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

                          JUNE 2, 2010 (JUNE 1, 2010)
                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, 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 (17
     CFR 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 240.14d-2(b))

[ ]  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

On June 1, 2010, we signed a common stock purchase agreement with Crisnic Fund
SA, a Costa Rican investment corporation, for the purchase of 2,000,000 shares
of our common stock at 85% of the volume weighted average price of our common
stock on the date the registration statement with respect to such shares is
declared effective by the US Securities and Exchange Commission.  Concurrently
with entering into the common stock purchase agreement, we entered into a
registration rights agreement with Crisnic Fund SA.  Under the registration
rights agreement, we agreed to file a registration statement related to the
transaction with the U.S. Securities & Exchange Commission ("SEC") covering the
shares that will be issued to Crisnic Fund SA under the common stock purchase
agreement.  On June 2, 2010 we amended the agreement to provide for earlier
payment of proceeds to CTT.

In consideration for entering into the agreement, upon execution of the common
stock purchase agreement we will issue to Crisnic Fund SA 75,000 shares of our
common stock as a fee upon approval from the NYSE Amex Equities stock market.
The common stock purchase agreement may be terminated by us at any time at our
discretion without any cost to us.  There are no negative covenants,
restrictions on future fundings, penalties or liquidated damages in the
agreement.  The proceeds received by the Company under the common stock purchase
agreement will be used to fund general corporate operations, including without
limitation the marketing and sale of our pain management device.

The foregoing description of the common stock purchase agreement and the
registration rights agreement are qualified in their entirety by reference to
the full text of the common stock purchase agreement, amendment no. 1 to the
common stock purchase agreement, and the registration rights agreement, copies
of each of which are attached hereto as Exhibits 10.1, 10.2 and 10.3,
respectively, and each of which is incorporated herein in its entirety by
reference.

ITEM 3.02    UNREGISTERED SALES OF EQUITY SECURITIES.

The information contained above in Item 1.01 is hereby incorporated by reference
into this Item 3.02.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

10.1 Common Stock Purchase Agreement, dated as of June 1, 2010, by and between
     the Company and Crisnic Fund SA.

10.2 Amendment No. 1 to Common Stock Purchase Agreement, dated as of June 2,
     2010, by and between the Company and Crisnic Fund SA.

10.3 Registration Rights Agreement, dated as of June 1, 2010, by and between the
     Company and Crisnic Fund SA.

99.1 Press Release.


                                   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: June 2, 2010           By: \s\ John B. Nano
                                  ----------------
                              John B. Nano
                              Chairman and Chief Executive Officer

EX-10.1

Exhibit 10.1

                        COMMON STOCK PURCHASE AGREEMENT

     THIS  COMMON  STOCK PURCHASE AGREEMENT dated as of the 1st day of June 2010
(the  "Agreement")  is  by and between Crisnic Fund SA, a Costa Rican Investment
corporation  (the  "Investor"), and Competitive Technologies Inc., a corporation
                    --------
organized  and existing under the laws of the State of Delaware (the "Company").

     WHEREAS, the parties desire that, upon the terms and subject to the
conditions contained herein, the Company shall issue and sell to the Investor,
and the Investor shall purchase from the Company up to Two Million Shares
(2,000,000) of the Company's common stock, par value $0.001 per share (the
"Shares").
 ------

                                   ARTICLE I.
                              Certain Definitions

     Section 1.1.     "Closing" shall mean the purchase and sale of Common Stock
pursuant to Section 2.2.

     Section 1.2.     "Common Stock" shall mean the Company's registered common
stock, par value $0.001 per share.

     Section 1.3.   "Damages" shall mean any loss, claim, damage, liability,
costs and expenses (including, without limitation, reasonable attorney's fees
and disbursements and costs and expenses of expert witnesses and investigation).

     Section 1.4.   "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder.

     Section 1.5.   "Material Adverse Effect" shall mean any condition,
circumstance, or situation that would prohibit or otherwise materially interfere
with the ability of the Company to enter into and perform any of its obligations
under this Agreement.

     Section 1.6.   "Market Price" shall mean the volume weighted average price
of the Company's Common Stock at  the close of business on the Effective Date.

     Section 1.7.  "Effective Date" shall be the first business day following
the effectiveness of a registration statement filed by the Company with  the SEC
for the Shares and the Underwriter Fee Shares.

     Section 1.8.   "FINRA" shall mean the Financial Industry Regulatory
Authority, Inc. formally known as the National Association of Securities
Dealers, Inc.

     Section 1.9.   "Person" shall mean an individual, a corporation, a
partnership, an association, a trust or other entity or organization, including
a government or political subdivision or an agency or instrumentality thereof.


     Section 1.10.   "Principal Market" shall mean the Nasdaq National Market,
the Nasdaq Capital Market, the American Stock Exchange, the OTC Bulletin Board
or the New York Stock Exchange Amex Equities Market, whichever is at the time
the principal trading exchange or market for the Common Stock.  The Company's
current market is the NYSE Amex Equities Market.

     Section 1.11.   "Purchase Price" shall be set at Eighty Five (85%) of the
Market Price on the Effective Date.

     Section 1.12.   "SEC" shall mean the United States Securities and Exchange
Commission.

     Section 1.13.   "Securities Act" shall have the meaning set forth in the
recitals of this Agreement.

     Section 1.14.   "SEC Documents" shall mean Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and Proxy Statements
of the Company as supplemented to the date hereof, filed by the Company for a
period of at least twelve (12) months immediately preceding the date hereof.

     Section 1.15.   "Trading Day" shall mean any day during which the
placeStateNew York Stock Exchange shall be open for business.

     Section 1.16     "Transfer Day" shall mean the day Investor receives the
amount of shares sold by the Company to the Investor pursuant to this agreement
which is intended to be the first trading day after the Effective Date.

     Section 1.17.  "Underwriter Fee Shares" shall mean 75,000 shares of the
Company's Common Stock issued to the Investor as an underwriter fee.

                                   ARTICLE II


    2.1   Sale and Purchase

     Subject to the terms and conditions of this agreement the Company shall
have the right but not the obligation to issue and sell to Investor, and
Investor shall purchase, up to Two Million Shares (2,000,000) of the Company's
common stock, par value $0.001 per share, at the Purchase Price.

   2.2   Closing

     On the Transfer Day, the Company shall deliver by DWAC transfer up to Two
Million (2,000,000) Shares of the Common Stock registered in the name of the
Investor.  Fourteen (14) business days following the Transfer Day, the Investor
shall deliver to the Company the amount of funds representing the Purchase Price
by wire transfer (the "Payment Date").  To the extent the Company has not paid
the fees, expenses, and disbursements of the Investor in accordance


with Section 10.4, the amount of such fees, expenses, and disbursements may be
deducted by the Investor (and shall be paid to the relevant party) directly out
of the proceeds of the Purchase Price.

     (a)  Company's Obligations Upon Closing.

          (i)  The Company shall deliver to the Investor the shares of Common
Stock in accordance with Section 2.2.  The Shares shall be free of restrictive
legends.

          (ii)  The Company's Registration Statement with respect to the resale
of the Shares and the Underwriter Fee Shares shall have been declared effective
by the SEC;

          (iii) The Company shall have obtained all material permits and
qualifications required by any applicable state for the offer and sale of the
Common Stock.  The sale and issuance of said Common Stock shall be legally
permitted by all laws and regulations to which the Company is subject;

          (iv)  The Company shall have filed with the SEC in a timely manner all
reports, notices and other documents required of a "reporting company" under the
Exchange Act and applicable Commission regulations;

          (v)  The fees as set forth in Section 10.4 below shall have been paid
or can be withheld as provided in Section 2.2; and

          (vi)  The Company's transfer agent shall be DWAC eligible.

     (b)  Investor's Obligations Upon Closing.  Upon receipt of the Shares
referenced in Section 2.2 above and provided the Company is in compliance with
its obligations in Section 2.2(a), the Investor shall deliver to the Company the
amount of the Purchase Price by wire transfer on the Payment Date.


                                  ARTICLE III.
                   Representations and Warranties of Investor

     Investor hereby represents and warrants to, and agrees with, the Company
that the following are true and correct as of the date hereof

     Section 3.1.     Organization and Authorization.  The Investor is duly
incorporated or organized and validly existing in the jurisdiction of its
incorporation or organization and has all requisite power and authority to
purchase and hold the securities issuable hereunder.  The decision to invest and
the execution and delivery of this Agreement by such Investor, the performance
by such Investor of its obligations hereunder and the consummation by such
Investor of the transactions contemplated hereby have been duly authorized and
requires no other proceedings on the part of the Investor.  The undersigned has
the right, power and authority to execute and deliver this Agreement and all
other instruments (including, without limitations, the


Registration Rights Agreement), on behalf of the Investor.  This Agreement has
been duly executed and delivered by the Investor and, assuming the execution and
delivery hereof and acceptance thereof by the Company, will constitute the
legal, valid and binding obligations of the Investor, enforceable against the
Investor in accordance with its terms.

     Section 3.2.     Evaluation of Risks.  The Investor has such knowledge and
experience in financial, tax and business matters as to be capable of evaluating
the merits and risks of, and bearing the economic risks entailed by, an
investment in the Company and of protecting its interests in connection with
this transaction.  It recognizes that its investment in the Company involves a
high degree of risk.

     Section 3.3.     No Legal Advice From the Company.  The Investor
acknowledges that it had the opportunity to review this Agreement and the
transactions contemplated by this Agreement with his or its own legal counsel
and investment and tax advisors.  The Investor is relying solely on such counsel
and advisors and not on any statements or representations of the Company or any
of its representatives or agents for legal, tax or investment advice with
respect to this investment, the transactions contemplated by this Agreement or
the securities laws of any jurisdiction.

     Section 3.4.     Investment Purpose. The securities are being purchased by
the Investor for its own account, and for investment purposes.  The Investor
agrees not to assign or in any way transfer the Investor's rights to the
securities or any interest therein and acknowledges that the Company will not
recognize any purported assignment or transfer except in accordance with
applicable Federal and state securities laws.  No other person has or will have
a direct or indirect beneficial interest in the securities.  The Investor agrees
not to sell, hypothecate or otherwise transfer the Investor's securities unless
the securities are registered under Federal and applicable state securities laws
or unless, in the opinion of counsel satisfactory to the Company, an exemption
from such laws is available.

