10

                          EXCLUSIVE MARKETING AGREEMENT

        This  Agreement  (the "Agreement") is being entered into as of this 17th
day  of  April,  2007,  by  and  among  the  party of the first part COMPETITIVE
TECHNOLOGIES,  INC.  ("CTT"),  the  party  of  the  second  part,  AGROFUT  E.U.
("AGROFRUT"),  and  the party of the third part, its sole shareholder BETTY RIOS
VALENCIA  ("AGROFRUT  Shareholder"),  and sets forth the terms and conditions of
their  agreement  regarding  CTT's  acquisition  of certain rights to AGROFRUT's
nutraceutical Product output on an exclusive basis and certain other rights, all
as  more  particularly set forth below. As used herein, the term "Parties" shall
refer  collectively  to  CTT,  AGROFRUT  and  AGROFRUT Shareholder, and the term
"Party"  shall refer to CTT, AGROFRUT or AGROFRUT Shareholder individually.  The
Parties  hereby  agree  as  follows:

1.      SCOPE  OF  THE AGREEMENT:  For good and valuable consideration as stated
herein,  receipt of which is hereby acknowledged, the Parties state the scope of
their  Agreement  as  follows:

        a.  Exclusive  First  Refusal  Obligation.  During  the  Output Term (as
            -------------------------------------
defined  herein), AGROFRUT shall submit to CTT, on an exclusive, "first-refusal"
basis, all AGROFRUT Products (as defined herein) with respect to which CTT shall
have  the  right  to  exploit  Marketing Rights worldwide in accordance with the
terms  and  conditions  hereof.  Each  submission  shall  be made by AGROFRUT in
accordance  with  the  requirements  and  procedures  set forth below.  The term
"AGROFRUT  Product"  shall  mean  an  original nutraceutical Product:  (i) to be
produced  or  acquired  for  Product  release  by  AGROFRUT;  and/or  (ii) to be
otherwise  released  under  the  AGROFRUT name and/or logo and/or any other name
and/or  logo  owned,  operated  or  controlled by, or otherwise affiliated with,
AGROFRUT,  by  itself  or  through  a joint venture with another entity, in each
instance  for  which  AGROFRUT  controls  the  Product  Rights.  A nutraceutical
product  shall  be deemed to be an AGROFRUT Product on the first date upon which
AGROFRUT  produces  or  enters  into an agreement to acquire the rights to cause
such  nutraceutical  or  other  Product  to  be  produced, acquired or otherwise
released in accordance with the definition of an AGROFRUT Product hereunder (the
"Production Date").  For purposes hereof, "first refusal" means that an AGROFRUT
Product  shall  be  submitted  solely  and  exclusively  to  CTT for purposes of
exploiting  the Marketing Rights in and to such AGROFRUT Product before the same
is submitted to any other person or entity.  It is the essence of this Agreement
that  AGROFRUT  will  not submit any AGROFRUT Product to a third party for sale,
marketing,  acquisition,  licensing,  exploitation  or  any other use unless and
until  the  AGROFRUT  Product  has  been submitted to CTT hereunder, and CTT has
declined  to  exploit  the Marketing Rights to the AGROFRUT Product (a "Rejected
Product").  An  AGROFRUT  Product  for which CTT elects to exploit the Marketing
Rights  shall  be  referred  to  as  an  "Included  Product."

        b.  Grant  of  Rights.  AGROFRUT  hereby  irrevocably grants, transfers,
            -----------------
assigns  and  licenses  to  CTT  the  Product  Rights  worldwide  (as defined in
Paragraph  2  hereof) in and to each AGROFRUT Product during the Output Term (as
defined  herein)  subject  to,  and  in  accordance  with,  the  terms  hereof.

        c.  Output  Term.  The  term  "Output  Term"  shall  mean  the  period
            ------------
commencing  on  the  date hereof and expiring 180 (one hundred eighty) days from
the  date  hereof;  provided, however, that the Product Rights granted hereunder

<PAGE>

thereafter  shall  remain  in  effect  in  perpetuity  so  long  as  AGROFRUT's
Shareholder  and  CTT  engage in the Closing of the Exchange contemplated by the
Term  Sheet  accompanying  this  Agreement.

