Agreement



AGREEMENT EFFECTIVE as of November 17th, 2003 ("Effective Date")

by mutual consent of Competitive Technologies, Inc., a Delaware

corporation (hereinafter referred to as "SELLER") having a place

of business at:



Competitive Technologies, Inc.

1960 Bronson Road

Fairfield, CT  06824



and [*], an individual (hereinafter referred to as "PURCHASER")

having a place of residence at:



                               [*]

                               [*]

                               [*]



SELLER and PURCHASER being sometimes hereinafter referred to

singularly as a "Party" and collectively as "Parties".





WITNESSETH:



WHEREAS, SELLER and PURCHASER are contemplating entering into a

relationship that calls for SELLER to sell a portion of its

potential proceeds from a judgment award from the federal Lawsuit

in which a judgment has been entered by the Court;



WHEREAS, SELLER is willing to sell a portion of its award to

PURCHASER; and



WHEREAS, PURCHASER is willing to purchase a portion of the award

to which SELLER is entitled to receive from the Lawsuit.



NOW THEREFORE, in consideration of the mutual promises and

covenants set forth herein, the parties agree as follows:





1.0    Definitions.  The following definitions shall apply to

terms used in this Agreement:



1.1    "Adverse Party" - refers to American Cyanamid Company and

any other or later added party(ies) in the Litigation, whose

interests are or may become adverse to Plaintiffs or SELLER.



1.2    "Agreement" - refers to this Agreement, all documents

described herein as exhibits and documents referred herein as

part of this Agreement.



1.3    "Appeal" - refers to the appeal of the Lawsuit currently

pending in the United States Court of Appeals for the Federal

Circuit (CAFC) and any further appeals related thereto.



1.4    "Assigned Portion" - refers to the sum of three hundred

twelve thousand five hundred dollars ($312,500.00 USD).



1.5    "Assignment" - refers to the document entitled Assignment

of Litigation Proceeds, attached hereto as Exhibit 1 and

incorporated herein by this reference, and all those other or

related documents evidencing and acknowledging assignment of an

interest in the Judgment to PURCHASER executed by SELLER and

SELLER's successors and assigns.



1.6    "Attorney" - refers to Robert N. Miller, Esq., Perkins

Coie, LLP, 1899 Wynkoop Street, Suite 700, Denver, CO 80202, Tel.

No. (303) 291-2300; Kristin M. Diamond, Esq., Technology

Transfer/Research Compliance Attorney, University of Colorado,

System Technology Transfer Office, 4001 Discovery Drive, Suite

390, 588 SYS; Boulder, CO 80309-0588; Tel No. (303) 735-4474 /

Fax No. (303) 735-3831; and such other attorneys as may be

employed, consulted, or engaged by Plaintiffs in connection with

the Appeal and the Litigation.



1.7  "Proceeds Date" - refers to that date on which the PURCHASER

remits the Purchase Price to SELLER.



1.8  "Court" - refers to the United States District Court for the

District of Colorado.



1.9  "Discount" - refers to eighty percent (80.0%), which is the

percentage by which the Assigned Portion has been reduced to

establish the Purchase Price.



1.10 "Judgment" - refers to: (i) the judgment for the Plaintiffs

entered by the Court in the Lawsuit, a copy of which is attached

to this Agreement, as Reference Documents Exhibit, and

incorporated herein by this reference; (ii) any later amended,

modified, augmented, supplemental or other judgment and judgment

on appeal; and (iii) any and all rights of Plaintiffs and SELLER

and their successors and assigns to Proceeds, as defined below,

from the Litigation, as defined below.



1.11 "Judgment Amount Assigned" - refers to the Assigned Portion

plus the interest accruing on the Judgment, allocable to the

Assigned Portion, commencing on the Proceeds Date of Nov. 14th,

2003   .  Provided however, if the Judgment is set aside and

remanded for Further Proceedings, and if interest is ultimately

awarded as to any claim for the period on or after the Proceeds

Date ("Accrual Period"), the Judgment Amount Assigned shall be

the Assigned Portion plus the portion of the interest awarded or

later accruing that is allocable to the Assigned Portion for the

Accrual Period. In addition, should SELLER be in default or

breach of this Agreement, there shall be added to the Judgment

Amount Assigned, all expenses, costs (including reasonable

attorneys fees), and the amount of all damages sustained by

PURCHASER on account of any such default or breach.



1.12 "Judgment Collateral" - refers to: (i) the bond or other

undertaking lodged with the Court to secure payment of the

Judgment, a copy of which is attached to this Agreement as

Exhibit 2, and incorporated herein; (ii) any other bond or other

undertaking, serving as collateral for the Judgment (including

all interest, income or proceeds accruing or paid thereon); and,

(iii) any additional or substitute security, guaranty, bond,

surety, segregated account or other undertaking given on account

of the Judgment.



1.13 "Judgment Debtor(s)" - refers to the Adverse Party and any

affiliate, successor, surety or guarantor, as may assume or be

bound by the Judgment or other obligations to Plaintiffs or

SELLER arising out of the Litigation.



1.14 "Lawsuit" - refer to the case of The University of Colorado

Foundation, Inc., et al. v. American Cyanamid Company, Civil

Action No. 93-K-1657, in which the Judgment was entered by the

Court and all related post-trial proceedings.



1.15 "Litigation" - refers to the (i) Lawsuit; (ii) all appellate

proceedings on remand, enforcement, ancillary, parallel or

alternate dispute resolution proceedings and processes arising

out of or related to the Lawsuit; (iii) any other proceedings

founded on the underlying facts giving rise to the Lawsuit, in

which SELLER or SELLER's successor in interest is a party; and

(iv) all arrangements made with SELLER by or among any Adverse

Party having the effect of resolving any of SELLER's claims

against any Adverse Party.



1.16 "Litigation Proceeds" - refers to all Proceeds of the

Litigation.



1.17 "Plaintiffs" - refers to: The University of Colorado

Foundation Inc. (hereinafter, "UCFI"); The University of

Colorado; The Board of Regents of the University of Colorado; Dr.

Robert H. Allen; Dr. Paul A. Seligman; and, any other party(ies)

in the Litigation owning rights, title, and interest in and to

the Judgment and any Proceeds of the Litigation.



1.18 "Purchase Price" - refers to the sum of two hundred fifty

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