TERMINATION AGREEMENT

     TERMINATION AGREEMENT (the "Agreement"), dated as of August 5, 2009, by and
between COMPETITIVE TECHNOLOGIES, INC., a Delaware corporation, (the "Company"),
and  FUSION  CAPITAL  FUND  II,  LLC, an Illinois limited liability company (the
"Buyer").

     WHEREAS,  the Buyer and the Company mutually desire to terminate the Common
Stock  Purchase  Agreement dated as of July 22, 2008, by and between the Company
and  the  Buyer  (the  "Purchase  Agreement") and the agreements entered into in
connection  with  the  Purchase  Agreement.  All  capitalized terms used in this
Agreement  that  are  not  defined in this Agreement shall have the meanings set
forth  in  the  Purchase  Agreement.

     NOW  THEREFORE,  the  Company  and  the  Buyer  hereby  agree  as  follows:

     1.  TERMINATION  OF  THE  PURCHASE  AGREEMENT.

     The  Purchase  Agreement,  and  the other Transaction Documents between the
Buyer  and  the  Company  related  to  the  Purchase  Agreement (other than this
Agreement) are hereby terminated effective as of the date hereof and any and all
rights,  duties  and  obligations  arising  thereunder or in connection with the
Purchase  Agreement,  and  the Transaction Documents are now and hereafter fully
and  finally  terminated,  provided,  however,  that (i) the representations and
warranties  of  the  Buyer  and  Company contained in Sections 2, 3 and 5 of the
Purchase  Agreement,  (ii) the indemnification provisions set forth in Section 8
of  the  Purchase Agreement, and (iii) the agreements and covenants set forth in
Section  11  of  the Purchase Agreement shall survive such termination and shall
continue  in  full  force  and  effect  (the  "Surviving  Obligations").


     2.  MISCELLANEOUS.

     (a)  Governing  Law; Jurisdiction; Jury Trial. All 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  in  the  City  of  Chicago, for the adjudication of any dispute
hereunder  or under the other Transaction Documents or in connection herewith or
therewith,  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 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.
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.


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     (b)  Counterparts.  This Agreement may be executed in two or more identical
counterparts,  all  of  which shall be considered one and the same agreement and
shall  become  effective  when  counterparts  have been signed by each party and
delivered  to  the  other  party;  provided  that a facsimile signature shall be
considered  due  execution  and shall be binding upon the signatory thereto with
the  same force and effect as if the signature were an original, not a facsimile
signature.

     (c)  Headings.  The  headings  of  this  Agreement  are  for convenience of
reference  and  shall  not  form  part of, or affect the interpretation of, this
Agreement.

     (d)  Severability.  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.

     (e)  Notices.  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 Trading 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:

     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

     If  to  the  Buyer:
          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)  Trading  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,  and recipient facsimile number 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.


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     (f)  Successors and Assigns. This Agreement shall be binding upon and inure
to  the  benefit of the parties and their respective successors and assigns. The
Company  shall  not assign this Agreement or any rights or obligations hereunder
without  the  prior  written  consent  of  the  Buyer,  including  by  merger or
consolidation.  The  Buyer  may  not assign its rights or obligations under this
Agreement.

     (g)  No  Third  Party  Beneficiaries.  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.

     (h)  Further  Assurances.  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.

     (i)  No  Strict  Construction.  The  language used in this Agreement is the
language  chosen  by the parties to express their mutual intent, and no rules of
strict  construction  will  be  applied  against  any  party.

     (j)  Changes  to  the  Terms  of  this  Agreement.  This  Agreement and any
provision  hereof  may only be amended by an instrument in writing signed by the
Company  and  the Buyer. The term "Agreement" and all reference thereto, as used
throughout  this  instrument, shall mean this instrument as originally executed,
or  if  later  amended  or  supplemented,  then  as  so amended or supplemented.

     (k)  Failure  or Indulgence Not Waiver. No failure or delay in the exercise
of  any  power,  right or privilege hereunder shall operate as a waiver thereof,
nor  shall  any single or partial exercise of any such power, right or privilege
preclude  other  or  further  exercise  thereof  or of any other right, power or
privilege.

                                 *     *     *
IN WITNESS WHEREOF, the Buyer and the Company have caused this Termination
Agreement to be duly executed as of the date first written above.

                                   THE  COMPANY:

                                   COMPETITIVE  TECNOLOGIES,  INC.

                                   By: \s\ John Nano
                                       -------------
                                   Name:  John  Nano
                                   Title:  Chief  Executive  Officer

                                   BUYER:

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

                                   By: \s\ Joshua B. Scheinfeld
                                       ------------------------
                                   Name:  Joshua  B.  Scheinfeld
                                   Title:   President

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