8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                         APRIL 19, 2007 (APRIL 17, 2007)
                DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

                         COMPETITIVE TECHNOLOGIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                    DELAWARE
                                    --------
                 (STATE OR OTHER JURISDICTION OF INCORPORATION)

                  1-8696                         36-2664428
                  ------                         ----------
          (COMMISSION FILE NUMBER)     (IRS EMPLOYER IDENTIFICATION NO.)


           777 COMMERCE DRIVE, SUITE 100, FAIRFIELD, CONNECTICUT 06825
           -----------------------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)

                                 (203) 368-6044
                                 --------------
               REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:

                                       N/A
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions

    Written communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)

     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

     Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR



     Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

Item  1.01.   Entry  into  A  Material  Definitive  Agreement

Effective  April  17,  2007  the  Registrant  entered  into the definitive Stock
Purchase  Agreement  (the  "Stock  Purchase  Agremeent") and Exclusive Marketing
Agreement  (the "Marketing Agreement") among the Registrant, Betty Rios Valencia
and  Agrofrut  E.U.  (the  "Terms  Sheet").  Pursuant  to  the  Stock  Purchase
Agreement,  the Registrant agreed to make a strategic investment of $750,000 for
5%  ownership of Agrofrut, with the right to exchange Registrant common stock to
acquire  up  to 100% of Agrofrut's remaining shares within 180 days.  The number
of  Registrant  Common  Shares  that  would  be delivered at Closing for 100% of
Agrofrut  will be determined by multiplying an independent valuation (subject to
both  an  appropriate  discount  factor  based  on  Agrofrut's stage of business
development  and  on approval by the Registrant's Board of Directors) by .95 and
dividing  the  result  by  the 110% of the 180-day weighted average price of CTT
shares,  for the period 90 days before the date of the Term Sheet and the period
90  days  beginning  on the date of the Term Sheet, as determined by the closing
price  and  trading  volume shown on the Consolidated Tape of the American Stock
Exchange  for  each  trading  day  in  the  180-day period.  The shares would be
issuable  as  restricted  shares.

Pursuant  to  the Marketing Agreement, for a period of 180 days from the date of
the Agreement the registrant has the right to an exclusive "first-refusal" basis
to  exploit  marketing  rights  worldwide for all Agrofrut products.  In lieu of
royalties  or other payments, during the arrangement Agrofrut and the Registrant
will  engage  in  a  division  of  revenues so that Agrofrut will receive 60% of
marketing  and  sales  proceeds and the Registrant will receive 40% of marketing
and  sales  proceeds.  Agrofrut  has  also agreed to consult with the Registrant
during  the period with respect to Agrofrut's output slate for Agrofrut products
and all key elements of the included products.  The Registrant and Agrofrut will
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.  Agrofrut will provide the Registrant with free
access  to  all  marketing and advertising materials prepared in connection with
each  product  release,  and the Registrant is free to utilize such materials in
marketing  the  products.

Ms.  Rios  Valencia, the principal shareholder of Agrofrut, is the spouse of Ben
Marcovitch, a director of the Registrant.  Mr. Marcovitch did not participate in
or  vote  on  approval  of  the  Agreement.

Agrofrut's  proprietary  technology  uses the biomass waste of pineapples, sugar
cane,  oranges,  grapefruits  and  other  agricultural  products to produce high
quality,  low  cost  nutraceutical  ingredients.  Agrofrut's valuable extraction
technology  produces  nutraceutical  ingredients  such  as bromelain and xylitol
among  other  important  by-products,  including  ethanol  and other alternative
fuels.  Upon execution of the definitive Stock Purchase Agreement and payment of
the  investment, the Registrant and Agrofrut will share revenue from the sale of
products  on  a  40/60%  basis respectively. The Registrant's investment will be
utilized  by Agrofrut to accelerate expansion of Agrofrut's extraction capacity.

Item  9.01  Financial  Statements  and  Exhibits
(c)  Exhibits.

