8-K

                                  CTTC8K41802
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

                        APRIL 19, 2011 (MARCH 31, 2011)
                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.)


             1375 KINGS HIGHWAY EAST, FAIRFIELD, CONNECTICUT 06824
             -----------------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)

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

                777 COMMERCE DRIVE, FAIRFIELD, CONNECTICUT 06825
                ------------------------------------------------
         (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))

                                   CTT8K41901

ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On March 31, 2011, Competitive Technologies, Inc. (the "Company") entered into a
distribution agreement with Life Episteme Italia ("LEI").  LEI was previously a
majority owned subsidiary of Life Episteme Group ("LEG"), and is now wholly
owned by Hospital Consulting SpA ("HC").  Pursuant to the distribution
agreement, LEI will have exclusive distribution rights in Italy and Malta for
the Company's Calmare pain therapy medical devices.

On March 31, 2011, the Company entered into a settlement agreement with LEG.
Pursuant to the settlement agreement, the distribution agreement with LEG was
mutually terminated and LEG affirmed that the Company had previously reclaimed
55 Calmare devices, which had been delivered to LEG but for which payment was
not received by the Company.  The Company had previously unilaterally terminated
the distribution agreement.

Under the agreements, the Company also sold 53 of the 55 reclaimed units of the
Calmare device to LEI, now a wholly owned subsidiary of HC.

ITEM 8.01.  OTHER EVENTS

On April 13, 2011, the Company issued the press release attached hereto as
Exhibit 99.1

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

The following exhibits are filed herewith:

No.  Description
---  -----------

10.1 Distribution Agreement between Competitive Technologies, Inc. and Life
     Episteme Italia S.r.l. effective March31, 2011. Pursuant to Rule 24b-2 of
     the Exchange Act, confidential information has been omitted and marked as
     "[Confidential Information Omitted]", and has been filed separately with
     the Securities and Exchange Commission pursuant to a Confidential Treatment
     Application filed with the Commission.

10.2 Settlement Agreement between Competitive Technologies, Inc. and Life
     Episteme SARL effective March 31, 2011.

99.1 Press Release dated April 13, 2011.

                                   SIGNATURES

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

                         COMPETITIVE TECHNOLOGIES, INC.
                                  (Registrant)

Dated: April 19, 2011         By: /s/ Johnnie D. Johnson
                              --------------------------
                              Johnnie D. Johnson
                              Chief Executive Officer

                                   CTT8K41902

EX-10.1

Exhibit 10.1
                             DISTRIBUTION AGREEMENT
                             ----------------------

This  DISTRIBUTION  AGREEMENT  ("Agreement"),  effective  as  of  March 31, 2011
('"Effective  Date"),  is  entered into by and between Competitive Technologies,
   ---------------
Inc.  ("CTTC").  a  Delaware  corporation  having  a  place  of  business  at:
        ----

                         Competitive Technologies, Inc.
                       1375 Kings Highway East, Suite 400
                          Fairfield, CT 06824, U.S.A.
  And Life Episteme Italia S.r.l. ("Distributor"), an Italian Company with its
                                    -----------
                             legal headquarters at:

                    Via Val Fiorita N.86, 00144 Roma, Italia

                                   WITNESSETH

WHEREAS,  CTTC owns (Schedule 1 "CTTC exclusive rights to Market") the exclusive
rights  to  worldwide  Marketing,  Distribution and Sales of the Calmare(R) Pain
Therapy  medical device (Model MC-5A and any subsequent improvements and models)
exclusively  based upon the Scrambler Therapy scientific principle, whose Patent
is  owned  by  Delta  Research  &  Development and, more specifically. Professor
Giuseppe  Marineo.  For  simplicity of purpose in this Distribution Agreement it
shall  be  referred  to as "Calmare(R)/Scrambler", whatever other names might be
referenced  in  other  public  documents.

WHEREAS,  Calmare(R)/Scrambler  is  also  sometimes  referred  in various public
documents,  and  in  particular,  as  "Apparatus  and  Method  for  Quick  Pain
Suppression", "Transcutaneous Electrical Nerve Stimulator for Pain Relief, "Pain
Stopper",  "Electrical  Neuropathic Treatment", "MC-5A" pain device or unit, and
all  those  names  are  referring  to  "Calmare(R)/Scrambler"  (Schedule  2
"Calmare(R)/Scrambler  and  other  associated  names").  Specifically, all other
names  shall  be  incorporated  by reference into "Calmare(R)/Scrambler" as used
herein.

WHEREAS, Patent registration for Calmare(R)/Scrambler has been filed (Schedule 3
"Calmare(R)/Scrambler  Patent  filing") in the Country/Countries assigned in the
Territory  of  interest  to  Distributor.

WHEREAS,  CTTC  has  provided  Distributor  with  all  the  following
Calmare(R)/Scrambler  documentation: (Schedule 4 "Calmare(R)/Scrambler CE Mark")
(Schedule  5  "Calmare(R)/Scrambler  FDA  clearance")  (Schedule  6
"Calmare(R)/Scrambler  Declaration  of  Country  of  Origin")  (Schedule  7
"Calmare(R)/Scrambler  Declaration  of  Conformity")  (Schedule  8
"Calmare(R)/Scrambler  Warranty  Coverage")  (Schedule  9  "Calmare(R)/Scrambler
Technical Assistance") so that Distributor, based on its knowledge of applicable
local  laws  and business practice, has fully and carefully evaluated the market
and its legal framework in Distributor's Territory and decided that the Products
are  adequate  and suitable for lawful and financially and economically feasible
distribution  within  Distributor's  Territory.

WHEREAS,  specifically, Calmare(R)/Scrambler can be marketed, presented, loaned,
rented,  leased,  sold for end-patient use performed ONLY by Hospitals, Clinics,
or  other  professional  Medical  Practices/Doctors  and,  in  particular, NEVER
marketed,  presented,  loaned,  leased  sold  to  private  individuals.

WHEREAS,  more particularly, Calmare(R)/Scrambler can be loaned, rented, leased,
or  sold  only after completing specified instruction and training, performed by
qualified  and  authorized

                                   CTT8K41903

professionals  (Schedule  10  "Calmare(R)/Scrambler  Authorized  Training")  to
professionals  following  the  Calmare(R) User's Manual, and Calmare(R) Tutorial
and  Study  Guide.

WHEREAS,  CTTC  wishes to appoint Distributor as the exclusive sales channel for
certain  identified product(s), and Distributor desires to provide such services
to  CTTC,  in each case, on the promises, terms and conditions set forth herein.

NOW  THEREFORE,  in consideration of the mutual promises and covenants set forth
herein,  the  Parties  agree  as  follows:

1.0     RIGHT TO DISTRIBUTE

1.1     CTTC  hereby  grants  Distributor  the exclusive rights to purchase from
CTTC, and the exclusive right to distribute the Products identified (Schedule 11
"Product (s) Patent filing") solely within the Territory as defined hereinafter.

1.2     CTTC hereby grants Distributor the exclusive right to sell solely in the
Territory  as  defined  hereinafter  (Schedule 12 "Country/Countries in assigned
Territory").  Any  opportunity  to  sell  outside  assigned  Territory  must  be
authorized  in  advance in writing through CTTC Management, and any such request
by Distributor shall be evaluated on a case-by-case basis to determine potential
conflict  with  any  other  ongoing  Business  Activities,  before  providing
authorization  from CTTC to Distributor to proceed according to negotiated terms
and  conditions  in  any  newly  assigned  Territory  not  presently included in
Schedule  12.  Specifically,  Distributor  is  not  authorized  to  conduct  any
marketing  and/or distribution of Calmare(R) in another Distributors' Territory.

1.3     CTTC  hereby  grants  Distributor  a  "Right of First Refusal Option" to
accept  or  to  refuse  the  opportunity  to  engage  in the sales of other CTTC
Products  when  available  in  the future. The Distributor has a period of sixty
(60)  days to execute an "Option" exercise after receiving official notification
from  CTTC  of  the  availability of Other Products; failure to do so within the
specified  period  shall  be automatically considered as an implicit and express
refusal  to  exercise  this  right  of  first  refusal  option.

1.4     Distributor  shall  purchase  the Product(s) for resale from CTTC at the
price  set forth in the present Agreement (Schedule 13 "Pricing"). That Schedule
may  be  amended  by  CTTC  three  (3)  years  after the date of this Agreement.

1.5     All  orders  for  current  identified  Product(s)  shall  be  sent  by
Distributor  ONLY  to  CTTC,  and with copy to the designee who is identified to
Distributor  in  advance  in  writing.

1.6     All  sales  to  Distributor  are final. Any defective Product(s) must be
returned to the Manufacturer, with any such return being subject to the terms of
the  warranty  (Schedule  8  "Calmare(R)/Scrambler  Warranty  Coverage").
Specifically,  CTTC shall indicate to the Distributor where defective Product(s)
along  with  required  documentation  are  to be returned. The Distributor shall
submit  and  prosecute  a  claim for any Product(s) damaged in transit where the
Distributor  is  the  shipper.

1.7     Without  regard  to  whether  the  Patent(s) for Calmare(R)/Scrambler is
registered  in  a  specific  Territory,  Distributor shall keep confidential and
secret  any  and  all data and/or information, and intellectual property for the
Calmare(R)/Scrambler,  including  plans,  specifications,  operating parameters,
know-how,  engineering,  software,  firmware, algorithm, hardware configurations
for  assemblies,  parts,  components,  casing  and  carts

                                   CTT8K41904


and  manufacturing  directions and configurations, and shall refrain from taking
any  action  or  passing/sharing any information, whether electronic, written or
oral,  whatsoever  that  could be used for cloning, reverse engineering or other
infringement of the intellectual property for the Calmare(R)/Scrambler and, more
specifically,  the  current  Model  MC-5A,  and any future series or any related
assemblies, parts or components. Notwithstanding Section 2.2, any breach of this
Section  1.7,  or  infringement,  after verification by CTTC, shall provide CTTC
with the right immediately to terminate this Agreement by sending to Distributor
a  written  notice of such a breach, by fax, courier or email, communicating the
immediate  termination of this Agreement. In such termination for cause based on
infringement  or  misappropriation  of  intellectual  property  violating  this
Agreement,  CTTC  shall  collect  from  Distributor  a  penalty comprised of the
minimum  of  a  fixed  fee  of  $2,000,000 US Dollars as liquidated damages plus
additional  actual  damage  awards  to  be  determined by the appropriate court.

1.8     Distributor  commits  to (i) actively and continually market and promote
the  Product(s)  to appropriate potential customers and marketing channels; (ii)
use  best efforts to promote the sale of the maximum quantity of Product(s); and
(iii)  accurately  advise  potential  customers  of  the  selection,  use  and
functionality  of  the  Product(s).  Distributor  shall keep CTTC informed as to
conditions  that  might  affect  the  sale of the Product(s) in the marketplace.

1.9     Distributor  shall  refrain  from  taking  actions  that may tarnish the
reputation  or  image of CTTC or the Product(s). Distributor shall establish and
maintain  an adequate marketing program and a sales force, and customer training
and  technical  service representatives, who are properly trained in all aspects
of  the  distributed  Product  and may routinely be reviewed by CTTC. CTTC shall
have  the  right  to review and discuss with Distributor at reasonable times and
with  reasonable  frequency  all  aspects  of the marketing and service program.
Distributor  shall  be  solely  responsible  for  establishing the terms of sale
(subject to any limitations set forth herein) including, without limitation, the
sale  price  of  the  Product(s),  consummating  the  sale  of  any  Product(s),
collecting  the  sale price, and for providing any post-sale service that may be
necessary  with  the  exception  of manufacturer warranty claims, which shall be
handled  by  the  Manufacturer.

l.l0     To  assist  Distributor  in  marketing the Product(s), CTTC may provide
Distributor  with  such  marketing  materials as CTTC may deem appropriate. CTTC
shall  also have the right to review/evaluate and to decide whether to authorize
any marketing materials mentioning CTTC or Calmare(R)/Scrambler that Distributor
might  propose  to  disseminate. CTTC shall retain the sole discretion to change
marketing  materials at any time and to provide such revised marketing materials
to Distributor for all future use. Distributor shall have obligation to use such
materials  (so  long as such marketing materials do not offend local law, custom
or  business  practice)  and  shall defray any cost for translation and printing
into  local  language(s)  for  distribution  of  the materials, or of substitute
materials  proposed  to  and  approved by CTTC to avoid offense under local law,
custom  or  business  practice,  within  "Territory".

