid
               and  binding  obligation  of  CTT,  enforceable  against  CTT  in
               accordance  with  its  terms.

          (b)  At the  time  of  delivery  of  Products to Distributor, CTT will
               have  good  and  marketable  title  to such Products. No Products
               delivered  to  Distributor by CTT or Manufacturer hereunder will,
               at  the  time  of  delivery,  be  subject  to  any liens, claims,
               encumbrances,  security  interests  or  restraints  on  transfer.

                                                                   Page 16 of 24
                                  CTT8K7300920
<PAGE>
          (c)  CTT has  all  necessary  rights  to  grant  to  Distributor  the
               rights  granted  to  Distributor  in  this  Agreement.

          (c)  Except  for  the  Section  510(k)  clearance  process  and  any
               other  legally  required  product  registrations,  applications,
               permits,  authorizations  and/or filings in order to manufacture,
               import,  offer, distribute and/or sell the Products, (i) there is
               no  litigation,  governmental  proceeding  or  governmental
               investigation  pending,  or  to the knowledge of CTT, threatened,
               which  affects  the  Pain Management Therapy Device or may impair
               CTT's  ability  to  perform its obligations under this Agreement;
               and  (ii)  there is no outstanding judgment, order, injunction or
               decree  of  any  court, government or governmental agency against
               CTT  relating  to the Pain Management Therapy Device or affecting
               the  Pain  Management  Therapy  Device.

     9.2  Distributor  represents  and  warrants  to  CTT  that Distributor is a
          corporation  duly  organized,  validly  existing  and in good standing
          under  the  laws  of  the  State of Delaware; that Distributor has the
          corporate  power  and  authority to execute and deliver this Agreement
          and  to perform its obligations hereunder; and that this Agreement has
          been  executed  and  delivered  by  Distributor  and  is the valid and
          binding  obligation of Distributor, enforceable against Distributor in
          accordance  with  its  terms.



10.0 MISCELLANEOUS

     10.1 AMENDMENT  AND  WAIVER.  Any  provision  of  this  Agreement  may  be
          amended  or  waived  only  with the written and signed consent of both
          Parties.  The  terms  and conditions contained herein shall control in
          all  respects  concerning  the  sale of Product(s) notwithstanding the
          printed  terms  and  conditions  stated  in  any purchase order, sales
          order,  order acknowledgement, confirmation or other form submitted by
          CTT  or  Distributor  to  the other in connection with the sale of the
          Product(s).  CTT  and  Distributor  hereby  object  in  advance to any
          inconsistent  printed terms and conditions set forth in any such sales
          order,  purchase  order,  order acknowledgement, confirmation or other
          form. Failure by a Party to enforce any provision of this Agreement or
          to  assert a claim on account of breach of this Agreement shall not be
          deemed  a  waiver  of  its  right  to  enforce  the  same or any other
          provision  of  this  Agreement on the occasion of a subsequent breach.

     10.2 SEVERABILITY.  If  any  provision  of  this Agreement shall be held to
          be illegal, invalid, or unenforceable, such provision will be enforced
          to  the  maximum

                                                                   Page 17 of 24
                                  CTT8K7300921
<PAGE>
          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.

     10.3 APPLICABLE  LAW.  This  Agreement  shall  be  governed  by the laws of
          the  State  of  Connecticut,  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.

     10.4 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 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:

                               Michael H. Clinton
                               President and CEO
                       Innovative Medical Therapies, Inc.
                            212A New London Turnpike
                             Glastonbury, CT 06033

                                                                   Page 18 of 24
                                  CTT8K7300922
<PAGE>
     10.5 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.

     10.6 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" 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."

     10.7 REMEDIES.  The  remedies  provided  in  this  Agreement  are  not  and
          shall  not  be  deemed to be exclusive and shall be in addition to any
          other  remedies  that  any Party may have at law or in equity. Without
          limiting  the  foregoing provisions of this Section 10.7, in the event
          that  any  party  breaches or threatens to breach any of the covenants
          contained  in  Sections  5.0  or 6.0, the non-breaching party shall be
          entitled to both (i) a preliminary and permanent injunction to prevent
          the  continuation  of such harm, without the need of posting bond, and
          (ii)  money  damages  insofar  as  they  can  be  determined.

     10.8 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.

     10.9 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 date first written above.

                                                                   Page 19 of 24
                                  CTT8K7300923
<PAGE>
     10.10 EXPENSES.  Each  party  shall  bear  its  own expenses, including the
          fees  of  attorneys  and  accountants, arising in connection with this
          Agreement  or  the  transactions  contemplated  hereby.

