LEASE BETWEEN

                             1375 KINGS HIGHWAY LLC

                                    LANDLORD

                          c/o Abbey Road Advisors LLC
                         33 Riverside Avenue, 4th Floor
                          Westport, Connecticut 06880

                                      AND

                         COMPETITIVE TECHNOLOGIES, INC.

                   1375 Kings Highway East, Suites 400 & 485
                          Fairfield, Connecticut 06824

                                     TENANT





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                               TABLE OF CONTENTS

ARTICLE 1.   DEFINITIONS                                     1
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ARTICLE 2.   DEMISE AND TERM                                 4
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ARTICLE 3.   BASE RENT                                       5
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ARTICLE 4.   ADDITIONAL RENT                                 5
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ARTICLE 5.   ELECTRICITY                                     5
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ARTICLE 6.   USE AND COMMON AREAS                            7
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ARTICLE 7.   UTILITIES AND SERVICE                           8
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ARTICLE 8.   REPAIRS AND MAINTENANCE                         9
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ARTICLE 9.   ASSIGNMENT AND SUBLETTING                       9
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ARTICLE 10.  WORK BY LANDLORD                                9
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ARTICLE 11.  COMPLIANCE WITH LAWS AND INSURANCE             11
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ARTICLE 12.  SIGNS                                          12
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ARTICLE 13.  INSURANCE                                      12
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ARTICLE 14.  LATE CHARGES                                   13
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ARTICLE 15.  CASUALTY                                       13
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ARTICLE 16.  BANKRUPTCY                                     13
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ARTICLE 17.  DEFAULTS                                       14
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ARTICLE 18.  EMINENT DOMAIN                                 15
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ARTICLE 19.  SURRENDER                                      16
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ARTICLE 20.  NON-LIABILITY AND INDEMNIFICATION              16
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ARTICLE 21.  ACCESS TO DEMISED PREMISES                     17
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ARTICLE 22.  LANDLORD'S EXPENSES                            18
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ARTICLE 23.  QUIET ENJOYMENT, SUBORDINATION AND ATTORNMENT  18
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ARTICLE 24.  ESTOPPEL CERTIFICATE                           19
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ARTICLE 25.  ALTERATIONS                                    19
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ARTICLE 26.  RULES AND REGULATIONS                          20
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ARTICLE 27.  NOTICES                                        20
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ARTICLE 28.  SUCCESSORS AND ASSIGNS                         21
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ARTICLE 29.  BROKER                                         21
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ARTICLE 30.  SECURITY DEPOSIT                               21
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ARTICLE 31.  UNAVOIDABLE DELAY                              21
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ARTICLE 32.  MISCELLANEOUS                                  22
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<PAGE>
                                 LEASE SUMMARY

Date of Lease:                           November 22, 2010
Tenant:                                  Competitive Technologies, Inc.
                                         1375 Kings Highway East,
Address:                                 Fairfield, CT 06824
Taxpayer Identification Number:
Suite No.                                400 & 485
Rentable Square Feet:                    2,729
Use (Article 6):                         General and Executive Offices
Term (Article 2)                         Thirty-six (36) months
Commencement Date (Article 2):           December 1, 2010
Expiration Date:                         November 30, 2013
Base Rent:                               As set forth in the Rent Schedule below
Initial Electrical Charge (Article 5):   2.75 per rentable square foot per annum
Security Deposit (Article 29):           $ 15,000.00
Tenant's Share (Article 4):              9.27%
Base Year for Operating Expenses
  (Article 4):                           Calendar year 2011
Tax Base Year (Article 4):               Calendar year 2011
Guarantor:                               None
Broker:                                  CB Richard Ellis, Inc. and Colonial
                                         Realty


                                 RENT SCHEDULE

                           Annual
              Base Rent    Base        Electric    Annual Base    Monthly
Period        per r.s.f.   Rent        Inclusion   Rent & Elec.   Installment
------------  -----------  ----------  ----------  -------------  ------------
Lease Year 1  $     22.00  $60,038.00  $ 7,504.75  $   67,542.75  $   5,628.56
Lease Year 2  $     23.00  $62,767.00  $ 7,504.75  $   70,271.75  $   5,855.98
Lease Year 3  $     24.00  $65,496.00  $ 7,504.75  $   73,000.75  $   6,083.40










<PAGE>
     THIS  LEASE is made as of November 22, 2010 between 1375 KINGS HIGHWAY LLC,
a  Connecticut limited liability company ("LANDLORD"), with offices at c/o Abbey
Road  Advisors LLC, 33 Riverside Avenue, 4th Floor, Westport, Connecticut 06880;
and  COMPETITIVE  TECHNOLOGIES,  INC.,  a  Delaware corporation ("TENANT"), with
offices  at  1375  Kings  Highway  East,  Fairfield,  Connecticut  06824.

ARTICLE  1.     DEFINITIONS

     1.01     The  following  terms  shall  have the meanings set forth opposite
each  term  or  in  the  indicated  Section:

1.01.1     "ADDITIONAL  RENT"  -  Section  3.02

1.01.2     "AFFILIATE"  -  any entity controlling, controlled by or under common
control  with  an  entity.

1.01.3     "ALTERATIONS"  -  Section  25.01

1.01.4     "BASE  RENT"  -  Section  3.0

1.01.5     "BASE  YEAR"  -  calendar  year  2011

1.01.6     "BROKER"  -  Section  29.01

1.01.7     "BUILDING" - That certain real property in which the Demised Premises
are  located,  known  as 1375 Kings Highway East, Fairfield, Connecticut as more
particularly  described  in  Exhibit  "B".

1.01.8     "COMMENCEMENT  DATE"  -  Section  2.03

1.01.9     "COMMON  AREAS"  -  Shall  mean  all  means  of  egress  and ingress,
including  public  sidewa1ks  and  walkways,  lobbies,  vestibules,  stairways,
corridors,  passenger  elevators,  and public lavatories.  It shall also include
those  portions  of  the  premises that are dedicated for parking and passage of
motor  vehicles.

1.01.10     "COST  INCREASE"  -Section  4.01

1.01.11     "DEMISED  PREMISES"  -  The  space  shown on the floor plan attached
hereto  as  Exhibit  "A".

1.01.12     "LANDLORD'S  WORK"  -  The  work  to  be  performed  by  Landlord as
described  in  Exhibit  "C"  attached  hereto.

<PAGE>
1.01.13     "LEASE  INTEREST RATE" - Shall mean the sum of (i) the prime or base
lending  rate  announced  from time to time by the Wall Street Journal plus (ii)
three  percentage  points.

1.01.14     "LEASE  SUMMARY" - The list of terms attached to this Lease and made
a  part  thereof.  The  terms set forth in the Lease Summary are incorporated by
reference in the applicable Articles of the Lease with the same effect as if set
forth  in  full  in  such  Articles.

1.01.15     "LEASE  YEAR"  -  The period commencing on the Commencement Date and
ending  on  the  last  day  of  the  month in which the first anniversary of the
Commencement  Date  occurs,  and each 12-month period thereafter, except that if
the  period  between  the  last such anniversary and the end of the Term is less
than  twelve  (12) months, then the last Lease Year shall be such lesser period.

1.01.16     "LEGAL  HOLIDAYS"  -  Shall  include  New  Year's Day, Memorial Day,
Independence  Day,  Labor  Day,  Thanksgiving  Day, Christmas Day, and any other
state or national holiday as may be established from time to time.  In addition,
if  any  Legal  Holiday  falls  on  a  weekend and is celebrated by the State of
Connecticut  or  Federal  Government  on  a  weekday, such weekday also shall be
deemed  a  Legal  Holiday  hereunder.

1.01.17     "OPERATING  EXPENSES"  -  Shall mean any or all expenses incurred by
Landlord  in  connection  with  the  operation  of  the  Building, including all
expenses  incurred  as  a  result  of  Landlord's  compliance  with  any  of its
obligations  hereunder,  and  such  expenses shall include: (i) salaries, wages,
medical, surgical and general welfare benefits (including group life insurance),
pension  payments  and  other  fringe  benefits  of  employees  of  Landlord  or
Landlord's  managing  agent  engaged  in  the  operation  and maintenance of the
Building;  (ii) payroll taxes, workmen's compensation, uniforms and dry cleaning
for  the employees referred to in subdivision (i); (iii) the cost of all charges
for  steam,  heat,  ventilation,  air  conditioning  and  water (including sewer
rental,  taxes,  septic and well costs, if applicable) furnished to the Building
and/or  used  in  the operation of all of the service facilities of the Building
and  the cost of all charges for electricity furnished to the public and service
areas  of  the  Building  and/or  used  in  the  operation of all of the service
facilities  of  the  Building including any taxes on any of such utilities; (iv)
the  cost  of  all  charges  for  rent, hazard, casualty, war risk insurance (if
obtainable  from  the  United States government) and liability insurance for the
Building  carried  by  Landlord;  (v) the cost of cleaning the Building, and all
building  and  cleaning supplies for the Building, and charges for telephone for
the  Building;  (vi)  the cost of all charges for the management of the Building
based  on  a fee equal to the greater of 5% of gross Building rents and the then
prevailing  rate  paid  to  managing  agents of a first class office building in
Fairfield

<PAGE>
County;  (vii) the cost of all charges for window cleaning and service contracts
with  independent  contractors  for  the Building; (viii) the cost of rentals of
capital  equipment  designed  to  result  in  savings or reductions in Operating
Expenses; (ix) the cost of capital improvements made by Landlord with respect to
the  maintenance and/or operation of the Building that are designed to result in
savings  or  reductions in Operating Expenses, amortized over the shorter of (A)
ten  (10)  years  and (B) the life of such capital improvements; (x) the cost of
compliance  by  Landlord  with any federal, state, municipal or local ordinances
affecting  the Building; (xi) the cost relating to the maintenance and operation
of  the  elevators  in  the  Building; (xii) the cost relating to protection and
security;  (xiii)  the  cost  relating  to  lobby  decorations  and interior and
exterior  landscape  maintenance,  snow  plowing  and maintenance of the parking
areas;  (xiv)  repairs,  replacements and improvements which are appropriate for
the  continued operation of the Building, including, but not limited to, repairs
and  improvements to the HVAC, plumbing and electrical systems; (xv) painting of
non-tenanted  areas;  and  (xvi)  professional  and  consulting fees.  Operating
Expenses shall NOT include (a) costs of painting and decorating for any tenant's
space;  (b) administrative wages and salaries, including executive compensation;
(c)  renting  commissions;  (d) franchise taxes or income taxes of Landlord; (e)
real  estate  taxes  to  the  extent  included  in  Article  4;  (f) the cost of
furnishing  electricity  to  the  extent  included in Article 5; (g) the cost of
providing  overtime  heat,  air-conditioning,  and  separately  metered water to
tenants  of  the Building to the extent that the same are payable by the tenants
for  whom  such  services  are  provided;  (h)  the  cost of any work or service
provided to any tenant of the Building that is not provided to Tenant under this
Lease.