2.      PRODUCT  RIGHTS:  The  term  "Product  Rights"  shall mean the exclusive
Marketing  Rights  (as defined herein) to each of the AGROFRUT Products, and all
rights  necessary  to  distribute,  to  exploit, to advertise, to promote and to
publicize  such  Marketing  Rights  of  each  AGROFRUT  Product  for  worldwide
exploitation.  "Marketing  Rights" shall mean the following:  rights to sell, to
distribute,  to advertise, to supply and to control delivery of the Products and
the  Products'  name,  label,  packaging  or  trade  dress;  i.e.,  the  overall
appearance  and  commercial impression of the Products, in print media, point of
sale,  radio  broadcast  and  television  advertising,  and  in brochures, sales
literature  and  nutraceutical  promotional  activities,  including  on-line
nutraceutical  promotional  activities,  for  the  Products.

3.     EQUITY  INTEREST:

     a.  AGROGRUT  Common Stock.  CTT shall be entitled to receive from AGROFRUT
         ----------------------
five  percent  (5%)  of  the  shares  of  AGROFRUT's  Common  Stock (the "Equity
Interest").  The  shares  issued  shall  be  referred  to as the "Shares."  Such
Shares  shall be issued pursuant to the Stock Purchase Agreement executed at the
time  of  this  Agreement.


4.      SUBMISSION  PROCEDURES:

        a.  Submission.  Not  later  than  10  (ten) business days following the
            ----------
Production  Date  of  an  AGROFRUT  Product, AGROFRUT shall submit such AGROFRUT
Product to CTT, along with a written notice ("Submission Notice"), from AGROFRUT
to  CTT.

        b.  CTT's  Response  to  Submission.  Within  10  (ten)  days  following
            -------------------------------
receipt  by CTT of a Submission Notice, together with samples of the Product and
any  marketing  materials prepared by AGROFRUT (the "Response Period"), CTT will
provide  written  notice  to  AGROFRUT  as  to whether CTT elects to exploit the
Marketing  Rights to such AGROFRUT Product.  CTT's failure to respond within the
Response  Period  shall be deemed to constitute CTT's rejection of such AGROFRUT
Product,  and  such AGROFRUT Product shall thereafter be deemed to be a Rejected
Product.

        c.  Rejected  Products.  With respect to each Rejected Product, AGROFRUT
            ------------------
will  have  the  option  to  arrange  for  the Marketing Rights to such Rejected
Product  to  be  acquired by third parties; provided, however, that prior to the
time  that  AGROFRUT  concludes  any  agreement  to grant such rights to a third
party, if there is a change in any of the elements of the Product, then AGROFRUT
shall  resubmit  the  Rejected  Product  to  CTT in accordance with the terms of
Paragraph  3.a.  above  (provided  CTT shall have 10 (ten) days from the date of
such resubmission to make its determination), and the Rejected Product shall not
be  submitted  to  any  third  party  unless and until CTT has again declined to
exploit  said  rights.  All  of  CTT's right, title, and interest in and to each
Rejected  Product  that is not required to be resubmitted to CTT pursuant to the
terms  of  this  Paragraph  3.c.  shall  revert  to  AGROFRUT  automatically.

<PAGE>

        d.  Submission by CTT.  In addition to AGROFRUT's submissions hereunder,
            -----------------
CTT shall have the right, but not the obligation, to order from AGROFRUT, at any
time,  nutraceutical  Products for which CTT is willing to exploit the Marketing
Rights.  None  of  such  Products  shall be deemed an AGROFRUT Product hereunder
unless  and  until  AGROFRUT enters into a binding written agreement with CTT to
produce or to acquire the rights to cause such Products to be produced, acquired
or  otherwise  released in accordance with the definition of an AGROFRUT Product
hereunder.

