ASSIGNMENT OF PROMISSORY NOTES, TECHNOLOGY SERVICING

      AGREEMENT, NOTE PURCHASE AGREEMENT, SECURITY INTEREST

             AGREEMENT, AND INTERCREDITOR AGREEMENT





     THIS ASSIGNMENT OF THE PROMISSORY NOTES, THE SECURITY

INTEREST AGREEMENT, THE NOTE PURCHASE AGREEMENT, THE TECHNOLOGY

SERVICING AGREEMENT AND INTERCREDITOR AGREEMENT ("Assignment") is

made effective as of the 5th day of August, 2002, by and between

COMPETITIVE TECHNOLOGIES, INC., a Delaware corporation

("Assignor"), in favor of MRM ACQUISITIONS, LLC, a Texas limited

liability company ("Assignee").





                           WITNESSETH:



     WHEREAS, Assignor is the owner and holder of those certain

Promissory Notes (the "Notes"), executed by E.L. Specialists, Inc

("Borrower"), which are listed on attached Exhibit "A" and

incorporated herein;



     WHEREAS, Borrower has granted Assignor a security interest

in intellectual property, general intangibles and certain other

collateral (the "Collateral") of Borrower to secure the Notes,

pursuant to the Security Interest Agreement (the "Security

Agreement") attached hereto as Exhibit "B" and incorporated

herein;



     WHEREAS, the Notes and the Security Agreement are subject to

the Intercreditor Agreement, and Amendment #1 to the

Intercreditor Agreement, both executed by and between Assignor

and STARTECH Seed Fund I L.P. and STARTECH Seed Fund II L.P.

(predecessors in interest to Assignee) (collectively the

"Intercreditor Agreement"), which are attached hereto as Exhibit

"C" and incorporated herein; and



     WHEREAS, effective the 1st day of January, 2001, a

Technology Servicing Agreement, (the "Servicing Agreement"),

attached hereto as Exhibit "D", was entered into by and between

Borrower and Assignor;



     WHEREAS, effective January 12, 2001, a Note Purchase

Agreement (the "Note Purchase Agreement"), attached hereto as

Exhibit "E", was entered into by Borrower and Assignor;



     WHEREAS, the Assignor desires to convey to Assignee all of

its interest in the Notes, the Security Agreement, the Note

Purchase Agreement, the Servicing Agreement and the Intercreditor

Agreement effective August 5, 2002 and to release and relinquish

unto Assignee any and all rights, claims, liens, equities,

titles, liens, charges, claims, of every type whatsoever, whether

legal or equitable, choate or inchoate, to Assignee, its

successors and assigns;



     NOW, THEREFORE, for $200,000 U.S. in immediately available

funds, and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged and confessed,

Assignor does hereby sell, assign, transfer, convey, release,

relinquish and deliver unto Assignee, its successors and assigns,

all of its interest in and to the Notes, the Security Agreement,

the Note Purchase Agreement, the Servicing Agreement and the

Intercreditor Agreement hereby to convey all of Assignor's right,

title and interest, legal or equitable, contingent, deferred or

otherwise, in and to the Notes, the Security Agreement, the Note

Purchase Agreement, the Servicing Agreement and the Intercreditor

Agreement, WITHOUT ANY RECOURSE, WARRANTY OR REPRESENTATION OF

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