1.11     Distributor  shall  attend  and participate, at its own cost for travel
and  accommodation,  with  at  least one representative, at any global Marketing
Event  to  which  Distributor  is  invited  by  CTTC.

1.12     Distributor  shall  participate  with  own  exhibit booth at least at 2
major  National  convention and meeting events, such as those of the Congress of
Oncology,  Palliative  Care,  Anesthesia,  and  Neurology  in  Distributor's own
assigned  Territory.  Distributor

                                   CTT8K41905

shall  provide  an  invitation,  along  with  Hotel  accommodation  prepaid  by
Distributor  collocated with the convention or meeting, provided that CTTC shall
pay  the  travel  cost  of  sending  its  own  representative(s).

1.13     Distributor  shall  provide  a  written  sales  summary  of  actual and
forecasted  sales  monthly  to  CTTC according to the Reporting system that CTTC
shall  issue.  Each  Monthly  Report  shall be provided to CTTC on or before the
fifteenth  (15th)  calendar day of the next month. Any further useful commercial
information  requested  by  CTTC or delegates has to be provided by Distributor.

1.14     The  authority granted to Distributor is to distribute those Product(s)
it  has  purchased  from CTTC solely within the Territory. Moreover, Distributor
shall  not  sell Product(s) to purchasers outside the Territory or to purchasers
inside  or  outside  the  Territory  that  Distributor believes or has reason to
believe  are  primarily  intended  for use or distribution outside the Territory
without  written  permission from CTTC. Distributor shall not have, nor shall it
hold  itself out as having, either express or implied authority to accept orders
for the Product(s) on behalf of CTTC or to make contracts in the name of CTTC or
any  other  Party.

1.15     Distributor  acknowledges and agrees that Distributor is an independent
contractor  under  the  laws  and  rules  of  the United States Internal Revenue
Service (as well as any foreign equivalent) and the laws and procedural holdings
of  the  State  of  Connecticut.  Distributor  is not an employee of CTTC or any
subsidiary of CTTC, and Distributor shall not represent itself to be, nor permit
itself  to  be  represented  as,  anything  other  than  a  Distributor  of  the
Product(s).  Distributor  does not and shall not have any power to, nor shall it
represent that it has any power to, bind CTTC or create or assume any obligation
on  behalf  of  CTTC.

1.16     Distributor  shall  comply,  at  all  times, with all foreign, federal,
state  and  local  laws  and  regulations  applicable  to  it, including without
limitation, all applicable laws relating to the marketing, sale and distribution
of  medical devices within the Territory. At NO time shall Distributor engage in
any  high-pressure, morally questionable, unlawful or unethical sales techniques
(Schedule  14  "Ethical  Code").

1.17     Distributor  shall  not  make  any  representations  or warranties with
respect  to  the  Product(s)  beyond  the  product  warranties  given  by  the
Manufacturer  of  the  Product(s).  In  the  event  Distributor  may require any
specific  additional  or  extended warranty in its own Market, Distributor shall
advise  CTTC  of  Distributor's  perceived need and proposed solution that shall
simply verify to CTTC that the Distributor's modification is necessary and shall
not affect negatively CTTC activities on a global scale. If the change is needed
without major negative impact, CTTC shall grant the request at Distributor's own
cost  and  activity.

1.18     Distributor  shall  be  required  to  strictly follow CTTC's authorized
training  protocol  for  certification  of  medical  personnel  in  the  use and
application  of  the  Scrambler  Therapy  program  and  MC-5A medical device, in
association  with  the  strict compliance of the Calmare(R) User's Manual of the
device,  both  of  which may be modified from time to time by CTTC. The protocol
(Schedule  10  "  Calmare(R)/Scrambler  Authorized  Training")  is  absolutely
mandatory  in  its  entirety  and must be followed by Distributor as modified by
CTTC  from  time  to  time.

                                   CTT8K41906

1.19     Distributor  shall  be  required  to  use  only  the  Clinical  Studies
officially  published  (please see Schedule 15 "Clinical Studies List/Plan") and
cleared  by CTTC. Whilst further Clinical Studies to assess the effectiveness of
Calmare(R)/Scrambler are unnecessary, additional studies could be performed with
CTTC approval to determine the effectiveness of the Product(s) for other medical
conditions  or  for local Market requirements. In the event Distributor believes
additional  clinical  studies are necessary, Distributor shall seek guidance and
authorization  from CTTC, and more specifically shall communicate requirement to
Delta  Research  &  Development  and  Professor  Giuseppe  Marineo  for  their
evaluation. Professor Marineo alone would expressly provide the final scientific
acceptance  of  the protocol and validation of any additional Study. Thereafter,
CTTC  shall  communicate  to  Distributor  approval  of any Clinical Study to be
performed  locally along with payment requirements by the Principal Investigator
or  Distributor.  CTTC, in its sole discretion, may decide to share in the costs
of  such  Study if CTTC decides the Study may have strategic importance to CTTC.
In  any event, CTTC shall retain all decision-making authority regarding payment
of the financial commitments and the continuous supervision and approval of such
Studies.

1.20     Distributor shall comply strictly with CTTC's mandated Chain of Custody
and  Title  Documentation  Procedure,  (Schedule  16 "Chain of Custody and Title
Documentation  Procedure")  to  maintain detailed records of the identity of the
legal  owner  and  any  end-user  and  the  physical  location  for  each
Calmare(R)/Scrambler  sold,  temporarily  placed  for  demonstration  purposes,
leased,  donated  or  otherwise  permanently  or  temporarily  removed  from
Distributor's  legal  or  beneficial  ownership, custody or control. Distributor
shall  maintain and provide CTTC on a monthly basis, or immediately at any other
time  when  requested  by  CTTC  via  email  (or  any  other means), with all of
Distributor's chain of custody and title documentation. Distributor shall comply
with  all  applicable local privacy and other laws in assembling and maintaining
chain of custody and title documentation. The Parties acknowledge that the Chain
of  Custody  and Title Documentation Procedure (a) is essential because CTTC may
need  to notify owners, lessees, donees and other end-users from time to time of
recalls  or  updates  that  could be important to the safety or effectiveness of
medical  devices subject to this Agreement that include the Calmare(R)/Scrambler
units  and  related  accessories  in  the  interests  of CTTC and, derivatively,
Distributor and its customers, and (b) may be modified by CTTC from time to time
as  convenient  or  necessary.

1.21     Distributor  shall comply strictly with CTTC's authorized Adverse Event
Procedure,  (Schedule  17  "Adverse  Event  Procedure")  to  report  whenever
Distributor  receives  notice  or  a claim from an owner, lessee, donee or other
end-user of a Calmare(R)/Scrambler unit or from any governmental entity or third
Party  of  a  claim  of  injury  in operation or ineffectiveness in operation or
noncompliance  in  any  way  with any national, stale, provincial or other local
government requirement or international standard, including, but not limited to,
any  claim  of  violation  or  noncompliance with any directive of Food and Drug
Administration  or  any  equivalent  organization and any governing patent or CE
Mark,  trademark  or  copyright governmental issuing authority or of any adverse
third  Party  contesting  intellectual  property  rights  in  or  to  the
Calmare(R)/Scrambler  unit  or related accessories or intellectual property. The
Parties  acknowledge  that  the Adverse Event Procedure (a) is essential because
CTTC  may  need  to respond expeditiously to adverse governmental or third Party
notice  or  action  for  the protection of the rights and interests of CTTC and,
derivatively  of  Distributor and its customers; and (b) may be modified by CTTC
from  time  to  time  as  convenient  or  necessary.

                                   CTT8K41907

1.22     Distributor  shall  comply  strictly  with  CTTC's authorized Help Desk
Procedure,  (Schedule  18  "Help  Desk Procedure") to ensure prompt reporting to
CTTC  of  any technical or usage problem, concern or question related in any way
to  the  Calmare(R)/Scrambler  units,  any  accessory  or  any  associated
documentation,  usage  or  training.  The Parties acknowledge that the Help Desk
Procedure  (a) is the optimal and most cost-effective method for Distributor and
its  customers,  including  any  owner,  lessee,  donee  or  other end-user of a
Calmare(R)/Scrambler  unit, to present issues to and to obtain answers from, the
CTTC Help Desk in order to access and to contribute to and dynamically to update
CTTC's  knowledge  on the operation of the Calmare unit and related accessories;
and  (b)  may  be modified by CTTC from time to time as convenient or necessary.

1.23     Distributor's  rights  under  this  Agreement  shall terminate and CTTC
shall  have  no  further obligations under this Agreement, beyond fulfillment of
the  warranties  on any Product(s), if Distributor shall be owned in whole or in
part  by  Life  Episteme SARL or any affiliate, principal or member of LEG after
April  11,  2011;  provided,  however,  that  the  triggering  of this condition
subsequent  shall  not  affect the obligation of Distributor in relation to CTTC
for  any  Products  for which payment is due and owing to CTTC; provided further
that  Distributor  shall  make  payment to CTTC as agreed for any Product(s) for
which  payment  is due and owing to CTTC in accordance with agreed payment terms
even  if  this  condition  subsequent  is  triggered  and this Agreement thereby
terminates  in  all  other respects; and provided further that the triggering of
this  condition  subsequent  shall  eliminate  all  purchase,  sale  and payment
obligations  between  the parties on any order that has already been placed, but
not  fully  performed,  as  well  as  on  any  anticipated  future  order.

2.0     TERM OF AGREEMENT

2.1     Subject  to  the  other  provisions  of this Agreement, the term of this
Agreement shall be for an initial period of 60 (sixty) months from the Effective
Date  (the "Initial Term"): provided, however, that the term may be extended for
            -------------
additional  periods  of  sixty  (60)  month  periods (each a "Renewal Term" and,
                                                              ------------
collectively  with  the  Initial  Term,  the  "Term")  so long as (i) CTTC shall
                                              -----
continue  to  have  rights  to  the  Product(s), which rights CTTC shall use all
commercially  reasonable  efforts  to  maintain, and (ii) Distributor (a) .shall
have  honored  the present Agreement in its entirely and specifically shall have
purchased  from  CTTC (and not returned) Product(s) equal to or in excess of the
applicable  Quarterly  Product  Minimums,  as  set  forth in (Schedule 19 "Multi
Annual  Volume  Budget")  during  each  Quarter for the just ended Contract Year
(i.e., the Initial Term or Renewal Term, as applicable); (b) shall have made all
payments  on a timely basis; and (c) shall have complied with all other material
terms  and conditions of this Agreement. Once given, a continuation notice shall
become  an  irrevocable  obligation of Distributor. Each of the Initial Term and
each  Renewal  Term  may be referred to as a "Contract Year." Each Contract Year
                                              -------------
shall  be divided into four (4) equal periods, with each such period referred to
as  a  "Contract  Year  Quarter."  In turn, the Initial Term or any Renewal Term
        -----------------------
shall be divided into Contract Years. Notwithstanding the foregoing, Distributor
may  prevent  any auto-renewal of the Term by providing CTTC with written notice
of its intent to terminate this Agreement at least ninety (90) days prior to the
end  of  the  then-current  Term.

