Exhibit 10.1





     Effective December 10, 2001, Section 5(c) of the
Competitive Technologies, Inc. 2000 Directors Stock Option
Plan was revised and amended to read as follows:

     (c)  Option Price.  Each Option Agreement shall state the
          price at which the Option shares therein may be exercised,
          which shall not be less than 100% of the Fair Market Value
          on the date of grant.  Subject to the foregoing, the
          exercise price under any Option shall be determined by the
          Board in its sole discretion.