     Section 3.5.     Information.  The Investor and its advisors (and its
counsel), if any, have been furnished with the SEC Documents and any and all
other materials relating to the business, finances and operations of the Company
and information it deemed material to making an informed investment decision.
The Investor and its advisors, if any, have been afforded the opportunity to ask
questions of the Company and its management.  Neither such inquiries nor any
other due diligence investigations conducted by such Investor or its advisors,
if any, or its representatives shall modify, amend or affect the Investor's
right to rely on the Company's representations and warranties contained in this
Agreement.  The Investor understands that its investment involves a high degree
of risk.  The Investor is in a position regarding the Company, which, based upon
employment, family relationship or economic bargaining power, enabled and
enables such Investor to obtain information from the Company in order to
evaluate the merits and risks of this investment.  The Investor has sought such
accounting, legal and tax advice, as it has considered necessary to make an
informed investment decision with respect to this transaction.

     Section 3.6.     Receipt of Documents. The Investor and its counsel have
received and read in their entirety:  (i) this Agreement and the Exhibits
annexed hereto; (ii) all due diligence


and other information necessary to verify the accuracy and completeness of such
representations, warranties and covenants; (iii) the Company's Form 10-K for the
year ended July 31, 2009; and (iv) answers to all questions the Investor
submitted to the Company regarding an investment in the Company; and the
Investor has relied on the information contained therein and has not been
furnished any other documents, literature, memorandum or prospectus.


     Section 3.7.     No General Solicitation.  Neither the Company, nor any of
its affiliates, nor any person acting on its or their behalf, has engaged in any
form of general solicitation or general advertising (within the meaning of
Regulation D under the Securities Act) in connection with the offer or sale of
the shares of Common Stock offered hereby.

     Section 3.8.   Not an Affiliate.  The Investor is not an officer, director
or a person that directly, or indirectly through one or more intermediaries,
controls or is controlled by, or is under common control with the Company or any
"Affiliate" of the Company (as that term is defined in Rule 405 of the
Securities Act).

     Section 3.9.   Trading Activities.  The Investor's trading activities with
respect to the Company's Common Stock shall be in compliance with all applicable
federal and state securities laws, rules and regulations and the rules and
regulations of the Principal Market on which the Company's Common Stock is
listed or traded.

     Section 3.10.  Accredited Investor Status.  The Investor is an "accredited
investor" as that term is defined in Rule 501(a)(3) of Regulation D.

     Section 3.11.  No Prior Short Selling.  The Investor represents and
warrants to the Company that at no time prior to the date of this Agreement has
any of the Investor, its agents, representatives or affiliates engaged in or
effected, in any manner whatsoever, directly or indirectly, any (i) "short sale"
(as such term is defined in Section 242.200 of Regulation SHO of the Exchange
Act of the Common Stock or (ii) hedging transaction, which establishes a net
short position with respect to the Common Stock.


                                  ARTICLE IV.
                 Representations and Warranties of the Company


     Except as stated below, on the disclosure schedules attached hereto or in
the SEC Documents (as defined herein), the Company hereby represents and
warrants to, and covenants with, the Investor that the following are true and
correct as of the date hereof:

     Section 4.1.     Organization and Qualification.  The Company is duly
incorporated or organized and validly existing in the jurisdiction of its
incorporation or organization and has all requisite corporate power to own its
properties and to carry on its business as now being conducted.  Each of the
Company and its subsidiaries is duly qualified as a foreign corporation to do
business and is in good standing in every jurisdiction in which the nature of
the business


conducted by it makes such qualification necessary, except to the extent that
the failure to be so qualified or be in good standing would not have a Material
Adverse Effect on the Company and its subsidiaries taken as a whole.

     Section 4.2.     Authorization, Enforcement, Compliance with Other
Instruments.  (i) The Company has the requisite corporate power and authority to
enter into and perform this Agreement, and any related agreements, in accordance
with the terms hereof and thereof, (ii) the execution and delivery of this
Agreement, and any related agreements by the Company and the consummation by it
of the transactions contemplated hereby and thereby, have been duly authorized
by the Company's Board of Directors and no further consent or authorization is
required by the Company, its Board of Directors or its stockholders, (iii) this
Agreement and any related agreements have been duly executed and delivered by
the Company, (iv) this Agreement, and the Registration Rights Agreement and
assuming the execution and delivery thereof and acceptance by the Investor and
any related agreements constitute the valid and binding obligations of the
Company enforceable against the Company in accordance with their terms, except
as such enforceability may be limited by general principles of equity or
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or
similar laws relating to, or affecting generally, the enforcement of creditors'
rights and remedies.

     Section 4.3.     Capitalization.  The authorized capital stock of the
Company consists of 20,000,000 shares of Common Stock and 35,920 shares of
Preferred Stock, $0.001 par value per share ("Preferred Stock"), of which
11,517,262 shares of Common Stock and 2,427 shares of Preferred Stock are issued
and outstanding.  All of such outstanding shares have been validly issued and
are fully paid and  nonassessable.  Except as disclosed in the SEC Documents, no
shares of Common Stock are subject to preemptive rights or any other similar
rights or any liens or encumbrances suffered or permitted by the Company.
Except as disclosed in the SEC Documents, as of the date hereof, (i) there are
no outstanding options, warrants, scrip, rights to subscribe to, calls or
commitments of any character whatsoever relating to, or securities or rights
convertible into, any shares of capital stock of the Company or any of its
subsidiaries, or contracts, commitments, understandings or arrangements by which
the Company or any of its subsidiaries is or may become bound to issue
additional shares of capital stock of the Company or any of its subsidiaries or
options, warrants, scrip, rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities or rights convertible into, any
shares of capital stock of the Company or any of its subsidiaries, (ii) there
are no outstanding debt securities (iii) there are no outstanding registration
statements and (iv) there are no agreements or arrangements under which the
Company or any of its subsidiaries is obligated to register the sale of any of
their securities under the Securities Act (except pursuant to the Registration
Rights Agreement).  There are no securities or instruments containing
anti-dilution or similar provisions that will be triggered by this Agreement or
any related agreement or the consummation of the transactions described herein
or therein.  The Company has furnished to the Investor true and correct copies
of the Company's Certificate of Incorporation, as amended and as in effect on
the date hereof (the "Certificate of Incorporation"), and the Company's By-laws,
as in effect on the date hereof (the "By-laws"), and the terms of all securities
convertible into or exercisable for Common Stock and the material rights of the
holders thereof in respect thereto.


     Section 4.4.     No Conflict.  The execution, delivery and performance of
this Agreement by the Company and the consummation by the Company of the
transactions contemplated hereby will not (i) result in a violation of the
Certificate of Incorporation, any certificate of designations of any outstanding
series of preferred stock of the Company or By-laws or (ii) conflict with or
constitute a default (or an event which with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture or
instrument to which the Company or any of its subsidiaries is a party, or result
in a violation of any law, rule, regulation, order, judgment or decree
(including federal and state securities laws and regulations and the rules and
regulations of the Principal Market on which the Common Stock is quoted)
applicable to the Company or any of its subsidiaries or by which any material
property or asset of the Company or any of its subsidiaries is bound or affected
and which would cause a Material Adverse Effect.  Except as disclosed in the SEC
Documents, neither the Company nor its subsidiaries is in violation of any term
of or in default under its Articles of Incorporation or By-laws or their
organizational charter or by-laws, respectively, or any material contract,
agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or
order or any statute, rule or regulation applicable to the Company or its
subsidiaries.  The business of the Company and its subsidiaries is not being
conducted in violation of any material law, ordinance, regulation of any
governmental entity.  Except as specifically contemplated by this Agreement, as
required under the Securities Act and any applicable state securities laws or by
the rules and regulations of the Principal Market, the Company is not required
to obtain any consent, authorization or order of, or make any filing or
registration with, any court or governmental agency in order for it to execute,
deliver or perform any of its obligations under or contemplated by this
Agreement or the Registration Rights Agreement in accordance with the terms
hereof or thereof.  All consents, authorizations, orders, filings and
registrations which the Company is required to obtain pursuant to the preceding
sentence have been obtained or effected on or prior to the date hereof.  The
Company and its subsidiaries are unaware of any fact or circumstance which might
give rise to any of the foregoing.

     Section 4.5.     SEC Documents; Financial Statements.  The Company has
filed all reports, schedules, forms, statements and other documents required to
be filed by it with the SEC under the Exchange Act.  The Company has delivered
to the Investor or its representatives, or made available through the SEC's
website at http://www.sec.gov, true and complete copies of the SEC Documents.
As of their respective dates, the financial statements of the Company disclosed
in the SEC Documents (the "Financial Statements") complied as to form in all
material respects with applicable accounting requirements and the published
rules and regulations of the SEC with respect thereto.  Such financial
statements have been prepared in accordance with generally accepted accounting
principles, consistently applied, during the periods involved (except (i) as may
be otherwise indicated in such financial statements or the notes thereto, or
(ii) in the case of unaudited interim statements, to the extent they may exclude
footnotes or may be condensed or summary statements) and, fairly present in all
material respects the financial position of the Company as of the dates thereof
and the results of its operations and cash flows for the periods then ended
(subject, in the case of unaudited statements, to normal year-end audit
adjustments).  No other information provided by or on behalf of the Company to
the Investor which is not included in the SEC Documents contains any untrue
statement of a material fact or


omits to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.

     Section 4.6.     10b-5.  The SEC Documents do not include any untrue
statements of material fact, nor do they omit to state any material fact
required to be stated therein necessary to make the statements made, in light of
the circumstances under which they were made, not misleading.

     Section 4.7.     No Default.  Except as disclosed in the SEC Documents, the
Company is not in default in the performance or observance of any material
obligation, agreement, covenant or condition contained in any indenture,
mortgage, deed of trust or other material instrument or agreement to which it is
a party or by which it is or its property is bound and neither the execution,
nor the delivery by the Company, nor the performance by the Company of its
obligations under this Agreement or any of the exhibits or attachments hereto
will conflict with or result in the breach or violation of any of the terms or
provisions of, or constitute a default or result in the creation or imposition
of any lien or charge on any assets or properties of the Company under its
Certificate of Incorporation, By-Laws, any material indenture, mortgage, deed of
trust or other material agreement applicable to the Company or instrument to
which the Company is a party or by which it is bound, or any statute, or any
decree, judgment, order, rules or regulation of any court or governmental agency
or body having jurisdiction over the Company or its properties, in each case
which default, lien or charge is likely to cause a Material Adverse Effect on
the Company's business or financial condition.

