Exhibit 10.1


      ASSIGNMENT OF PROMISSORY NOTES, TECHNOLOGY SERVICING
      AGREEMENT, NOTE PURCHASE AGREEMENT, SECURITY INTEREST
             AGREEMENT, AND INTERCREDITOR AGREEMENT


     THIS ASSIGNMENT OF THE PROMISSORY NOTES, THE SECURITY
INTEREST AGREEMENT, THE NOTE PURCHASE AGREEMENT, THE TECHNOLOGY
SERVICING AGREEMENT AND INTERCREDITOR AGREEMENT ("Assignment") is
made effective as of the 5th day of August, 2002, by and between
COMPETITIVE TECHNOLOGIES, INC., a Delaware corporation
("Assignor"), in favor of MRM ACQUISITIONS, LLC, a Texas limited
liability company ("Assignee").


                           WITNESSETH:

     WHEREAS, Assignor is the owner and holder of those certain
Promissory Notes (the "Notes"), executed by E.L. Specialists, Inc
("Borrower"), which are listed on attached Exhibit "A" and
incorporated herein;

     WHEREAS, Borrower has granted Assignor a security interest
in intellectual property, general intangibles and certain other
collateral (the "Collateral") of Borrower to secure the Notes,
pursuant to the Security Interest Agreement (the "Security
Agreement") attached hereto as Exhibit "B" and incorporated
herein;

     WHEREAS, the Notes and the Security Agreement are subject to
the Intercreditor Agreement, and Amendment #1 to the
Intercreditor Agreement, both executed by and between Assignor
and STARTECH Seed Fund I L.P. and STARTECH Seed Fund II L.P.
(predecessors in interest to Assignee) (collectively the
"Intercreditor Agreement"), which are attached hereto as Exhibit
"C" and incorporated herein; and

     WHEREAS, effective the 1st day of January, 2001, a
Technology Servicing Agreement, (the "Servicing Agreement"),
attached hereto as Exhibit "D", was entered into by and between
Borrower and Assignor;

     WHEREAS, effective January 12, 2001, a Note Purchase
Agreement (the "Note Purchase Agreement"), attached hereto as
Exhibit "E", was entered into by Borrower and Assignor;

     WHEREAS, the Assignor desires to convey to Assignee all of
its interest in the Notes, the Security Agreement, the Note
Purchase Agreement, the Servicing Agreement and the Intercreditor
Agreement effective August 5, 2002 and to release and relinquish
unto Assignee any and all rights, claims, liens, equities,
titles, liens, charges, claims, of every type whatsoever, whether
legal or equitable, choate or inchoate, to Assignee, its
successors and assigns;

     NOW, THEREFORE, for $200,000 U.S. in immediately available
funds, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged and confessed,
Assignor does hereby sell, assign, transfer, convey, release,
relinquish and deliver unto Assignee, its successors and assigns,
all of its interest in and to the Notes, the Security Agreement,
the Note Purchase Agreement, the Servicing Agreement and the
Intercreditor Agreement hereby to convey all of Assignor's right,
title and interest, legal or equitable, contingent, deferred or
otherwise, in and to the Notes, the Security Agreement, the Note
Purchase Agreement, the Servicing Agreement and the Intercreditor
Agreement, WITHOUT ANY RECOURSE, WARRANTY OR REPRESENTATION OF
ANY KIND WHATSOEVER EXCEPT THAT ASSIGNOR REPRESENTS AND WARRANTS.

