Exhibit 10.1



     Effective November 18, 2002, Section 5(g) of the
Competitive Technologies, Inc. 2000 Directors Stock Option
Plan was revised and amended to read as follows:

     (g)  Termination of Option.  An Option shall terminate and
          shall not be exercisable if Grantee ceases to be a Director
          of the Company, as follows: (i) if such Grantee's
          directorship is terminated on account of death or permanent
          disability, Grantee or his or her successors or assigns may
          at any time within one year after termination of Grantee's
          directorship exercise the Option and (ii) if such Grantee's
          directorship is terminated for any reason other than death
          or permanent disability, Grantee or his or her successors or
          assigns may at any time within 180 days after termination of
          Grantee's directorship exercise the Option; provided that
          the Board shall have the discretion to amend Options
          previously granted to provide that such Options may continue
          to be exercisable for specified additional periods following
          termination of a Grantee's directorship, as authorized by
          the Board.  Notwithstanding the foregoing provisions of this
          Section 5(g), an Option may not be exercised to any extent
          by anyone after the expiration of its term.  For purposes of
          this Section 5(g), "permanent disability" shall mean a
          physical or mental impairment which is expected to be of
          long and continuous duration or expected to end in death,
          which impairment prevents the Grantee from performing his
          duties as a Director.  The determination of the Board as to
          whether a Grantee is permanently disabled shall be final and
          binding on all persons.