     Section 4.8.     Absence of Events of Default.  Except for matters
described in the SEC Documents and/or this Agreement, no Event of Default, as
defined in the respective agreement to which the Company is a party, and no
event which, with the giving of notice or the passage of time or both, would
become an Event of Default (as so defined), has occurred and is continuing,
which would have a Material Adverse Effect on the Company's business,
properties, prospects, financial condition or results of operations.

     Section 4.9.     Intellectual Property Rights.  The Company and its
subsidiaries own or possess adequate rights or licenses to use all material
trademarks, trade names, service marks, service mark registrations, service
names, patents, patent rights, copyrights, inventions, licenses, approvals,
governmental authorizations, trade secrets and rights necessary to conduct their
respective businesses as now conducted.   The Company and its subsidiaries do
not have any knowledge of any infringement by the Company or its subsidiaries of
trademark, trade name rights, patents, patent rights, copyrights, inventions,
licenses, service names, service marks, service mark registrations, trade secret
or other similar rights of others, and, to the knowledge of the Company, there
is no claim, action or proceeding being made or brought against, or to the
Company's knowledge, being threatened against, the Company or its subsidiaries
regarding trademark, trade name, patents, patent rights, invention, copyright,
license, service names, service marks, service mark registrations, trade secret
or other infringement; and the Company and its subsidiaries are unaware of any
facts or circumstances which might give rise to any of the foregoing.


     Section 4.10.     Employee Relations.  Except as set for in the SEC
Documents, neither the Company nor any of its subsidiaries is involved in any
labor dispute nor, to the knowledge of the Company or any of its subsidiaries,
is any such dispute threatened.  None of the Company's or its subsidiaries'
employees is a member of a union and the Company and its subsidiaries believe
that their relations with their employees are good.

     Section 4.11.     Environmental Laws.  The Company and its subsidiaries are
(i) in compliance with any and all applicable material foreign, federal, state
and local laws and regulations relating to the protection of human health and
safety, the environment or hazardous or toxic substances or wastes, pollutants
or contaminants ("Environmental Laws"), (ii) have received all permits, licenses
or other approvals required of them under applicable Environmental Laws to
conduct their respective businesses and (iii) are in compliance with all terms
and conditions of any such permit, license or approval.

     Section 4.12.     Title.  Except as set forth in the SEC Documents, the
Company has good and marketable title to its properties and material assets
owned by it, free and clear of any pledge, lien, security interest, encumbrance,
claim or equitable interest other than such as are not material to the business
of the Company.  Any real property and facilities held under lease by the
Company and its subsidiaries are held by them under valid, subsisting and
enforceable leases with such exceptions as are not material and do not interfere
with the use made and proposed to be made of such property and buildings by the
Company and its subsidiaries.

     Section 4.13.     Insurance.  The Company and each of its subsidiaries are
insured by insurers of recognized financial responsibility against such losses
and risks and in such amounts as management of the Company believes to be
prudent and customary in the businesses in which the Company and its
subsidiaries are engaged.  Neither the Company nor any such subsidiary has been
refused any insurance coverage sought or applied for and neither the Company nor
any such subsidiary has any reason to believe that it will not be able to renew
its existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue its
business at a cost that would not materially and adversely affect the condition,
financial or otherwise, or the earnings, business or operations of the Company
and its subsidiaries, taken as a whole.

     Section 4.14.     Regulatory Permits.  The Company and its subsidiaries
possess all material certificates, authorizations and permits issued by the
appropriate federal, state or foreign regulatory authorities necessary to
conduct their respective businesses, and neither the Company nor any such
subsidiary has received any notice of proceedings relating to the revocation or
modification of any such certificate, authorization or permit.

     Section 4.15.     Internal Accounting Controls.  The Company and each of
its subsidiaries maintain a system of internal accounting controls sufficient to
provide reasonable assurance that (i) transactions are executed in accordance
with management's general or specific authorizations, (ii) transactions are
recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to maintain asset
accountability, (iii) access to assets is permitted only in accordance with
management's general or specific


authorization and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

     Section 4.16.     No Material Adverse Breaches, etc.  Except as set forth
in the SEC Documents, neither the Company nor any of its subsidiaries is subject
to any charter, corporate or other legal restriction, or any judgment, decree,
order, rule or regulation which in the judgment of the Company's officers has or
is expected in the future to have a Material Adverse Effect on the business,
properties, operations, financial condition, results of operations or prospects
of the Company or its subsidiaries.  Except as set forth in the SEC Documents,
neither the Company nor any of its subsidiaries is in breach of any contract or
agreement which breach, in the judgment of the Company's officers, has or is
expected to have a Material Adverse Effect on the business, properties,
operations, financial condition, results of operations or prospects of the
Company or its subsidiaries.

     Section 4.17.     Absence of Litigation.  Except as set forth in the SEC
Documents, there is no action, suit, proceeding, inquiry or investigation before
or by any court, public board, government agency, self-regulatory organization
or body pending against or affecting the Company, the Common Stock or any of the
Company's subsidiaries, wherein an unfavorable decision, ruling or finding would
(i) have a Material Adverse Effect on the transactions contemplated hereby (ii)
adversely affect the validity or enforceability of, or the authority or ability
of the Company to perform its obligations under, this Agreement or any of the
documents contemplated herein, or (iii) except as expressly disclosed in the SEC
Documents, have a Material Adverse Effect on the business, operations,
properties, financial condition or results of operation of the Company and its
subsidiaries taken as a whole.

     Section 4.18.     Subsidiaries.  Except as disclosed in the SEC Documents,
the Company does not presently own or control, directly or indirectly, any
interest in any other corporation, partnership, association or other business
entity.

     Section 4.19.     Tax Status.  Except as disclosed in the SEC Documents,
the Company and each of its subsidiaries has made or filed all federal and state
income and all other tax returns, reports and declarations required by any
jurisdiction to which it is subject and (unless and only to the extent that the
Company and each of its subsidiaries has set aside on its books provisions
reasonably adequate for the payment of all unpaid and unreported taxes) has paid
all taxes and other governmental assessments and charges that are material in
amount, shown or determined to be due on such returns, reports and declarations,
except those being contested in good faith and has set aside on its books
provision reasonably adequate for the payment of all taxes for periods
subsequent to the periods to which such returns, reports or declarations apply.
There are no unpaid taxes in any material amount claimed to be due by the taxing
authority of any jurisdiction, and the officers of the Company know of no basis
for any such claim.

     Section 4.20.     Certain Transactions.  Except as set forth in the SEC
Documents none of the officers, directors, or employees of the Company is
presently a party to any transaction with the Company (other than for services
as employees, officers and directors), including any contract, agreement or
other arrangement providing for the furnishing of services to or by, providing
for rental of real or personal property to or from, or otherwise requiring
payments to or


from any officer, director or such employee or, to the knowledge of the Company,
any corporation, partnership, trust or other entity in which any officer,
director, or any such employee has a substantial interest or is an officer,
director, trustee or partner.

     Section 4.21.     Fees and Rights of First Refusal.  The Company is not
obligated to offer the securities offered hereunder on a right of first refusal
basis or otherwise to any third parties including, but not limited to, current
or former shareholders of the Company, underwriters, brokers, agents or other
third parties.

     Section 4.22.     Use of Proceeds.  The Company shall use the net proceeds
from this offering for general corporate purposes, including, without
limitation, the payment of loans incurred by the Company.  However, in no event
shall the Company use the net proceeds from this offering for the payment (or
loan to any such person for the payment) of any judgment, or other liability,
incurred by any executive officer, officer, director or employee of the Company,
except for any liability owed to such person for services rendered, or if any
judgment or other liability is incurred by such person originating from services
rendered to the Company, or the Company has indemnified such person from
liability.

     Section 4.23.    Further Representation and Warranties of the Company.  For
so long as any securities issuable hereunder held by the Investor remain
outstanding, the Company acknowledges, represents, warrants and agrees that it
will maintain the listing of its Common Stock on the Principal Market.

     Section 4.24.    Opinion of Counsel.  The Company will obtain for the
Investor, at the Company's expense, any and all permissible opinions of counsel
which may be reasonably required in order to sell the securities issuable
hereunder without restriction.


                                   ARTICLE V.
                                Indemnification


     The Investor and the Company represent to the other the following with
respect to itself:

     Section 5.1.     Indemnification.

          (a)  In consideration of the Investor's execution and delivery of this
Agreement, and in addition to all of the Company's other obligations under this
Agreement, the Company shall defend, protect, indemnify and hold harmless the
Investor, and all of its officers, directors, partners, employees and agents
(including, without limitation, those retained in connection with the
transactions contemplated by this Agreement) (collectively, the "Investor
Indemnitees") from and against any and all actions, causes of action, suits,
claims, losses, costs, penalties, fees, liabilities and damages, and expenses in
connection therewith (irrespective of whether any such Investor Indemnitee is a
party to the action for which indemnification hereunder is sought), and
including reasonable attorneys' fees and disbursements (the "Indemnified
Liabilities"), incurred by the Investor Indemnitees or any of them as a result
of, or arising out of, or relating to (a) any


misrepresentation or breach of any representation or warranty made by the
Company in this Agreement or the Registration Rights Agreement or any other
certificate, instrument or document contemplated hereby or thereby, (b) any
breach of any covenant, agreement or obligation of the Company contained in this
Agreement or the Registration Rights Agreement or any other certificate,
instrument or document contemplated  hereby or thereby, or (c) any cause of
action, suit or claim brought or made against such Investor Indemnitee not
arising out of any action or inaction of an Investor Indemnitee, and arising out
of or resulting from the execution, delivery, performance or enforcement of this
Agreement or any other instrument, document or agreement executed pursuant
hereto by any of the Investor Indemnitees.  To the extent that the foregoing
undertaking by the Company may be unenforceable for any reason, the Company
shall make the maximum contribution to the payment and satisfaction of each of
the Indemnified Liabilities, which is permissible under applicable law.