5.     PAYMENTS  AND  DIVISION  OF  REVENUES:

        a.  Revenue  Division.  In lieu of royalties or other payments, AGROFRUT
            -----------------
and  CTT  shall  engage in a division of revenues so that AGROFRUT shall receive
sixty  percent  (60%)  of marketing and sales proceeds of AGROFRUT products, and
CTT  shall  receive  forty  percent  (40%)  of  marketing  and sales proceeds of
AGROFRUT  products.  Any revenues payable to AGROFRUT pursuant to this Agreement
shall  be paid on a monthly basis provided that, in each such case, each payment
hereunder  shall be accompanied by a revenue statement.  The division of revenue
pursuant  to  this  Agreement  shall  be  based  on  "Net Revenue" determined by
application  of Subparagraph (e) of this Paragraph.  Revenue shall be determined
on a "cash basis" at the time of receipt by CTT.  No revenues will be payable by
CTT  to  AGROFRUT  on  returns  that  are  accepted and credited by CTT or by an
affiliate  of  CTT,  or  on  units  of  the Products distributed exclusively for
demonstration  or  nutraceutical  purposes, or for replacements.  CTT shall have
the  right  to  retain  a reasonable reserve from revenues for returned Products
(provided  that such reserve will be reviewed and, if appropriate, liquidated in
good  faith on a quarterly basis).  To the extent that the actual returns to CTT
or  affiliates of CTT in any given quarter are greater than the expected returns
based  upon which CTT has adjusted any revenue payments, such difference will be
withheld  by or payable to CTT, as the case may be.  No revenues will be payable
on  sales or other transactions between CTT and any affiliate of CTT until final
sale of the Products by the affiliate of CTT.  If CTT makes a revenue payment to
AGROFRUT  where  CTT  is subsequently required to refund or to reduce all or any
part  of  the Net Sales collected by it, CTT shall have the right to a refund of
overpayments  of  revenues  made  to  AGROFRUT.

     b.  Books  and Records Relating to Sales.  CTT will maintain sufficient and
         ------------------------------------
accurate books and records relating to all transactions relevant to sales of the
Products  or  in  respect  of  which CTT is required to provide information in a
revenue  statement.

     c.  Inspection.  CTT  will  permit  a  chartered  accountant  reasonably
         ----------
acceptable  to  CTT  and  appointed  by  AGROFRUT (the "AGROFRUT Accountant") to
inspect  the  books and records maintained by CTT after 15 (fifteen) days notice
at any reasonable time during normal business hours at AGROFRUT's expense and in
such  manner  as  not  to  interfere with the business of CTT for the purpose of
verifying the correctness of the revenue statements and the payments made by CTT
to AGROFRUT by way of revenue pursuant to this Paragraph.  AGROFRUT shall not be
entitled  to  make such inspections more frequently than on one occasion in each

<PAGE>

period  of  12 (twelve) calendar months unless it can demonstrate that there are
exceptional  circumstances  requiring such additional inspections.  In the event
that  the  AGROFRUT  Accountant  discovers  an  error  of  greater than 5% (five
percent)  in  favor  of AGROFRUT, AGROFRUT shall be entitled to reimbursement by
CTT for the costs of such a review plus interest at 10% (ten percent) per annum.

     d.  Nondisclosure.  Neither  AGROFRUT  nor  the  AGROFRUT  Accountant shall
         -------------
disclose  any  information  acquired  as  a  result  of  any such examination or
inspection  to  any  person,  firm  or  corporation other than to its employees,
authorized  representatives  and  as otherwise strictly necessary to enforce its
rights  hereunder.