1.01.18     "OPERATING  YEAR"  -  Section  4.01

1.01.19     "RENT"  -  Section  3.02

1.01.20     "SECURITY  DEPOSIT"  -  Section  30.01

1.01.21     "STRUCTURAL"  -  Shall  mean  the  parts  of  the Building which are
integral  to  the structure or support of the Building, and includes: stairwells
and  towers;  foundations;  sub-flooring;  column  supports; load bearing walls;
roof;  exterior  walls  above  and/or  below  grade;  fire  escapes.

1.01.22     "SUCCESSOR"  - any entity which acquires all or substantially all of
the  assets  of  an entity or which survives a statutory merger or consolidation
with  an  entity.

1.01.23     "TAXES"  -  Shall  mean  all  real estate taxes, school taxes, sewer
rents,  rates  and  charges,  assessed,  levied  or  imposed  upon  the Building
(including  special  or  extraordinary  assessments),  and  all  assessments  or

<PAGE>
other  governmental charges, general, specific, assessed, levied or imposed upon
the Building, and charged to all tenants of the Building in a consistent manner,
and  "Tax" shall mean any of such taxes.  There shall be excluded from Taxes any
capital stock, income, inheritance, estate, succession, transfer, sales, gift or
similar  taxes  of Landlord or any franchise or unincorporated business tax upon
Landlord.  If, due to a change in the method of taxation, any franchise, income,
profit  or  other  tax,  however designated, shall be levied against Landlord in
substitution,  in  whole  or  in  part,  for, or in lieu of, any tax which would
otherwise constitute a Tax, such franchise, income, profit or other tax shall be
deemed  to  be  a  Tax  for  the  purpose  hereof.

1.01.24      "TAX  BASE  YEAR"  -  calendar  year  2011


1.01.25     "TENANT'S PROJECTED SHARE":  Landlord's written estimate of Tenant's
Share  of  increases  in  Operating  Expenses  for  each  Operating  Year.

1.01.26     "TENANT'S  REPRESENTATIVES":  Any  of  Tenant's  members,  partners,
employees,  agents,  contractors,  or  licensees.

1.01.27      "TENANT'S SHARE": 9.27% or a fraction the numerator of which is the
number  of  square  feet  of  rentable  area  included in the Premises (it being
understood  that such number shall be deemed to be 2,729) and the denominator of
which  is  the  number of square feet of leasable area in the Building excluding
storage  space (it being understood that such number is presently 29,454, but is
subject  to  change  due  to actual increases or decreases to the Building's and
Premises'  area

1.01.28     "TERM"  -  Section  2.02

ARTICLE  2.     DEMISE  AND  TERM

     2.01     Landlord  hereby leases to Tenant, and Tenant hires from Landlord,
the  Demised  Premises,  for  the  Term  and  at the Rent described in the Lease
Summary,  and  otherwise  upon  the  terms  of  this  Lease.

     2.02     The "TERM" is the number of months specified in the Lease Summary,
plus  the number of days necessary so that the Term shall end on the last day of
a  calendar  month.  The Term shall commence on the Commencement Date, and shall
end  on  such  earlier  date  on  which  the  Term may be canceled or terminated
pursuant  to  this  Lease  or  as  provided  by  law.

     2.03     The  "COMMENCEMENT  DATE" shall be the date specified in the Lease
Summary.


<PAGE>
2.04     If Landlord is unable to give Tenant possession of the Demised Premises
on  the  date  (if  any) specified in the Lease Summary as the Commencement Date
because  of  the  holding over by any occupant or for any other reason, Landlord
shall  not  be  subject  to any liability for failure to give possession and the
validity of this Lease shall not be impaired, nor shall the same be construed to
extend the Term, but the Commencement Date shall be the date when Landlord shall
have  given  Tenant  notice  that  the Demised Premises are ready for occupancy.

ARTICLE  3.     BASE  RENT

     3.01     Commencing  on the Commencement Date, Tenant shall pay to Landlord
Base  Rent  for  each  Lease  Year  at  the rate specified in the Lease Summary.
3.02     Every amount payable by Tenant hereunder in addition to Base Rent shall
be  deemed  "ADDITIONAL  RENT".  Base  Rent  and  Additional  Rent  are  herein
collectively  referred  to  as  the  "Rent."

3.03     All  Rent  shall  be  paid  without demand, setoff or deductions of any
kind,  in  equal  monthly  installments,  in  advance,  on the first day of each
calendar month of the Term at the address of Landlord stated above or such other
place  as Landlord may designate in writing from time to time.   Notwithstanding
any terms contained herein to the contrary, Tenant's obligation to pay Base Rent
shall  commence  on  the  Rent  Commencement Date and Tenant's obligation to pay
Additional  Rent  shall  commence  upon  the  Commencement  Date.

ARTICLE 4.     OPERATING EXPENSES AND TAXES

     4.01     After  the  expiration  of  the  Base  Year and of each succeeding
calendar  year  ("OPERATING  YEAR"),  Landlord  shall  furnish  Tenant a written
statement  prepared  by  Landlord  of  the  Operating  Expenses of the Building,
incurred for such year.  During the period of forty-five (45) days after receipt
of  Landlord's  statement,  Tenant's independent certified public accountant may
inspect  the records of the material reflected in said Landlord's statement at a
reasonable time mutually agreeable to Landlord and Tenant.  Failure of Tenant to
challenge any item in such statement within such period after receipt shall be a
waiver  of  Tenant's  right  to challenge such item for such year.  Within sixty
(60)  days  after receipt of such statement for any Operating Year setting forth
any increase of Operating Expenses during such Operating Year over the Operating
Expenses  in  the Base Year (said increase being referred to herein as the "COST
INCREASE"),  Tenant  shall  pay  Tenant's  Share  of the Cost Increase (less the
amount  of  Tenant's  Projected  Share  paid  by  Tenant  on account thereof) to
Landlord  as  Additional  Rent. Operating Expenses shall be determined as if the
Building were 95% occupied during the Base Year and each Operating Year in which
actual  occupancy  shall  be  less  than  95%.

4.02     Commencing with the first Operating Year, Tenant shall pay to Landlord,
as  Additional Rent, Tenant's Projected Share. On the first day of each month of
each  Operating  Year during the Term, and within sixty (60) days after Tenant's
receipt of Landlord's written estimate, Tenant shall pay to Landlord one-twelfth
of  Tenant's  Projected  Share for such Operating Year.  If Landlord's statement
after  the end of an Operating Year shall indicate that Tenant's Projected Share
exceeded  Tenant's  Share  of  the  Cost  Increase, Landlord shall forthwith, at
Landlord's  option,  either  (i)  pay  the  amount  of excess directly to Tenant
concurrently  with the notice or (ii) permit Tenant to credit the amount of such
excess  against  the  subsequent  payments of Additional Rent due hereunder.  If
Landlord's  statement  shall  indicate  that Tenant's Share of the Cost Increase
exceeded  Tenant's  Projected  Share  for  the  completed

<PAGE>
Operating  Year,  Tenant  shall,  subject  to  the provisions of subsection 4.01
herein, forthwith pay the amount of such excess to Landlord.  If said Landlord's
statement  is  furnished  to  Tenant  after  the  commencement  of  a subsequent
Operating  Year,  there  shall  be  promptly  paid by Tenant to Landlord or vice
versa,  as  the  case  may be, an amount equal to the portion of such payment or
credit  allocable  to  the  part of such Operating Year which shall have elapsed
prior  to the first day of the calendar month next succeeding the calendar month
in  which  said  Landlord's  statement  is  furnished  to  Tenant.

4.03     Landlord's  failure  to render Landlord's statement with respect to any
Operating  Year  or  Tax  Year,  or Landlord's delay in rendering said statement
beyond a date specified herein, shall not prejudice Landlord's right to render a
Landlord's  statement  with  respect to that or any subsequent Operating Year or
Tax  Year.  The  obligations of Landlord and Tenant under the provisions of this
Section  below,  with  respect  to  any  Additional Rent, which obligations have
accrued prior to the expiration or sooner termination of the Term, shall survive
the  expiration  or  any  sooner  termination  of  the  Term.

4.04     If  Taxes are increased during any year subsequent to the Tax Base Year
over  Taxes  paid by Landlord during the Tax Base Year, then Tenant shall pay to
Landlord,  without  setoff  or  deductions  of  any kind, as Additional Rent, an
amount  equal to Tenant's Share of the increase.  Payment of such increase shall
be  made  in  annual  installments  within  30  days  after Tenant receives from
Landlord  notice  of  such  tax  increase and a bill for Tenant's Share thereof,
together with a copy of the applicable bill received by Landlord from the taxing
authority.  Notwithstanding  the foregoing, Landlord may require that Tenant pay
Tenant's  Projected  Share  of  Tax  increases  in  advance  in  equal  monthly
installments  and  shall, in such event, include Real Estate Taxes in Landlord's
written  estimate,  as  described in Section 4.02, above.  If the Building shall
not  be  assessed  as if it were 95% occupied during the Tax Base Year, then for
the  Tax  Base  Year and each subsequent year in which actual occupancy shall be
less  than  95%,  Taxes  shall  be adjusted as if the Building were at least 95%
occupied during each such year.  If Landlord receives a refund of any portion of
Taxes  that  were  included  in  the  Taxes  paid by Tenant, then Landlord shall
reimburse Tenant its pro rata share of the net refunded taxes, less any expenses
that  Landlord reasonably incurred to obtain the refund.  If, as a result of any
application  or proceeding brought by or on behalf of Landlord for review of the
assessed  valuation  of  the  Building  for  the Tax Base Year, there shall be a
decrease  in  the  Taxes  payable  by Landlord for such year, the reduced amount
shall  be  used  for  future  calculations  under  this  Section.

ARTICLE 5.     ELECTRICITY

     5.01     Landlord  shall  furnish  electricity  to Tenant on the basis of a
"rent  inclusion plan," pursuant to which the Base Rent shall be increased by an
Initial  Electric  Charge  in  consideration  of  Landlord furnishing electrical
energy  to the Demised Premises.  Unless otherwise established by the results of
a  survey  or  an  increase in the rates of the public utility company supplying
electrical  service  to  the Building as provided in Section 5.02, Tenant agrees
that  the Initial Electric Charge shall be $2.75 per rentable square foot of the
Demised  Premises  per annum.  Tenant shall pay such Initial Electric Charge (or
any  increase  thereof  pursuant  to  Section 5.02) in twelve (12) equal monthly
installments  in  advance  on  the first day of each month from the Commencement
Date,  and  such  charge  shall  constitute  Additional  Rent.