          (b)  In consideration of the Company's execution and delivery of this
Agreement, and in addition to all of the Investor's other obligations under this
Agreement, the Investor shall defend, protect, indemnify and hold harmless the
Company and all of its officers, directors, shareholders, employees and agents
(including, without limitation, those retained in connection with the
transactions contemplated by this Agreement) (collectively, the "Company
Indemnitees") from and against any and all Indemnified Liabilities incurred by
the Company Indemnitees or any of them as a result of, or arising out of, or
relating to (a) any misrepresentation or breach of any representation or
warranty made by the Investor in this Agreement, or any instrument or document
contemplated hereby or thereby executed by the Investor, (b) any breach of any
covenant, agreement or obligation of the Investor(s) contained in this
Agreement, or any other certificate, instrument or document contemplated hereby
or thereby executed by the Investor, or (c) any cause of action, suit or claim
brought or made against such Company Indemnitee based on  misrepresentations or
due to a  breach by the Investor and arising out of or resulting from the
execution, delivery, performance or enforcement of this Agreement or any other
instrument, document or agreement executed pursuant hereto by any of the Company
Indemnitees.  To the extent that the foregoing undertaking by the Investor may
be unenforceable for any reason, the Investor shall make the maximum
contribution to the payment and satisfaction of each of the Indemnified
Liabilities, which is permissible under applicable law.

          (c)  The obligations of the parties to indemnify or make contribution
under this Section 5.1 shall survive termination.


                                  ARTICLE VI.
                            Covenants of the Company

     Section 6.1.     Listing of Common Stock.  The Company shall maintain the
Common Stock's authorization for quotation on the Principal Market.

     Section 6.2.     Exchange Act Registration.  The Company will cause its
Common Stock to continue to be registered under Section 12(g) of the Exchange
Act, will file in a timely manner all reports and other documents required of it
as a reporting company under the Exchange Act and will not take any action or
file any document (whether or not permitted by Exchange Act or


the rules thereunder) to terminate or suspend such registration or to terminate
or suspend its reporting and filing obligations under said Exchange Act.

     Section 6.4.    Transfer Agent Instructions.  The Company shall deliver
instructions to its transfer agent to issue shares of Common Stock to the
Investor free of restrictive legends.

     Section 6.5.     Corporate Existence.  The Company will take all steps
necessary to preserve and continue the corporate existence of the Company.

     Section 6.6.    Review of Public Disclosures.  All SEC filings (including,
without limitation, all filings required under the Exchange Act, which include
Forms 10-Q, 10-K, 8-K, etc) and other public disclosures made by the Company,
including, without limitation, all press releases, investor relations materials,
and scripts of analysts meetings and calls, shall be reviewed and approved for
release by the Company's attorneys and, if containing financial information, the
Company's independent certified public accountants.

     Section 6.7.    Market Activities.  The Company will not, directly or
indirectly, (i) take any action designed to cause or result in, or that
constitutes or might reasonably be expected to constitute, the stabilization or
manipulation of the price of any security of the Company to facilitate the sale
or resale of the Common Stock or (ii) sell, bid for or purchase the Common
Stock, or pay anyone any compensation for soliciting purchases of the Common
Stock.


                                  ARTICLE VII.
                           Covenants of the Investor

     Section 7.1.     Short Sales.  The Investor any of its agents,
representatives or affiliates will not engage in or effect, in any manner
whatsoever, directly or indirectly, any (i) "short sale" (as such term is
defined in Section 242.200 of Regulation SHO of the Exchange Act of the Common
Stock or (ii) hedging transaction, which establishes a net short position with
respect to the Common Stock, provided however that the Investor may sell Shares
which it is irrevocably bound to purchase after the Effective Date.

     Section 7.2.  Sale Limitation.  In the five (5) trading days after the
Effective Date, none of the Investor, its agents, representatives or affiliates
will sell any Shares with gross proceeds in the aggregate exceeding the Purchase
Amount.

     Section 7.3.  Floor Sales Price.  Without the prior written consent of the
Company, none of the Investor, its agents, representatives or affiliates will
sell effect any sales of Shares acquired under this Agreement for less than the
Floor Price.   "Floor Price" means $1.00, which shall be appropriately adjusted
for any reorganization, recapitalization, non-cash dividend, stock split or
other similar transaction.




                                  ARTICLE VIII
                           Choice of Law/Jurisdiction


     Section 8.1.     Governing Law.  This Agreement shall be governed by and
interpreted in accordance with the laws of the State of New York without regard
to the principles of conflict of laws.  The parties further agree that any
action between them shall be heard in New York, and expressly consent to the
jurisdiction and venue of the Company, sitting in Delaware, and the United
States District Court Eastern District of New York, New York, NY for the
adjudication of any civil action asserted pursuant to this paragraph.


     ARTICLE IX
                            Assignment; Termination


     Section 9.1.   Assignment.  Neither this Agreement nor any rights of the
Company hereunder may be assigned to any other Person.

     Section 9.2.   Termination.

          (a)  The obligations of the Investor shall terminate upon payment of
the Purchase Price.

          (b)  The obligation of the Investor to make a payment of the Purchase
Price shall terminate permanently in the event that The Company fails to comply
in all material aspects with Article IV or VI.


                                   ARTICLE X.
                                    Notices

     Section 10.1.    Notices.  Any notices, consents, waivers, or other
communications required or permitted to be given under the terms of this
Agreement must be in writing and will be deemed to have been delivered (i) upon
receipt, when delivered personally; (ii) upon receipt, when sent by facsimile,
provided a copy is mailed by U.S. certified mail, return receipt requested;
(iii) three (3) days after being sent by U.S. certified mail, return receipt
requested, or (iv) one (1) day after deposit with a nationally recognized
overnight delivery service, in each case properly addressed to the party to
receive the same.  The addresses and facsimile numbers for such communications
shall be:





     If to the Company, to:

     Competitive Technologies Inc.
     777 Commerce Drive
     Fairfield, Connecticut 06825
     Attention :  John Nano, President
     Telephone:   (203) 368-6044
     Facsimile:   (203)  368-5399

With a copy to:

     Cutler Law Group
     3355 W Alabama, Ste 1150
     Houston, TX 77098
     Attention:  M. Richard Cutler, Esq.
     Telephone:  (713) 888-0040
     Facsimile:  (800) 836-0714

If to the Investor(s):

     Crisnic Fund SA C/O
     Lexperts ConHotel Office Center
     Office 5 Sabana Norte San Jose, Costa Rica
     Attention:  Anthony Gentile
     Portfolio Manager
     Telephone:  (506) -2282 7352
     Facsimile:   (506) 2291-4952
     Attention:  Anthony Gentile

With a Copy to:     (which will not constitute notice)

     Anslow & Jaclin, LLP
     195 Route 9 South 2nd Floor
     Manalpan, New Jersey 07726
     Attention: Gregg E. Jaclin
     Telephone:  (732) 409-1212
     Facsimile    (732) 577-1188

Each party shall provide five (5) days' prior written notice to the other party
of any change in address or facsimile number.





                                  ARTICLE XI.
                                 Miscellaneous


     Section 11.1.    Counterparts.  This Agreement may be executed in two or
more identical counterparts, all of which shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each
party and delivered to the other party.  In the event any signature page is
delivered by facsimile transmission, the party using such means of delivery
shall cause four (4) additional original executed signature pages to be
physically delivered to the other party within five (5) days of the execution
and delivery hereof, though failure to deliver such copies shall not affect the
validity of this Agreement.

     Section 11.2.    Entire Agreement; Amendments.  This Agreement together
with the Registration Rights Agreement supersedes all other prior oral or
written agreements between the Investor, the Company, their affiliates and
persons acting on their behalf with respect to the matters discussed herein, and
this Agreement and the instruments referenced herein contain the entire
understanding of the parties with respect to the matters covered herein and
therein and, except as specifically set forth herein or therein, neither the
Company nor the Investor makes any representation, warranty, covenant or
undertaking with respect to such matters.  No provision of this Agreement may be
waived or amended other than by an instrument in writing signed by the party to
be charged with enforcement.

      Section  10.3.    Reporting  Entity  for  the Common Stock.  The reporting
entity  relied upon for the determination of the trading price or trading volume
of  the Common Stock on any given Trading Day for the purposes of this Agreement
shall  be  Bloomberg, L.P. or any successor thereto.  The written mutual consent
of  the Investor and the Company shall be required to employ any other reporting
entity.

     Section 10.4.    Fees and Expenses.  The Company hereby agrees to pay the
following fees:

          (a) Expense Reimbursement Fee. Each of the parties shall pay its own
     fees and expenses (including the fees of any attorneys, accountants,
     appraisers or others engaged by such party) in connection with this
     Agreement and the transactions contemplated hereby, except that the Company
     shall pay an Expense Reimbursement Fee of Ten Thousand Dollars ($10,000.00)
     to the Investor.

          (b) Company shall issue to Investor Seventy Five Thousand shares
     (75,000) of Common Stock on the Transfer Date (the "Underwriter Fee
     Shares").



     Section 10.5.    Confidentiality.  If for any reason the transactions
contemplated by this Agreement are not consummated, each of the parties hereto
shall keep confidential any information obtained from any other party (except
information publicly available or in such party's domain prior to the date
hereof, and except as required by court order) and shall promptly return to the
other parties all schedules, documents, instruments, work papers or other
written information without retaining copies thereof, previously furnished by it
as a result of this Agreement or in connection herein.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
























     IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase
Agreement to be executed by the undersigned, thereunto duly authorized, as of
the date first set forth above.


     COMPANY:
     Competitive Technologies Inc..

     By:  \s\ John B. Nano
          ----------------
          John B. Nano, President


     INVESTOR:
     Crisnic Fund SA

     By:  \s\ Anthony Gentile
          -------------------
          Anthony Gentile, Portfolio Manager

EX-10.2

Exhibit 10.2

                               AMENDMENT NO. 1 to

                        COMMON STOCK PURCHASE AGREEMENT

     THIS Amendment No. 1 (this "Amendment") dated as of June 2, 2010, is to the
COMMON  STOCK  PURCHASE  AGREEMENT  dated  as  of  the 1st day of June 2010 (the
"Agreement")  by  and  between  Crisnic  Fund  SA,  a  Costa  Rican  Investment
corporation  (the  "Investor"), and Competitive Technologies Inc., a corporation
                    --------
organized  and existing under the laws of the State of Delaware (the "Company").

     WHEREAS, the parties desire to amend certain terms of the Agreement.

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     1)     CONFLICT.  In the event there is a conflict between the terms of the
Agreement  and  this  Amendment,  the  terms of this Amendment shall control any
interpretation.  Unless  this  Amendment  expressly  amends  or  supplements the
language  of  the  Agreement,  ,  the  Agreement  shall remain in full force and
effect.  Unless  otherwise  defined  in  this  Amendment,  terms  defined in the
Agreement  shall  be  similarly  defined  herein.