     1.  THAT ASSIGNOR IS THE SOLE OWNER AND HOLDER OF THE NOTES,
THE SECURITY AGREEMENT, THE NOTE PURCHASE AGREEMENT, THE
SERVICING AGREEMENT AND THE INTERCREDITOR AGREEMENT AND HAS NOT
HERETOFORE ASSIGNED, PLEDGED, HYPOTHETICATED, RELEASED, WAIVED OR
DISCHARGED ANY INTEREST IN THE NOTES, THE SECURITY AGREEMENT, THE
NOTE PURCHASE AGREEMENT, THE SERVICING AGREEMENT, OR THE
INTERCREDITOR AGREEMENT; AND

     2.  THAT ASSIGNOR HAS NOT LICENSED OR OTHERWISE DISPOSED OF
OR DIMINISHED ANY OF THE COLLATERAL; AND

     3.  THAT ASSIGNOR HAS THE REQUISITE AUTHORITY TO MAKE THIS
ASSIGNMENT.

     4.  THE NOTES REPRESENT ALL DEBT OF ANY KIND WHATSOEVER OWED
OR OWING TO ASSIGNOR BY THE MAKER OF THE NOTES, ITS AFFILIATES,
OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS.

     OTHER THAN THE REPRESENTATIONS IN THE PRECEDING THREE (3)
SUBPARAGRAPHS, ASSIGNOR HAS NOT MADE AND MAKES NO REPRESENTATIONS
OR WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE
NOTES, SECURITY AGREEMENT, NOTE PURCHASE AGREEMENT, SERVICING
AGREEMENT AND INTERCREDITOR AGREEMENT BEING SOLD AND ASSIGNED.

     NOTHING HEREIN IS INTENDED BY THE PARTIES TO RELEASE OR
DISCHARGE ANY OF THE LIENS OR SECURITY SECURING THE NOTES, NOR
ARE SAID NOTES PAID, SATISFIED, RELEASED OR DISCHARGED HEREBY.

     BY ACCEPTING THIS ASSIGNMENT: (A) ASSIGNEE ACKNOWLEDGES THAT
ASSIGNOR HAS NOT MADE AND MAKES NO REPRESENTATIONS OR WARRANTIES,
EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE NOTES, SECURITY
AGREEMENT, NOTE PURCHASE AGREEMENT, SERVICING AGREEMENT AND
INTERCREDITOR AGREEMENT EXCEPT AS EXPRESSLY STATED HEREIN; (B)
ASSIGNEE REPRESENTS THAT IT HAS MADE ITS OWN INSPECTION AND
REVIEW OF THE NOTES, SECURITY AGREEMENT, NOTE PURCHASE AGREEMENT,
SERVICING AGREEMENT, AND INTERCREDITOR AGREEMENT AND INQUIRIES
INTO THE BORROWER, AND BASED SOLELY UPON ASSIGNEE'S OWN
INSPECTION AND REVIEW OF THE NOTES, SECURITY AGREEMENT, NOTE
PURCHASE AGREEMENT, SERVICING AGREEMENT AND INTERCREDITOR
AGREEMENT AND INQUIRIES INTO THE BORROWER, ASSIGNEE HAS
DETERMINED TO PURCHASE ALL OF ASSIGNOR'S INTEREST IN THE NOTES,
SECURITY AGREEMENT, NOTE PURCHASE AGREEMENT, SERVICING AGREEMENT
AND INTERCREDITOR AGREEMENT IN AN "AS IS" CONDITION, WITH ALL
FAULTS; AND (C) ASSIGNEE ACKNOWLEDGES THAT ASSIGNOR HAS ADVISED
ASSIGNEE THAT THE NOTES ARE IN DEFAULT.

     This instrument, and the rights and obligations of the
parties hereto past due, shall be governed by and construed and
enforced in accordance with the substantive laws of the state of
Texas.

     IN WITNESS WHEREOF, Assignor, has caused this Assignment to
be duly executed and delivered as of the date first above
written.



                         COMPETITIVE TECHNOLOGIES, INC.

                         By:  S/  E. P. Keiffer
                         Printed Name:  E. P. Keiffer
                         Title:  Attorney in Fact


                         MRM ACQUISITONS, LLC

                         By:  S/  Larry L. Sears
                         Printed Name:  Larry L. Sears
                         Title:  Vice President