5.02     Landlord  shall have the right to designate an electrical consultant to
make  a  survey  or  resurvey  of the electric consumption and power load on the
Demised  Premises.  If  such

<PAGE>
survey  discloses  that the cost of Tenant's average consumption is greater than
eighty-five  percent (85%) of the Initial Electric Charge (or the consumption as
disclosed by a previous survey), the Initial Electric Charge shall, upon written
notice  from  Landlord to Tenant and effective as of the date of such notice, be
increased  by  the  annual cost of such additional consumption.  If the rates or
charges  at  which  Landlord  purchases electric current from the public utility
company supplying electrica1 service to the Building shall be increased over the
rates  in  effect  on the Commencement Date, the Initial Electric Charge payable
hereunder  shall  be  increased  by  the amount of the additional annual cost to
Landlord  of  furnishing  electricity  to  Tenant.

5.03     At any time, Landlord shall have the right to have electricity supplied
to  the  Demised  Premises  on  a  direct  metered  or  sub-metered  basis.  If
electricity  is  available  to  Tenant on a direct metered basis for the Demised
Premises,  the  costs  of  such service shall be paid directly by Tenant to such
public utility, but a default by Tenant in the payment of any such bill shall be
deemed  a  default  by  Tenant  under  this  Lease.

5.04     If  Landlord  furnishes  electricity  to  the  Demised  Premises  on  a
sub-metered  basis,  Tenant  shall  pay  to  Landlord,  on  a  monthly basis, as
Additional  Rent,  the  amounts  determined  by  the sub-meter installed for the
purpose  of  measuring  the  electric  consumption  of  the  Demised  Premises,
calculated  by  applying  to Tenant's measured electrical demand and consumption
103%  of  the  public  utility  rate  schedule  then  applicable to Landlord for
purchase  of  electricity  for  the  Building.  Where  more  than  one sub-meter
measures  the service to Tenant, the service rendered through each sub-meter may
be computed and billed separately to Tenant.  Bills for electric energy shall be
rendered  at  such  times as Landlord may elect and such amount shall be paid by
Tenant  as  Additional Rent within ten (10) days from the date Landlord invoices
Tenant  for  such  charges.

5.05     Regardless  of  which  method  Landlord employs to govern the supply of
electricity  to the Demised Premises, Tenant agrees at all times that its use of
electric  current  shall  not  exceed  the  capacity  of existing feeders to the
Buildings or the risers or wiring installation.  Tenant shall make no electrical
installations,  alterations,  additions  or  changes  to electrical equipment or
appliances  without  the  prior  written  consent  of Landlord in each instance.
Tenant  shall  at  all  times  comply  with  the  rules,  regulations, terms and
conditions  applicable  to  service  equipment,  wiring  and requirements of the
utility supplying electricity to the Building.  If, in Landlord's sole judgment,
Tenant's  electrical requirements necessitate installation of additional risers,
feeders  or  other  proper and necessary equipment, and if Landlord has approved
such  installation,  the  same  shall  be installed by Landlord at Tenant's sole
expense,  which  shall be chargeable and collectible as Additional Rent and paid
within  ten  (10)  days  after rendition of a bill to Tenant therefore. Landlord
shall not be liable in any way to Tenant for any failure or defect in the supply
or  character  of electrical service furnished to the Demised Premises by reason
of  any  requirement, act or omission of the utility serving the Building or for
any  reason  not  attributable  to  Landlord.

ARTICLE  6.     USE  AND  COMMON  AREAS

     6.01     Tenant shall use the Demised Premises for the purpose specified in
the  Lease  Summary  and  for  no  other  purpose.

6.02     Tenant,  its  employees, agents, customers and invitees, shall have the
non-exclusive  right  for  and  during the Term to use the Common Areas, as from
time  to  time

<PAGE>
constituted, in common with Landlord and all others to whom Landlord has granted
or  may  hereafter  grant  rights,  and  their  employees, agents, customers and
invitees,  subject  to  such  changes in the Common Areas and to such reasonable
rules  and  regulations  as  Landlord  may from time to time make or promulgate.
Tenant  shall  not  at  any  time interfere with the rights of other tenants and
occupants  and their respective employees, agents, customers and invitees or any
others  whom  the Landlord has granted or may hereafter grant rights, to use any
part  of  the  Common  Areas.  Landlord  may, at any time and from time to time,
close  any  Common  Areas  to  make  repairs  or  changes  therein,  to  effect
construction,  repairs  or  changes  within the Building, to preclude a claim of
title  by  adverse  possession,  and may do such other acts in and to the Common
Areas  as  in  its  sole  judgment  may  be desirable to improve the convenience
thereof.

6.03     Tenant,  its  employees,  agents, customers and invitees shall have the
non-exclusive  right  for  and  during  the Term to use the parking areas of the
Building,  as  from  time  to  time constituted, in common with Landlord and all
others  to  whom  Landlord  has  granted  or  hereafter  grant rights, and their
employees,  agents, customers and invitees, subject to such reasonable rules and
regulations  as  Landlord  may  from  time  to  time  promulgate.  Tenant's
non-exclusive  right  to  use  the  parking  areas  of the Building will be on a
non-reserved, "first come, first served" basis and no overnight parking shall be
permitted.  During  the Term, no additional charge shall be imposed upon Tenant,
its employees, agents, customers and invitees for their use of the parking areas
of  the  Building.

6.04     Tenant  shall  keep  the  Demised  Premises  free  of  hazardous
substances/materials  as  defined by applicable federal, state or local laws and
not  cause  or  permit the Demised Premises to be used to generate, manufacture,
refine,  transport,  treat, store, handle, dispose, produce or process hazardous
substances/materials  except in compliance with all applicable federal, state or
local laws or regulations.  Tenant shall be responsible and pay for all costs of
segregating, packaging, treating, transporting and disposing of all hazardous or
infectious  waste generated by Tenant at or from the Building.  All hazardous or
infectious  waste shall be identified, segregated, measured, stored and disposed
of by Tenant in a manner that complies with all federal, state and local laws or
regu1ation,  applicab1e  to  hazardous  or infectious waste.  None of the Common
Areas  may  be  used  by  Tenant  for  the  storage  or disposal of hazardous or
infectious  waste.  Landlord  represents  that, as of the Commencement Date, the
Building  is,  and Landlord shall keep the Building throughout the Term, free of
hazardous  substances/materials as defined by applicable federal, state or local
laws.

ARTICLE  7.     UTILITIES  AND  SERVICE

     7.01     Landlord  shall  furnish  to  the  Demised  Premises  cooled  or
conditioned air and heating in such a manner as to substantially maintain in the
Demised  Premises  a  temperature  of  78  degrees F.D.B. at fifty percent (50%)
relative  humidity  during  the  cooling  season and a temperature of 72 degrees
F.D.B. during the heating season, between the hours of 8:00 AM and 6:00 PM daily
and  8:00  AM  and  1:00  PM on Saturdays.  No such service shall be provided on
Sundays and Legal Holidays.  In order to maintain the above temperatures, Tenant
agrees  that all windows in the Demised Premises be kept closed.  If required by
Tenant,  additional  heating  and  air  conditioning service may be furnished by
Landlord  at  an  additional  cost  to Tenant and at Landlord's sole discretion.

7.02     Landlord shall furnish automatic, non-attended elevator service for the
Demised  Premises in common with other tenants in the Building 24 hours a day, 7
days  a  week.

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7.03     Landlord  shall  furnish  electrical energy to the Demised Premises for
ordinary  small  office  machines, personal computers, and lighting fixtures for
use  during  typical business hours.  Tenant shall not connect any machines that
exceed  the  capacity  of  the electrical system serving the Demised Premises or
dissipate  heat  in  excess  of  that for which the HVAC system is designed, and
agrees  that  the  connected load in the Demised Premises shall not in aggregate
exceed 3.5 watts at 120 volts single phase per rentable square foot, except with
the  prior  written  consent  of  Landlord.

7.04     It  is  understood  that if any services to be provided by Landlord are
interrupted  by reason of accident, construction or any other reason (other than
the  intentional  misconduct or negligence of Landlord), such interruption shall
not  be  deemed a constructive eviction, Landlord shall not be liable in damages
to  Tenant,  and Tenant shall not be entitled to an abatement of Rent.  However,
Landlord shall use reasonable efforts to promptly and diligently restore service
and  take all steps reasonably necessary to minimize the deprivation of services
to  Tenant.

ARTICLE  8.     REPAIRS  AND  MAINTENANCE

     8.01     Throughout the Term, Tenant shall, at its own cost and expense, be
responsible  for  all non-structural repairs within the Demised Premises and any
Structural  repairs  to  the  Demised  Premises  or Building or Building systems
caused  by  actions  or  omissions of Tenant, its employees, agents or invitees.
Tenant  shall  bear  all  costs  of light bulbs for use in the Demised Premises.
Except  for  those  Structural repairs for which Tenant is responsible, Landlord
shall  be  responsible  for maintaining and replacing the Structural portions of
the  Building (including those located in the Demised Premises) and the Building
systems servicing the Demised Premises (however, Tenant shall be responsible for
maintaining  any  HVAC system which has been installed by or at Tenant's request
to  solely  serve  the  Demised  Premises).

8.02     Landlord  shall provide cleaning in the Demised Premises, including the
cleaning  of  exterior  windows,  in accordance with the cleaning specifications
attached  hereto as Exhibit "D".  Tenant shall not clean, nor require, permit or
allow  any  exterior  window  in  the  Demised  Premises  to be cleaned from the
outside.

8.03     Landlord  shall  maintain,  or  cause  to  be maintained, the Building,
Common  Areas  and  parking areas in good order and repair, including removal of
snow  from  all  outdoor  areas and walkways in accordance with sound management
practices  of  comparable  buildings.

ARTICLE 9.     ASSIGNMENT AND SUBLETTING

     9.01     Neither  Tenant  nor  any  party  claiming under or through Tenant
shall  assign,  mortgage  or encumber this Lease, or sublease all or any part of
the  Demised  Premises,  or  suffer  or  permit the Demised Premises or any part
thereof  to be subleased to or used by others, without the prior written consent
of  Landlord  in  each instance.  As provided in subsection 9.03 below, Landlord
shall  not  unreasonably  withhold  its  consent  to  a  proposed  subletting or
assignment.  The  transfer  (or  transfers  in the aggregate) of more than a 30%
interest  in  Tenant  to one not an owner of Tenant on the date hereof, shall be
deemed  an  assignment  of this Lease for the purposes of this Section.  If this
Lease  be  assigned, or if the Demised Premises or any part thereof be sublet to
or  occupied  by  anybody other than Tenant, Landlord may, at Landlord's option,
collect  rent from the assignee, subtenant or occupant, and apply the net amount
collected  to  the  Rent  herein  reserved  (and any sublease shall confirm such
option  by  Landlord),  but  no  such  collection  shall

<PAGE>
be  deemed  a waiver of Tenant's obligations hereunder, or the acceptance of the
assignee,  subtenant  or  occupants, or a release of Tenant from the obligations
and  liabilities  of  Tenant  under  this  Lease.