10.2     Stock  Purchase  Agreement  among Competitive Technologies, Inc., Betty
Rios  Valencia  and  Agrofrut  E.U.

10.3     Exclusive  Marketing  Agreement  among  Competitive Technologies, Inc.,
Betty  Rios  Valencia  and  Agrofrut  E.U.

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                         COMPETITIVE TECHNOLOGIES, INC.
                                  (Registrant)

Dated: April 19, 2007                                        By: /s/John B. Nano
                                                             -------------------
                                                                    John B. Nano
                                            Chairman and Chief Executive Officer

EX-10.2

7

                                 STOCK PURCHASE
                                      AMONG
                         COMPETITIVE TECHNOLOGIES, INC.,
                              BETTY RIOS VALENCIA,
                                       AND
                                  AGROFRUT E.U.
                                  -------------

                                 APRIL 17, 2007


     THIS STOCK PURCHASE AGREEMENT (the "Agreement") is entered into as of April
17,  2007,  by  and among Competitive Technologies, Inc., a Delaware corporation
("CTT"),  Betty  Rios  Valencia  ("Agrofrut  Shareholder")  and Agrofrut E.U., a
Colombian  corporation  ("Agrofrut").

     WHEREAS,  Agrofrut  has developed proprietary technology for the extraction
of  micronutrients  and  nutraceutical  compounds from organic materials and for
certain  other  nanoprocessing  of  organic  materials;

     WHEREAS,  CTT seeks to acquire the technology developed by Agrofrut and the
nutraceutical  compounds  produced  by  Agrofrut  and  to  be  marketed  by CTT;

     WHEREAS,  for these purposes, CTT is willing to make a strategic investment
in  Agrofrut  and  Agrofrut is willing to issue shares of Agrofrut voting common
stock  ("Shares")  to  CTT  in  return  for  CTT's  strategic  investment;

     WHEREAS,  in return for CTT's strategic investment in Agrofrut, Agrofrut is
willing  to  issue  CTT  5%  (five  percent)  of Agrofrut's Shares and exclusive
marketing  rights,  and Agrofrut Shareholder is willing to agree to exchange her
Shares  in  Agrofrut  with CTT for Shares in CTT in accordance with the terms of
this  Agreement,  the  accompanying  Term  Sheet  and the Exchange Agreement and
Ancillary  Agreements  that  would  fully  implement  the  Term  Sheet;

     WHEREAS,  CTT,  Agrofrut  Shareholder and Agrofrut are entering into a Term
Sheet  for  an  Exchange  Agreement,  dated as of the date hereof (the "Exchange
Agreement"), which provides, among other things, for CTT's acquisition of all of
the  Shares  of  Agrofrut  Shareholder  (such  exchange,  along  with  the other
transactions  contemplated  by  the  Exchange  Agreement, are referred to as the
"Transactions"),  for  CTT  to  have  exclusive  marketing  rights to Agrofrut's
Products  and for Agrofrut to issue to CTT 5% (five percent) of Agrofrut's Stock
as  a  strategic  investment  by  CTT;

     WHEREAS,  as  a condition and inducement to CTT's willingness to enter into
the  Term  Sheet,  CTT has requested that Agrofrut Shareholder agree to exchange
all  of  Agrofrut  Shareholder's Shares of Agrofrut Common Stock, par value $100
pesos  colombianos  per share (the "Common Stock"), for CTT stock upon the terms
and  subject  to  the  conditions  hereof;  and

                                        1


     WHEREAS,  in  order  to  induce  CTT  to enter into the Term Sheet and this
Agreement,  Agrofrut Shareholder is willing to agree to the exchange pursuant to
the  Term  Sheet;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
and  agreements  set  forth  herein,  the  parties  hereto  agree  as  follows:

     1.  Purchase  and  Sale  of  Agrofrut  Shares.  Upon  execution  of  this
         -----------------------------------------
Agreement,  the Term Sheet and the Exclusive Marketing Agreement, Agrofrut shall
deliver  to  CTT  a  certificate  representing Shares of Agrofrut's common stock
equal  to  5%  (five  percent) of the Shares of Agrofrut's Common Stock that are
issued  and  outstanding following Agrofrut's issuance of Shares of Common Stock
to  CTT in consideration of the purchase price set forth in this Agreement.  The
certificate  representing the Agrofrut Shares of Common Stock shall have all the
necessary  documentary  transfer  tax  stamps  affixed thereto at the expense of
Agrofrut.  Agrofrut shall deliver the certificate representing the Shares to CTT
upon  payment  by  CTT.