     e.    Net  Sales.  "Net Sales" means the gross revenue (including advances)
           ----------
earned and actually received by or credited to CTT, or any affiliated or related
entity  thereof,  from  the  sale,  lease,  license,  distribution  or  other
exploitation  of the Product less the following (all of which shall collectively
be  known  as  the  "Cost  of  Goods"):  (i) actual, direct, third-party, out-of
pocket  charges  or expenses incurred by CTT, or any affiliate or related entity
thereof,  in  connection  with  transportation,  handling,  carriage,  delivery,
insurance,  taxes  (including  withholding  taxes  and Value Added Tax), duties,
tariffs,  assessments,  levies and other governmental and "pass-through" charges
on  or  after  sale  of units of the Product; and (ii) any rebates or allowances
(including  allowances  credited  to  resellers  or  distributors  in respect to
marketing  and  nutraceutical  costs) paid by CTT in connection with the sale or
distribution  of  the  Product.  If  CTT  earns  revenue  from distribution of a
Product  in  combination  or  bundle  with  one or more other CTT products, such
revenue will be allocated between that Product and such other products on a fair
and  reasonable  basis  taking  into  consideration  the  current or most recent
wholesale  prices  of  components  of  such  compilation  or  bundle.

6.      CONSULTATION  AND  APPROVAL  RIGHTS:

        a.  AGROFRUT.  AGROFRUT  shall  meaningfully  consult  with  CTT in good
            --------
faith  during  the  Output  Term with respect to (i) AGROFRUT's output slate for
AGROFRUT  Products and (ii) all key elements of the Included Products.  AGROFRUT
shall  advise  CTT  as  to  the  status  of  pre-production,  production  and
post-production  of  each  Included  Product  on  no  less  than a weekly basis.
Without limiting the generality of the foregoing, AGROFRUT agrees to provide CTT
with  regular  production  status  reports  during the production period of each
Included  Product.

        b.  CTT.  The  parties shall mutually agree upon a milestone schedule of
            ---
tasks  to  be  completed  for  the  development,  production,  marketing  and
distribution  of  each  Product  and  the  relevant  requirements  therefor (the
"Milestone(s)").  AGROFRUT  shall  evaluate each relevant Milestone to determine
whether  the  Milestone complies with the requirements established for each such
Milestone.  Once  approved  by  AGROFRUT,  such approval of the Milestone is not
revocable.

7.      BOOKS  AND  RECORDS:  AGROFRUT  shall  at  all  times maintain customary
production  books  and  records  (including copies of third-party agreements and
chain-of-title  documentation)  for  each Included Product and shall, upon CTT's
request, for a period of up to two (2) years after initial United States Product
release  of  the applicable Included Product, provide CTT with reasonable access
to  review  and  to  copy  the  same  during  reasonable  business  hours.

<PAGE>

8.      DELIVERY:  The  term "Delivery" shall mean CTT's receipt and approval of
copies  of  bills  of lading, shipping manifests, customs declarations and other
paperwork  ("Delivery  Items")  relating  to  each Included Product by a date no
later  than  two (2) weeks following delivery of each Included Product to CTT or
to  its  domestic distributor ("Delivery Date").  Notwithstanding the foregoing,
AGROFRUT  agrees to use its best efforts to provide any Delivery Items to CTT as
soon  as  is  practicable.  AGROFRUT  agrees  further  to provide CTT reasonable
access  to  production  of  an  Included  Product,  on a non-interference basis.
AGROFRUT  agrees  herein  that  the  Delivery  Items  shall be fully paid for by
AGROFRUT.

9.      MARKETING  MATERIALS:  AGROFRUT  agrees  herein to provide CTT with free
access to all marketing and advertising materials, which have been prepared (and
cleared  by  AGROFRUT),  in connection with the Product release of each Included
Product  (provided, that any costs associated with duplication of such materials
shall  be  borne  by  CTT  hereunder).  The  Parties agree that CTT may use such
marketing  and  advertising materials to promote, to advertise and to market all
Products  developed  in connection with the applicable Included Product, subject
to  the contractual restrictions imposed by third parties.  Subject to the prior
approval  of  AGROFRUT,  CTT agrees to use AGROFRUT logos in connection with all
Products  developed  in  connection  with  the  applicable  Included  Product.