9.02     If  Tenant  desires  to  assign  this  Lease  or  to  sublease  all  or
substantially  all  of the Demised Premises in the aggregate, Tenant shall first
give  written  notice to Landlord of the proposed transaction which notice shall
include  (i)  the name and address of the proposed transferee, (ii) the proposed
effective  date  of the transaction, which shall be no less than forty-five (45)
days nor more than 180 days after the date of delivery of Tenant's notice, (iii)
all  of  the  terms  of the proposed transaction and the consideration therefor,
(iv)  a  copy  of  all  existing and/or proposed documentation pertaining to the
proposed  transfer,  (v) current financial statements of the proposed transferee
certified  by  an  officer,  partner,  member  or owner thereof, (vi) such other
information  as Landlord may reasonably require.  Landlord shall have the right,
by notice to Tenant within thirty (30) days after receipt of Tenant's notice, to
terminate this Lease.  If Tenant desires to sublease less than substantially all
of  the  Demised  Premises  in  the aggregate, Tenant shall first give notice to
Landlord  as  aforesaid, and Landlord shall have the right, by written notice to
Tenant  within  thirty  (30) days after receipt of Tenant's notice, to terminate
this  Lease  with  respect to the portion of the Demised Premises proposed to be
subleased.  If Landlord exercises its right to terminate this Lease with respect
to  such  portion  of  the  Demised  Premises,  then  the Base Rent and Tenant's
Proportionate  Share shall be proportionally reduced, and an adjustment shall be
made  for  amounts, if any, paid in advance and applicable to the portion of the
Demised  Premises  no  longer  leased  by  Tenant.

9.03     If  Landlord elects not to so terminate this Lease, then Landlord shall
not  unreasonably withhold its consent to the proposed subletting or assignment.
Tenant  shall  pay  to  Landlord  as Additional Rent, within ten (10) days after
receipt  of  payments from a subtenant or assignee, any "Profit" on a subletting
or  assignment.  For  purposes  of this subsection, the term "Profit" shall mean
the excess of consideration of any type received by Tenant from the subtenant or
assignee,  over  (in the case of a sublease only) a pro rata portion of the Rent
payable  by  Tenant hereunder.  Whether or not Landlord shall grant its consent,
Tenant  shall  pay  Landlord's  review  and  processing  fees,  as  well  as any
reasonable  attorneys'  fees  incurred  by  Landlord, within ten (10) days after
written  demand  by  Landlord.   Landlord shall not in any event be obligated to
approve  of  or  consent  to  any  proposed  assignment  or  subletting  unless:

(a)     in  the  reasonable  judgment  of  Landlord  the  proposed  assignee  or
subtenant  is  of  a  character and engaged in a business such as are in keeping
with  the  standards  of  Landlord  in  those  respects for the Building and its
occupancy;

(b)     the  proposed  assignee  or  subtenant  is  of  a financial strength and
creditworthiness  as  the  Landlord,  in its sole and absolute discretion, deems
sufficient  to  meet  the  monetary obligations of the Lease or sublease, as the
case  may  be;

(c)     in  the  reasonable  judgment  of  Landlord  the  purposes for which the
proposed  assignee  or  subtenant  intends to use the Demised Premises sublet or
assigned to it are such as are in keeping with the standards of Landlord for the
Building and its occupancy, it being understood and agreed that any such written
request  for consent to a subletting or assignment shall specify the purpose for
which  the assignee or subtenant intends to use the Demised Premises so assigned
or  sublet  and  Landlord  shall  not  be  required to consent to the use of the
Demised  Premises  for  such  specified  purposes  should  such  proposed use be
prohibited  by  this  Lease,

<PAGE>
be  a  violation of applicable law, or violate any provision of the lease of any
other  tenant;

(d)     if  any  space  is available in the Building at the time of the proposed
assignment or sublet, the proposed per square foot rental rate of the assignment
or  sublet  equals  or  exceeds  110%  of  the  rental rate at which Landlord is
offering  the  available  space.

(e)     the  proposed  assignee or subtenant shall not be a then-existing tenant
or  occupant  of  the  Building, or a person or entity with whom Landlord or its
representatives is then dealing with regard to leasing space in the Building, or
with  whom  Landlord or its representatives has had any dealings within the past
six  months  with  regard  to  leasing  space  in  the  Building.

     9.04     Notwithstanding  the  foregoing,  without  Landlord's  consent and
without being subject to Landlord's rights under subsections 9.02 and 9.03 above
but  upon sixty (60) days' prior notice to Landlord, this Lease may be assigned,
or  the Demised Premises may be sublet, to any entity which is an "Affiliate" or
"Successor"  of  Tenant provided that (i) such entity has assets and a net worth
at  least  equal  to that of Tenant on the date of such acquisition or corporate
transaction,  (ii)  Tenant  shall  not then be in default with respect to any of
Tenant's  obligations under this Lease, and (iii) such transaction shall be made
for a valid business purpose other than (and not principally for) the purpose of
transferring  the  leasehold  estate created hereby.  Within ten (10) days after
the  execution  of  any  such  assignment  or  sublease, Tenant shall deliver to
Landlord  (i)  a  complete copy of the documentation pertaining to the transfer,
and (ii) current financial statements of the Affiliate or Successor certified by
an  officer,  partner,  member  or  owner  thereof.

9.05     No  assignment,  sublease or other transfer of this Lease, whether with
or  without  Landlord's  consent,  shall relieve Tenant or any guarantor of this
Lease  from  its  obligations  and  liabilities under this Lease or any guaranty
including,  without limitation, the obligation to pay Rent and the obligation to
obtain  Landlord's  consent  to  any  further  assignment,  subletting  or other
transfer.

ARTICLE  10.     WORK  BY  LANDLORD

     10.01     Tenant  shall  take the Demised Premises in its "as is" condition
on  the  date  of  this  Lease,  except  for  Landlord's Work to be performed by
Landlord,  as  shown  on  Exhibit  "C"  attached hereto. Landlord's Work will be
performed  in  a  good  and  workmanlike  manner  and  at  Landlord's  expense.

ARTICLE  11.     COMPLIANCE  WITH  LAWS  AND  INSURANCE

     11.01     Tenant  shall,  at  its  own cost and expense, execute and comply
with  all notices, orders, rules, regulations, requirements, ordinances and laws
of  the  village,  town,  county, state and federal governments, and/or each and
every  department,  bureau  and  office  thereof,  to  the  extent that any such
notices,  rules,  orders,  regulations,  requirements, ordinances or laws at any
time issued and enforced shall be applicable to both the interior of the Demised
Premises  and to Tenant's particular use thereof, provided, however, that Tenant
shall  not  be  responsible  for Structural repairs.  Landlord shall comply with
requirements  of the Americans with Disabilities Act of 1990 that pertain to the
Demised  Premises  and  all  other  notices,  rules,  orders,  regulations,
requirements,  ordinances  or  laws  at  any time issued and enforced applicable

<PAGE>
to  the Building or the Demised Premises (provided, however, that in the case of
the  Demised  Premises,  the  notice,  order,  or  regulation  is not related to
Tenant's  particular  use  thereof).

ARTICLE  12.     SIGNS

     12.01     Landlord  shall  furnish  and  install, at Tenant's sole cost and
expense,  the  Building  tenant  standard  signage  on  the entrance door to the
Demised  Premises.  Landlord  shall  provide  Tenant  one  listing  on its lobby
directory  and  one  listing  on the directory on the floor on which the Demised
Premises  are  located.  Tenant shall not erect any signs on the exterior of the
Demised  Premises  or  on  any  exterior  windows  without  Landlord's  consent.

ARTICLE  13.     INSURANCE

     13.01     Tenant  agrees  to obtain and maintain during the Term commercial
general  public liability and property damage insurance written on an occurrence
form,  naming  Landlord  as  additional  insured,  insuring  against  liability
thereunder  in  a  single  limit  amount  of  not  less than Two Million Dollars
($2,000,000)  combined  single  limit, including bodily injury, property damage,
personal  injury  and  contractual  coverage against the liability assumed under
this  Lease.  Such  insurance  shall be written by insurance companies which are
licensed  and authorized to do business in the State of Connecticut and rated no
less  than  A-7  by  Bests.  In  no  event shall the limits of said insurance be
considered as limiting the liability of Tenant under this Lease.  Such insurance
shall  cover  claims made by or on behalf of any person, firm or corporation and
arising  from,  related  to,  or  connected  with,  the conduct and operation of
Tenant's  operations within or around the Building.  Said insurance policy shall
also  provide that at least thirty (30) days prior written notice shall be given
to  Landlord  of  any cancellation, material change or non-renewal thereof.  The
policy  or  policies,  or duly executed certificates for the same, together with
satisfactory  evidence  of  payment of premiums thereon, shall be deposited with
Landlord  prior to the Commencement Date, and evidence of renewals thereof shall
be  deposited  with  Landlord  not  less  than  thirty  (30)  days  prior to the
expiration  thereof.  If  Tenant fails to comply with such requirement, Landlord
may  obtain  such  insurance  and keep the same in effect, in which event Tenant
shall  repay Landlord immediately upon demand all sums so paid together with any
costs  or  expenses  incurred,  a  $1,500.00 administrative charge for each such
policy,  and interest at the Default Rate, without prejudice to any other rights
or  remedies  of  Landlord  under  this  Lease.

13.02     Any  loss or damage by theft, fire or the elements or any other cause,
to  the  contents  of  the  Demised  Premises,  including all trade fixtures and
furniture,  and all other personal property belonging to Tenant, shall be at the
sole  risk of Tenant.  Tenant agrees to obtain and maintain during the Term "All
Risk"  or "Special Form" insurance in an amount equal to the replacement cost of
all  furnishings,  and trade fixtures, within the Demised Premises, such amounts
to  be  reviewed  at least every three years and revised to reflect then current
costs.   Landlord shall be named as additional insured in such policy as respect
to  Landlord's  interest  in  leasehold  improvements.  Said  policy  shall also
provide  that  at  least thirty (30) days prior written notice shall be given to
Landlord  of  any  cancellation, amendment or non-renewal thereof.  Tenant shall
provide  Landlord  with  a certificate evidencing such coverage, and evidence of
renewals thereof shall be deposited with Landlord not less than thirty (30) days
prior  to the expiration of the terms of such policy.  If Tenant fails to comply
with  such  requirement, Landlord may obtain such insurance and keep the same in
effect  in  which  event Tenant shall repay Landlord immediately upon demand all
sums  so  paid  together  with  any  costs  or  expenses

<PAGE>
incurred,  a  $1,500.00 administrative charge for each such policy, and interest
at  the  Default  Rate,  without  prejudice  to  any other rights or remedies of
Landlord  under  this  Lease.