2.2     Either  Distributor  or CTTC may terminate this Agreement at any time if
the  other  Party  shall  materially breach its obligations hereunder; provided,
however,  that  the  non-breaching  Party shall give the breaching Party written
notice  of  such  breach,  and

                                   CTT8K41908

the  breaching  Party shall have thirty (30) calendar days after receipt of such
notice  to  cure  such  breach.  If  such  breach  is  cured  to  the reasonable
satisfaction  of the non-breaching Party during such period, then this Agreement
shall  continue  in  full  force  and effect. If such breach is not cured to the
satisfaction  of the non-breaching Party during such period, then this Agreement
shall  terminate  effective  upon  the close of business on the last day of such
period.

2.3     In the event CTTC shall no longer have the right to sell the Product(s),
Distributor's  right  to  sell  such Product(s) shall immediately terminate, and
CTTC  shall  have  no  liability  whatsoever  to  Distributor  arising from such
termination  unless  CTTC  is  determined  by  binding arbitration or a court of
competent  jurisdiction  to have engaged in material breach that resulted in its
loss  of  its  right to sell the Product(s). To the extent such termination does
not  apply  to all of the Product(s), this Agreement shall continue with respect
to  the  remaining  Product(s)  in  accordance  with  its  terms.

2.4     CTTC  shall  be  liable  for  actual, direct compensatory damages in the
event  of  breach  or wrongful termination by CTTC, but CTTC shall not be liable
for  any incidental or consequential damages, compensation or indemnification of
any  kind  arising  from the termination or expiration of this Agreement, or for
terminating  with or without cause without a material breach by Distributor at a
time  when  CTTC  continues  to have rights to sell the Product(s), whether said
damages,  compensation or indemnification are based on losses caused by previous
commitments  of Distributor, loss of investments, loss of present or prospective
profits,  loss  of  goodwill  or  clients,  or  any  other loss arising from the
termination  or  expiration  of  this  Agreement.

2.5     The  terms  and  conditions  of the following sections shall survive any
termination  or expiration of this Agreement: Sections 1.7, 1.9, 1.15, 2.0, 3.0,
4.0,  5.0,  6.0,  7.0,  8.0 and 9.0, as well as any other provisions that may be
necessary  to  interpret  the  same.

3.0     COMMERCIAL OBLIGATIONS

3.1     Distributor  shall  be  obligated  to  purchase from CTTC that number of
Product(s)  during  each  Contract  Year Quarter of each Contract Year as is set
forth  in  Schedule  19 "Multi Annual Volume Budget" for each such Contract Year
Quarter  (the  "Quarterly Product Minimums"). The Quarterly Product Minimums for
                ---------------------------
each  of  the first four (4) Contract Year Quarters are set forth in Schedule 19
                                                                     -----------
hereto.  The  Quarterly Product Minimums for Contract Year 6 and beyond shall be
set  by  CTTC  in  good  faith  taking  into account the number of sales and the
Quarterly  Product Minimums (on both a quarterly and annual basis) for the prior
Contract  Year  and  shall  be provided to Distributor at least ninety (90) days
prior  to  the  beginning  of  such  new  Contract  Year

3.2     Distributor  shall  pay  the  price  per unit established in Schedule 13
"Pricing.  Distributor shall also pay in addition any import and/or customs duty
and shipping cost. Normal delivery under this Agreement shall be VIA OCEAN-GOING
SHIPPING CONTAINERS. If urgent Air shipping is needed, the Distributor must make
that  request  to  CTTC and pay any additional shipping costs which shall be for
the  account  of  Distributor.

3.3     Distributor  shall  be  obligated  AT THE SIGNATURE OF THIS AGREEMENT to
place  an  Order  with  CTTC  for  the  number  of units equivalent to the first
Contract

                                   CTT8K41909

Year  Quarter  stated  in  Schedule 19 "Multi Annual Volume Budget". Distributor
shall place an identical Order again with CTTC during each year of the Agreement
as  stated  for  the  first  Calendar  Year Quarter in Schedule 19 "Multi Annual
Volume  Budget".  ANY  FAILURE  BY  DISTRIBUTOR  TO PLACE THESE ORDERS WITH CTTC
ALLOWS  CTTC  TO TERMINATE IMMEDIATELY THIS DISTRIBUTION AGREEMENT WITHOUT PRIOR
NOTICE  TO  DISTRIBUTOR.

3.4     For  acceptance,  an Order must be sent on an official Distributor Order
form  or  Letter  containing  the  same  clauses  and  conditions  stated in the
International  standard  CTTC form (Schedule 20 "CTTC International Order Form")
that is attached to this Agreement; each CTTC International Order Form, shall be
submitted properly stamped and signed by a representative who has full authority
to commit Distributor and shall be acknowledged by a representative who has full
authority  to  commit  CTTC.

3.5     Distributor  shall  be required to pay in advance via International Wire
Transfer  in the amount of 50% of the total cost in United States Dollars of any
Order  to  CTTC.  The  remaining  50% balance of the total cost in United States
Dollars  shall  be  paid  within  60  days  of the end of the month in which the
invoice  is  dated.  If any Product(s) arrive damaged, defective, or without the
proper  legal  documentation  needed  for  Client  acceptance,  the cost of such
Product(s)  shall  be  deductible  from the total amount due and the payment for
replacement Product(s) terms for properly rejected Produces) shall be due within
60  days of the end of the month in which such Product(s) have been substituted;
provided,  however, that Distributor shall be required to file, to prosecute and
to collect any claim for damage to Product(s) by the carrier in transit when the
Distributor  is the shipper. Distributor may be eligible for deferral of payment
of  50%  of  the  purchase price only so long as the Distributor shall remain in
strict  compliance  with  these  payment  terms.  If  CTTC  determines  that the
creditworthiness  of  the  Distributor or that the political or business climate
within  the  Territory  places  payment  at risk, CTTC shall have the unilateral
right  to  engage  in  a  "Credit  Validation" according to objective parameters
commonly  used  in  the  Territory,  such as "Basilea 3" for the Distributor and
International Country Rating by Standard & Poor's for the "Country risk" level,
or  other  generally  recognized  rating  services.  In  the  event  that  the
creditworthiness  of  Distributor  is  ascertained  by objective standards to be
sub-par.  then  CTTC may unilaterally demand that the Distributor ensure payment
by a guaranteed irrevocable International Letter of Credit by an acceptable Bank
with payment of 50% of the amount by CTTC draw down at the time of acceptance of
the  Order  and 50% within 60 days of the end of the month in which the Order is
received  by  CTTC.  The  Distributor will at all times reserve the right to pay
100%  of  the  amount  of  an Order at the time of that Order. CTTC shall have a
purchase  money  security  interest in all units for which CTTC has not received
payment  in  full  from  Distributor. The Parties acknowledge that this purchase
money  security  interest shall apply neither to a bona fide purchaser for value
without  notice  nor  to  any  Product(s)  sold by Distributor to that bona fide
purchaser  for value without notice prior to payment in full from Distributor to
CTTC.  CTTC may take any action necessary or appropriate to protect its purchase
money  security  interest  in  any  units.

3.6     Distributor  shall  pay interest to CTTC, on any amount unpaid when due,
in  the amount determined as one percent (1%) above the EuRibor rate for 3-month
obligations  on  the  payment  due  date.

                                   CTT8K41910

4.0     COMPENSATION

As  between  CTTC and Distributor, subject to CTTC's right to payment in full of
the  purchase  price  by  Distributor  to CTTC, Distributor shall be entitled to
retain  one hundred percent (100%) of all amounts received from the purchaser of
a  Product.  All travel, promotional, entertainment and other expenses and taxes
incurred  by  Distributor  in  its  efforts to market and promote the Product(s)
shall  be  the  sole  obligation  of  Distributor,  and Distributor shall not be
entitled  to  reimbursement  of  any  kind  from  CTTC.

5.0     CONFIDENTIALITY; NON-DISPARAGEMENT

5.1     Confidentiality.
        ----------------

a.     As  used herein, "Confidential Information'' means private, confidential,
                        -------------------------
trade  secret  or  other  proprietary  information  (whether  or not embodied or
contained  in some tangible form) relating to any actual or anticipated business
of CTTC or its clients, including, without limitation, any information which, if
kept  secret,  would  provide  CTTC  or  its clients with an actual or potential
economic  advantage  over others in the relevant trade or industry, such as, but
not limited to: business data (including cost data), price lists, strategies and
compensation.  Confidential  Information shall not include information that: (i)
at  the  time  of  first  disclosure  by  CTTC to Distributor was already in the
possession of Distributor by legal and proper means, as shown by written records
existing  at such time; (ii) is independently made available to Distributor on a
non-confidential  basis  by  an  unrelated  and  independent  third  Party whose
disclosure  does  not constitute a breach of any duty of confidentiality owed to
CTTC  or  its  clients;  or  (iii)  is  generally  available  to the public in a
readily-available  document.

b.     Except  in  an actual or potential business relationship with CTTC or its
clients,  or with the prior written authorization of CTTC, Distributor shall not
directly  or  indirectly use, disclose, disseminate, publish or otherwise reveal
any Confidential Information for the benefit of any Party other than CTTC or its
clients.  In  the  event  that  Distributor  is required by legal process (court
order,  subpoena,  etc.) to disclose Confidential Information, Distributor shall
first  (unless  expressly  prohibited  by  law) provide CTTC with notice and the
opportunity  to  take  appropriate action to preserve the confidential nature of
the  information;  provided,  that in the event CTTC elects not to seek an order
securing,  or  is  unsuccessful,  in  whole  or  in  part,  in  securing,  the
confidentiality of the information to be disclosed, Distributor shall limit such
disclosure to the minimum amount of Confidential Information necessary to comply
with  the  applicable  legal  process  as  established by the written opinion of
Distributor's  counsel.

c.     Upon  termination  of  Distributor's  discussions  with CTTC concerning a
potential  business  relationship  or  the  termination  of  any actual business
relationship,  in  either  case, for any reason, or upon CTTC's earlier request,
Distributor shall return to CTTC or destroy all Confidential Information and any
and  all  copies  or  reproductions  thereof,  and  any  documents  or materials
containing  Confidential  Information,  in  any  case,  whether  tangible  or
intangible,  in  Distributor's  possession  or  control.

                                   CTT8K41911

5.2     Non-Disparagement.  Distributor  acknowledges  that  any  disparaging
        -----------------
comments  by  Distributor  or its principals, employees or agent against CTTC or
the  Product(s) are likely to substantially harm the business reputation of, and
depreciate  the value of, CTTC. As such, Distributor agrees to act in good faith
so  as not to harm the business reputation of CTTC or the Product(s) in any way,
which  includes  Distributor's Agreement not to defame or publicly criticize the
services, business, integrity, veracity or reputation of the Product(s) or CTTC,
its  officers,  directors,  managers,  members,  employees, affiliates or agents
thereof,  in  either  a  professional or personal manner. The provisions of this
Section  shall  survive  any  termination  or expiration of this Agreement for a
period  of  five  (5)  years.

6.0     CONFLICT OF INTEREST

6.1     Distributor  shall  not  sell  or  distribute  products,  directly  or
indirectly,  that  are  in  competition  with  the  Product(s)  subject  to this
Distribution  Agreement  without  Distributor's  prior  written  authorization
following  full  disclosure  by  Distributor  to  CTTC.

6.2     Distributor  may  sell  or  distribute  other  products,  directly  or
indirectly  in  competition  with  the  Product(s)  subject to this Distribution
Agreement,  only  upon  prior  written  authorization  by  CTTC  following  by
Distributor's  full  disclosure  to  CTTC.

6.3     Distributor  expressly  represents  and  warrants  that  none  of  the
individuals,  indicated by letter agreement between the parties, shall now or at
any  time  in  the  future  have  any interest in Distributor or any involvement
whatsoever  in  the  performance  of  this  Agreement

7.0     ASSIGNMENT OR SUBCONTRACTING

7.1     Distributor  may  not assign or transfer this Agreement, or any interest
therein  or  claim  hereunder,  or subcontract any rights hereunder, without the
prior written approval of CTTC. If CTTC consents to such assignment or transfer,
the terms and conditions of this Agreement shall be binding upon any assignee or
transferee  and  shall  not  relieve  Distributor  of its obligations hereunder.