    2.  Conditions  to  Delivery  of  Shares.  Agrofrut's  obligation to deliver
        ------------------------------------
2,500 Shares representing 5% (five percent) of Agrofrut's Stock upon exercise of
the  Option  is subject only to the conditions that (a) a disinterested majority
of  CTT's Board of Directors approve this transaction, (b) Agrofrut Shareholder,
CTT  and  Agrofrut  agree  to  the Term Sheet, (c) Agrofrut Shareholder, CTT and
Agrofrut  agree  to  the Exclusive Marketing Agreement, and (d) CTT pay Agrofrut
$750,000  (Seven  Hundred  Fifty  Thousand  United  States  Dollars).

    3.  Payment  for  Agrofrut  Equity.  The  parties  agree  that CTT shall pay
        ------------------------------
Agrofrut  the  amount  of  $750,000  (Seven Hundred Fifty Thousand United States
Dollars)  as  good,  valuable  and  binding  consideration  to  Agrofrut for the
purchase  of  5%  (five  percent)  of  Agrofrut's  Shares  of  Common  Stock, as
consideration  for  entering into an Exclusive Marketing Agreement with CTT, and
as  consideration  for Agrofrut Shareholder.  If the Exchange Agreement does not
close  within  180  (one  hundred  eighty)  days  due  to  the fault of Agrofrut
Shareholder  or  Agrofrut,  then  CTT shall have the greater of an additional 30
(thirty)  days  or  10  (ten)  days  after  the fault of Agrofrut Shareholder or
Agrofrut  is  remedied  to  close  the  Exchange  Agreement.

     4.  The  Exchange.  Contemporaneously  herewith,  CTT, Agrofrut Shareholder
         -------------
and  Agrofrut  are  entering  into  the  Term  Sheet for the Exchange Agreement.
Subject  to  the  other  terms  and  conditions  set  forth  herein,  Agrofrut
Shareholder,  Agrofrut  and CTT agree that CTT shall acquire all of the Agrofrut
Shares  of Common Stock amounting to 50,000 shares in exchange for the number of
CTT's  shares determined by (i) multiplying by .95 the amount of the independent
valuation  of Agrofrut that a disinterested majority of CTT's Board of Directors
has  approved; and (ii) dividing the result by 110% (One Hundred Ten Percent) of
the  180-day  (one hundred eighty) weighted average price of CTT shares, for the
period  90  days  before  the  date  of  this  Term Sheet and the period 90 days
beginning on the date of this Term Sheet, as determined by the closing price and
trading volume shown on the Consolidated Tape of the American Stock Exchange for
each  trading day in the 180-day (one hundred eight) period ("CTT Share Value").
The Exchange shall close within 180 (one hundred eighty) days in accordance with
the  Term Sheet and the Agreement, and documents implementing the Term Sheet and
consequent  Exchange.