     10.11 ARBITRATION.  Subject  to  disputes  for  which  injunctive relief is
          sought, any dispute between the parties relating to the subject matter
          of  this  Agreement  shall  be subject to binding arbitration with the
          American  Arbitration Association. Any arbitration proceeding shall be
          held  in  Bridgeport,  Connecticut.  The  AAA  commercial  dispute
          arbitration  rules  and  procedures shall apply to any proceeding. The
          arbitrator(s)  determination  shall  be  final  and  binding as to all
          disputed matters. Judgment upon an award rendered by the arbitrator(s)
          may  be  entered  by  a  court  having  competent  jurisdiction.  The
          prevailing  party  (as  determined  by  the  arbitrator(s))  shall  be
          entitled  to  an  award  of  reasonable  attorneys  fees.

     10.12 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.

     10.13 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 20 of 24
                                  CTT8K7300924
<PAGE>
IN  WITNESS  WHEREOF,  the Parties hereto have executed this Agreement as of the
dates  shown  below.

COMPETITIVE TECHNOLOGIES, INC.         INNOVATIVE MEDICAL THERAPIES, INC.


BY: \S\ JOHN B. NANO                   BY: \S\ MICHAEL H. CLINTON
--------------------------------       ----------------------------------

NAME:  JOHN B. NANO                    NAME: MICHAEL H. CLINTON

TITLE: CHAIRMAN, PRESIDENT & CEO       TITLE:  PRESIDENT AND CEO


DATE: JULY 29, 2009                    DATE: JULY 29, 2009






























                                                                   Page 21 of 24
                                  CTT8K7300925
<PAGE>
                                   SCHEDULE 1

                                   PRODUCT(S)


1.     PAIN MANAGEMENT THERAPY  DEVICE.  "Pain Management Therapy Device" shall
mean the Scrambler Therapy Model MC-5A multiprocessor device* for use in pain
management therapy, which is more commonly referred to the "Scrambler Therapy
MC-5A" device, plus one complete Cable Disposables Package.

2.     CABLE DISPOSABLES PACKAGE.   "Cable Disposables Package" shall mean a
package comprised of five (5) cables with two (2) electrodes each, but does not
include Re-engineered Cables (as defined in this Schedule 1).

3.     PADS DISPOSABLES PACKAGE.   "Pads Disposables Package" shall mean a
package comprised of ten (10) latex free pads per package, satisfying the Pads
Specifications.

Cable Disposables Packages and Pads Disposables Packages may collectively be
referred to herein as "Disposables Packages".  As used herein, "Product(s)"
shall mean any or all of the Pain Management Therapy Device(s), the Cable
Disposables Package(s) and/or the Pads Disposables Package(s).

*  The  parties  agree  that Distributor may engineer new cables ("Re-engineered
Cables")  for  use  on  the Pain Management Therapy Device and CTT shall provide
manufacturer  with  new  specifications  for  the  connections  required for the
cables.  CTT  shall  cooperate  with  Distributor's  engineering efforts in this
regard and shall provide sufficient engineering and specification information so
as  to  permit Distributor to design the connection ports on the Pain Management
Therapy  Device.  Upon  Distributor's request, and provided that Distributor has
submitted  properly  engineered schematic drawings and specifications, CTT shall
obtain  the  changes  from  the manufacturer with six (6) months prior notice in
order  to  allow  Manufacturer  to  make  fabrication  changes  for  production.










                                                                   Page 22 of 24
                                  CTT8K7300926
<PAGE>
                                   SCHEDULE 2

                               PRODUCT(S) PRICING

                                             PER UNIT
    PRODUCT                              PURCHASE PRICE
------------------  ------------------------------------------------------------
Pain Managment      Contract Years 1, 2 and 3:
Therapy Device      (and Interim Agreement Period)
                    [Confidential Pricing Information Omitted]

                    Contract Year 4 and Year 5:
                    [Confidential Pricing Information Omitted]

                    Contract Years 6 through 25 (if applicable):
                    [Confidential Pricing Information Omitted]
------------------  ------------------------------------------------------------
Cable Disposables   Contract Years 1, 2 and 3:
Package             (and Interim Agreement Period)
                    [Confidential Pricing Information Omitted]

                    Contract Year 4:
                    [Confidential Pricing Information Omitted]

                    Contract Year 5:
                    [Confidential Pricing Information Omitted]

                    Contract Years 6 through 25 (if applicable):
                    [Confidential Pricing Information Omitted]
------------------  ------------------------------------------------------------
Pads Disposables    Contract Years 1, 2 and 3:
Package             (and Interim Agreement Period)
                    [Confidential Pricing Information Omitted]

                    Contract Year 4:
                    [Confidential Pricing Information Omitted]

                    Contract Year 5:
                    [Confidential Pricing Information Omitted]


       Confidential Treatment Requested by Competitive Technologies, Inc.

                                                                   Page 23 of 24
                                  CTT8K7300927
<PAGE>
                    Contract Years 6 through 25 (if applicable):
                    [Confidential Pricing Information Omitted]
------------------  ------------------------------------------------------------

Note - [Confidential Pricing Information Omitted]

































       Confidential Treatment Requested by Competitive Technologies, Inc.

                                                                   Page 24 of 24
                                  CTT8K7300928