Exhibit 10.2

                         REGISTRATION RIGHTS AGREEMENT

     REGISTRATION  RIGHTS  AGREEMENT  (this  "AGREEMENT"), dated as of August 6,
2009,  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 Eight Million Dollars
($8,000,000)  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

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under the Purchase Agreement (without regard to any limitation or restriction on
purchases)  and the 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 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

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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
               9814  Crystal  Blvd
               Baytown,  TX  77521
               Telephone:     281-918-0040
               Facsimile:      800-836-8714
               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  B.  Nano
                                        Name:  John  Nano
                                        Title:  President


                                        BUYER:

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

                                        By:  Josh  Scheinfeld
                                        Name:  Josh  Scheinfeld
                                        Title:








<PAGE>

                                   EXHIBIT A

                        TO REGISTRATION RIGHTS AGREEMENT

           FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT

[Date]

American  Stock  Transfer
6201  15th  Avenue
Brooklyn,  NY  11219
Attention:     Ms.  Joe  Alicia
          Ms.  Jessie  Tejada

Re:  Competitive  Technologies,  Inc.

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  August 6, 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  Eight  Million  Dollars
($8,000,000)  (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)  1,801,439  shares  of  Common  Stock  to  be issued upon purchase from
          the  Company  by the Buyer from time to time (the "PURCHASE SHARES.").

     (2)  86,933  shares  of  Common  Stock  which have been issued to the Buyer
          as  a  commitment  fee  (the  "INITIAL  COMMITMENT  SHARES").

     (3)  86,933  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 August 6, 2009, 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  _______,  2009, 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,
                                        Cutler  Law  Group  P.C.


                                        By:____________________
                                        M.  Richard  Cutler,  President



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.