10.     REPRESENTATIONS,  WARRANTIES  AND  COVENANTS  OF  AGROFRUT  AND AGROFRUT
SHAREHOLDER:  AGROFRUT  and  AGROFRUT  Shareholder hereby represent, warrant and
covenant  to  CTT  as  follows:

        a.  Authority.  AGROFRUT  is  a  corporation  duly  formed  and  validly
            ---------
existing in good standing under the laws of the Republic of Colombia and has the
requisite  power  and  authority to enter into this Agreement and to perform its
obligations  hereunder.

        b.  Duly  Authorized.  The  execution  and delivery of this Agreement by
            ----------------
AGROFRUT  and  the  consummation  by  AGROFRUT  of the transactions contemplated
hereby  have  been  duly  authorized,  and  no  other  corporate  or partnership
proceeding  or  consent  on  the part of AGROFRUT is necessary to authorize this
Agreement  and  the  transactions  contemplated  hereby.

        c.  No  Liens.  No  claims,  liens,  charges  or encumbrances materially
            ---------
impair  or  materially  and  adversely  affect  the  Product Rights or Products.
AGROFRUT  and  AGROFRUT  Shareholder  hereby  agree  to provide CTT with written
notice  upon  the  creation  of  any  claim, lien, charge or encumbrance, or any
amendments  or  other  modifications  to  any  of  the charges, liens, claims or
encumbrances  that would materially impair or have a material and adverse effect
on  the Product Rights.  Such written notice will be sent in a timely manner and
shall  include  a  brief description of such claim, lien, charge or encumbrance.
The  Product  Rights licensed to CTT hereunder, as of the date of this Agreement
and hereafter, shall continue to be free and clear of any and all claims, liens,
charges,  encumbrances,  restrictions,  agreements, commitments and arrangements
whatsoever  which  materially  impair  or  materially and adversely affect CTT's
rights  hereunder  to  exploit  the  Product  Rights.

<PAGE>

        d.  No  Infringement.  With  respect  to  each  AGROFRUT Product and the
            ----------------
advertising  and  marketing  materials  in  connection therewith provided to CTT
hereunder,  and  so long as such advertising and marketing materials are used in
compliance with any restrictions on such materials specified by AGROFRUT to CTT:
(i)  the  foregoing does not and will not contain any language or material which
is  libelous,  slanderous  or  defamatory; and (ii) the foregoing will not, when
used  by  CTT  (or  its  distributors,  customers  and  assigns)  as  authorized
hereunder, violate, infringe upon or give rise to any adverse claim with respect
to  any  common-law  or  other right (including, without limitation, any patent,
copyright, trademark, trade name, service mark or trade secret) of any person or
entity  or  violate any applicable law in a fashion which would adversely affect
CTT's  ability  to  exercise  the  Product  Rights  hereunder.

        e.  No  Payment  Obligations.  CTT  will  not  be  obligated to make any
            ------------------------
payments  to  any  third  party,  unless  otherwise  expressly specified in this
Agreement  or consented to in writing by CTT, in connection with the exercise by
CTT  or  its  licensees  of  the  Product  Rights.

        f.  Copyrighted  Material.  Except  with  respect  to  incidental public
            ---------------------
domain  elements,  and  subject  to  the  applicable  provisions  of  applicable
copyright  law  as  of  the  date hereof and as it may change in the future, the
copyright(s)  in  marketing materials or technical descriptions of each AGROFRUT
Product and in the material upon which it is based or which is contained therein
will  be  valid and subsisting during the Output Term for each AGROFRUT Product,
and  AGROFRUT  has  not  done  or permitted and will not do or permit any act or
omission  which  would  impair  or diminish the validity or duration of any such
copyright.

        g.  No  Conflicting  Grant.  With  respect to its Products, AGROFRUT has
            ----------------------
not granted and will not grant to any third person (i) any of the Product Rights
granted  to  CTT  hereunder  nor  (ii)  any other rights which conflict with the
Product  Rights  exclusively granted to CTT hereunder, and (iii) has not entered
and shall not hereafter enter into any agreement which would violate or conflict
with the Product Rights granted to CTT or the restrictions imposed upon AGROFRUT
hereunder.

     h.  Advertising.  CTT  may  use  the  names,  labels  and likenesses of all
         -----------
AGROFRUT  Products  in  any and all advertising and marketing materials, and CTT
will  not  be  restricted  in  any  way  from using any of the names, labels and
likenesses  in  connection  with  such  advertising  and  marketing  materials.

     i.   Capitalization.  As  of  the  date  hereof, there are 50,000 shares of
          --------------
AGROFRUT's  Common  Stock  issued  and  outstanding.  Each share issued has been
issued  in  conformity  with  applicable  law.