13.03     Tenant  agrees  to  obtain  and  maintain  during  the  Term  workers'
compensation  insurance insuring against and satisfying Tenant's obligations and
liabilities  under  the  workers'  compensation  laws  of  Connecticut.

13.04     Each  party  (a  "damaged party") hereby releases the other party (the
"other  party") from any liability to the damaged party on account of any damage
to  the  property of the damaged party arising out of any casualty or other loss
included  within  a standard form of "all-risk" insurance even if such damage is
the  result  of  the  fault or negligence of the other party; provided, however,
that  if the damage is covered by an insurance policy actually maintained by the
damaged  party  and the release provided by this sentence would invalidate or be
in  conflict with such policy and such policy was purchased by the damaged party
in  compliance  with  the  following  paragraph,  then  such  release  shall  be
inapplicable  to  the  damage  covered  by  such  policy.

13.05     If  Tenant  shall use the Demised Premises in a manner other than that
permitted in this Lease and as a result Landlord is required to pay an increased
premium  for  insurance,  Tenant  will  reimburse  Landlord  for  such increase.
Landlord  agrees  to  obtain  and  maintain  throughout the Term such additional
insurance  against such perils and in such amounts as may be reasonably required
by  prudent  owners  of  properties similar in type to the Building in Fairfield
County,  including  at a minimum insurance against casualty and similar risks in
the  full  replacement  value  of  the  Building.

ARTICLE  14.     LATE  CHARGES

     14.01     If  Tenant  fails to pay Landlord any installment of Base Rent or
Additional  Rent when due, such overdue payment shall bear interest at the Lease
Interest  Rate  from  the  date it was due until paid, and if such failure shall
continue  for  ten  (10)  days  after  written notice, then Tenant agrees to pay
Landlord  a  late  charge  of  four ($.04) cents for each dollar ($1.00) of such
installment,  monthly  until  paid  in  full.

ARTICLE  15.     CASUALTY

     15.01     If  the Building shall be damaged by fire or other casualty, then
unless  Landlord shall elect to terminate the Term as provided in Section 15.02,
Landlord  shall  repair  and restore the Building to the extent that proceeds of
casualty  insurance  are  available therefore and promptly after receipt of such
insurance proceeds.  To the extent the Demised Premises shall have been rendered
untenantable  by such damage, Rent shall abate until Landlord has completed such
repair  and  restoration.

15.02     If  (a)  the Building is damaged by fire or other casua1ty in the last
twelve  (12) months of the Term,(b) if at any time the Demised Premises shall be
rendered  substantially  untenantable  by  fire or other casualty, or (c) if the
Building  shall  be  so  damaged  by  fire  or  other  casualty that substantial
restoration  shall  in  Landlord's  judgment,  be  required  (whether or not the
Demised  Premises  shall have been damaged by such fire or other casualty), then
in  any  such  event  Landlord  may elect to terminate the Term by giving Tenant
notice  within  ninety  (90) days after the date of such fire or other casualty.

ARTICLE  16.     BANKRUPTCY

<PAGE>
16.01     Should Tenant, or any guarantor of any of Tenant' s obligations under
this Lease, at any time during the Term become insolvent, make a transfer in
fraud of creditors, make a general assignment for the benefit of creditors,
admit in writing its inability to pay its debts as they become due, file or
suffer to be filed a petition in bankruptcy against it, or should a receiver or
trustee be appointed for Tenant's or such guarantor's property and said
appointment shall not be vacated within ninety (90) days thereafter, or should
Tenant's leasehold interest be levied on and the lien thereof not discharged
within ninety (90) days after the said levy has been made, then upon the
happening of any of the events set forth in this paragraph, Landlord shall have
the right, at its election, to consider the same a material default on the part
of Tenant, and terminate the Term as in the case of a violation by the Tenant of
any of the terms, covenants, and conditions of this Lease.

ARTICLE  17.     DEFAULTS

     17.01     If  (i)  Tenant  shall default in the payment of Rent as and when
due  hereunder,  (ii)  Tenant  shall default in fulfilling any other obligation,
provision,  condition or covenant of this Lease. and such default shall continue
for  a  period  of  thirty  (30) days after written notice thereof from Landlord
specifying  such  default,  (iii)  the  Demised  Premises shall become vacant or
deserted,  (iv)  any  natural  person  who  is  liable  on  any  guaranty of any
obligation  of Tenant under this Lease shall die or become permanently disabled,
or  (v) any execution or attachment shall be issued against Tenant or any of its
property  whereupon the Demised Premises shall be taken or occupied or attempted
to  be taken or occupied by some one other than Tenant and the same shall not be
bonded  or  dismissed  or  discharged  as promptly as may be under circumstances
then, and in any such event, Landlord may give ten (10) days notice of intention
to  end  the  Term, and then upon the expiration of said ten (10) days, the Term
shall  expire  as  fully  and  completely as if that day were the day definitely
fixed herein for the expiration of the Term, and Tenant shall quit and surrender
the  Demised Premises to Landlord, but Tenant shall remain liable as hereinafter
provided.

17.02     If  the  notices  provided  in the above paragraph, if any, shall have
been  given  and the Term shall expire as aforesaid, then Landlord may, pursuant
to legal process, if any be applicable, re-enter the Demised Premises, either by
force  or  otherwise,  and  dispossess  Tenant  and the legal representatives of
Tenant,  or  other  occupants  of the Demised Premises, by summary proceeding or
otherwise,  and  remove  their  effects and hold the Demised Premises as if this
Lease  had  not  been  made,  and  Tenant hereby waives the service of notice of
intention  to  re-enter  or  to  institute  legal  proceedings  to  that  end.

17.03     In  case  of  such  default, re-entry, expiration and or dispossess by
summary proceedings or otherwise, (i) the Rent shall become due thereupon and be
paid  up  to  the  time of such reentry, dispossess or expiration, together with
such  expenses  as  Landlord may incur for legal expenses, reasonable attorneys'
fees,  brokerage  and/or  putting  the  Demised  Premises  in  such condition as
Landlord  may determine is advisable or necessary good order for re-rental, (ii)
Landlord may re-let the Demised Premises or any part or parts thereof, either in
its  own  name  or  otherwise,  for a term or terms which may, at its option, be
shorter  or  longer  than  the period which would otherwise have constituted the
remainder  of  the  Term of this Lease to such extent as Landlord, in Landlord's
reasonable  judgment,  considers advisable and necessary to re-let the same; and
(iii) Tenant, or its successors, shall also pay Landlord, any deficiency between
the  Rent,  and the net amount, if any, of the rents collected on account of the
lease or leases of the Demised Premises for each month of the period which would
otherwise  have  constituted  the

<PAGE>
remainder  of  the  Term together with the full amount of any tenant improvement
allowances  provided  by  Landlord  to  Tenant,  the  full  value  of any tenant
improvements  made  by  Landlord  for  the benefit of Tenant, and the sum of any
leasing  commissions  paid  by  Landlord  in  connection  with  the  Lease, each
calculated  without  regard to principles of  depreciation or amortization.  Any
such  deficiency  shall be paid in monthly installments on the first day of each
calendar month, and any suit brought to collect the amount of the deficiency for
any  month  shall not prejudice in any way the rights of Landlord to collect the
deficiency  for  any  subsequent  month  by  a  similar  proceeding.

17.04     Whether or not Landlord shall have collected any monthly deficiency as
aforesaid,  Landlord  shall be entitled, at its option, to elect to recover from
Tenant,  and in such event Tenant shall pay to Landlord on demand in lieu of any
further such deficiency, as liquidated damages, a sum calculated as follows: the
excess,  if  any,  of  (i)  the  aggregate Rent which would have been payable by
Tenant under this Lease (conclusively presuming the Additional Rent to be at the
same  rate  as was payable for the twelve (12) months immediately preceding such
re-entry by Landlord) for the period commencing with the last date to which Rent
was paid (less any such deficiency collected) and ending on the date set for the
expiration  of  the  Term  had  this  Lease  not been terminated or Landlord not
re-entered  the  Demised  Premises,  over (ii) the aggregate rental value of the
Demised  Premises for the same period, both discounted to their present value at
four  percent (4%) per annum.  Nothing herein shall be construed as limiting the
recovery  by Landlord against Tenant of any sum or damages to which, in addition
to the deficiency or damages described above, Landlord may be entitled by reason
of  any  default  of  Tenant  under  this  Lease  prior  to  such  re-entry.

17.05     Landlord,  at  its  option,  may  make such alterations in the Demised
Premises as in Landlord's judgment are advisable or necessary for the purpose of
re-letting  the  Demised  Premises, and the making of such alterations shall not
operate  or be construed to release Tenant from any liability hereunder.  In the
event  of  a  breach  or  threatened breach by Tenant of any of the covenants or
provisions  hereof: Landlord shall have the right of injunction and the right to
invoke  any  remedy  allowed  at  law  or  in  equity  as  if  re-entry, summary
proceedings  and  other  remedies were not herein provided for.  Mention in this
Lease of any particular remedy shall not preclude Landlord from any other remedy
in  law  or  equity.  Tenant  hereby  expressly  waives  any  and  all rights of
redemption granted by or under any present or future laws in the event of Tenant
being  evicted  or  dispossessed,  for  any  cause,  or in the event of Landlord
obtaining  possession  of  the  Demised  Premises  by reason of the violation by
Tenant  of  any  of  the  covenants  and  conditions of this Lease or otherwise.
Landlord will use commercially reasonable efforts to mitigate its damages upon a
default  by  Tenant  under  this  Lease.

ARTICLE  18.     EMINENT  DOMAIN

     18.01     If  the  whole or any material part of the Demised Premises shall
be  taken in any condemnation proceedings or by right of the exercise of eminent
domain  or  private  purchase  in  lieu thereof by a public body vested with the
power  of eminent domain, then the Tenant and all rights of the Tenant hereunder
shall  immediately  cease  and  terminate, and the Rent shall be apportioned and
paid  to  the  date  of  such  termination.