7.2     Upon  advance  approval  by  CTTC,  Distributor  may  contract  with
Sub-Distributors  who  are  marketing  channel  partners  within  the Territory.
Distributor  shall  be  solely  responsible for the compensation of any approved
Sub-Distributors,  and Sub-Distributor shall sign an Agreement in form stated or
approved  by  CTTC subjecting the Sub-Distributor to the terms and conditions to
which  Distributor  is  subject  pursuant to this Agreement. Any Sub-Distributor
shall  not be in privity of contract with CTTC, nor shall any Sub-Distributor be
a  third-party  beneficiary  of  this  or  any  other Agreement between CTTC and
Distributor  or  any  other  Party.  Distributor  shall  assure  that  the
Sub-Distributor shall comply, at all times, with all foreign, federal, state and
local  laws and regulations applicable to it, including, without limitation, all
applicable  laws  relating  to  the  marketing, sale and distribution of medical
devices  within  the  Sub-Distributor's  territory.  It is responsibility of the
Distributor  to  monitor  and  to  assure  that  each  that each Sub-Distributor
complies  with  Schedule  14  "Ethical  Code"  and  that  at  NO  time  does any
Sub-Distributor  engage  in  any  high-pressure,  morally  questionable, legally
improper  or  unethical  sales  technique.


                                   CTT8K41912

8.0     INDEMNIFICATION;  LIMITATION  OF  LIABILITY

8.1     Distributor  shall  defend,  indemnify, reimburse and hold CTTC harmless
from  and  against any and all liabilities, losses, damages and costs, including
reasonable  attorneys'  fees  (collectively,  "Losses"),  or  resulting  from or
                                              -------
arising  out  of  third  Party  claims  based  upon,  (a) the grossly negligent,
intentionally  wrongful  or illegal acts or omissions of Distributor; or (b) any
actions of Distributor beyond its authority granted hereby, including the making
of  any  representation  with  respect  to  Product(s).

8.2     Except  as provided under section 8.1 or with respect to breaches of the
confidentiality  provisions  or  scope  of  distributor grant, in no event shall
either  Party  be liable under this Agreement or otherwise to the other for more
than the actual compensatory damages incurred by the Party making the claim, and
neither  Party  shall  be  liable  for  any  incidental,  indirect,  punitive,
consequential  or  special  damages  arising  out  of  or in connection with the
Agreement  regardless  of  whether  such  claims are asserted in contract, tort,
warranty,  strict  liability,  negligence,  or otherwise, even if advised of the
possibilities of such damages. In no event shall the aggregate liability of CTTC
arising  under  or in connection with this Agreement (or any breach or violation
hereof) exceed the amount paid by Distributor to CTTC under this Agreement. Such
limitation  is  an  essential and material provision of this Agreement and was a
condition  upon  which  the  terms  and  pricing  were  based.

9.0     MISCELLANEOUS

9.1     Amendment  and Waiver. Any provision of this Agreement may be amended or
waived  only  with  the  written  and  signed  consent  of  both  Parties.

9.2     Severability.  If  any  provision  of this Agreement shall be held to be
illegal,  invalid,  or  unenforceable,  such  provision shall be enforced to the
maximum  extent  permissible  so as to effectuate the intent of the Parties, and
the validity, legality, and enforceability of the remaining provisions shall not
in  any  way  be  affected  or  impaired  thereby.

9.3     Applicable  Law. Parties to this Distribution Agreement shall be subject
to  all applicable international conventions and laws, provided, however, in the
event  of  a  conflict  of  laws, then laws of the State of Connecticut, U.S.A.,
shall  be  applied.

9.4     Arbitration.  The  Parties  agree that any dispute between them shall be
brought before the American Arbitration Association in Washington, D.C. and that
only  a  court  in the State of Connecticut, U.S.A. shall have jurisdiction over
any  dispute  and  consequent  arbitration.

9.5     Forum.  The Parties agree that only a court in the State of Connecticut,
U.S.A.  shall  have  jurisdiction  over  any dispute and consequent arbitration.

9.6     Notice.  Any  payment,  notice,  or  other  communication  required  or
permitted  to  be  made  to either Party hereunder shall be sufficiently made or
given  (i)  on  the  second  business day after mailing if sent to such Party by
internationally  recognized  overnight  courier,  (ii)  in the next business day
after  receipt  of confirmation of successful transmission if sent by facsimile,
and  (iii)  upon  receipt  if  given  by  hand

                                   CTT8K41913

delivery,  in each case, at its address given below, or such other address as it
shall  hereafter  designate  to  the  other  Party  in  writing:

                 IN THE CASE OF COMPETITIVE TECHNOLOGIES, INC.:
                 ---------------------------------------------

                               Johnnie D. Johnson
                            Chief Executive Officer
                         Competitive Technologies, Inc.
                       1375 Kings Highway East, Suite 400
                          Fairfield, CT 06824, U.S.A.
                                +1 203.368.6044

              WITH A COPY TO (WHICH SHALL NOT CONSTITUTE NOTICE):
              --------------------------------------------------

                               Stephen Sale, Esq.
                               Sale & Quinn, P.C.
                        910 16,h Street, N.W., 5,h Floor
                              Washington, DC 20006
                           1 202.887.5137 (facsimile)
                             1 202.833.4170 (main)
                         1 202.872.4713 (private line)

                          IN THE CASE OF DISTRIBUTOR:
                          --------------------------

                                Marisa Giampaoli
                          Life Episteme Italia S.r.l.
                    Via Val Fiorita 86, 00144 Roma RM, Italy
                               +39 (0)6 54211068

9.7     INTEGRATION.  This  Agreement  expresses  the  full contract between the
Parties,  and all other prior or contemporaneous oral or written representations
with  regard  to  the  subject  matter  hereof  shall  be  of  no  effect

9.8     INTERPRETATION, HEADINGS, NUMBER AND GENDER. The Parties acknowledge and
agree that this Agreement has been freely negotiated and shall be deemed to have
been  drafted  by the Parties jointly. Accordingly, no court should construe any
provision  for  or against any Party as a result of such Party being involved in
the  drafting  of  this  Agreement.  The  headings  of  the several sections are
inserted  for  convenience of reference only, and are not intended to be part of
or to affect the meaning or interpretation of this Agreement. In this Agreement,
where  the  context  so permits, the singular shall include the plural, and vice
versa,  and  references  to a particular gender shall include the other genders.
The  words  '"include," "includes" and "including" are not limiting and shall be
interpreted as if followed by the phase "without limitation." Unless the context
indicates  otherwise,  the  term "or" shall be deemed to include the term "and."

9.9     FORCE  MAJEURE.  No  Party hereto shall be liable in damages or have the
right  to cancel this Agreement for any delay or default in performing hereunder
if  such  delay or default is caused by conditions beyond its control, including
but  not  limited  to  acts  of  God,  binding government restrictions, wars, or
insurrections.

9.10     SIGNATURES  AND EXECUTION. This Agreement shall not be binding upon the
Parties  until it has been duly executed by or on behalf of each Party, in which
event it shall be effective on the Effective Date. The Parties' pdf version, and
a  print-out  of  that

                                   CTT8K41914

pdf version, of this Agreement shall have the effect, and shall be fully binding
on  the  parties  in the same fashion, as the document with original signatures.

9.11     Counterparts.  This  Agreement  may  be  executed  in three (3) or more
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute one and the same instrument. Delivery of an executed
counterpart  of  this  Agreement  by  facsimile  shall  be  equally effective as
delivery  of  an  original  executed  counterpart  of  this  Agreement.

9.12     Authorized  Signatories. The undersigned individuals each represent and
warrant  that  they  have  the  authority to execute this Agreement on behalf of
their  respective  companies  or in their individual capacities, as the case may
be.

9.13     No  Third-Party  Beneficiary. The Parties expressly acknowledge that no
Party other than CTTC and Distributor shall be a Party to or beneficiary of this
Agreement.  The  Parties  expressly  state their intention not to create, and in
fact  do not create, any third-Party beneficiary by, to or under this Agreement.

9.14     English as Controlling Language; PDF Signatures. Both Parties represent
that  they  have  carefully  read  this  English language Agreement, which alone
represents  the  agreement  of  the  Parties,  that they understand this English
language  Agreement and that they accept all terms and conditions stated in this
English language Agreement; and the Parties acknowledge that Parties' signed pdf
version,  and  a  print-out  of that signed pdf version, of this Agreement shall
have  the  same  effect,  and  shall be fully binding on the parties in the same
fashion,  as  the  document  with  original  signatures.



                            [Signature page follows]

                                   CTT8K41915


IN  WITNESS  WHEREOF,  the Parties hereto have executed this Agreement as of the
dates  shown  below.



Competitive Technologies, Inc.        Life Episteme Italia S.r.l.



By:        \s\ Johnnie D. Johnson     By:       \s\Marisa Giampaoli
           ----------------------               -------------------

Name:     Johnnie D. Johnson          Name:     Marisa Giampaoli

Title:    Chief Executive Officer     Title:    President

Date:     March 31st 2011             Date:     March 31st 2011
          ---------------                       ---------------






























                                   CTT8K41916


                                   SCHEDULE 2

              CALMARE(R)/SCRAMBLER AND OTHER ASSOCIATED USED NAMES



COMPETITIVE TECHNOLOGIES


17 March 2011



Subject: Declaration of Product Names

This document declares that all of the following names refer to medical device
for distribution and technology developed by Professor Giuseppe Marineo and
presented in documents by Competitive Technologies, Inc. all refer to
Calmare(R)/Scrambler:

Apparatus and Method for Quick Pain Suppression
Transcutaneous Electrical Nerve Stimulator for Pain Relief
Pain Stopper
Electrical Neuropathic Treatment
Scrambler
Scrambler Therapy
Scrambler Technology
Scrambler MC-5A
Calmare(R) Pain Therapy
Calmare(R) MC-5A


Declared  By:

\S\ ARIS D. DESPO
-----------------
NAME: ARIS D DESPO

TITLE:  EXECUTIVE  VICE  PRESIDENT





 1375 Kings Highway East Suite 400 Fairfield, CT 06824 Voice: 203.368.6044 Fax:
                                  203.368.5399

                        Website: www.competitivetech.net

                                   CTT8K41917

                                   SCHEDULE 5

                       CALMARE(R)/SCRAMBLER FDA CLEARANCE





 510(K) SUMMARY FOR THE COMPETITIVE TECHNOLOGIES, INC. SCRAMBLER THERAPY MC-5A
                        TENS DEVICE (PER 21 CFR 807.92)

1.     SuBMITTER/510(k) Holder

Competitive Technologies, Inc.
777 Commerce Drive
Fairfield, CT 06825

Contact Person:    Aris Despo
Telephone: 201-368-6044

Date Prepared:     May 1, 2008

2.     Device Name

Proprietary Name:         Scrambler Therapy MC-5A TENS Device
Common/Usual Name:        Electrical Nerve Stimulator
Classification Names:     Transcutaneous Electrical Nerve Stimulator

3.     Predicate Devices

-      Ito ES-160, K051020

-      Neuro Wave 6,  K0620O3

4.     Device Description

The  Scrambler  Therapy  MC-5A  TENS Device is a multi-channel TENS device which
allows  simultaneous  treatment  of a number of pain sites. Stimulation impulses
are  generated  and  controlled  according  to  a stored program to provide pain
relief.