                                        2


      5.   Representations  and Warranties of Agrofrut and Agrofrut Shareholder.
           --------------------------------------------------------------------
Agrofrut  and  Agrofrut  Shareholder  represent  and  warrant  to CTT that:  (a)
Agrofrut  is a corporation duly organized, validly existing and in good standing
under the laws of the Republic of Colombia and has the requisite corporate power
and authority to enter into and to perform this Agreement; (b) the execution and
delivery  of  this  Agreement  by  Agrofrut  and  Agrofrut  Shareholder  and the
consummation  by  them  of  the  transactions contemplated hereby have been duly
authorized  by  Agrofrut's  Board of Directors, and this Agreement has been duly
executed  and delivered by a duly authorized officer of Agrofrut and constitutes
a valid and binding obligation of Agrofrut and Agrofrut Shareholder, enforceable
in  accordance  with  its  terms,  subject to bankruptcy, insolvency, fraudulent
transfer,  reorganization,  moratorium and similar laws of general applicability
relating  to or affecting creditors' rights and to general principles of equity;
(c) Agrofrut and Agrofrut Shareholder have taken all necessary corporate actions
to  authorize  and  to reserve the Shares issuable under this Agreement, and the
Shares,  when  issued  and  delivered  as  contemplated  hereby,  will  be  duly
authorized,  validly  issued,  fully paid and non-assessable, free of preemptive
rights and with all necessary documentary transfer tax stamps affixed thereto at
the  expense  of  Agrofrut;  (d) the execution and delivery of this Agreement by
Agrofrut  and  Agrofrut  Shareholder  and  the  consummation  by  them  of  the
transactions contemplated hereby do not require the consent, waiver, approval or
authorization  of or any filing with any person or public authority and will not
violate,  result  in a breach of or the acceleration of any obligation under, or
constitute  a  default  under,  any  provision  of  Agrofrut's  certificate  of
incorporation  or  bylaws,  or  any  material  indenture, mortgage, lien, lease,
agreement,  contract,  instrument,  order,  law,  rule,  regulation,  judgment,
ordinance or decree, or restriction by which Agrofrut or Agrofrut Shareholder or
any  of  their  respective  properties  or assets is bound; (e) no anti-takeover
provision  contained  in  the certificate of incorporation or bylaws of Agrofrut
is,  or  shall  be,  applicable  to any of the transactions contemplated by this
Agreement, and Agrofrut's Board of Directors has taken all action to approve the
transactions  contemplated  hereby  to  the  extent  necessary to avoid any such
application  to  the  Transactions and not violate any such provision or require
any  shareholder  vote;  (f)  Agrofrut  Shareholder  and Agrofrut have taken all
corporate and individual actions necessary so that the Option may be granted and
subsequently  exercised by CTT; (g) Agrofrut has no other Shares of Common Stock
or  any  other  equity  or debt securities issued and outstanding other than the
Shares  of  Agrofrut Common Stock that are subject to this Agreement or owned by
Agrofrut  Shareholder  and  subject  to  the  Exchange  provided  for  in  the
accompanying  Term  Sheet;  and  (h)  Agrofrut  has  no  subsidiary,  parent  or
affiliated  corporation  or  other  affiliated  entity.

     6.   Representations and Warranties of CTT.  CTT represents and warrants to
          -------------------------------------
Agrofrut  Shareholder and Agrofrut that:  (a) the execution and delivery of this
Agreement  by  CTT  and  the consummation by it of the transactions contemplated
hereby  have  been duly authorized by all necessary corporate action on the part
of  CTT,  and  this  Agreement  has  been  duly executed and delivered by a duly
authorized officer of CTT and constitutes a valid and binding obligation of CTT;
(b)  CTT  is acquiring Agrofrut's Shares for its own account and not with a view
to  distribution  or  resale  in  any  manner which would be in violation of the
Securities Act; (c) CTT is a corporation duly organized, validly existing and in
good  standing  under  the  laws  of the State of Delaware and has the requisite
corporate  power and authority to enter into and perform this Agreement; (d) the
execution  and  delivery  of this Agreement by CTT and the consummation by it of