18.02     If  a  portion  of  the Building other than the Demised Premises is so
taken, then Landlord shall have the right to elect to terminate the Term and all
rights  of  Tenant  hereunder  (provided  that Landlord terminates the leases of
similarly  affected  tenants)  effective

<PAGE>
on  the date specified by Landlord in a notice to Tenant.  If Landlord shall not
so  elect to terminate the Term, then this Lease shall remain unaffected by such
taking  and  Landlord  shall, to the extent funds are available out of the award
received,  restore  the  Building  to  a  useable  condition  and  as  nearly as
practicable  to  its  condition  prior  to  such  taking.

18.03     The  entire  award payable as a result of any such taking shall be the
sole  property  of Landlord, and Tenant shall have no c1aim to any such award on
account  of  the  value  of  this  leasehold estate and shall not be entitled to
participate  in  the proceeding. Tenant shall be entitled to pursue any separate
award  to  which the law may entitle Tenant for moving expenses and like matters
that  does  not  reduce  the  award  to  Landlord.

ARTICLE  19.     SURRENDER

     19.01     At the expiration or sooner termination of the Term, Tenant shall
surrender to Landlord the Demised Premises vacant, broom clean and in good order
and  repair and safe condition, reasonable wear and tear, damage by casualty and
any  repairs  that  Tenant  is  not required to make, excepted.  All Alterations
shall  remain upon and be surrendered with the Demised Premises, unless Landlord
at  the time it approves the Alteration, shall elect to require Tenant to remove
the  Alteration(s)  and  restore  the  Demised  Premises  to substantially their
condition  at  the  Commencement  Date.  Tenant's  obligation  to  restore shall
include  any  requirements  imposed by Landlord's consent to Tenant's alteration
request  (Article 25).  All furniture, furnishings and trade fixtures, including
without  limitation,  murals,  carpets,  rugs,  business machines and equipment,
apparatus  and  any other movable property installed by Tenant or at the expense
of  Tenant,  shall  be  removed  by Tenant and any damage caused by such removal
shall be repaired by Tenant.  Tenant shall not be required to remove any item of
Landlord's  Work  at  the  expiration  or  sooner  termination of the Term.  Any
property of Tenant which remains in the Demised Premises after the expiration of
the Term shall be deemed to have been abandoned by Tenant and may be retained by
Landlord  as  its  property or may be disposed of in such manner as Landlord may
see  fit  at  the  expense  of  Tenant.

19.02     In  the event Tenant fails to timely surrender the Demised Premises as
provided in Section 19.01, Tenant, at the option of Landlord, shall be deemed to
be  occupying the Demised Premises as a tenant from month to month, at a monthly
Rent  equal to two (2) times the Rent payable by Tenant in the last month of the
Term.  Tenant  agrees  to  indemnify  Landlord against all charges, costs, fees,
expenses,  claims  and  damages  incurred  by  Landlord  as a result of Tenant's
failure  to  timely surrender the Demised Premises as provided in Section 19.01,
including,  without  limitation,  any claims made by a succeeding or prospective
tenant  founded  on  such  delay.

ARTICLE  20.     NON-LIABILITY  AND  INDEMNIFICATION

     20.01     Tenant shall defend, indemnify and save harmless Landlord and its
agents  and  employees  against  and  from any and all liabilities, obligations,
damages,  penalties,  claims,  costs  charges and expenses, including reasonable
attorneys'  fees,  which  may  be imposed upon, incurred by or asserted against,
Landlord  and/or  its  agents  or  employees by reason of any act, occurrence or
omission  within,  or  pertaining  to,  the  Demised  Premises  or  the business
conducted  therein during the Term.  In case any action or proceeding is brought
against  Landlord  by  reason of any such claim, Tenant upon written notice from
Landlord  shall  at  Tenant's  expense  resist  or

<PAGE>
defend  such  action  or  proceeding  by reputable, competent counsel reasonably
approved by Landlord, and Landlord shall have the right to direct the defense of
such  action  or  proceeding.

20.02     Landlord  shall  defend,  indemnify  and  save harmless Tenant and its
agents  and  employees  against  and from all liabilities, obligations, damages,
penalties,  claims, costs, charges and expenses, including reasonable attorneys'
fees,  which may be imposed upon, incurred by or asserted against, Tenant and/or
its agents or employees, by reason of any act, occurrence or omission within, or
pertaining to, the Building other than the Demised Premises.  In case any action
or  proceeding  is  brought against Tenant by reason of any such claim, Landlord
upon  written  notice from Tenant shall, at Landlord's expense, resist or defend
such action or proceeding by reputable, competent counsel reasonably approved by
Landlord.

20.03     Landlord  (and its members, managers, beneficial owners, employees and
agents)  shall  have  no  personal liability with respect to this Lease.  Tenant
agrees to look solely to the interest of Landlord in the Building, including the
rents  and sales and insurance proceeds therefrom, and shall have no recourse to
any  other  asset  of  Landlord  for  the  enforcement  of any obligation or the
satisfaction  of  any  liability  to  Tenant  arising  under  this  Lease,  the
relationship of the parties, or any other liability or obligation of Landlord to
Tenant.

20.04     Tenant  waives  any  claim  for  damages against Landlord based on the
assertion  that  Landlord  has unreasonably withheld or unreasonably delayed any
consent  or  approval, and Tenant agrees that its sole remedy shall be an action
to  enforce  any  provision relating to such consent or approval or for specific
performance  or  declaratory  judgment.  This  waiver  shall  not  apply to post
judgment  damages  resulting from Landlord's refusal to comply with any judicial
determination.

ARTICLE  21.     ACCESS  TO  DEMISED  PREMISES

     21.01     Tenant  shall have access to the Demised Premises 24 hours a day,
7  days  a  week  through  the  Building's  security system.  Landlord, its duly
authorized  agents  and  representatives, shall have the right to enter into and
upon  the  Demised  Premises,  or any part thereof, at all reasonable hours upon
reasonable  notice for the purpose of examining the same or making such repairs,
alterations  or  improvements  to  the  Demised  Premises and/or the Building as
Landlord may deem necessary or desirable.  Landlord shall have the right, at all
reasonable  hours,  to  show  the  Demised  Premises  to  actual and prospective
superior  lessors,  mortgagees  or  prospective  purchasers of the Building and,
during  the  last  twelve  (12)  months  of  the  Term,  to prospective tenants.
Landlord  will use reasonable efforts to minimize interference with Tenant's use
and  enjoyment  of  the  Demised  Premises  in  exercising the foregoing rights.

21.02     Tenant's  obligation  to  pay Rent and to perform all of the covenants
hereunder  shall not be affected or excused because Landlord is unable to supply
services  or  grant  access  to the Building by reason of repairs, replacements,
maintenance,  or  the  making  of  capital  improvements.  If  the  repairs,
maintenance, alterations, or capital improvements temporari1y exclude the Tenant
from  the  Demised  Premises, Tenant nevertheless shall be obligated to pay Rent
and  to  perform  all  of  the covenants hereunder.  Tenant expressly waives any
claims  to  constructive  eviction by reason of such denial of access.  Landlord
may,  in  its discretion, relocate the Tenant to other space in the Building, at
its  sole  cost  and  expense  either  temporarily  to  facilitate  repairs,
replacements, maintenance, or the making of capital improvements, or permanently
through  the  remainder of the Term.  In making repairs, replacements or capital

<PAGE>
improvements,  Landlord shall act with due diligence and make reasonable efforts
to  minimize  interference  with  the  conduct  of  Tenant's  business.

ARTICLE  22.     LANDLORD'S  EXPENSES

     22.01     If  Tenant  shall  be  in default of any of its obligations under
this  Lease,  Landlord may perform same for the account of Tenant.  If Landlord,
in connection with the foregoing, makes any expenditure or incurs any obligation
for the payment of money, including attorneys' fees, in instituting, prosecuting
or  defending  any action or proceeding, then Tenant will reimburse Landlord for
the  reasonable  cost thereof, with interest thereon at the Lease Interest Rate.
The foregoing costs and expenses shall be deemed to be Additional Rent hereunder
and  shall  be paid by Tenant to Landlord within ten (10) days of rendition of a
bill  to  Tenant  therefore.

ARTICLE  23.     QUIET  ENJOYMENT,  SUBORDINATION  AND  ATTORNMENT

     23.01     Landlord covenants that, if and so long as Tenant pays all of the
Rent  due  hereunder,  and  keeps and performs each and every term, covenant and
condition  herein  contained  on the part and on behalf of Tenant to be kept and
performed,  Tenant  shall lawfully, peaceably and quietly have, hold and joy the
Demised  Premises  without  hindrance, ejection or molestation by Landlord or by
any  other  person  lawfully  claiming  the  same.

23.02     This  Lease  shall  be  subordinate  and  subject  to  all  ground  or
underlying  leases  and  any mortgages thereon and to any mortgages covering the
fee  of the Building, that now or may hereafter affect the Demised Premises, and
to  all  renewals,  modifications  or  replacements  thereof.  If  the ground or
underlying lessor and or mortgagee or any successor in interest shall succeed to
the  rights of Landlord under this Lease, whether through possession, surrender,
assignment, subletting, judicial or foreclosure action, or delivery of a deed or
otherwise,  Tenant  will  attorn  to  and  recognize  such successor-landlord as
Tenant's  landlord.  This  clause  shall  be  self-operative  and  no  further
instrument  of attornment and recognition shall be required. Tenant will execute
and  deliver  to Landlord, within ten (10) business days of demand therefor, any
reasonable  certificate  or  instrument  which  Landlord, from time to time, may
request  for  confirmation  of  the  provisions  of  this  Article.

23.03     In the event of a termination of any ground or underlying lease, or if
the  interests  of  Landlord  under  this Lease are transferred by reason of, or
assigned  in  lieu  of,  foreclosure or other proceedings for enforcement of any
mortgage,  or  if  the  holder  of any mortgage acquires a lease in substitution
therefore,  then  Tenant  will,  at the option to be exercised in writing by the
lessor  under  such  ground lease or by such mortgagee or purchaser, assignee or
lessee,  as  the  case  may be, either (i) attorn to it and will perform for its
benefit  all  the terms, covenants and conditions of this Lease on Tenant's part
to be performed with the same force and effect as said lessor, such mortgagee or
purchaser, assignee or lessee, were the Landlord originally named in this Lease,
or  (ii) enter into a new lease with said lessor or such mortgagee or purchaser,
assignee  or  lessee,  as  Landlord,  for  the  remaining Term of this Lease and
otherwise  on  the  same terms and conditions and with the same options, if any,
then  remaining.  Tenant  hereby appoints Landlord or its successors in interest
to  be  Tenant's  attorney-in-fact, irrevocably and coupled with an interest, to
execute  and deliver such instrument of attornment, or such new lease, if Tenant
refuses  or  fails  to  do  so  promptly  upon  request.

