LEASE TERMINATION AND SURRENDER AGREEMENT

     AGREEMENT  made  as  of November 22, 2010 by and between 777 COMMERCE DRIVE
LLC,  a Connecticut limited liability company having an address in care of Abbey
Road  Advisors LLC, 33 Riverside Avenue, 4th Floor, Westport, Connecticut 06880,
("Landlord"),  and COMPETITIVE TECHNOLOGIES, INC., a Delaware corporation having
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its  principal  place  of  business at 777 Commerce Drive, Suite 100, Fairfield,
Connecticut  06825  ("Tenant").
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                                    RECITALS

     A.     Landlord's  predecessor-in-interest, 1375 Kings Highway/777 Commerce
Drive  Associates, LLC, and Tenant entered into a lease dated April 28, 2006 for
premises  consisting  of  approximately  10,622  rentable  square  feet  (the
"Premises")  in  the  building  commonly known as 777 Commerce Drive, Fairfield,
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Connecticut  as  amended by that certain Amendment to Lease dated July 20, 2006,
and  that  certain Second Amendment to Lease dated June 18, 2007 (as so amended,
the "Lease"). All capitalized terms used herein shall have the meanings ascribed
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to  them  in  the  Lease  unless  otherwise  specified.

     B.     The parties entered into that certain Amended and Restated Agreement
dated as of February 1, 2009; that certain Agreement dated November 9, 2009; and
that  certain Agreement dated March 25, 2010 (collectively, the "Rent Concession
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Agreements")  .
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     C.     The  Lease  term  commenced  September  1,  2006 and is scheduled to
expire  on  September  30,  2013.

     D.     The  parties  desire  to  terminate the Lease prior to the scheduled
expiration  date  upon  the  terms  and  conditions  hereinafter  provided.

NOW  THEREFORE,  for good and valuable consideration, receipt of which is hereby
acknowledged,  the  parties  agree  as  follows:

     1.     Termination  and  Surrender.     The Lease shall terminate effective
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December  1,  2010 (the "Termination Date").  As of the Termination Date, Tenant
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shall  surrender  to  Landlord, and Landlord shall accept surrender of the Lease
and  the  Premises  to the intent and purpose that Tenant's rights and estate in
the  Lease  and the Premises will be wholly extinguished on the Termination Date
in  the  same manner and with the same effect as if that were the date set forth
in  the  Lease for the natural expiration of the term thereof.  Between the date
of  this Agreement and the Termination Date, Tenant shall comply with all of its
obligations  under  the  Lease.

     2.     Termination  Settlement  Amount.  Tenant  shall pay the sum of Three
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Hundred  Ninety Three Thousand Four Hundred Sixty Six Dollars ($393,466.00) (the
"TerminationSettlement  Amount")  to  Landlord in full payment of rent and other
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charges

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due  under  the Lease from the date hereof through the Termination Date, payable
as  follows:

     (a)     $218,466  on  November  30,  2010;  and

     (b)     $175,000.00  on  December  1,  2010.

Payment  shall  be  considered  made when tendered to Landlord at its office set
forth  above  by  hand delivery, certified mail, or reputable overnight courier.
Payment  shall  be  in  immediately  available  funds  (including  bank check or
certified  check),  and shall be made without offset, deduction, or abatement of
any  kind.

     3.     Default.  Any  portion of the Termination Settlement Amount which is
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not paid when due shall incur an aggregated late charge equal to fifteen percent
(15%)  of the unpaid amount and shall thereafter be payable with interest at the
rate  of five percent (5%) per annum in excess of the prime or base rate of Bank
of  America  (or its successor) in effect from time to time from the due date to
the  date  of  payment.

     4.     Security  Deposit.  Tenant waives any and all claims Tenant may have
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to  any cash funds, deposit accounts, and other rights and evidence of rights to
cash,  now  or  hereafter  held  by Landlord, including, without limitation, all
funds  held as a security deposit under the Lease.  In no event shall such funds
be  credited  towards  Tenant's  obligation  to  pay  the Termination Settlement
Amount.

     5.     Removal  of  Tenant's  Property.  On or before the Termination Date,
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Tenant  shall  remove  all  of Tenant's personal property from the Premises.  If
Tenant's personal property is not removed within such time, Landlord may, at its
option, dispose of the same without liability to Tenant and at the sole cost and
expense  of  Tenant.

     6.     Encumbrances.  Tenant  represents  that  the  Premises have not been
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encumbered  in  any  way  whatever through or under Tenant, that Tenant has good
right  to  surrender  all  of  the  same,  and that no one other than Tenant has
acquired or will acquire through or under Tenant any right, title or interest in
or  to  any  of  the  same.