     2)     AMENDMENT TO CLOSING.  Section 2.2 of the Agreement is hereby
amended to read as follows:

" 2.2   Closing

     On the Transfer Day, the Company shall deliver by DWAC transfer the total
of Two Million (2,000,000) Shares of the Common Stock registered in the name of
the Investor. During the Fourteen (14) business days following the Transfer Day,
the Investor from time to time shall deliver payment for these Shares by wire
transfer on the earlier of (i) the end of such Fourteen (14) business day period
or (ii) within 24 hours of receipt of funds by Investor from the sale of such
Shares. To the extent the Company has not paid the fees, expenses, and
disbursements of the Investor in accordance with Section 10.4, the amount of
such fees, expenses, and disbursements may be deducted by the Investor (and
shall be paid to the relevant party) directly out of the proceeds of the
Purchase Price."


[the remainder of this page intentionally left blank]

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
Stock Purchase Agreement to be executed by the undersigned, thereunto duly
authorized, as of the date first set forth above.


     COMPANY:
     Competitive Technologies Inc..

By:  \s\ John B. Nano
     ----------------
     John B. Nano, President


     INVESTOR:
     Crisnic Fund SA

By:  \s\ Anthony Salvatore Gentile
     -----------------------------
     Anthony Salvatore Gentile, Portfolio Manager

EX-10.3

Exhibit 10.3

                         REGISTRATION RIGHTS AGREEMENT

     REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of May 31, 2010,
by  and  between  COMPETITIVE  TECHNOLOGIES,  INC., a Delaware corporation, (the
"COMPANY"),  and CRISNIC FUND SA, a Costa Rican Investment corporation (together
with  it  permitted assigns, the "INVESTOR").  Capitalized terms used herein and
not otherwise defined herein shall have the respective meanings set forth in the
Common  Stock  Purchase Agreement by and between the parties hereto, dated as of
the  date  hereof (as amended, restated, supplemented or otherwise modified from
time  to  time,  the  "PURCHASE  AGREEMENT").

                                    WHEREAS:

     A.     The Company has agreed, upon the terms and subject to the conditions
of  the  Purchase Agreement, to issue to the Investor (i) up to 2,000,000 Shares
of  the  Company's  common stock, par value $0.01 per share (the "COMMON STOCK")
(the  "  SHARES"),  and (ii) 75,000 shares of Common Stock as an underwriter fee
(the  "UNDERWRITER  FEE  SHARES").;  and

     B.     To  induce  the  Investor  to enter into the Purchase Agreement, the
Company  has  agreed to provide certain registration rights under the Securities
Act  of  1933,  as  amended,  and  the  rules and regulations thereunder, or any
similar  successor  statute (collectively, the "1933 ACT"), and applicable state
securities  laws.

     NOW,  THEREFORE,  in consideration of the promises and the mutual covenants
contained  herein  and  other  good  and valuable consideration, the receipt and
sufficiency  of  which  are  hereby  acknowledged,  the Company and the Investor
hereby  agree  as  follows:

     1.     DEFINITIONS.

     As  used  in  this  Agreement, the following terms shall have the following
meanings:

     a.     "INVESTOR" means the Investor, any transferee or assignee thereof to
whom a Investor assigns its rights under this Agreement and who agrees to become
bound  by  the provisions of this Agreement in accordance with Section 9 and any
transferee  or  assignee  thereof  to  whom a transferee or assignee assigns its
rights  under this Agreement and who agrees to become bound by the provisions of
this  Agreement  in  accordance  with  Section  9.

     b.     "PERSON"  means  any  person  or entity including any corporation, a
limited  liability  company,  an  association, a partnership, an organization, a
business,  an  individual,  a governmental or political subdivision thereof or a
governmental  agency.

     c.     "REGISTER," "REGISTERED," and "REGISTRATION" refer to a registration
effected  by  preparing  and  filing  one or more registration statements of the
Company  in compliance with the 1933 Act and pursuant to Rule 415 under the 1933
Act  or  any  successor  rule  providing for offering securities on a continuous
basis  ("RULE  415"),  and  the declaration or ordering of effectiveness of such
registration  statement(s)  by  the  United  States  Securities  and  Exchange
Commission  (the  "SEC").

     d.     "REGISTRABLE  SECURITIES"  means  the Shares and the Underwriter Fee
Shares which have been, or which may from time to time be, issued or issuable to
the  Investor  upon purchases of under the Purchase Agreement (without regard to
any  limitation  or  restriction  on  purchases)  and  any


shares  of  capital  stock  issued or issuable with respect to the Shares or the
Underwriter  Fee  Shares  as  a  result  of  any  stock  split,  stock dividend,
recapitalization,  exchange or similar event or otherwise, without regard to any
limitation  on  purchases  under  the  Purchase  Agreement.

     e.     "REGISTRATION  STATEMENT"  means  the  registration statement of the
Company  covering  only  the  sale  of  the  Registrable  Securities.

     2.     REGISTRATION.

     a.     Mandatory  Registration.  The Company shall within ten (10) Business
Days  from  the  execution  date of the Purchase Agreement file with the SEC the
Registration  Statement.  The  Registration  Statement  shall  register only the
Registrable  Securities,  and  no other securities of the Company.  The Investor
and  its  counsel shall have a reasonable opportunity to review and comment upon
such  registration statement or amendment to such registration statement and any
related prospectus prior to its filing with the SEC.  Investor shall furnish all
information  reasonably  requested  by  the  Company for inclusion therein.  The
Company  shall  use  its  best  efforts  to  have  the Registration Statement or
amendment  declared  effective  by  the  SEC at the earliest possible date.  The
Company  shall  use  reasonable  best efforts to keep the Registration Statement
effective  pursuant to Rule 415 promulgated under the 1933 Act and available for
sales of all of the Registrable Securities at all times until the earlier of (i)
the  date  as  of  which the Investor may sell all of the Registrable Securities
without  restriction  pursuant to Rule 144(k) promulgated under the 1933 Act (or
successor  thereto)  or  (ii) the date on which (A) the Investor shall have sold
all  the  Registrable  Securities  and  no  Available  Amount  remains under the
Purchase  Agreement  (the  "REGISTRATION  PERIOD").  The  Registration Statement
(including  any  amendments  or  supplements  thereto and prospectuses contained
therein)  shall  not  contain any untrue statement of a material fact or omit to
state  a  material  fact required to be stated therein, or necessary to make the
statements  therein,  in light of the circumstances in which they were made, not
misleading.

     b.     Rule  424  Prospectus.  The Company shall, as required by applicable
securities  regulations,  from  time to time file with the SEC, pursuant to Rule
424  promulgated  under the 1933 Act, the prospectus and prospectus supplements,
if  any, to be used in connection with sales of the Registrable Securities under
the  Registration  Statement.  The  Investor  and  its  counsel  shall  have  a
reasonable  opportunity  to review and comment upon such prospectus prior to its
filing  with  the  SEC.  The  Investor  shall use its reasonable best efforts to
comment  upon  such  prospectus  within  one  (1) Business Day from the date the
Investor  receives  the  final  version  of  such  prospectus.

     c.     Sufficient  Number of Shares Registered.  In the event the number of
shares  available  under the Registration Statement is insufficient to cover all
of  the  Registrable  Securities,  the  Company  shall  amend  the  Registration
Statement or file a new registration statement (a "NEW REGISTRATION STATEMENT"),
so as to cover all of such Registrable Securities as soon as practicable, but in
any  event  not  later  than ten (10) Business Days after the necessity therefor
arises.  The  Company  shall  use  it  reasonable  best  efforts  to  cause such
amendment  and/or  New  Registration  Statement  to  become effective as soon as
practicable  following  the  filing  thereof.

     3.     RELATED  OBLIGATIONS.

     With  respect  to  the  Registration Statement and whenever any Registrable
Securities  are  to  be registered pursuant to Section 2(b) including on any New
Registration  Statement,  the  Company  shall use its reasonable best efforts to
effect  the  registration  of  the Registrable Securities in accordance with the
intended  method of disposition thereof and, pursuant thereto, the Company shall
have  the  following  obligations:



     a.     The  Company  shall  prepare  and  file with the SEC such amendments
(including  post-effective  amendments)  and  supplements  to  any  registration
statement  and  the  prospectus  used  in  connection  with  such  registration
statement,  which  prospectus  is  to  be filed pursuant to Rule 424 promulgated
under  the  1933  Act, as may be necessary to keep the Registration Statement or
any  New  Registration  Statement effective at all times during the Registration
Period, and, during such period, comply with the provisions of the 1933 Act with
respect  to the disposition of all Registrable Securities of the Company covered
by  the Registration Statement or any New Registration Statement until such time
as  all of such Registrable Securities shall have been disposed of in accordance
with the intended methods of disposition by the seller or sellers thereof as set
forth  in  such  registration  statement.

     b.     The Company shall permit the Investor to review and comment upon the
Registration  Statement or any New Registration Statement and all amendments and
supplements  thereto  at  least two (2) Business Days prior to their filing with
the  SEC,  and  not  file  any  document  in a form to which Investor reasonably
objects.  The Investor shall use its reasonable best efforts to comment upon the
Registration  Statement  or any New Registration Statement and any amendments or
supplements  thereto  within  two  (2)  Business Days from the date the Investor
receives the final version  thereof.  The Company shall furnish to the Investor,
without  charge  any  correspondence from the SEC or the staff of the SEC to the
Company or its representatives relating to the Registration Statement or any New
Registration  Statement.

     c.     Upon  request  of  the  Investor,  the  Company shall furnish to the
Investor,  (i)  promptly  after  the same is prepared and filed with the SEC, at
least  one  copy  of  such  registration statement and any amendment(s) thereto,
including financial statements and schedules, all documents incorporated therein
by  reference  and all exhibits, (ii) upon the effectiveness of any registration
statement,  a copy of the prospectus included in such registration statement and
all  amendments  and  supplements thereto (or such other number of copies as the
Investor  may  reasonably  request)  and  (iii)  such other documents, including
copies  of  any  preliminary or final prospectus, as the Investor may reasonably
request  from  time  to  time  in  order  to  facilitate  the disposition of the
Registrable  Securities  owned  by  the  Investor.