5.     Intended Use

The Scrambler Therapy MC-5A TENS Device is indicated for:

-      Symptomatic relief of chronic, intractable pain, post-surgical and
post-traumatic acute pain

                                   CTT8K41918


-      Symptomatic relief of acute pain

-      Symptomatic relief of post-operative pain

6.     Technological Characteristics and Substantial Equivalence

Competitive  Technologies,  Inc. claims substantial equivalence of the Scrambler
Therapy  MC-5  A TENS Device to the predicate devices based on the intended use,
fundamental technology, and operation characteristics. A side-by-side comparison
of  the  Scrambler  Therapy MC-5A TENS Device and the cited predicate devices is
included  in  the  510(k).

7.     Performance Testing

Testing  of the Scrambler Therapy MC-5A TENS Device demonstrates that the device
meets  design  and  performance  specifications.

























                                   CTT8K41919

Food  and  Drug  Administration
9200  Corporate  Boulevard
Rockville  MO  20850

Competitive Technologies, Inc.
c/o Medical Device Consultants, Inc.
Ms. Mary McNamara-Cullinane, RAC
Senior Regulatory Affairs Specialist
49 Plain Street
North Attleboro, Massachusetts 02760

Re: K081255
Trade/Device Name:   Competitive Technologies, Inc. Scrambler Therapy MC-5A
                     TENS Device
Regulation Number:   21 CFR 882.5890
Regulation Name:     Transcutaneous, electrical nerve stimulator for pain relief
Regulatory Class:    II
Product Code:        GZJ
Dated:               February 6, 2009
Received:            February 9, 2009

Dear Ms. McNamara-Cullinane:

We have reviewed your Section 510(k) premarket notification of intent to market
the device referenced above and have determined the device is substantially
equivalent (for the indications for use stated in the enclosure) to legally
marketed predicate devices marketed in interstate commerce prior to May 28,
1976, the enactment date of the Medical Device Amendments, or to devices that
have been reclassified in accordance with the provisions of the Federal Food,
Drug, and Cosmetic Act (Act) that do not require approval of a premarket
approval application (PMA). You may, therefore, market the device, subject to
the general controls provisions of the Act The general controls provisions of
the Act include requirements for annual registration, listing of devices, good
manufacturing practice, labeling, and prohibitions against misbranding and
adulteration

If your device is classified (see above) into either class II (Special Controls)
or class III (PMA), it may be subject to such additional controls. Existing
major regulations affecting your device can be found in the Code of Federal
Regulations, Title 21, Parts 800 to 898. In addition, FDA may publish further
announcements concerning your device in the Federal Register.
                                            ----------------

Please be advised that FDA's issuance of a substantial equivalence determination
does not mean that FDA has made a determination that your device complies with
other requirement of the Act or any Federal statutes and regulations
administered by other Federal agencies. You must comply with all the Act's
requirements, including, but not limited to: registration and listing (21 CFR
Part 807); labeling (21 CFR Part 801); good manufacturing practice requirements
as set forth in the quality systems (QS) regulation (21 CFR Part 820); and if
applicable, the electronic product radiation control provisions (Sections
531-542 of the Act); 21 CFR 1000-1050.

                                   CTT8K41920

Page 2 - Ms. Mary McNamara-Cullinane, RAC



This letter will allow you to begin marketing your device as described in your
Section 510(k) premarket notification. The FDA finding of substantial
equivalence of your device lo a legally marketed predicate device results in a
classification for your device and thus, permits your device to proceed lo the
market.

If you desire specific advice for your device on our labeling regulation (21 CFR
Part 801), please contact the Center for Devices and Radiological Health's
(CDRH's) Office of Compliance at (240) 276-0120. Also, please note the
regulation entitled, "Misbranding by reference to premarket notification" (21
CFR Part 807.97). For questions regarding postmarket surveillance, please
contact CDRH's Office of Surveillance and Biometric's (OSB's) Division of
Postmarket Surveillance at (240) 276-3474. For questions regarding the reporting
of device adverse events (Medical Device Reporting (MDR)), please contact the
Division of Surveillance Systems at (240) 276-3464. You may obtain other general
information on your responsibilities under the Act from the Division of Small
Manufacturers, International and Consumer Assistance at toll-free number (800)
638-2041 or (240) 276-3150 or the Internet address
http://www.fda.gov/cdrh/industry/support/index.html.

Sincerely  yours,





Mark N. Melkerson
Director

Division  of  General,  Restorative  and  Neurological  Devices
Office of Device Evaluation
Center for Devices and Radiological Health

                                   CTT8K41921


INDICATIONS  FOR  USE



510(k) Number (if known): KQ81255
                          -------

Device Name:  Competitive Technologies, Inc Scrambler Therapy MC-5A TENS Device.
              ------------------------------------------------------------------

Indications for Use:

The Scrambler Therapy MC-5A TENS Device is indicated for:

-     Symptomatic relief of chronic, intractable pain, post surgical and
post-traumatic acute pain

-     Symptomatic relief of acute pain

-     Symptomatic relief of post-operative pain







Prescription  Use   X     AND/OR        Over-The-Counter  Use
                    -                                         --

(Part  21  CFR  801  Subpart  D)     (21  CFR  807  Subpart  C)

(PLEASEDONOT WRITE BELOW THIS LINE-CONTINUE ON ANOTHER PAGE IF NEEDED)
----------------------------------------------------------------------
Concurrence of CDRH, Office of Device Evaluation (ODE)


                                   CTT8K41922


                                   SCHEDULE 9
                   CALMARE(R)/SCRAMBLER TECHNICAL ASSISTANCE

1.     THE  DISTRIBUTOR IS NOT AUTHORIZED TO PERFORM "ANY" INTERNAL SERVICING OF
THE  CALMARE(R)  MEDICAL  DEVICE,  SPECIFICALLY,  MODEL MC-5A AND FUTURE CALMARE
DEVICES,  UNLESS  TRAINED, CERTIFIED AND AUTHORIZED BY COMPETITIVE TECHNOLOGIES,
INC.

2.     ALL INTERNAL SERVICING WILL BE PERFORMED EXCLUSIVELY BY THE MANUFACTURER.

3.     ALL DEVICES REQUIRING WARRANTY SERVICE MIL BE RETURNED TO THE
MANUFACTURER AS DESCRIBED IN THE WARRANTY DOCUMENT.

4.     IN ALL CASES THE SENDER PAYS FOR SHIPMENT OF THE DEVICE TO THE
MANUFACTURER REQUIRING REPAIRS.

5.     IF DEVICE IS DETERMINED TO BE DEFECTIVE DURING THE WARRANTY PERIOD THEN
DISTRIBUTOR WILL REPLACE DEFECTIVE DEVICE WITH NEW DEVICE FROM ITS OWN
INVENTORY, RETURN THE DEFECTIVE DEVICE TO THE MANUFACTURER AND UPON RECEIPT OF
THE DEFECTIVE DEVICE THE MANUFACTURER WILL SEND A NEW DEVICE TO RE-FILL THE
DISTRIBUTOR'S INVENTORY.

6.     IF DISTRIBUTOR HAS NO DEVICES AVAILABLE IN INVENTORY THEN DISTRIBUTOR
WILL NOTIFY COMPETITIVE TECHNOLOGIES, INC. THE DISTRIBUTOR WILL SIMULTANEOUSLY
RETURN DEFECTIVE DEVICE TO CTTC AND CTTC WILL SEND A LOANER REPLACEMENT DEVICE
UNTIL THE DEFECTIVE DEVICE IS REPAIRED BY THE MANUFACTURER AND RETURNED.

7.     THE  MANUFACTURER  WILL  MAKE  A  BEST  EFFORT  TO REPAIR AND PREPARE THE
REPAIRED  DEVICE  FOR  RETURN  TO  THE  DISTRIBUTOR WITHIN FOURTEEN (14) DAYS OF
RECEIPT  OF  THE  DEFECTIVE  DEVICE.

8.     IN THE FUTURE THIS PROCESS MAY BE MODIFIED WITH NINETY (90) DAYS NOTICE.

9.     UPON EXPIRATION OF THE WARRANTY CTTC OFFERS THE DISTRIBUTOR THE OPTION OF
ADDITIONAL TECHNICAL ASSISTANCE AND REPAIRS FOR $[Confidential Information
Omitted] USD PER YEAR PER SOLD DEVICE. THIS IS PAYABLE AT THE BEGINNING OF EACH
YEAR AFTER THE WARRANTY EXPIRES.

Pursuant  to  Rule  24b-2  of the Exchange Act, confidential information on this
pagehas been omitted and marked as "[Confidential Information Omitted]", and has
been  filed separately with the Securities and Exchange Commission pursuant to a
Confidential  Treatment  Application  filed  with  the  Commission.

                                   CTT8K41923

                                  SCHEDULE 10
                    CALMARE(R)/SCRAMBLER AUTHORIZED TRAINING

Distributor  shall  be  required  to  strictly follow CTTC's authorized training
protocol  for  certification  of medical personnel in the use and application of
the  Scrambler Therapy program and MC-5A medical device, in association with the
strict  compliance  of  the  Calmare(R)  User's  Manual  of the device. The full
content  of  this  protocol  is  absolutely  mandatory to be followed and may be
modified  by  CTTC  from  time  to  time.

The  standard  authorized training protocol will consist of 3-days of Calmare(R)
medical  device  training  in  the hands-on use with a diverse group of patients
diagnosed  with chronic neuropathic pain and/or cancer pain, operation, efficacy
and  safety  of the MC-5A, or equivalent Calmare(R) device. The training will be
conducted  by  either  Professor  Giuseppe  Marineo or a credentialed Calmare(R)
Medical  Training  Specialist.  The  distributor  will  be  required  to have an
appropriate  level medical professional (physician and/or specialized registered
nurse)  trained and certified. For training in "Advanced" techniques the medical
professionals  will  be required to attend training sessions in Rome, Italy. All
end-user  physicians  and  specialized  registered  nurses  will  be required to
participate  in  a  3-day  Calmare(R)  training  program.

At  the  completion  of  the  3-day Calmare(R) training the participants will be
required  to  demonstrate their comprehensive knowledge of Objectives and Goals.
End-User  medical  professionals will be required to continue their training and
experience with the Calmare(R) MC-5A by scheduling and completing treatment of a
minimum of three (3) patients per week (monoradicular and pluriradicular chronic
pain and/or cancer pain) over the course of thirty (30) business days as per the
Calmare(R)  Treatment  Protocol.  CTTC  will  provide the list of Objectives and
Goals,  the Calmare(R) Tutorial & Study Guide, Calmare(R) Treatment Protocol and
the  User's  Manual  for  the  MC-5A,  or  equivalent  Calmare(R)  device.  Upon
successful  completion  the  participant  will be awarded a Calmare(R) Scrambler
MC-5A  User  Certificate.