 11.     REPRESENTATIONS,  WARRANTIES  AND  COVENANTS  OF  CTT:  CTT  hereby
represents,  warrants  and  covenants  to  AGROFRUT  as  follows:

        a.  Authority.  CTT is a corporation duly formed and validly existing in
            ---------
good  standing  under  the  laws  of the State of Delaware and has the requisite
power  and authority to enter into this Agreement and to perform its obligations
hereunder.

<PAGE>

        b.  Duly  Authorized.  The  execution  and delivery of this Agreement by
            ----------------
CTT  and  the  consummation  by CTT of the transactions contemplated hereby have
been  duly  authorized, and no other corporate proceeding or consent on the part
of  CTT  is  necessary  to  authorize  this  Agreement  and  the  transactions
contemplated  hereby.

       c.  Investment  Experience.  CTT  represents  that  it  is experienced in
           ----------------------
evaluating  and  investing  in  companies  in  a similar stage of development as
AGROFRUT and acknowledges that it is able to fend for itself in the transactions
contemplated by this Agreement and has the ability to bear the economic risks of
its  investment  pursuant  to  this Agreement.  CTT is capable of evaluating the
merits  and  risks  of the investment in the Shares and can bear the risk of the
loss  of the entire Equity Interest.  CTT has not been organized for the purpose
of  acquiring  the  Shares.  CTT  is  an "Accredited Investor" as defined in the
Securities  Act  of  1933,  as  amended.

        d.  Investment  for  Own Account.  The Shares will be acquired for CTT's
            ----------------------------
own  account, not as a nominee or agent, and not with a view to or in connection
with  the  sale  or  distribution  of any part thereof.  There is no contract or
arrangement  with  any  person  to  sell, transfer or grant participation to any
third  person  with  respect  to  the  Shares.

12.     INDEMNITY/INSURANCE:

        a.  AGROFRUT.  AGROFRUT  hereby  agrees  to  indemnify, to defend and to
            --------
hold  harmless  CTT,  its  subsidiaries  and  related  companies, its licensees,
distributors,  affiliates  and  its  customers,  and  their respective officers,
directors,  agents,  and employees, from any and all third-party claims, actions
or  proceedings of any kind and from any and all damages, liabilities, costs and
expenses  (including reasonable legal fees and costs) relating to or arising out
of  any  breach  of  any  of  the  warranties,  representations or agreements of
AGROFRUT  hereunder  or  any  error  or  omission  in  any  of  the  material or
information  furnished  to  CTT in accordance with this Agreement (except to the
extent  such  claims,  actions or proceedings give rise to CTT's indemnification
obligations  under  this  Agreement),  or any injury or claim resulting from the
sale  or  use  of  the  Products.

        b.  CTT.  CTT hereby agrees to indemnify, to defend and to hold harmless
            ---
AGROFRUT,  its  parent,  subsidiaries  and related companies and affiliates, and
their  respective  officers,  directors, agents, and employees, from any and all
third-party  claims,  actions  or  proceedings  of any kind and from any and all
damages,  liabilities,  costs  and expenses (including reasonable legal fees and
costs)  relating  to  or  arising  out  of  any breach of any of the warranties,
representations  or  agreements  of  CTT  hereunder  (except  to the extent such
claims,  actions  or  proceedings  give  rise
to  AGROFRUT's  indemnification  obligations  under  this  Agreement).

        c.  Insurance.  AGROFRUT  shall  name CTT as an additional named insured
            ---------
under  its  errors  and  omissions  ("E&O")  and  product liability insurance as
appropriate.