     d.     The  Company  shall  use reasonable best efforts to (i) register and
qualify  the  Registrable  Securities  covered by a registration statement under
such  other  securities  or  "blue sky" laws of such jurisdictions in the United
States  as  the  Investor  reasonably  requests,  (ii) prepare and file in those
jurisdictions,  such  amendments  (including  post-effective  amendments)  and
supplements  to  such  registrations  and  qualifications as may be necessary to
maintain  the  effectiveness  thereof during the Registration Period, (iii) take
such  other  actions  as  may  be  necessary  to maintain such registrations and
qualifications  in  effect at all times during the Registration Period, and (iv)
take  all  other  actions  reasonably  necessary  or  advisable  to  qualify the
Registrable  Securities  for sale in such jurisdictions; provided, however, that
the  Company  shall  not  be  required in connection therewith or as a condition
thereto  to  (x)  qualify  to do business in any jurisdiction where it would not
otherwise  be  required to qualify but for this Section 3(d), (y) subject itself
to  general  taxation in any such jurisdiction, or (z) file a general consent to
service  of process in any such jurisdiction.  The Company shall promptly notify
the  Investor  who holds Registrable Securities of the receipt by the Company of
any  notification  with  respect  to  the  suspension  of  the  registration  or
qualification of any of the Registrable Securities for sale under the securities
or  "blue  sky"  laws of any jurisdiction in the United States or its receipt of
actual  notice  of  the  initiation  or  threatening  of any proceeding for such
purpose.

     e.     As  promptly  as  practicable  after becoming aware of such event or
facts,  the Company shall notify the Investor in writing of the happening of any
event  or  existence  of  such  facts  as  a


result  of  which the prospectus included in any registration statement, as then
in  effect,  includes an untrue statement of a material fact or omits to state a
material  fact required to be stated therein or necessary to make the statements
therein,  in  light  of  the  circumstances  under  which  they  were  made, not
misleading,  and promptly prepare a supplement or amendment to such registration
statement  to  correct  such untrue statement or omission, and deliver a copy of
such  supplement or amendment to the Investor (or such other number of copies as
the  Investor  may  reasonably request).  The Company shall also promptly notify
the  Investor  in  writing (i) when a prospectus or any prospectus supplement or
post-effective  amendment  has  been filed, and when a registration statement or
any  post-effective  amendment  has  become  effective  (notification  of  such
effectiveness shall be delivered to the Investor by facsimile on the same day of
such  effectiveness  and  by overnight mail), (ii) of any request by the SEC for
amendments or supplements to any registration statement or related prospectus or
related  information, and (iii) of the Company's reasonable determination that a
post-effective  amendment  to  a  registration  statement  would be appropriate.

     f.     The  Company  shall  use  its reasonable best efforts to prevent the
issuance  of  any  stop  order  or  other  suspension  of  effectiveness  of any
registration  statement,  or  the  suspension  of  the  qualification  of  any
Registrable  Securities  for  sale  in any jurisdiction and, if such an order or
suspension  is  issued,  to obtain the withdrawal of such order or suspension at
the  earliest possible moment and to notify the Investor of the issuance of such
order  and  the  resolution  thereof  or  its  receipt  of  actual notice of the
initiation  or  threat  of  any  proceeding  for  such  purpose.

     g.     The  Company  shall  (i)  cause all the Registrable Securities to be
listed  on  each  securities  exchange  on which securities of the same class or
series  issued  by  the  Company are then listed, if any, if the listing of such
Registrable  Securities  is  then permitted under the rules of such exchange, or
(ii)  secure  designation and quotation of all the Registrable Securities on the
Principal Market. The Company shall pay all fees and expenses in connection with
satisfying  its  obligation  under  this  Section.

     h.     The  Company  shall  cooperate  with  the Investor to facilitate the
timely  preparation  and  delivery  of certificates (not bearing any restrictive
legend),  or  alternatively  and  preferably  DWAC  transfer,  representing  the
Registrable  Securities to be offered pursuant to any registration statement and
enable  such certificates to be in such denominations or amounts as the Investor
may reasonably request and registered in such names as the Investor may request.

     i.     The  Company  shall  at  all  times  provide  a  transfer  agent and
registrar  with  respect  to  its  Common  Stock.

     j.     If  reasonably  requested  by  the  Investor,  the Company shall (i)
immediately  incorporate  in a prospectus supplement or post-effective amendment
such information as the Investor believes should be included therein relating to
the  sale  and  distribution  of  Registrable  Securities,  including,  without
limitation,  information  with  respect  to the number of Registrable Securities
being  sold,  the  purchase price being paid therefor and any other terms of the
offering  of  the Registrable Securities; (ii) make all required filings of such
prospectus  supplement  or  post-effective  amendment as soon as notified of the
matters  to  be  incorporated  in  such  prospectus supplement or post-effective
amendment;  and  (iii)  supplement  or  make  amendments  to  any  registration
statement.

     k.     The  Company  shall  use  its  reasonable  best efforts to cause the
Registrable  Securities  covered  by the registration statement to be registered
with  or  approved  by such other governmental agencies or authorities as may be
necessary  to  consummate  the  disposition  of  such  Registrable  Securities.



     l.     Within one (1)  Business  Day after any registration statement which
includes the Registrable Securities is ordered effective by the SEC, the Company
shall  deliver, and shall cause legal counsel for the Company to deliver, to the
transfer  agent  for  such  Registrable Securities (with copies to the Investor)
confirmation that such registration statement has been declared effective by the
SEC.  Thereafter,  if  requested  by the Investor at any time, the Company shall
require its counsel to deliver to the Investor a written confirmation whether or
not  the effectiveness of such registration statement has lapsed at any time for
any  reason  (including,  without  limitation, the issuance of a stop order) and
whether  or  not  the  registration  statement  is  current and available to the
Investor  for  sale  of  all  of  the  Registrable  Securities.

     m.     The  Company  shall  take  all other reasonable actions necessary to
expedite  and  facilitate  disposition by the Investor of Registrable Securities
pursuant  to  any  registration  statement.

     4.     OBLIGATIONS  OF  THE  INVESTOR.

     a.     The  Company shall notify the Investor in writing of the information
the  Company  reasonably  requires  from  the  Investor  in  connection with any
registration  statement  hereunder.  The  Investor  shall furnish to the Company
such information regarding itself, the Registrable Securities held by it and the
intended method of disposition of the Registrable Securities held by it as shall
be reasonably required to effect the registration of such Registrable Securities
and  shall  execute  such  documents in connection with such registration as the
Company  may  reasonably  request.

     b.     The  Investor  agrees  to  cooperate  with the Company as reasonably
requested  by  the  Company in connection with the preparation and filing of any
registration  statement  hereunder.

     c.     The  Investor  agrees  that,  upon  receipt  of  any notice from the
Company  of  the  happening  of  any  event  or  existence  of facts of the kind
described  in  Section  3(f)  or  the  first sentence of 3(e), the Investor will
immediately  discontinue  disposition  of Registrable Securities pursuant to any
registration  statement(s)  covering  such  Registrable  Securities  until  the
Investor's  receipt  of  the  copies  of  the supplemented or amended prospectus
contemplated  by  Section  3(f)  or  the first sentence of 3(e). Notwithstanding
anything to the contrary, the Company shall cause its transfer agent to promptly
deliver shares of Common Stock without any restrictive legend in accordance with
the  terms  of the Purchase Agreement in connection with any sale of Registrable
Securities  with  respect  to  which an Investor has entered into a contract for
sale  prior  to  the  Investor's  receipt  of  a  notice from the Company of the
happening  of  any  event  of  the  kind  described in Section 3(f) or the first
sentence  of  3(e)  and  for  which  the  Investor  has  not  yet  settled.

     5.     EXPENSES  OF  REGISTRATION.

     All  reasonable  expenses,  other  than  sales  or  brokerage  commissions,
incurred in connection with registrations, filings or qualifications pursuant to
Sections  2  and 3, including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees, and fees and disbursements of
counsel  for  the  Company,  shall  be  paid  by  the  Company.

     6.     INDEMNIFICATION.

     a.     To the fullest extent permitted by law, the Company will, and hereby
does, indemnify, hold harmless and defend the Investor, each Person, if any, who
controls  the  Investor,  the  members,  the  directors,  officers,  partners,
employees,  agents, representatives of the Investor and each Person, if any, who
controls  the  Investor  within  the  meaning  of the 1933 Act or the Securities
Exchange  Act  of  1934,  as  amended  (the  "1934  ACT") (each, an "INDEMNIFIED
PERSON"),  against  any  losses,  claims,


damages,  liabilities,  judgments,  fines, penalties, charges, costs, attorneys'
fees,  amounts  paid in settlement or expenses, joint or several, (collectively,
"CLAIMS")  incurred  in investigating, preparing or defending any action, claim,
suit,  inquiry,  proceeding, investigation or appeal taken from the foregoing by
or  before any court or governmental, administrative or other regulatory agency,
body  or  the  SEC, whether pending or threatened, whether or not an indemnified
party is or may be a party thereto ("INDEMNIFIED DAMAGES"), to which any of them
may  become  subject  insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon: (i)
any  untrue  statement  or  alleged  untrue  statement of a material fact in the
Registration  Statement,  any  New  Registration Statement or any post-effective
amendment  thereto or in any filing made in connection with the qualification of
the  offering  under the securities or other "blue sky" laws of any jurisdiction
in which Registrable Securities are offered ("BLUE SKY FILING"), or the omission
or  alleged  omission  to state a material fact required to be stated therein or
necessary  to  make  the  statements  therein  not  misleading,  (ii) any untrue
statement  or alleged untrue statement of a material fact contained in the final
prospectus  (as  amended  or  supplemented,  if  the Company files any amendment
thereof  or supplement thereto with the SEC) or the omission or alleged omission
to  state  therein  any  material  fact  necessary  to  make the statements made
therein,  in  light of the circumstances under which the statements therein were
made, not misleading, (iii) any violation or alleged violation by the Company of
the  1933  Act,  the 1934 Act, any other law, including, without limitation, any
state securities law, or any rule or regulation thereunder relating to the offer
or  sale of the Registrable Securities pursuant to the Registration Statement or
any New Registration Statement  or (iv) any material violation by the Company of
this  Agreement  (the  matters  in the foregoing clauses (i) through (iv) being,
collectively,  "VIOLATIONS").  The  Company  shall  reimburse  each  Indemnified
Person  promptly  as such expenses are incurred and are due and payable, for any
legal  fees  or  other  reasonable  expenses incurred by them in connection with
investigating  or  defending  any  such  Claim.  Notwithstanding anything to the
contrary  contained  herein,  the  indemnification  agreement  contained in this
Section  6(a):  (i)  shall not apply to a Claim by an Indemnified Person arising
out of or based upon a Violation which occurs in reliance upon and in conformity
with  information furnished in writing to the Company by such Indemnified Person
expressly  for  use  in  connection  with  the  preparation  of the Registration
Statement,  any  New  Registration  Statement  or  any such amendment thereof or
supplement  thereto, if such prospectus was timely made available by the Company
pursuant  to  Section  3(c) or Section 3(e); (ii) with respect to any superceded
prospectus,  shall  not  inure  to  the benefit of any such person from whom the
person  asserting  any  such Claim purchased the Registrable Securities that are
the subject thereof (or to the benefit of any person controlling such person) if
the  untrue  statement  or omission of material fact contained in the superceded
prospectus  was  corrected  in  the  revised  prospectus,  as  then  amended  or
supplemented,  if  such  revised  prospectus  was  timely  made available by the
Company pursuant to Section 3(c) or Section 3(e), and the Indemnified Person was
promptly advised in writing not to use the incorrect prospectus prior to the use
giving  rise  to  a  violation and such Indemnified Person, notwithstanding such
advice,  used it; (iii) shall not be available to the extent such Claim is based
on  a  failure  of  the  Investor  to  deliver  or  to cause to be delivered the
prospectus  made  available  by  the Company, if such prospectus was timely made
available  by  the  Company  pursuant  to Section 3(c) or Section 3(e); and (iv)
shall not apply to amounts paid in settlement of any Claim if such settlement is
effected  without  the prior written consent of the Company, which consent shall
not  be  unreasonably  withheld.  Such  indemnity shall remain in full force and
effect  regardless  of any investigation made by or on behalf of the Indemnified
Person  and  shall  survive  the  transfer  of the Registrable Securities by the
Investor  pursuant  to  Section  9.