                                   CTT8K41924

                                  SCHEDULE 12
                    COUNTRY/ COUNTRIES IN ASSIGNED TERRITORY

                                     ITALY
                                     MALTA

                                   CTT8K41925

                                  SCHEDULE 13
                                    PRICING



NR. OF UNITS PURCHASED IN EACH SINGLE ORDER

MC-5A  UNITS:  1-2             [CONFIDENTIAL  INFORMATION  OMITTED]
MC-5A  UNITS:  3-4             [CONFIDENTIAL  INFORMATION  OMITTED]
MC-5A  UNITS:  5-7             [CONFIDENTIAL  INFORMATION  OMITTED]
MC-5A  UNITS:  8-9             [CONFIDENTIAL  INFORMATION  OMITTED]
MC-5A  UNITS:  10-20           [CONFIDENTIAL  INFORMATION  OMITTED]
MC-5A  UNITS:  +  THAN  20     [CONFIDENTIAL  INFORMATION  OMITTED]


RECOMMENDED PRICE LIST FOR END USER IN US DOLLARS: $ [CONFIDENTIAL INFORMATION
                                                      OMITTED]

RECOMMENDED PRICE LIST FOR END USER IN EU EUROS: [CONFIDENTIAL INFORMATION
                                                  OMITTED]



NOTE: INTEGRALLY PART OF THE DISTRIBUTION AGREEMENT
---------------------------------------------------

1)     FOR LIFE EPISTEME ITALIA DISTRIBUTOR PRICE IS ALWAYS US$[CONFIDENTIAL
       ---------------------------------------------------------------------
       INFORMATION OMITTED]
       --------------------

2)     LIFE EPISTEME ITALIA FOR ANY 50 MC-5A DEVICES REGULARLY PURCHASED AND
       ---------------------------------------------------------------------
PAID, WILL RECEIVE FREE OF CHARGE (WITH ONLY DELIVERY CHARGES AND CUSTOMS DUTY
------------------------------------------------------------------------------
TO BE PAID LOCALLY) AT 0 (ZERO) US$ 1 ADDITIONAL MC-5A UNIT TO BE USED FOR FREE
-------------------------------------------------------------------------------
DEMO LOAN AND/OR AS BACKUP TO TEMPORARLY REPLACE ANY DEFECTIVE DEVICE ; ANY FREE
--------------------------------------------------------------------------------
OF CHARGE DEVICE WILL NOT BE ELIGIBLE FOR SALES
-----------------------------------------------

Pursuant  to  Rule  24b-2  of the Exchange Act, confidential information on this
pagehas been omitted and marked as "[Confidential Information Omitted]", and has
been  filed separately with the Securities and Exchange Commission pursuant to a
Confidential  Treatment  Application  filed  with  the  Commission.

                                   CTT8K41926


                                  SCHEDULE 14

            Competitive Technologies, Inc. Corporate Code of Conduct

Dear Colleague:

The  financial  success  and  value to society of Competitive Technologies, Inc.
(the  "Company" or "CTTC"), as well as the respect it earns, depends not only on
the  Company's financial performance, but also on the principles under which the
directors,  officers and employees of the Company conduct its business. Pride in
our  Company  must be based both on what we accomplish and how we accomplish it.

CTTC's  Corporate  Code of Conduct (the "Code") reflects the philosophy that our
integrity  and  the manner in which we do business are essential to our success.
The Code is designed to give a broad and clear understanding of the conduct that
is expected of all of our employees, officers and directors, and goes beyond the
letter of the law. Where possible, specific guidance is provided; however, there
will  almost  certainly be situations where specific guidance is not provided by
the  Code.  An  equally  important  source  of  guidance  therefore must be each
individual's  good  judgment, sensitivity to what is right, and strong desire to
do  nothing  that  might  bring  discredit  upon  the individual or the Company.

What you read in the Code probably will not surprise you, because the overriding
theme  of  the Code can be summed up as follows: representatives of CTTC must at
all  times,  and  in  all  matters,  act  with  integrity  and  honesty.






\s\ Johnnie D. Johnson
Johnnie D. Johnson
Chief Executive Officer













                                   CTT8K41927

                                  Schedule 15
                     Calmare(R) Scrambler Published Studies

1.     SMITH TJ, COYNE PJ, PARKER GL, DODSON P, RAMAKRISHNAN V. PILOT TRIAL OF A
PATIENT-SPECIFIC CUTANEOUS ELECTROSTIMULATION DEVICE (MC5-A CALMARE(R)) FOR
CHEMOTHERAPY-INDUCED PERIPHERAL NEUROPATHY. J PAIN SYMPTOM MANAGEMENT 2010;
40(6): 883-891.

2.     MARINEO G, UNTREATABLE PAIN RESULTING FROM ABDOMINAL CANCER: NEW HOPE
FROM BIOPHYSICS? J PANCREAS 2003; 4:1-10.

3.     GATTI A, SABATO AF, MARINEO G. SCRAMBLER THERAPY IN NEUROPATHIC PAIN.
PATHOS 2007; 14: 99-105.

4.     SABATO AF, MARINEO G, GATTI A. SCRAMBLER THERAPY. MINERVA ANESTESIOLOGICA
2005; 71:479-482.

5.     RICCI M, PIROTTI S, SCARPI E, BURGIO M, MALTONI M, SANBONI E, AMADORI D.
MANAGING CHRONIC PAIN: RESULTS FROM AN OPEN-LABEL STUDY USING MC5-A CALMARE(R)
DEVICE. SUPPORT CARE CANCER 2011; PUBLISHED ONLINE 11 MARCH 2011.

6.     MARINEO G, SPAZIANI S, SABATO AF, MAROTTA F. ARTIFICIAL NEURONS IN
ONCOLOGICAL PAIN: THE POTENTIAL OF SCRAMBLER THERAPY TO MODIFY A BIOLOGICAL
INFORMATION. INTERNATIONAL CONGRESS SERIES 2003; 1255: 381-388.

7.     MARINEO G, IORNO V, GANDINI C, MOSCHINI V, SMITH TJ. SCRAMBLER THERAPY
RELIEVES CHRONIC NEUROPATHIC PAIN MORE EFFECTIVELY THAN GUIDELINE BASED DRUG
MANAGEMENT. 2011; SUBMITTED.























                                   CTT8K41928

                                  SCHEDULE 15
                 Calmare(R) Scrambler Ongoing Clinical Studies

ELECTRICAL STIMULATION PAIN THERAPY IN TREATING CHRONIC PAIN AND NUMBNESS CAUSED
                    BY CHEMOTHERAPY IN PATIENTS WITH CANCER

                This study is currently recruiting participants.
          Verified by Virginia Commonwealth University, September 2010
       First Received: September 3, 2010 Last Updated: September 10, 2010


                              SPONSOR:   Virginia Commonwealth University

        CLINICALTRIALS.GOV IDENTIFIER:   NCT01196442


> Purpose

RATIONALE: Electrical stimulation pain therapy may help relieve chronic pain and
numbness caused by chemotherapy. PURPOSE: This pilot trial studies electrical
stimulation pain therapy in treating chronic pain and numbness caused by
chemotherapy in patients with cancer.

Official Title:                     An Expanded Trial of MC5-A Calmare Therapy
                                    in the Treatment of Cancer Pain Syndromes
                                    and Chronic Chemotherapy-Induced Peripheral
                                    Neuropathy Including Pain and Numbness

Estimated Enrollment:               22

Study Start Date:                   September 2010

Estimated Study Completion Date:    September 2011

Estimated Primary Completion Date:  September 2011 (Final data collection date
                                    for primary outcome measure)

Detailed Description:

OBJECTIVES:

I.     To evaluate the effect of MC5-A on pain symptoms both immediately and
overtime.

II.     To evaluate the effect of Calmare therapy on other non-pain symptoms.
III. To evaluate the effect of MC5-A on daily opioid and other pain medication
use.

OUTLINE: Patients undergo electric stimulation pain therapy comprising MC5-A
Calmare therapy over 30 minutes once daily for 10 days. After completion of
study treatment, patients are followed up for 3 months.

                                   CTT8K41929

                                  SCHEDULE 15
                 Calmare(R) Scrambler Ongoing Clinical Studies

MC5-A SCRAMBLER THERAPY IN REDUCING PERIPHERAL NEUROPATHY CAUSED BY CHEMOTHERAPY

                This study is currently recruiting participants.
                     Verified by Mayo Clinic, February 2011
        First Received: February 1, 2011  Last Updated: February 3, 2011
                               History of Changes
                               ------------------

                              SPONSOR:   Mayo Clinic

                         COLLABORATOR:   National Cancer Institute (NCI)

              INFORMATION PROVIDED BY:   Mayo Clinic

        CLINICALTRIALS.GOV IDENTIFIER:   NCT01290224

> PURPOSE

RATIONALE: SCRAMBLER THERAPY may help relieve pain from PERIPHERAL NEUROPATHY
CAUSED BY CHEMOTHERAPY.

PURPOSE: This phase II trial is studying how well MC5-A SCRAMBLER THERAPY works
in REDUCING PERIPHERAL NEUROPATHY CAUSED BY CHEMOTHERAPY

Official Title:     SCRAMBLER THERAPY for the TREATMENT of CHEMOTHERAPY Induced
PERIPHERAL NEUROPATHY: An Evaluation of a Sham PROCEDURE and Phase II Trial

DETAILED DESCRIPTION: PRIMARY OBJECTIVES:

I. To explore the feasibility of studying scrambler therapy versus a sham
procedure for the alleviation of lower extremity chemotherapy induced peripheral
neuropathy (CIPN).

SECONDARY OBJECTIVES:

I,  To  obtain  prospective pilot experience with recommended scrambler therapy,
with  regards  to treatment efficacy to determine effect size estimates, patient
related  outcome  measurement tools that we use in this trial, tolerability, and
analgesic  use.

OUTLINE. Patients undergo a sham procedure on the back or scrambler therapy on
both lower extremities for up to 30 minutes with the Calmare MC5-A device and
cutaneous electrode patches applied above and below the area of pain on days 1
and 2. Patients continue scrambler therapy for 10 days in the absence of
unacceptable toxicity.

                                   CTT8K41930

                                  SCHEDULE 15
                 Calmare(R) Scrambler Ongoing Clinical Studies

              MC-5A FOR CHEMOTHERAPY INDUCED PERIPHERAL NEUROPATHY

            This study is not yet open for participant recruitment.
          Verified by University of Wisconsin, Madison, December 2010
  First Received: December 9, 2010 Last Updated: December 15, 2010 History of
                                                                   ----------
                                    Changes
                                    -------

                              SPONSOR:   University of Wisconsin, Madison

              INFORMATION PROVIDED BY:   University of Wisconsin, Madison

        CLINICALTRIALS.GOV IDENTIFIER:   NCT01261780

> PURPOSE

Painful chemotherapy induced peripheral neuropathy (CIPN) is a common
complication of cancer THERAPY with few TREATMENT options. CIPN is a complex
side effect that varies between individuals and can be difficult to describe,
difficult to treat and can significantly effect quality of life for patients.

The  purpose  of  this  study is to determine if patients with painful CIPN will
have  a  decrease  in  pain  scores  after  TREATMENT  with  the  MC-5A  device.



Official Title: TREATMENT of Painful Chemotherapy -Induced Peripheral Neuropathy
With  the  MC-SA  Pain  THERAPY  Medical  Device,  a  Randomized,  Double-Blind,
Sham-Controlled  Clinical  Trial

Primary Outcome Measures:

-     Change in Visual Analog Scale pre/post treatment [Time Frame: baseline,
before/after each treatment, and 3 months after treatment ] [Designated as
safety issue: No]


Secondary Outcome Measures:

-     Adverse events [Time Frame: Daily with each treatment and at end of 3
month follow up period] [Designated AS safety issue: Yes] adverse events
according to CTCAE

                                   CTT8K41931

                                  SCHEDULE 16
               CHAIN OF CUSTODY AND TITLE DOCUMENTATION PROCEDURE



The  present  schedule  intends to be a mission description, and not the factual
Procedure,  for  the  purpose  of  this  Distribution  Agreement of the Chain of
Custody  and  Title  Documentation  Procedure. Distributor shall comply strictly
with  CTTC's  factual Chain of Custody and Title Documentation Procedure, in any
present  or  future release, to maintain detailed records of the identity of the
legal  owner  and  any  end-user  and  the  physical  location  for  each
Calmare(R)/Scrambler  sold,  temporarily  placed  for  demonstration  purposes,
leased,  donated  or  otherwise  permanently  or  temporarily  removed  from
Distributor's  legal  or  beneficial  ownership, custody or control. Distributor
shall  maintain and provide CTTC on a monthly basis, or immediately at any other
time  when  requested  by  CTTC  via  email  (or  any  other means), with all of
Distributor's chain of custody and title documentation. Distributor shall comply
with  all  applicable local privacy and other laws in assembling and maintaining
chain of custody and title documentation. The parties acknowledge that the Chain
of  Custody  and Title Documentation Procedure (a) is essential because CTTC may
need  to notify owners, lessees, donees and other end-users from time to time of
recalls  or  updates  that  could be important to the safety or effectiveness of
medical  devices subject to this Agreement that include the Calmare(R)/Scrambler
units  and  related  accessories  in  the  interests  of CTTC and, derivatively,
Distributor and its customers, and (b) may be modified by CTTC from time to time
as  convenient  or  necessary.


