                                        3


the  transactions  contemplated hereby have been duly authorized by the Board of
Directors of Agrofrut and Agrofrut Shareholder, and this Agreement has been duly
executed  and  delivered  by  a duly authorized officer of CTT and constitutes a
valid  and  binding obligation of CTT, enforceable in accordance with its terms,
subject  to  bankruptcy,  insolvency,  fraudulent  transfer,  reorganization,
moratorium  and  similar  laws of general applicability relating to or affecting
creditors'  rights  and  to  general principles of equity; (e) CTT has taken all
necessary  corporate action to authorize and to reserve the Shares issuable upon
exercise  of  the  Option and the Shares, when issued and delivered by CTT (upon
closing  of the Exchange and delivery of Agrofrut Shares by Agrofrut Shareholder
as contemplated hereby), will be duly authorized, validly issued, fully paid and
non-assessable  and free of preemptive rights; (f) the execution and delivery of
this  Agreement  by  CTT  and  the  consummation  by  it  of  the  transactions
contemplated  hereby  do  not  require  the  consent,  waiver,  approval  or
authorization  of or any filing with any person or public authority and will not
violate,  result  in a breach of or the acceleration of any obligation under, or
constitute  a default under, any provision of Agrofrut Shareholder's certificate
of  incorporation  or  bylaws, or any material indenture, mortgage, lien, lease,
agreement,  contract,  instrument,  order,  law,  rule,  regulation,  judgment,
ordinance  or  decree, or restriction by which CTT or any of its subsidiaries or
any  of their respective properties or assets is bound; and (g) no anti-takeover
provision  contained in the certificate of incorporation or bylaws of CTT is, or
shall  be, applicable to any of the transactions contemplated by this Agreement,
and  the  Board  of  Directors  of  CTT  has  taken  all  action  to approve the
transactions  contemplated  hereby  to  the  extent  necessary to avoid any such
application  to  the  Transactions and not violate any such provision or require
any  shareholder  vote.

     7.   Covenants  of  Agrofrut Shareholder and Agrofrut.  After the execution
          ------------------------------------------------
of this Agreement and the Term Sheet, Agrofrut Shareholder and Agrofrut covenant
that  they shall not take, and shall not allow to be taken, any of the following
actions  unless  Agrofrut  Shareholder and Agrofrut have both received the prior
written approval of CTT:  (a) amending the articles of incorporation, by-laws or
corporate  charter  of  Agrofrut;  (b) sale or exchange of assets valued at more
than  $10,000  (U.S.)  or intellectual property or other rights of Agrofrut; (c)
sale  or  exchange  of  any  interest in Agrofrut to a new owner; (d) taking any
action  which would cause the dilution of CTT's or the Exchange Party's interest
in  Agrofrut;  (e)  extending  the  purposes  for which Agrofrut is organized or
operating;  (f)  entering  into  any agreement for the sharing of profits or for
joint  ventures  with  any  person or entity engaging in any business or venture
with  Agrofrut;  (g)  acquiring  or  merging  with any business or executing any
agreement  to  operate  any  business; (h) engaging in any other means of equity
financing;  (i)  lending of Agrofrut funds; (j) filing or consenting to filing a
petition  for  or  against  Agrofrut  under  any  federal  or  state bankruptcy,
insolvency  or  reorganization  act;  (k) establishing a program to allow one or
more  key  employees  to  be awarded options or appreciation rights by Agrofrut;
and/or  (l)  making  any  assignment  for  the  benefit  of  creditors.

      8.  Expenses.  Each  party  hereto  shall pay its own expenses incurred in
          --------
connection  with  this  Agreement,  except  as  otherwise  specifically provided
herein.

     9.  Specific  Performance.  Agrofrut  Shareholder  and Agrofrut acknowledge
         ---------------------
that  if  Agrofrut  Shareholder  and/or  Agrofrut  fail  to perform any of their
obligations under this Agreement, immediate and irreparable harm or injury would
be  caused  to  CTT for which money damages would not be an adequate remedy.  In
such  event,  Agrofrut  Shareholder  and  Agrofrut agree that CTT shall have the
right,  in  addition to any other rights it may have, to specific performance of

                                        4


this  Agreement.  Accordingly,  if  CTT should institute an action or proceeding
seeking  specific enforcement of the provisions hereof, Agrofrut Shareholder and
Agrofrut  hereby  waive  the claim or defense that CTT has an adequate remedy at
law and hereby agree not to assert in any such action or proceeding the claim or
defense  that  such  a  remedy at law exists.  Agrofrut Shareholder and Agrofrut
further  agree to waive any requirements for the securing or posting of any bond
in  connection  with  obtaining  any  such  equitable  relief.