     b.     In  connection  with  the  Registration  Statement  or  any  New
Registration  Statement,  the  Investor  agrees  to  severally  and  not jointly
indemnify,  hold  harmless and defend, to the same extent and in the same manner
as is set forth in Section 6(a), the Company, each of its directors, each of its
officers who signs the Registration Statement or any New Registration Statement,
each Person, if any, who controls the Company within the meaning of the 1933 Act
or  the  1934  Act  (collectively  and


together  with an Indemnified Person, an "INDEMNIFIED PARTY"), against any Claim
or  Indemnified  Damages to which any of them may become subject, under the 1933
Act,  the  1934  Act  or otherwise, insofar as such Claim or Indemnified Damages
arise  out  of  or are based upon any Violation, in each case to the extent, and
only  to  the  extent,  that  such  Violation  occurs  in  reliance  upon and in
conformity  with  written  information about the Investor set forth on Exhibit B
attached  hereto  and furnished to the Company by the Investor expressly for use
in  connection  with  such registration statement; and, subject to Section 6(d),
the  Investor  will reimburse any legal or other expenses reasonably incurred by
them  in  connection  with  investigating or defending any such Claim; provided,
however,  that  the  indemnity  agreement contained in this Section 6(b) and the
agreement with respect to contribution contained in Section 7 shall not apply to
amounts  paid  in settlement of any Claim if such settlement is effected without
the  prior  written  consent  of  the  Investor,  which  consent  shall  not  be
unreasonably  withheld;  provided,  further, however, that the Investor shall be
liable  under  this  Section 6(b) for only that amount of a Claim or Indemnified
Damages  as  does not exceed the net proceeds to the Investor as a result of the
sale  of  Registrable  Securities pursuant to such registration statement.  Such
indemnity  shall remain in full force and effect regardless of any investigation
made by or on behalf of such Indemnified Party and shall survive the transfer of
the  Registrable  Securities  by  the  Investor  pursuant  to  Section  9.

     c.     Promptly after receipt by an Indemnified Person or Indemnified Party
under  this  Section 6 of notice of the commencement of any action or proceeding
(including  any  governmental  action  or  proceeding)  involving  a Claim, such
Indemnified  Person or Indemnified Party shall, if a Claim in respect thereof is
to  be  made against any indemnifying party under this Section 6, deliver to the
indemnifying  party  a  written  notice  of  the  commencement  thereof, and the
indemnifying  party  shall  have the right to participate in, and, to the extent
the  indemnifying  party  so  desires, jointly with any other indemnifying party
similarly  noticed,  to  assume  control  of  the  defense  thereof with counsel
mutually  satisfactory  to  the indemnifying party and the Indemnified Person or
the  Indemnified  Party,  as  the  case  may  be;  provided,  however,  that  an
Indemnified  Person  or Indemnified Party shall have the right to retain its own
counsel  with the fees and expenses to be paid by the indemnifying party, if, in
the  reasonable  opinion  of  counsel  retained  by  the indemnifying party, the
representation  by  such  counsel of the Indemnified Person or Indemnified Party
and  the  indemnifying  party  would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other  party  represented  by  such  counsel in such proceeding. The Indemnified
Party or Indemnified Person shall cooperate fully with the indemnifying party in
connection  with  any  negotiation or defense of any such action or claim by the
indemnifying  party  and shall furnish to the indemnifying party all information
reasonably  available  to  the  Indemnified  Party  or  Indemnified Person which
relates  to  such  action  or  claim.  The  indemnifying  party  shall  keep the
Indemnified  Party  or  Indemnified Person fully apprised at all times as to the
status  of  the defense or any settlement negotiations with respect thereto.  No
indemnifying  party  shall  be liable for any settlement of any action, claim or
proceeding  effected  without  its  written consent, provided, however, that the
indemnifying  party  shall  not  unreasonably  withhold,  delay or condition its
consent.  No  indemnifying  party  shall, without the consent of the Indemnified
Party  or Indemnified Person, consent to entry of any judgment or enter into any
settlement  or  other compromise which does not include as an unconditional term
thereof  the  giving  by  the claimant or plaintiff to such Indemnified Party or
Indemnified  Person  of a release from all liability in respect to such claim or
litigation.  Following  indemnification  as  provided  for  hereunder,  the
indemnifying party shall be subrogated to all rights of the Indemnified Party or
Indemnified  Person  with  respect  to  all third parties, firms or corporations
relating  to the matter for which indemnification has been made.  The failure to
deliver written notice to the indemnifying party within a reasonable time of the
commencement of any such action shall not relieve such indemnifying party of any
liability  to  the Indemnified Person or Indemnified Party under this Section 6,
except to the extent that the indemnifying party is prejudiced in its ability to
defend  such  action.


     d.     The  indemnification  required  by  this  Section 6 shall be made by
periodic  payments  of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred.

     e.     The  indemnity  agreements  contained herein shall be in addition to
(i) any cause of action or similar right of the Indemnified Party or Indemnified
Person  against  the  indemnifying party or others, and (ii) any liabilities the
indemnifying  party  may  be  subject  to  pursuant  to  the  law.

     7.     CONTRIBUTION.

     To the extent any indemnification by an indemnifying party is prohibited or
limited  by  law, the indemnifying party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section
6 to the fullest extent permitted by law; provided, however, that: (i) no seller
of  Registrable  Securities  guilty  of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from
any  seller  of  Registrable  Securities  who  was  not  guilty  of  fraudulent
misrepresentation; and (ii) contribution by any seller of Registrable Securities
shall be limited in amount to the net amount of proceeds received by such seller
from  the  sale  of  such  Registrable  Securities.

     8.     REPORTS  AND  DISCLOSURE  UNDER  THE  SECURITIES  ACTS.

     With  a  view  to making available to the Investor the benefits of Rule 144
promulgated  under  the  1933 Act or any other similar rule or regulation of the
SEC  that  may at any time permit the Investor to sell securities of the Company
to  the  public  without  registration  ("RULE 144"), the Company agrees, at the
Company's  sole  expense,  to:

     a.     make  and  keep  public  information  available,  as those terms are
understood  and  defined  in  Rule  144;

     b.     file with the SEC in a timely manner all reports and other documents
required  of  the  Company  under  the  1933 Act and the 1934 Act so long as the
Company  remains subject to such requirements and the filing of such reports and
other  documents  is  required  for  the  applicable provisions of Rule 144; and

     c.     furnish  to  the  Investor  so long as the Investor owns Registrable
Securities,  promptly  upon request, (i) a written statement by the Company that
it has complied with the reporting and or disclosure provisions of Rule 144, the
1933  Act  and  the 1934 Act, (ii) a copy of the most recent annual or quarterly
report  of  the  Company  and  such  other reports and documents so filed by the
Company,  and  (iii)  such  other  information as may be reasonably requested to
permit  the  Investor  to  sell  such  securities  pursuant  to Rule 144 without
registration.

          d.     take  such additional action as is requested by the Investor to
enable  the  Investor  to  sell the Registrable Securities pursuant to Rule 144,
including,  without  limitation,  delivering  all such legal opinions, consents,
certificates,  resolutions  and  instructions to the Company's Transfer Agent as
may  be  requested  from  time  to  time  by  the  Investor  and otherwise fully
cooperate  with Investor and Investor's broker to effect such sale of securities
pursuant  to  Rule  144.

          The  Company  agrees  that damages may be an inadequate remedy for any
breach  of  the  terms and provisions of this Section 8 and that Investor shall,
whether  or  not  it  is  pursuing any remedies at law, be entitled to equitable
relief  in  the  form  of  a  preliminary  or  permanent  injunctions,  without


having  to post any bond or other security, upon any breach or threatened breach
of  any  such  terms  or  provisions.

9.     ASSIGNMENT  OF  REGISTRATION  RIGHTS.

     The  Company  shall  not assign this Agreement or any rights or obligations
hereunder  without  the prior written consent of the Investor.  The Investor may
not  assign  its  rights under this Agreement without the written consent of the
Company.

     10.     AMENDMENT  OF  REGISTRATION  RIGHTS.

     Provisions  of this Agreement may be amended and the observance thereof may
be waived (either generally or in a particular instance and either retroactively
or  prospectively),  only  with  the  written  consent  of  the  Company and the
Investor.