                                   CTT8K41932

                                  SCHEDULE 17
                            Adverse Event Procedure


The  present  schedule  intends to be a mission description, and not the factual
Procedure,  for  the purpose of this Distribution Agreement of the Adverse Event
Procedure.  Distributor  shall comply strictly with CTTC's factual Adverse Event
Procedure,  in  any  present  or  future release, to report whenever Distributor
receives  notice  or a claim from an owner, lessee, donee or other end-user of a
Calmare(R)/Scrambler  unit  or  from any governmental entity or third party of a
claim of injury in operation or ineffectiveness in operation or noncompliance in
any  way  with  any  national,  state,  provincial  or  other  local  government
requirement  or international standard, including, but not limited to, any claim
of violation or noncompliance with any directive of Food and Drug Administration
or any equivalent organization and any governing patent or CE Mark, trademark or
copyright  governmental  issuing  authority  or  of  any  adverse  third  party
contesting  intellectual  property rights in or to the Calmare(R)/Scrambler unit
or  related  accessories  or intellectual property. The parties acknowledge that
the  Adverse  Event  Procedure (a) is essential because CTTC may need to respond
expeditiously  lo  adverse  governmental or third party notice or action for the
protection  of the rights and interests of CTTC and, derivatively of Distributor
and  its  customers;  and  (b)  may  be  modified  by  CTTC from time to lime as
convenient  or  necessary.






















                                   CTT8K41933

                                  SCHEDULE 18
                              Help Desk Procedure


The  present  schedule  intends to be a mission description, and not the factual
Procedure,  for  the  purpose  of  this  Distribution Agreement of the Help Desk
Procedure.  Distributor  shall  comply  strictly  with  CTTC's factual Help Desk
Procedure,  in any present or future release, to ensure prompt reporting lo CTTC
of any technical or usage problem, concern or question related in any way to the
Calmare(R)/Scrambler units, any accessory or any associated documentation, usage
or  training.  The  parties  acknowledge that the Help Desk Procedure (a) is the
optimal  and  most  cost-effective  method  for  Distributor  and its customers,
including  any  owner, lessee, donee or other end-user of a Calmare(R)/Scrambler
unit,  lo  present  issues  to and to obtain answers from, the CTTC Help Desk in
order  to access and to contribute to and dynamically to update CTTC's knowledge
on  the  operation  of  the Calmare unit and related accessories; and (b) may be
modified  by  CTTC  from  time  to  time  as  convenient  or  necessary.





























                                   CTT8K41934

                                  SCHEDULE 19
                           MULTI ANNUAL VOLUME BUDGET


                    MINIMUM
CONTRACT PERIOD     BUDGET AGREED     Possible GAP %     Possible GAP Nr.
ALLOWED
Product: MC-5A Units     Nr. of Units to Buy     shortfall vs. BDG     shortfall
vs. BDG     Nr. of Units to Buy



FY 2011 1st Quarter Jan-Mar     [Confidential Information Omitted]
FY 2011 2nd Quarter Apr-Jun     [Confidential Information Omitted]
FY 2011 3rd Quarter Jul-Sept    [Confidential Information Omitted]
FY 2011 4th Quarter Oct-Dec     [Confidential Information Omitted]
FY 2011 TOTAL                   [Confidential Information Omitted]

FY 2012 1st Quarter Jan-Mar     [Confidential Information Omitted]
FY 2012 2nd Quarter Apr-Jun     [Confidential Information Omitted]
FY 2012 3rd Quarter Jul-Sept    [Confidential Information Omitted]
FY 2012 4th Quarter Oct-Dec     [Confidential Information Omitted]
FY 2012 TOTAL                   [Confidential Information Omitted]

FY 2013 1st Quarter Jan-Mar     [Confidential Information Omitted]
FY 2013 2nd Quarter Apr-Jun     [Confidential Information Omitted]
FY 2013 3rd Quarter Jul-Sept    [Confidential Information Omitted]
FY 2013 4th Quarter Oct-Dec     [Confidential Information Omitted]
FY 2013 TOTAL                   [Confidential Information Omitted]

FY 2014 1st Quarter Jan-Mar     [Confidential Information Omitted]
FY 2014 2nd Quarter Apr-Jun     [Confidential Information Omitted]
FY 2014 3rd Quarter Jul-Sept    [Confidential Information Omitted]
FY 2014 4th Quarter Oct-Dec     [Confidential Information Omitted]
FY 2014 TOTAL                   [Confidential Information Omitted]

FY 2015 1st Quarter Jan-Mar     [Confidential Information Omitted]
FY 2015 2nd Quarter Apr-Jun     [Confidential Information Omitted]
FY 2015 3rd Quarter Jul-Sept    [Confidential Information Omitted]
FY 2015 4th Quarter Oct-Dec     [Confidential Information Omitted]
FY 2015 TOTAL                   [Confidential Information Omitted]


CONTRACT  GRANDTOTAL            [Confidential  Information  Omitted]

Pursuant  to  Rule  24b-2  of the Exchange Act, confidential information on this
pagehas been omitted and marked as "[Confidential Information Omitted]", and has
been  filed separately with the Securities and Exchange Commission pursuant to a
Confidential  Treatment  Application  filed  with  the  Commission.

                                   CTT8K41935

                            PRIVATE ADDENDUM LETTER
                            -----------------------
                       INTEGRATING DISTRIBUTION AGREEMENT
                       ----------------------------------

This  PRIVATE LETTER is considered an INTEGRAL ADDENDUM to the Sub-Paragraph 6.3
of the DISTRIBUTION AGREEMENT, effective as of March 31st, 2011, entered into by
and  between  Competitive  Technologies,  Inc.  ("CTTC")  a Delaware corporation
                                                 -------
having  a  place  of  business  at:

                         Competitive Technologies, Inc.
                       1375 Kings Highway East, Suite 400
                          Fairfield, CT 06824, U.S.A.

And Life Episteme Italia S.r.l. ("DISTRIBUTOR"), an Italian Company with its
                                  -----------
legal headquarters at:

                    Via Val Fiorita N.86, 00144 Roma, Italia

                                 AGREEING THAT

Distributor expressly represents and warrants that NONE of the individuals below
mentioned will have, directly or indirectly now or at any time in the future any
cooperation  or interest in the Distributor or any involvement whatsoever in the
performance  of  this  Agreement;  individuals  are:

-     Vincenzo De Bustis
-     Simona Musio
-     Domenico Pecorini
-     Paolo Pepe
-     John B. Nano
-     Leonardo Zangani

Also  the  Parties  acknowledge that Umberto Marangoni, formerly employed by LEG
and  LEI,  is employed by CTTC and that Mr. Marangoni is excluded from the scope
of  this representation and warranty, and that Mr. Marangoni's performance shall
not  constitute  any  conflict  of  interest.


May  1st,  2011



/s/ Marisa Giampaoli         /s/ Johnnie D. Johnson
Marisa Giampaoli             Johnnie D. Johnson
Presidente                   Chief Executive Officer
Life Episteme Italia S.r.l.  Competitive Technologies, Inc.

                                   CTT8K41936

EX-10.2

Exhibit 10.2

                              SETTLEMENT AGREEMENT
                              --------------------

THIS  SETTLEMENT  AGREEMENT  ("Settlement")  dated March 31, 2011 is made by and
between Competitive Technologies, Inc. ("CTTC"), and Life Episteme SARL ("LEG"),
collectively  referred  to  as  the  "parties."

                                    RECITALS

     A.     On February 16, 2009, CTTC entered into a distribution agreement
("Agreement") with Dr. Domenico Pecorini for the Calmare MC-5A pain device
("Unit") covering Italy and certain other countries.

     B.     Dr. Pecorini assigned the Agreement to LEG on October 21, 2009.

     C.     The  Agreement contained a minimum purchase requirement for the
number of

Units  that  LEG must purchase from CTTC for resale in order for LEG to meet its
obligations  under  the  Agreement.

     D.     The Agreement calls for LEG to prepay for Units ordered by LEG from
CTTC.

     E.     Between September 29, 2009 and July 21, 2010, CTTC shipped 110 units
to LEG.

     F.     LEG  has  made payment to CTTC for 55 Units, but has not paid CTTC
for 55 units ("55 unpaid Units"). LEG has objected to payment for the 55 Unpaid
Units raising technical and administrative issues, but CTTC has not accepted
those objections as valid.

     G.     LEG organized Life Episteme Italia srl ("LEI") as a joint venture
company to be a sub-distributor of Units; Hospital Consulting s.p.a. acquired
49% of this joint venture company at the end of 2009.

     H.     On December 21, 2010, CTTC gave LEG notice of the termination of the
Agreement.

     (I.     Intentionally Omitted)




     J.     On January 18, 2011, CTTC gave LEG notice of the exercise of CTTC's
reclamation rights to the 55 unpaid Units under the applicable laws of the State
of Connecticut, U.S.A. The 55 unpaid Units have now been reclaimed by CTTC and
have been contracted for sale to LEI under an agreed purchase and payment
schedule.

     K.     As a consequence of CTTC's exercise of the right of reclamation as
mentioned above, CTTC and LEG acknowledge that the 55 unpaid Units are the
exclusive property of CTTC which has successfully reclaimed the Units and that
LEG releases any claim to any right, title or interest in those 55 Units in
accordance with this Agreement.

     L.     CTTC and LEG desire to enter into this Settlement Agreement
("Settlement")

to settle fully and finally all matters.

NOW,  THEREFORE,  in consideration of the mutual covenants and agreements of the
parties  in  this Settlement, and for other good and valuable consideration, the
receipt  and  sufficiency of which are hereby acknowledged, the parties agree as
follows:

1.     Rescission  of  Sale of 55 Unpaid Units. The parties acknowledge that LEG
       ----------------------------------------
has  not paid CTTC for 55 Units, and that CTTC has undisputed ownership of those
55  unpaid  Units following CTTC's rescission of the sale, reclamation of the 55
unpaid  Units,  and  issuance of a notice "zeroing out" the previous invoice for
those  55  unpaid  Units.

2.     New  Sale  of 53 Unpaid Units.  The Parties acknowledge that CTTC has now
       ------------------------------
sold  to  LEI 53 out of those 55 unpaid reclaimed Units, LEG hereby executes the
legal  and  administrative  documentation  (attached  addendum  A:  formal
"liberatoria")  for  transfer  to  LEI  of  warehouse  tickets  to the 52 Units,
currently  deposited  at "Magazzini Generali della Brianza" in Concorezzo as the
outsourced





warehouseman  contracted by LEG an 1 unit currently located at European Hospital
in  Rome. LEG shall provide all necessary assistance to the forwarder contracted
by  CTTC to execute the physical transfer to CTTC or its designee of custody and
control  of  the  53  Units  in  Concorezzo  and  Rome.

3.     No-Charge Demonstration Loans. Both Parties acknowledge that 2 Units, out
       ------------------------------
of  the  55  unpaid  Units  reclaimed  by  CTTC,  are  now  subject to no-charge
demonstration  loans  made  by LEG to Hospital Bambino Gesu in Rome. The Parties
acknowledge  that  CTTC  shall retain all right, title and interest in these two
Units,  and  LEG  confirms  that it has no right, title or interest in those two
Units.