     10.  Notice.  All  notices,  requests,  demands  and  other  communications
          ------
hereunder  shall be deemed to have been duly given and made if in writing and if
served  by personal delivery upon the party for whom it is intended or delivered
by  registered  or  certified  mail,  return  receipt  requested, or, if sent by
facsimile transmission, upon receipt of oral confirmation that such transmission
has  been  received, to the person at the address set forth below, or such other
address  as  may be designated in writing hereafter, in the same manner, by such
person:

If  to  CTT:

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

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

                                        5


If  to  Agrofrut  Shareholder:

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

     11.  Parties in Interest.  This Agreement shall inure to the benefit of and
          -------------------
be  binding  upon  the  parties  named  herein  and their respective successors.
Nothing  in  this  Agreement, express or implied, is intended to confer upon any
person  or  entity  other  than  Agrofrut Shareholder, Agrofrut or CTT, or their
successors,  any  rights  or  remedies  under  or  by  reason of this Agreement.

     12.  In  Pari  Materia; Amendments.  This Stock Purchase Agreement shall be
          -----------------------------
construed  in  conjunction  with  and  to  accord  full  effect to the Exclusive
Marketing  Agreement and Term Sheet executed simultaneously herewith, and to any
Exchange  Agreement and all Ancillary Agreements implementing the Term Sheet and
Exchange  Agreement,  and  together  they contain the entire agreement among the
parties hereto with respect to the subject matter hereof and supersede all prior
and contemporaneous agreements and understandings, oral or written, with respect
to  such  Transactions.  This  Agreement may not be changed, amended or modified
orally,  but  may be changed only by an agreement in writing signed by the party
against  whom  any  waiver,  change, amendment, modification or discharge may be
sought.

     13.  Assignment.  No  party  to this Agreement may assign any of its rights
          ----------
or  obligations  under  this  Agreement without the prior written consent of the
other  party  hereto,  except  that  CTT  may  assign its rights and obligations
hereunder  to a direct or indirect wholly owned subsidiary, but no such transfer
shall  relieve  CTT  of  its  obligations  hereunder if such transferee does not
perform  such  obligations.

     14.  Headings.  The  section  headings  herein are for convenience only and
          --------
shall  not  affect  the  construction  of  this  Agreement.

      15.  Counterparts.  This  Agreement  may  be  executed  in  any  number of
           ------------
counterparts,  each  of  which, when executed, shall be deemed to be an original
and  all  of  which  together  shall  constitute  one  and  the  same  document.

     16.  Facsimiles.  Facsimiles of original signatures of the parties shall be
          ----------
binding  and  shall  be  deemed  original  signatures  for  all  purposes.

     17.  Governing  Law.  This  Agreement shall be governed by and construed in
          --------------
accordance  with the laws of the State of Delaware (without regard to principles
of conflicts of law).  Any action relating to this Agreement shall be brought in
a  court  in  the  State  of  Connecticut.

     18.  Termination.  This  Agreement  shall  be  terminable  by  CTT,  at its
          -----------
option,  in  180 (one hundred eighty) days if the Agreement is not performed due
to  the  fault  of  Agrofrut  or  Agrofrut Shareholder.  All representations and
warranties contained in this Agreement shall survive delivery of and payment for
the  Shares.

                                        6


     19.  Severability.  If any term, provision, covenant or restriction of this
          ------------
Agreement  is  held  by a court of competent jurisdiction to be invalid, void or
unenforceable,  the  remainder  of  the  terms,  provisions,  covenants  and
restrictions  of this Agreement shall remain in full force and effect, and shall
in  no  way  be  affected,  impaired  or  invalidated.

      IN  WITNESS  WHEREOF,  CTT,  Agrofrut Shareholder and Agrofrut have caused
this Agreement to be duly executed and delivered on the day and year first above
written.


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



Dated: April 17, 2007
                                   /s/ Betty Rios Valencia
                                   ___________________________________
                                   Betty  Rios  Valencia
                                   Individually

EX-10.3

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



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.



        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



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.



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.



        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.



        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.



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



           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.



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