<PAGE>

13.     REMEDIES:

        a.  AGROFRUT's Remedies.   No action or omission by CTT shall constitute
            -------------------
a breach of this Agreement unless AGROFRUT first notifies CTT in writing setting
forth  the  alleged  breach  or default and CTT does not cure the same within 30
(thirty)  days  of being notified of such breach, with the exception of a breach
of  a payment obligation, which cure period shall be limited to five (5) days of
being  notified  of such breach.  If CTT breaches its obligations hereunder, the
damage,  if  any,  caused  to AGROFRUT shall not be irreparable or sufficient to
entitle  AGROFRUT  to  injunctive  or  other  equitable  relief.  Consequently,
AGROFRUT's  rights and remedies shall be limited to the right, if any, to obtain
damages at law, and AGROFRUT shall not have any right in such event to terminate
or to rescind this Agreement or any of the rights granted to CTT hereunder or to
enjoin  or to restrain the advertising, promotional, distribution, exhibition or
exploitation  of  the  AGROFRUT  Products  and/or any of CTT's rights hereunder.

     b.  CTT's  Remedies.  AGROFRUT  acknowledges that the rights herein granted
         ---------------
are  of  a  special,  unique,  unusual, extraordinary and intellectual character
giving  them  a  peculiar  value,  the  loss  of  which  cannot be reasonably or
adequately  compensated  in  damages  in  an action at law, and that a breach by
AGROFRUT will cause CTT irreparable injury and damage.  CTT shall be entitled to
injunctive  and  other equitable relief to prevent any breach by AGROFRUT and to
obtain  any  monetary  damages  at  law  available to CTT.  CTT's payment of any
compensation  or  performance of any obligation hereunder shall not constitute a
waiver  by CTT of any breach by AGROFRUT of any rights or remedies which CTT may
have  as  a  result  of such breach; provided, however, that if such a breach by
AGROFRUT  (i)  is  inadvertent  and  non-recurring  (i.e.,  not  intentional  or
repeated)  and is by its nature reasonably curable and (ii) allowing AGROFRUT to
cure  such  a breach will not result in additional expense to CTT, then AGROFRUT
shall  have  a period of five (5) business days from the date of notice from CTT
of  such  breach  within  which  to  cure  such  breach.

     c.  Remedies  Cumulative.  All  remedies  accorded  herein  or  otherwise
         --------------------
available  to  either  Party  hereto shall be cumulative, and no one such remedy
shall  be  exclusive  of,  nor  shall  it  be
considered  a  waiver  of,  any  other.

14.     NOTICES:  All  notices shall be in writing and shall be delivered to the
address(es)  for  notice set forth below or hereafter supplied by a Party to the
other.  Notices  shall be effective on the date received if delivered by hand or
by  facsimile,  on  the  next  business day following delivery thereof to an air
courier for overnight delivery, and on the third business day after deposit into
the  United  States  mail,  postage  prepaid.

          If  to  CTT:

     Mr. John Nano
     President and Chief Executive Officer
     Competitive Technologies, Inc.
     777 Commerce Drive, Suite 100
     Fairfield, CT  06825

<PAGE>

           With  a  copy  to:

     Stephen  Sale,  Esq.
     Sale  &  Quinn,  P.C.
     910  Sixteenth  Street,  N.W.
     Fifth  Floor
     Washington,  DC  20006-2992

          If  to  AGROFRUT:

     Agrofrut  E.U.
     Carrera  Primero  Oest  717
     Apartado  1401
     Penta  Teracita
     Cali,  Colombia
     ATTN  :  Sra.  Betty  Rios  Valencia,  President

           If  to  AGROFRUT  Shareholder:

     Sra.  Betty  Rios  Valencia
     Carrera  Primero  Oest  717
     Apartado  1401
     Penta  Teracita
     Cali,  Colombia