4.     Confirmation  of  Termination  of Distributorship. The parties agree that
       --------------------------------------------------
all  of LEG'S distribution and LEI's sub-distribution rights for the sale of the
Units  are  terminated. LEG shall not have any right to purchase Units from CTTC
or  to  resell  Units  to  any other party. Beyond the 55 unpaid Units discussed
above  in  which  LEG  relinquishes  all  rights  by  this Agreement, any future
distribution rights of LEI would be subject of a separate agreement to which LEG
shall  not  be  a  party.  LEG's  Distributor  Agreement  and  all  involvement,
liabilities,  obligations  of  any nature of LEG with the Units, customers, CTTC
and LEI shall be terminated upon execution of this Agreement, provided, however,
that  any  transitional  involvement of any member or principal of LEG shall not
exceed  that which is necessary to facilitate the physical transfer of the Units
or  otherwise  to  effectuate  this  Agreement.



5.     Further  Consideration;Execution  of Necessary Additional Documents. Each
       --------------------------------------------------------------------
of  the parties covenants and agrees to execute such additional documents as may
reasonably  required  in  order  to  complete  this  Settlement.

6.     Entire  Understanding; Modification; Waiver. This Settlement contains the
       --------------------------------------------
entire  understanding  of  the  parties  relating  to  the  subject  matter  and
supersedes  all  prior  and  contemporaneous  understandings,  representations,
agreements, and courses of dealing, whether oral or written, between the parties
concerning  this subject matter. This Settlement may not be modified orally, and
no  change,  termination  or  waiver  of any provision contained herein shall be
binding  unless in writing and signed by the party to be bound. No waiver by any
party  of  a  breach of any provision of this Settlement shall be construed as a
waiver  of  any  subsequent  or  other  breach.  Time  is  of the essence in the
performance  of  this Settlement. No party shall be a third-party beneficiary of
this  Settlement  or  underlying  Agreement.

7.     Construction;  Severability;  Jurisdiction.  This  Settlement  shall  be
       -------------------------------------------
enforced,  governed,  and  construed in accordance with the laws of the State of
Connecticut,  U.S.A.,  without  resort to its choice of law or other conflict of
laws  provisions.  The  invalidity  or unenforceability of any provision of this
Settlement  shall  not invalidate or render unenforceable any other provision of
this  Settlement.  The  parties agree that any dispute between the parties shall
be  brought  before  the  American  Arbitration Association in Washington, D.C.,
U.S.A.,  and  that  only  a court in the State of Connecticut, U.S.A. shall have
jurisdiction  or venue over any dispute and consequent arbitration. LEG consents
to  jurisdiction  in  Connecticut.



8.     Costs  and  Attorney's  Fees. Each party shall be responsible for its own
       -----------------------------
attorney's  fees,  expenses  and costs in connection with the Agreement and this
Settlement  In  the event of any dispute between the parties that results in the
commencement  of  any  action  or proceeding by one party against the other, the
unsuccessful  party  in such action or proceeding shall reimburse the successful
party  for  its  reasonable  attorney's  fees,  expenses  and  costs incurred in
connection  with  that  action  or  proceeding.

9.     Counterparts  and  Faxed  Signatures.  This  Settlement  Agreement may be
       -------------------------------------
executed in separate counterparts, each of which shall be considered an original
and  all  of  which  together  shall be deemed to be one and the same agreement.

10.     Notices.  All  notices to be provided by one party to the other shall be
        --------
in  writing  and  shall  be  deemed  sufficiently  given  when  sent  facsimile
transmission  with confirmation received, e-mail with acknowledgment received or
hand  delivery  to  the  other  party  at  the  following  addresses:

     To CTTC:

     Stephen Sale, Esq. 910 16th Street,
     N.W. Suite 500
     Washington,  D.C.  20006
     Tel:  (202)  872-4713
     Fax:  (202)  887-5137
     Email:  sscsq@aol.com
     ---------------------

     To LEG

     Life Episteme SAGL
     Via Gregoriana, 5
     00187 Rome RM
     Italy

     Tel. +39 06 9970-2925
     Email: d.pecorini@lifeepisteme.eu
            --------------------------
            cbn.cioffi@email.com
            --------------------




     With a copy to:

     Avv. Giuseppe Belcastro
     Piazza Cavour 1700193
     Roma

     tel. +39 063242704 fax +39 063215142
     avv.giuseppebeicastro@gmail.com
     -------------------------------

Each  party  may change its recipient(s) for notice by delivering written notice
of  such change to the other parties. All notices shall be deemed received three
days  after  delivery  by  confirmed  fax  or  acknowledged  email.

11.     Release of Claims by CTTC against LEG. In consideration for the promises
        --------------------------------------
in this Settlement, CTTC, and its employees, agents, successors and assigns each
agree  to  release, and do release and forever discharge Life Episteme SARL, its
employees,  agents,  successors  and  assigns  (collectively,  the "LEG Released
Parties")  from any claim, obligation or liability up to and through the time of
this  Settlement.  Notwithstanding the foregoing, this Release shall not release
LEG  Released  Parties  from  performing their respective obligations under this
Settlement.

12.     Release of Claims by LEG against CTTC. In consideration for the promises
        --------------------------------------
in  this  Settlement  and  the  underlying  Agreement,  LEG  and its principals,
members, employees, agents, successors and assigns each agree to release, and do
release  and  forever  discharge, CTTC and its employees, agents, successors and
assigns  (collectively,  the "CTTC Released Parties") from any claim, obligation
or  liability up to and through the time of this Settlement. Notwithstanding the
foregoing,  this Release shall not release CTTC Released Parties from performing
their  obligations  under  this Settlement. In addition, LEG and its principals,
members  employees, agents, successors and assigns acknowledge both that Umberto
Marangoni,  previously  General Manager of LEG, is now employed by CTTC and that
this  release includes any claim, obligation or liability related to the present
employment of Mr. Marangoni by CTTC or the former employment of Mr. Marangoni by
LEG.




13.     No  Payment;  Cooperation.  CTTC  and LEG mutually acknowledge and agree
        --------------------------
that  no payment whatsoever is due from each Party to the other as a consequence
of the present Settlement so long as LEG cooperates fully in the transfer of all
right,  title,  interest  and  control  of  the 55 Unpaid Units pursuant to this
Agreement.  LEG  (a)  shall  transfer all warehouse receipts for Unpaid Units as
directed by CTTC and (b) shall advise the warehouseman for the Unpaid Units that
only  CTTC  or  its  designee may direct any further disposition of those Unpaid
Units.

14.     Non-Disparagement  and  Non-interference.  In  consideration  for  the
        -----------------------------------------
promises in this Settlement, LEG and its principals, members, employees, agents,
successors  and  assigns  agree  (a) that the business of LEG and its employees,
agents, successors and assigns shall no longer be involved with any distributor,
customer, manufacturer or inventor of the Calmare units and (b) that LEG and its
employees,  agents, successors and assigns shall not interfere with the business
of  or disparage CTTC, its business, its employees, agents, successors, assigns,
distributors,  customers,  manufacturer,  inventor,  the  Calmare  Unit  or
incorporated  technology.  In consideration for the promises in this Settlement,
CTTC and its employees, agents, successors and assigns agree that they shall not
interfere  with  the  business  of  or  disparage  LEG or its employees, agents,
successors,  or  assigns  so  long  as LEG shall refrain from involvement in any
further business with any distributor, customer, manufacturer or inventor of the
Calmare  units.

15.     Signatures  and Execution. This Settlement shall not be binding upon the
        -------------------------
Parties  until it has been duly executed by or on behalf of each Party, in which
event it shall be effective on the Effective Date. The Parties' pdf version, and
a  print-out  of  that pdf version, of this Agreement shall have the effect, and
shall  be fully binding on the parties in the same fashion, as the document with
original  signatures,  provided,  however,  that  the  Settlement  with original
signatures  shall  be  provided  to  the  other  Party  as  soon  as  possible.



16.  Authority.  The  undersigned  LEG,  Dr. Domenico Pecorini, Simona Musio and
     ---------
Paolo Pepe hereby warrant (a) that they are authorized to execute this Agreement
personally  and  on behalf of LEG, (b) that all corporate formalities shall have
been  fully  complied  with  and fulfilled, and (c) that they shall provide CTTC
with  any  required  shareholder consent or ratification no later than April 11,
2011.  A  copy  of  the document showing the authority of Dr. Domenico Pecorini,
Simona  Musio  and  Paolo  Pepe  to  execute  this Agreement on behalf of LEG is
attached  to  the  Agreement  as  Addendum  B.

IN WITNESS WHEREOF, the parties hereto have executed this Settlement Agreement
effective as of the date set forth above.

LIFE EPISTEME SARL
------------------
                                             \s\ Simona Musio
                                             ----------------
By \s\ xxxx                                  Simona Musio
-----------

COMPETITIVE TECHNOLOGIES, INC.               \s\ Dr. Domenico Pecorini
------------------------------               -------------------------
                                             Dr. Domenico Pecorini

By \s\ Johnnie D. Johnson                    \s\ Paolo Pepe
-------------------------                    --------------
Johnnie D. Johnson                           Paolo Pepe
Chief Executive Officer

EX-99.1

Exhibit 99.1

        COMPETITIVE TECHNOLOGIES ANNOUNCES NEW INTERNATIONAL DISTRIBUTOR

FAIRFIELD, CT - (APRIL 13, 2011) - Competitive Technologies Inc. (OTCQX: CTTC)
announced today that it has recently signed a new distribution agreement,
including the sale of 52 Calmare pain therapy medical devices, with a wholly
owned subsidiary of Hospital Consulting SpA, for Italy and Malta.  The
subsidiary, Life Episteme Italia ("LEI"), was previously partially (51%) owned
by Life Episteme Group ("LEG") of Geneva.

In December 2010, CTTC cancelled its distribution agreement with LEG for all
countries and reclaimed into inventory Calmare devices that had previously been
sold to LEG, but for which CTTC had not been paid.  Effective March 31, 2011,
CTTC and LEG officially concluded all prior agreements and LEG completed its
withdrawal from its ownership in LEI.

CTTC looks forward to a long and productive relationship with LEI.  Both parties
expect to provide the Calmare  device to hospitals, physicians and medical
groups in Italy and Malta with the goal of providing ongoing relief to patients
suffering from chronic pain.

CTTC remains confident that it will be profitable in its first quarter ended
March 31, 2011, and throughout the fiscal year ending December 31, 2011.  The
agreement with LEI is one of several agreements the Company is in the process of
negotiating in the U.S. and international locations, all of which are intended
to enable Prof. Giuseppe Marineo's "Scrambler Therapy" to relieve suffering from
neuropathic pain.  As sales of the Calmare  device expand, CTTC's revenue and
net profit are expected to grow.

ABOUT LIFE EPISTEME ITALIA

Life Episteme Italia is a medical device distributor that is now wholly owned by
Hospital Consulting, SpA of Italy. Hospital Consulting provides advisory,
management and organizational services to the healthcare and environment
sectors.  With 30 years of experience, Hospital Consulting is an ideal partner
for clients looking for effective and competitive solutions to meet the growing
demands for complex and structured services needed to be a market leader in the
healthcare marketplace.  LEI's President, Marisa Giampaoli who is also the
Managing Director of Hospital Consulting, is well respected at the highest
levels of the Italian public and private health sector for her reputation,
personal integrity and professional expertise.

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. CTTC is a global leader in identifying, developing and
commercializing innovative products and technologies. CTTC's principal
technology is the non-invasive Calmare  pain therapy medical device, which uses
the biophysical "Scrambler Therapy" technology, and was developed in Italy by
CTTC's client, Professor Giuseppe Marineo. The Calmare  device is currently
being manufactured for sale by CTTC's partner, GEOMC Co., Ltd. of Seoul, Korea.
For more information on the device, visit www.calmarett.com.  Visit CTTC's
website: www.competitivetech.net

                                    CTT8K41937

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, 2010, filed with the SEC on October 27,
2010, 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:  Jean Wilczynski, IR Services, LLC
(860.434.2465/info@corpirservices.com)
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                                     CTT8K41938