     11.     MISCELLANEOUS.

     a.     A Person is deemed to be a holder of Registrable Securities whenever
such  Person owns or is deemed to own of record such Registrable Securities.  If
the  Company receives conflicting instructions, notices or elections from two or
more  Persons with respect to the same Registrable Securities, the Company shall
act  upon  the  basis  of  instructions,  notice  or  election received from the
registered  owner  of  such  Registrable  Securities.

     b.     Any  notices,  consents, waivers or other communications required or
permitted  to  be given under the terms of this Agreement must be in writing and
will  be  deemed  to  have  been  delivered:  (i)  upon  receipt, when delivered
personally;  (ii) upon receipt, when sent by facsimile (provided confirmation of
transmission is mechanically or electronically generated and kept on file by the
sending  party);  or  (iii) one (1) Business Day after deposit with a nationally
recognized  overnight  delivery  service, in each case properly addressed to the
party  to  receive  the  same.  The  addresses  and  facsimile  numbers for such
communications  shall  be:

     If  to  the  Company:
          Competitive Technologies, Inc.
          777 Commerce Drive, Suite 100
          Fairfield, Connecticut 06825
          Telephone:     203-368-6044
          Facsimile:     203-368-5399
          Attention:     Chief Executive Officer

     With  a  copy  to:
          Cutler  Law  Group
          3355  W  Alabama,  Ste  1150
          Houston,  TX  77098
          Telephone:     713-888-0040
          Facsimile:      800-836-0714
          Attention:      M.  Richard  Cutler


     If  to  the  Investor:
          Crisnic  Fund  SA  C/O
          Lexperts  ConHotel  Office  Center
          Office  5  Sabana  Norte  San  Jose,  Costa  Rica
          Attention:  Anthony  Gentile
          Portfolio  Manager
          Telephone:  (506)  -2282  7352
          Facsimile:   (506)  2291-4952
          Attention:  Anthony  Gentile

          With a Copy to: (which will not constitute notice)

          Anslow  &  Jaclin,  LLP
          195  Route  9  South  2nd  Floor
          Manalpan,  New  Jersey  07726
          Attention:  Gregg  E.  Jaclin
          Telephone:  (732)  409-1212
          Facsimile    (732)  577-1188

or at such other address and/or facsimile number and/or to the attention of such
other  person  as  the  recipient party has specified by written notice given to
each  other  party  three  (3)  Business Days prior to the effectiveness of such
change.  Written  confirmation  of  receipt  (A)  given by the recipient of such
notice,  consent,  waiver  or  other  communication,  (B)  mechanically  or
electronically  generated by the sender's facsimile machine containing the time,
date,  recipient  facsimile  number  and  an  image  of  the  first page of such
transmission  or  (C)  provided  by  a  nationally recognized overnight delivery
service,  shall be rebuttable evidence of personal service, receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with  clause  (i),  (ii)  or  (iii)  above,  respectively.

     c.     Failure  of  any  party  to  exercise any right or remedy under this
Agreement  or otherwise, or delay by a party in exercising such right or remedy,
shall  not  operate  as  a  waiver  thereof.

     d.     The  corporate laws of the State of Delaware shall govern all issues
concerning  the  relative rights of the Company and its stockholders.  All other
questions  concerning the construction, validity, enforcement and interpretation
of  this  Agreement  shall  be governed by the internal laws of the State of New
York, without giving effect to any choice of law or conflict of law provision or
rule  (whether  of  the  State of New Yorkor any other jurisdictions) that would
cause  the  application of the laws of any jurisdictions other than the State of
New  York.   Each party hereby irrevocably submits to the exclusive jurisdiction
of  the  state  and  federal  courts  sitting  the  City  of  New  York, for the
adjudication  of  any  dispute  hereunder  or in connection herewith or with any
transaction  contemplated  hereby  or  discussed  herein, and hereby irrevocably
waives,  and  agrees  not to assert in any suit, action or proceeding, any claim
that  it  is  not personally subject to the jurisdiction of any such court, that
such  suit, action or proceeding is brought in an inconvenient forum or that the
venue  of  such  suit,  action  or  proceeding  is  improper.  Each party hereby
irrevocably  waives  personal  service  of process and consents to process being
served  in any such suit, action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees that
such  service shall constitute good and sufficient service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way any right
to  serve  process  in  any  manner  permitted by law.  If any provision of this
Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity
or  unenforceability  shall  not  affect  the  validity or enforceability of the
remainder  of  this  Agreement  in  that  jurisdiction  or  the  validity  or
enforceability  of  any  provision  of this Agreement in any other jurisdiction.
EACH  PARTY  HEREBY


IRREVOCABLY  WAIVES  ANY  RIGHT  IT  MAY HAVE, AND AGREES NOT TO REQUEST, A JURY
TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR
ARISING  OUT  OF  THIS  AGREEMENT  OR  ANY  TRANSACTION  CONTEMPLATED  HEREBY.

     e.     This  Agreement,  and  the  Purchase Agreement constitute the entire
agreement among the parties hereto with respect to the subject matter hereof and
thereof.  There are no restrictions, promises, warranties or undertakings, other
than  those set forth or referred to herein and therein.  This Agreement and the
Purchase  Agreement  supersede all prior agreements and understandings among the
parties  hereto  with  respect  to  the  subject  matter  hereof  and  thereof.

     f.     Subject to the requirements of Section 9, this Agreement shall inure
to  the  benefit  of and be binding upon the permitted successors and assigns of
each  of  the  parties  hereto.

     g.     The headings in this Agreement are for convenience of reference only
and  shall  not  limit  or  otherwise  affect  the  meaning  hereof.

     h.     This  Agreement  may  be executed in identical counterparts, each of
which  shall be deemed an original but all of which shall constitute one and the
same  agreement.  This  Agreement, once executed by a party, may be delivered to
the  other  party  hereto  by facsimile transmission of a copy of this Agreement
bearing  the  signature  of  the  party  so  delivering  this  Agreement.

     i.     Each  party shall do and perform, or cause to be done and performed,
all  such  further acts and things, and shall execute and deliver all such other
agreements,  certificates,  instruments  and  documents,  as the other party may
reasonably  request in order to carry out the intent and accomplish the purposes
of  this Agreement and the consummation of the transactions contemplated hereby.

     j.     The  language  used  in  this  Agreement  will  be  deemed to be the
language  chosen  by  the parties to express their mutual intent and no rules of
strict  construction  will  be  applied  against  any  party.

     k.     This Agreement is intended for the benefit of the parties hereto and
their  respective  permitted  successors and assigns, and is not for the benefit
of,  nor  may  any  provision  hereof  be  enforced  by,  any  other  Person.


             [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]







     IN  WITNESS  WHEREOF,  the  parties  have  caused  this Registration Rights
Agreement  to  be  duly  executed  as  of  day  and  year  first  above written.



                              THE  COMPANY:

                              COMPETITIVE  TECHNOLOGIES,  INC.


                              By:  \s\ John B. Nano
                                   ----------------
                              Name:  John  B.  Nano
                              Title:  President


                              INVESTOR:

                              CRISNIC  FUND  SA


                              By:  \s\ Anthony Gentile
                                   -------------------
                              Name:  Anthony  Gentile
                              Title:  Portfolio  Manager

EX-99.1

Exhibit 99.1                                               For immediate release

  COMPETITIVE TECHNOLOGIES RAISING CAPITAL TO ACCELERATE CALMARE  PAIN THERAPY
                                TREATMENT SALES

FAIRFIELD, CT - (JUNE 2, 2010) - COMPETITIVE TECHNOLOGIES, INC. (NYSE AMEX: CTT)
today  announced  that  it  has  signed an agreement to raise over $5 million by
selling 2 million shares of equity to Crisnic Fund, S.A. based on a 15% discount
from  the  volume  weighted  average  price  on  the  date  the SEC declares the
registration  effective,  as  detailed  in the 8-K being filed today.  The funds
raised  will  provide financing for CTT to more aggressively sell its innovative
Calmare  Pain  Therapy Treatment, which treats chronic neuropathic and oncologic
pain,  both  in  the  U.S.  and  internationally.

"Our Calmare Pain Therapy Treatment sales have been increasing each quarter, and
we  expect  sales to grow more rapidly as doctors and their patients observe the
growing  body  of evidence-based research that shows Calmare successfully treats
the  various  types  of  oncologic  and neuropathic pain suffered by millions of
patients worldwide, including 75 million Americans who suffer from chronic pain.
Evidence shows Calmare pain therapy effectively treats chronic cancer pain (CCP)
and  is  the only highly effective treatment for chemotherapy-induced peripheral
neuropathy  (CIPN)  without  harmful,  adverse side effects," said John B. Nano,
CTT's  Chairman,  President  and  CEO.  "Providing this new, non-invasive way to
treat pain other than prescribing opioids such as morphine continues to be a key
focus  of our mission to improve the quality of life for patients.  We expect to
revolutionize  how  chronic  pain  is  treated  globally."

Calmare  is  being used to treat international patients in Italy, India, Greece,
Bangladesh,  and  U.S. patients at clinics in Massachusetts, New York, Virginia,
Florida,  Connecticut and Rhode Island.  In addition to treating pain associated
with  cancer  and cancer treatments, the Calmare device also successfully treats
chronic  neuropathic  pain resulting from shingles, failed back surgery, phantom
limb  syndrome,  sciatica,  spinal  stenosis  and  other  maladies.

The  non-invasive  Calmare  pain  therapy device uses the biophysical "Scrambler
Therapy"  technology,  which  was  developed in Italy by CTT's client, Professor
Giuseppe  Marineo.  CTT's  partner,  GEOMC Co. Ltd. of Seoul, Korea is currently
manufacturing  the  Calmare  device,  which  has U.S. FDA clearance and European
Union  CE  Mark  clearance for sales.  For more information on the device, visit
visit  www.calmarett.com.

ABOUT  CRISNIC  FUND,  S.A.

Crisnic  Fund, S.A., is a private equity group dedicated to micro-cap companies.
The  Crisnic  Fund  acts  as  the underwriter for indirect primary offerings for
U.S.-based  publicly  traded  companies in the small capitalization marketplace.
For  more  information,  visit  www.crisnicfund.com.

ABOUT COMPETITIVE TECHNOLOGIES, INC.

Competitive Technologies, established in 1968, provides distribution, patent and
technology transfer, sales and licensing services focused on the needs of its
customers and matching those requirements with commercially viable product or
technology solutions.  CTT is a global leader in identifying, developing and
commercializing innovative products and technologies in life, electronic, nano,
and physical sciences developed by universities, companies and inventors.  CTT
maximizes the value of intellectual assets for the benefit of its customers,
clients and shareholders. Visit CTT's website: www.competitivetech.net

Statements made about our future expectations are forward-looking statements and
subject to risks and uncertainties as described in our most recent Annual Report
on Form 10-K for the year ended July 31, 2009, filed with the SEC on October 27,
2009, and other filings with the SEC, and are subject to change at any time.
Our actual results could differ materially from these forward-looking
statements.  We undertake no obligation to update publicly any forward-looking
statement.

Direct inquiries to:  Johnnie D. Johnson, IR Services, LLC, Tel: 860.434.2465,
Email: jdjohnson@corpirservices.com