15.     CONFIDENTIALITY:  The  Parties  shall hold in confidence the proprietary
information  relating  to  AGROFRUT's  Products  and  CTT's marketing and sales.
Neither  Party  shall  disclose,
without  the  other  Party's  prior  consent  to any third party (other than its
respective  employees, directors, officers, attorneys and agents engaged in this
transaction,  in  their  capacity  as  such,  on  a  need-to-know  basis),  any
information  with  respect  to  proprietary  information  relating to AGROFRUT's
Products  and  CTT's marketing and sales except:  (a) to the extent necessary to
comply  with  law  or  the  valid order of a court of competent jurisdiction, in
which  event the party making such disclosure shall so notify the other party as
promptly as practicable (if possible, prior to making such disclosure) and shall
seek  confidential  treatment  of  such  information;  (b) as part of its normal
reporting  or  review  procedure  to  its  affiliated  company, banks, auditors,
investment  bankers,  underwriters,  third-party  participants  and/or attorneys
(collectively,  "Reporting Parties"), provided that such Reporting Parties agree
to  be  bound  by  the provisions of this Paragraph; (c) in order to enforce its
rights  pursuant  to  this Agreement; and (d) when such information is otherwise
publicly  available.

16.     INITIAL  PRESS  ANNOUNCEMENT:  The  Parties  agree  that  the timing and
content  of the initial announcement (if any) relating to the completion of this
Agreement  will  be  mutually coordinated and agreed upon before being issued by
CTT,  AGROFRUT  or  any  third  party.

<PAGE>

17.     ASSIGNMENT:  AGROFRUT  may  not assign, transfer, sell, mortgage, pledge
or  hypothecate  this  Agreement, or any interest herein or rights hereunder, in
whole  or  in  part, either voluntary or by operation of law (including, without
limitation,  by merger or consolidation or otherwise), without the prior written
consent  of  CTT,  except  that,  with CTT's prior written consent, AGROFRUT may
assign  this  Agreement  to  its successor or assigns, to any of its associated,
affiliated  and  subsidiary  companies  or  to  an  entity which acquires all or
substantially  all  of  its assets on the condition that assignee assumes all of
AGROFRUT's  obligations  hereunder;  provided,  however,  that AGROFRUT shall be
entitled  to assign from time to time its right to receive payments hereunder if
such  assignment  is  made  pursuant  to  a  signed,  written payment direction.

18.     FURTHER  INSTRUMENTS:  Each  Party hereto shall duly execute and deliver
to the other Party, any and all agreements, documents and instruments reasonably
required  by  the  other  Party  to carry out and to effectuate the purposes and
intent  of  this  Agreement.

19.     GOVERNING  LAW/DISPUTE  RESOLUTION:

        a.  Governing  Law.  The  substantive  laws  (as  distinguished from the
            --------------
choice  of  law rules) of the State of Delaware and The United States of America
applicable  to contracts made and performed entirely in the State of Connecticut
shall  govern  (i)  the  validity and interpretation of this Agreement, (ii) the
performance  by the Parties of their respective obligations hereunder, and (iii)
all other causes of action (whether sounding in contract or in tort) arising out
of  or  relating  to  this  Agreement  or  to the termination of this Agreement.

        b.  Dispute  Resolution.  The  Parties  hereto agree that any dispute or
           --------------------
controversy  relating  to  this  Agreement  shall  be  decided  by  a court with
jurisdiction  in  the State of Connecticut, and the Parties hereby submit to the
jurisdiction  of  such court.  The prevailing Party shall be entitled to collect
from  the  other  Party  all  of  its  legal  expenses  incurred  in said matter
including,  without  limitation,  reasonable  attorneys'  fees  and  costs.


     IN  WITNESS  WHEREOF,  the  Parties hereto have caused this Agreement to be
signed  the  day  and  year  first  written  above.

COMPETITIVE TECHNOLOGIES, INC.          AGROFRUT E.U.

/s/ John B. Nano                         /s/ Betty Rios Valencia
__________________________________          __________________________________
John B. Nano                                Betty Rios Valencia
President and Chief Executive Officer       President

                                   AGROFRUT  Shareholder

                                   /s/  Betty Rios Valencia
                                   __________________________________
                                   Betty Rios Valencia