<PAGE>
23.04     Under  no  circumstances  shall  the  above described lessor under the
ground  lease or mortgagee or purchaser, assignee or lessee, as the case may be,
whether  or  not  it shall have succeeded to the interests of the Landlord under
this  Lease,  be:

(a)     Obligated  to  do  or  complete Landlord's Work in the Demised Premises;
(b)     Liable  for  any  act,  omission  or  default  of  any  prior  landlord;
(c)     Subject  to any offset, claim or defense which Tenant might have against
any  prior  landlord;
(d)     Bound  by  any  rent or additional rent which Tenant might have paid for
more  than  one  month  in  advance;  or
(e)     Bound by any modification, amendment or abridgment of this Lease, or any
cancellation  or surrender of the same, made without its prior written approval;
(f)     Liable for any Security Deposit, except to the extent actually received.

ARTICLE  24.     ESTOPPEL  CERTIFICATE

     24.01     From  time  to  time,  within  ten  (10)  days  after notice from
Landlord,  Tenant  shall  execute, acknowledge and deliver to Landlord and/or to
any other entity specified by Landlord, a certification containing the following
information:

(a)     That  this  Lease  is  in  full  force  and  effect;
(b)     The  amount  of  the  Rent being paid and the last date(s) to which Base
Rent  and  Additional  Rent  have  been  paid;
(c)     That  this  Lease has not been modified, or if it has been modified, the
terms  and  dates  of  such  modifications;
(d)     The  Commencement  Date and the expiration date of the Term, and whether
the  Term  has  commenced;
(e)     Whether  all  work  to  be  performed  by  Landlord  has been completed;
(f)     Stating whether or not the other has knowledge that the requesting party
is  in  default  in  the  performance of any term or condition contained in this
Lease,  and,  if the other has knowledge of such a default, specifying each such
default;
(g)     Stating  the  address  to  which  notices  shall  be  sent;  and
(h)     Such  other  matters  as  may  be reasonably requested by the requesting
party.

     24.02     If  Tenant fails or refuses to execute such certification, Tenant
shall  incur  a late fee of $500.00 per day for each day after the expiration of
the  ten  (10)  day  period such failure or refusal continues in addition to any
other  remedy  available  to  Landlord  pursuant  to  this  Lease.

ARTICLE  25.     ALTERATIONS

     25.01     Tenant shall make no change, alteration, addition, or improvement
(collectively,  "Alterations")  in or to the Demised Premises without Landlord's
consent.  If  the  Alterations  are  not Structural in nature, do not affect the
Building  systems,  Common  Areas  or the appearance of the Building, Landlord's
consent  shall  not  be  unreasonably  withheld.

25.02     Prior  to  making  any Alteration, Tenant shall submit to Landlord for
approval  detailed  plans  and specifications; obtain Landlord's approval of the
contractors  to  be  engaged;  obtain  all  permits  required  from governmental
authority; shall provide (and furnish Landlord certificates evidencing) worker's
compensation,  builder's  risk,  comprehensive  public  liability

<PAGE>
coverage  and  insurance  covering  such  other matters as Landlord may require,
naming Landlord and any lender as additional insureds; and provide Landlord such
bond  or  other  security for the payment of the contractors and materialsmen as
Landlord  shall  require.  Tenant shall cause all work to be performed in a good
and  workmanlike  manner,  strictly  in  accordance  with  the  requirements  of
governmental  authorities and insurance underwriters recommendations, using only
first  quality,  new materials.  The Alterations shall at all times be kept free
of  mechanic's  liens  and  security  interests.  At the completion of the work,
Tenant  shall furnish Landlord "as built" plans, and any necessary certificates,
approvals  and  other  necessary  "sign  offs"  from  governmental  authorities.

25.03     Tenant  shall  pay as Additional Rent the amount of Taxes attributable
to  Tenant's  Alterations  in  the  Demised  Premises,  as  such  amount  may be
reasonably  inferred  from  information  furnished  by  the  assessor  of Taxes.

ARTICLE  26.     RULES  AND  REGULATIONS

     26.01     Tenant  shall  abide  by and observe the rules and regulations as
may  be  promulgated  from  time  to time by Landlord for the operation, safety,
security  and  maintenance  of  the  Building,  provided  that  the same are not
inconsistent  with  the  provisions  of  this  Lease,  apply  to all tenants and
occupants  of  the  Building,  and  a  copy  thereof  is  sent  to  Tenant.

ARTICLE  27.     NOTICES

     27.01     Any  notice,  demand,  consent, approval, direction, agreement or
other communication required or permitted hereunder or under any other documents
in  connection  herewith  shall  be in writing and shall be directed as follows:

     If  to  Landlord:     1375  Kings  Highway  LLC
                    c/o  Abbey  Road  Advisors  LLC
                    33  Riverside  Avenue,  4th  Floor
                         Westport,  CT  06880

     With  a  copy  to:     Stephan  B.  Grozinger,  Esq.
                    249  Lyons  Plain  Road
                    Weston,  CT  06883

     If  to  Tenant:     Competitive  Technologies,  Inc.
                   1375 Kings Highway East, Suites 400 & 485
                    Fairfield,  Connecticut  06824

or  to  such  changed  address  as  a  party hereto shall designate to the other
parties  hereto  from  time to time in writing.  Notices shall be (i) personally
delivered (including delivery by Federal Express, United Parcel Service or other
comparable  nation-wide  overnight  courier  service)  to  the offices set forth
above,  in which case they shall be deemed delivered on the date of delivery (or
first business day thereafter if delivered other than on a business day or after
5:00  p.m. Eastern Time to said offices); or (ii) sent by certified mail, return
receipt  requested,  in  which  case  they shall be deemed delivered on the date
shown  on  the receipt unless delivery is refused or delayed by the addressee in
which  event  they  shall be deemed delivered on the third day after the date of
deposit  in  the  U.S.  Mail.

<PAGE>
ARTICLE  28.     SUCCESSORS  AND  ASSIGNS

     28.01     The  obligations  of this Lease shall be binding upon and for the
benefit  of  the  parties  hereto,  their  heirs,  executors,  administrators,
successors  and/or permitted assigns (except to the extent otherwise provided in
this Lease).  However, the obligations of Landlord under this Lease shall not be
binding  upon Landlord herein named with respect to any period subsequent to the
transfer  of  its  interest  in the Building, and in the event of such transfer,
said  obligations  shall  thereafter  be  binding upon transferee, but only with
respect  to  obligations arising during the period commencing with such transfer
and  ending  with  a subsequent transfer within the meaning of this Article, and
such  transferee,  by  accepting  such interest, shall be deemed to have assumed
such obligations except only as may be expressly otherwise provided elsewhere in
this  Lease.

ARTICLE  29.     BROKER

     29.01     The parties agree that the Broker, if any, specified in the Lease
Summary  (collectively,  the  "BROKER")  is  the  Broker that brought about this
Lease, and Landlord shall pay the commission due pursuant to separate agreement,
if  any,  between  Landlord and Broker.  Tenant represents that it dealt with no
Broker  other  than  the  Broker.  Tenant  agrees to indemnify and hold Landlord
harmless  from any damages, costs and expenses suffered by Landlord by reason of
any  breach  of  the  foregoing  representation.

ARTICLE  30.     SECURITY  DEPOSIT

     30.01     The  sum  specified  in  the  Lease Summary shall be deposited by
Tenant  with  Landlord  as  security  (the  "Security Deposit") for the full and
faithful  performance  by Tenant of each and every term, provision, covenant and
conditions  of  the  Lease.  If  Tenant defaults in respect of any of the terms,
provisions,  covenants and conditions of this Lease then Landlord may, but shall
not  be  required to, use, apply or retain the whole or any part of the Security
Deposit  for  the  payment  of  any  Rent  in default or for any other sum which
Landlord  may expend by reason of Tenant's default, including any damages as set
forth  in  Section  17.03 or deficiency in Rent in the re-letting of the Demised
Premises.  If  Landlord  shall  so use, apply or retain the whole or any part of
the Security Deposit, Tenant shall upon demand immediately deposit with Landlord
a  sum  equal to the amount so used, applied or retained in order to restore the
Security  Deposit  to  its  original  amount.

30.02     If  Tenant  fully  and  faithfully performs all the terms, provisions,
covenants  and  conditions  of this Lease, then the Security Deposit, or balance
thereof,  shall be returned to Tenant within thirty (30) business days after the
removal  of  Tenant  and  surrender  of  possession  of  the Demised Premises to
Landlord.

30.03     In  the  event of a sale or lease of the Building, Landlord shall have
the  right  to  transfer  the  Security  Deposit  to the purchaser or lessee and
Landlord shall thereupon be released by Tenant from all liability for the return
of the Security Deposit and Tenant shall look solely to the new Landlord for the
return  thereof

ARTICLE 31.     UNAVOIDABLE DELAY

     31.01     Landlord  and  Tenant,  respectively,  shall  not  be  in default
hereunder  if such party is unable to fulfill or is delayed in fulfilling any of
its  obligations  hereunder,  including,  without limitation, any obligations to
supply  any service hereunder, or any obligation to make repairs or replacements
hereunder,  if  such  party  is  prevented  from  fulfilling  or  is  delayed in

<PAGE>
fulfilling  such  obligations  by  reason  of fire or other casualty, strikes or
labor  troubles,  governmental  pre-emption  in  connection  with  a  national
emergency, shortage of supplies or materials, or by reason of any rule, order or
regulation  of  any  governmental  authority,  or  by reason of the condition of
supply  and demand affected by war or other emergency, or any other cause beyond
its  reasonable  control (collectively, "Unavoidable Delay").  Such inability or
delay  by  Landlord  or Tenant in fulfilling any of their respective obligations
hereunder  shall  not  affect,  impair or excuse the other party hereto from the
performance  of any of the terms, covenants, conditions, limitations, provisions
or agreements hereunder on its part to be performed, nor result in any abatement
of Base Rents or Additional Rents payable hereunder.  Tenant shall not, however,
be  excused  hereunder  from  the prompt and full payment of Rent by Unavoidable
Delay.

ARTICLE 32.     MISCELLANEOUS

     32.01     Interference.   Tenant  shall  not  engage  in  any activities or
operations  which  interfere  with the communications operations of MetroPCS New
York,  LLC  at  the  Building  and  shall  indemnify,  defend, and hold Landlord
harmless  for  all fees, costs, expenses, losses, and liabilities arising out of
any  violation  by  Tenant  of  the  foregoing  covenant.