     7.     Release  from  Liability.
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     (a)     Effective as of the date hereof, except for (i) third party claims,
(ii)  claims  resulting  from  a  breach by Tenant of its obligations under this
Agreement,  including  Tenant's  covenant  to comply with all of its obligations
under  the Lease until the Termination Date, and (iii) environmental matters for
which  Tenant is liable under the Lease and which have accrued prior to the date
Tenant  surrenders  exclusive  possession  of the Premises to Landlord, Landlord
does  hereby  remise,  release  and  forever discharge Tenant from all manner of
actions,  causes  of  action,  suits,  debts,  dues,  sums  of  money, accounts,
reckonings,  bonds,  bills,  covenants,  controversies,  agreements,  promises,
damages,  expenses,  lost  profits,  judgments,  executions,  claims and demands
whatsoever,

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in  law or equity, which Landlord has or may have against Tenant, arising out of
or  in  any  way  connected  to  the  Lease  or  the  Premises.

     (b)     Effective  as of the date hereof, except for (i) third party claims
and  (ii)  claims  resulting  from a breach by Landlord of its obligations under
this  Agreement,  Tenant  does  hereby  remise,  release  and  forever discharge
Landlord  from all manner of actions, causes of action, suits, debts, dues, sums
of  money,  accounts,  reckonings,  bonds,  bills,  covenants,  controversies,
agreements,  promises,  damages,  expenses, lost profits, judgments, executions,
claims  and  demands  whatsoever, in law or equity, which Tenant has or may have
against  Landlord,  arising  out  of or in any way connected to the Lease or the
Premises.

     6.     Holdover.  In  the  event  that Tenant fails to surrender and vacate
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the  Premises  on  or  prior  to  the Termination Date, Tenant shall be deemed a
licensee  whose  license  may  be  terminated  on five (5) days prior notice and
Tenant  shall pay a monthly license fee equal to the sum of (i) 200% of the Base
Rent  specified  in the Lease for the month preceding the termination (pro-rated
for  any partial month), and (ii) any additional rent and other charges accruing
during  such  period.  In  addition, Landlord shall have such damage remedies as
are provided by law with respect to Tenant's failure to comply with the terms of
this  Agreement.  Tenant  shall indemnify Landlord for all damages sustained and
liabilities  incurred  by  Landlord  as a result of Tenant's continued occupancy
without  Landlord's  consent. Tenant shall not be deemed to have surrendered the
Premises to Landlord unless and until Landlord has received from Tenant all keys
to  the  Premises.

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

     8.     Notices:  Tenant hereby designates the following changed address for
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notice  pursuant  to  Section  27  of  the  Lease:

               c/o  Competitive  Technologies,  Inc.
               1375  Kings  Highway  East
               Suite  400/485
               Fairfield,  CT  06824

     9.     Interpretation.  Landlord  and  Tenant  each acknowledge each to the
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other  that both they and their counsel have reviewed and revised this Agreement
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  Agreement.

     10.     Proper  Execution.  The  submission  by  Landlord to Tenant of this
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Agreement  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

<PAGE>
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.

     11.     Broker.  Each  party represents to the other that it has not had or
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dealt  with  any  realtor, broker or agent in connection with the negotiation of
this  Agreement,  and  each party shall pay and hold the other harmless from any
cost, expense or liability (including costs of suit and attorneys' fees) for any
compensation, commission or charges claimed by any realtor, broker or agent with
respect  to  this  Agreement  arising  on  account  of  such indemnifying party.

     12.     Counsel  Fees.  In the event of any litigation regarding the rights
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and  obligations of the parties under this Agreement, the prevailing party shall
be  entitled  to  recover  from  the  losing  party collection costs, reasonable
counsel  fees,  court  costs  and other direct litigation expenses together with
interest  on  the  amount of any judgment, at the rate of 10% per annum from the
date  the  action  is  commenced.

     13.     Governing  Law;  Consent  to  Jurisdiction. This Agreement shall be
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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 Agreement.  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.

     14.     Entire Agreement; Modification.  This Agreement contains the entire
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understanding of the parties with respect to the subject matters covered hereby.
No  modification  or amendment to this Agreement of any kind whatsoever shall be
made  or  claimed  by  either  party,  and  no  notice of any extension, change,
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.

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

     16.     Counterparts.  This  Agreement  may be signed on separate signature
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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 other electronic
means,  which  the  undersigned  all  specifically

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agree  shall  be  deemed to be binding upon each of them and each other as if an
original  signature.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first  above  written.

                         LANDLORD:

                         777 COMMERCE DRIVE 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