32.02     Separate  Covenants.  Each  covenant and agreement in this Lease shall
be  construed  to  be a separate and independent covenant and agreement, and the
breach  of  any  such  covenant  or agreement by Landlord shall not discharge or
relieve Tenant from Tenant's obligations to perform every covenant and agreement
of this Lease to be performed by Tenant.  If any term or provision of this Lease
or  any  application thereof shall be invalid or unenforceable, the remainder of
this Lease and any other application of such term shall not be affected thereby.

32.03     Governing  Law;  Consent to Jurisdiction. This Lease shall be governed
by,  and  construed  and  enforced  in accordance with, the internal laws of the
State  of Connecticut, without regard to principles of conflicts of law. Each of
the  parties submits to the exclusive jurisdiction of any state or federal court
sitting in Fairfield County, Connecticut in any action or proceeding arising out
of  or  relating  to  this  Lease.  Each  of  the  parties waives any defense of
inconvenient forum to the maintenance of any action or proceeding so brought and
waives  any  bond,  surety or other security that might be required of any party
with  respect  thereto.

32.04     Consents.  Any  provision of this Lease which requires Landlord not to
unreasonably  withhold  its  consent  shall  never  be the basis for an award of
damages  or  give rise to a right of setoff or termination to Tenant, but may be
the  basis for a declaratory judgment or specific injunction with respect to the
matter  in  question.

32.05     Financial  Reporting.  Tenant  agrees  to  furnish, without expense to
Landlord,  within  ten  (10)  days  after  the request therefore, such financial
information  as  may  from  time to time be reasonably requested by Landlord for
itself  or for any existing or potential lender with respect to the obtaining or
maintaining  of the financing for the Building or any potential purchaser of the
Building,  which information shall include, but not be limited to, Tenant's then
current audited financial statements and operating statements indicating income,
expenses,  profits  and  losses  of  Tenant's  business  operation.

32.06     Limitation  on  Liability.  Tenant shall look solely to the estate and
interest  of  Landlord,  its  successors  and  assigns,  in the Building for the
collection  of  a  judgment  in  the  event

<PAGE>
of  a default by Landlord hereunder, and no other property or assets of Landlord
or  any  officer,  director  or  partner  of  Landlord shall be subject to levy,
execution  or  other  enforcement  procedure  for  the  satisfaction of Tenant's
remedies.

32.07     Recordation.  Neither  party  shall  record  this  Lease  or  any part
therein  without  the  prior  consent  of the other party.  At Tenant's request,
Landlord  shall  execute a statutory Notice of Lease in recordable form provided
such instrument shall include an appointment of Landlord as Tenant's attorney in
fact,  coupled  with  an  interest,  to execute and record on Tenant's behalf an
agreement  terminating  and releasing the Notice of Lease in the event the Lease
is terminated and Tenant fails to promptly provide such termination and release.

32.08     Non-Waiver.  The  failure  of  Landlord  to  insist in any one or more
instances  upon  the  strict  performance  of any one or more of the agreements,
terms,  covenants,  conditions  or obligations of this Lease, or to exercise any
right,  remedy  or election herein contained, shall not be construed as a waiver
or  relinquishment  for  the  future  of  the  performance  of  such one or more
obligations  of  this  Lease  or of the right to exercise such election, but the
same  shall  continue  and  remain  in full force and effect with respect to any
subsequent  breach,  act  or omission, whether of a similar nature or otherwise.

32.09     Prejudgment  Remedy  Waiver.  TENANT  ACKNOWLEDGES  THAT  THIS  LEASE
CONSTITUTES  A  COMMERCIAL  TRANSACTION WITHIN THE MEANING OF SEC.52-278A OF THE
CONNECTICUT GENERAL STATUTES PURSUANT TO SEC.52-278F OF SAID CONNECTICUT GENERAL
STATUES.  TENANT HEREBY WAIVES AND RELINQUISHES ALL RIGHTS TO NOTICE AND HEARING
AS  PROVIDED  IN  SEC.52-278A  THROUGH  SEC.52-278G  OF SAID CONNECTICUT GENERAL
STATUTES  PRIOR  TO  LANDLORD OBTAINING ANY PREJUDGMENT REMEDY AGAINST TENANT IN
CONNECTION  WITH  THE  ENFORCEMENT  BY LANDLORD OF ANY OF ITS RIGHTS OR REMEDIES
UNDER  THIS  LEASE.  IF  SUMMARY  PROCESS  IS UTILIZED, TENANT HEREBY WAIVES ALL
REQUIRED  NOTICES,  INCLUDING  A  NOTICE TO QUIT, PURSUANT TO SEC. 47A-25 OF THE
CONNECTICUT  GENERAL  STATUTES,  EXCEPT  THOSE  REQUIRED  UNDER  THIS  LEASE.

32.10     Jury  Trial  Waiver.  THE  PARTIES HERETO WAIVE A TRIAL BY JURY ON ANY
AND  ALL  ISSUES  ARISING  IN  ANY  ACTION  OR  PROCEEDING BETWEEN THEM OR THEIR
SUCCESSORS  UNDER  OR  CONNECTED  WITH  THIS LEASE OR ANY OF ITS PROVISIONS, ANY
NEGOTIATIONS  IN  CONNECTION THEREWITH, OR THE USE OR OCCUPANCY OF THE PREMISES.

32.11     Counsel  Fees.  In the event of any litigation regarding the rights or
obligations  of a party under this Lease, the prevailing party shall be entitled
to  recover  reasonable  counsel  fees,  court costs and other direct litigation
expenses.

32.12     Entire  Agreement. This Lease embodies the entire contract between the
parties hereto with respect to the interests being transferred hereunder and the
subject  matter hereof and supersedes any and all prior negotiations, agreements
and understandings, written or oral, formal or informal, all of which are deemed
to  be  merged  herein.

32.13     Modification.  No  modification or amendment to this Lease of any kind
whatsoever  shall  be  made  or  claimed  by  either party, and no notice of any
extension,  change,

<PAGE>
modification  or  amendment made or claimed by either party shall have any force
or  effect  whatsoever  unless  the  same shall have been reduced to writing and
fully  signed  by  both  parties.

32.14     Authority.  Tenant  represents  that  Tenant has full power, authority
and legal right to execute, deliver and perform its obligations pursuant to this
Lease,  that the execution, delivery and performance of this Lease has been duly
authorized,  that  the  person  executing  this  Lease  on  Tenant's  behalf has
authority  to  do  so, and that this Lease, once executed by Tenant, constitutes
the  valid  and binding obligation of Tenant, enforceable in accordance with its
terms.

32.15     Joint  and  Several  Liability.    If  there  shall  be  more than one
person,  firm or other entity comprising Tenant, such persons and entities shall
be  jointly  and  severally  liable  hereunder.    Landlord shall lose no rights
against  any  partner by reason of any act or omission of Landlord in connection
with  any  partner  or  by  reasons  of  any  act  or  omission  of any partner.

32.16     Survival.  Obligations  under  this Lease which accrue during the Term
shall survive the Expiration Date or sooner termination of the Term, as same may
be  extended  hereunder.

32.17     Time  of  Essence.  Time  is  of  the essence to this Lease and to all
dates  and  time  periods  set  forth  herein.

32.18     Interpretation.  Landlord  and  Tenant  each  acknowledge  each to the
other  that both they and their counsel have reviewed and revised this Lease and
that  the  normal rule of construction to the effect that any ambiguities are to
be  resolved  against  the  drafting  party  shall  not  be  employed  in  the
interpretation  of  this  Lease  or  any  amendments  or  exhibits  hereto.

32.19     Proper  Execution.  The submission by Landlord to Tenant of this Lease
in  unsigned  form  shall  be  deemed  to  be  a  submission solely for Tenant's
consideration  and not for acceptance and execution.  Such submission shall have
no  binding  force  and  effect,  shall  not constitute an option, and shall not
confer  any  rights  upon  Tenant  or  impose  any  obligations  upon  Landlord
irrespective of any reliance thereon, change of position or partial performance.
The  submission  by  Landlord  of this Agreement for execution by Tenant and the
actual execution and delivery thereof by Tenant to Landlord shall similarly have
no  binding  force  and  effect on Landlord unless and until Landlord shall have
executed  this  Agreement and a counterpart thereof shall have been delivered to
Tenant.

32.20     Survival.  Obligations  under  this Lease which accrue during the Term
shall survive the Expiration Date or sooner termination of the Term, as same may
be  extended  hereunder.

32.21     Mortgagee  Approval.  Notwithstanding anything herein to the contrary,
this Lease and Tenant's rights hereunder remain subject to Landlord's receipt of
the  unconditional  approval of Landlord's current mortgagee.  In the event this
Lease is rejected by Landlord's mortgagee, Landlord shall provide written notice
to  Tenant  no  later than twenty (20) days following Landlord's receipt of such
rejection  and this Lease shall immediately terminate and be of no further force
or  effect.

32.22     Counterparts. This Agreement may be signed on separate signature pages
and  shall  be  effective  once  this  Agreement  has been signed by both of the
parties  and all signature pages have been attached to one another, it not being
necessary  for the parties to have physically signed the same signature pages of
this  Agreement.  Such  signatures  may  also  be  by  facsimile  or

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other  electronic  means,  which the undersigned all specifically agree shall be
deemed  to  be  binding  upon  each  of  them  and  each other as if an original
signature.

     32.23     Offer  of  Surrender.  No  offer  of  surrender  of  the  Demised
Premises,  by  delivery  to  Landlord or its agent of keys or otherwise, will be
binding  on  Landlord  unless  expressly  accepted  by  Landlord  in  writing.
32.24     Tender.  No  receipt  of  money  by  Landlord  after  the  Term  shall
reinstate,  continue  or  extend  the  Term.  No payment by Tenant or receipt by
Landlord  of  a  lesser amount than the Rent shall be deemed to be other than on
account  of  the  earliest  Rent,  nor shall any endorsement or statement of any
check  or  any  letter  accompanying  any  check or payment of Rent be deemed an
accord  and  satisfaction or modification of Tenant's obligation hereunder, or a
limitation on Landlord's right to recover the balance of such Rent or pursue any
other  remedy  in  this  Lease.

     IN  WITNESS WHEREOF, Landlord and Tenant duly executed this Lease as of the
date  first  above  written.

                                   LANDLORD:

                                   1375 KINGS HIGHWAY LLC


                                   By: \s\ W.  Mark  Keeney
                                   Name:     W.  Mark  Keeney
                                   Title:     President

                                   TENANT:

                                   COMPETITIVE  TECHNOLOGIES,  INC.


                                   By: \s\ Johnnie D. Johnson
                                   Name: Johnnie D. Johnson
                                   Title: Chief Executive Officer