Unassociated Document


     

    
      


       

       

      October
        31, 2007

      


      John
        Mitola

      Chicago,
        IL 60631

      


      Dear
        John:

      


      Concerning: Letter
        Agreement

      


      We
        are
        extremely pleased that you (herein referred to as the “Director”) have agreed to
        accept our offer to join the Board of Directors of Composite Technology
        Corporation. We would very much like to have your commitment to become a
        member
        of our Board of Directors and assist us to the growth of our
        company.

      


      This
        letter is intended to formalize the terms of your participation as a member
        of
        the Board of Directors of Composite Technology Corporation, a Nevada Corporation
        (the "Corporation").

      


      The
        term
        of your role as a member of the Board of Directors for the Corporation will
        be
        one (1) year or until the annual general meeting at which new directors are
        selected. You agree that the terms set out in the present letter agreement
        will
        also govern any extension of such initial period by your reelection as a
        member
        of the Board of Directors at any future annual general meetings at which
        directors are selected on the same terms as those set out herein, for a period
        of up to two (2) additional terms (for a total of up to three (3)
        years).

      


      As
        compensation for your good faith efforts to provide direction for the
        Corporation as well as promote the business interests of the Corporation,
        the
        Corporation will grant you a monthly payment of four thousand dollars ($4,000),
        provided, that you are still participating as a Corporation Board Member
        as of
        each month end (“Remuneration”). 

      


      We
        further are asking you to accept the position of Chairman of the Compensation
        Committee, which will be compensated by an additional $1,000 per month. We
        are
        also asking you to serve on the Audit Committee, which will be compensated
        by an
        additional $500 per month.

      


      In
        addition, the Corporation will grant you 500,000 options to purchase shares
        of
        the Corporation’s common stock at the price of the Corporation’s common stock at
        the market close on that market-trading day immediately preceding the date
        of
        the Board decision granting such options (the “Granted Options”). The Granted
        Options will vest in 12 equal portions (with any fraction vesting with the
        last
        to vest of such portions). The first portion of the Granted Options shall
        vest
        on that date three (3) months following the date of the initial Board grant
        and
        each successive portion shall thereafter vest at intervals of three (3)
        month.

      


      You
        shall
        also be entitled, in accordance with the Corporation’s applicable policies and
        rules in force, to reimbursement of reasonable expenses which are incurred
        (i)
        in traveling to meetings more than 1 hour away and (ii) in performing your
        responsibilities hereunder to the extent that incurring such expenses is
        pre-approved by the Corporation. The Corporation will also provide you with
        the
        benefit of liability insurance as a member of the Corporation’s Board of
        Directors.

       

       

      
        		
                2026
                  McGaw Ave., Irvine, CA 92614 T (949) 428-8500 F (949)
                  428-8515

              	
                

              


      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Since
        the
        legislation and practice governing the attitudes, roles and responsibilities
        of
        directors is evolving constantly, you are required to read and to understand
        the
        duties and obligations that are incumbent on members of the Board of Directors
        of the Corporation on an on going basis to keep up to date.

      


      Your
        responsibilities as a member of the Board shall include but are not limited
        to:

      


      Attend
        a
        minimum of four (4) quarterly meetings per calendar year and one (1) meeting
        held immediately following the annual general meeting. The Corporation shall
        give appropriate advance notice of the scheduling of the quarterly meetings;
        and

      ·  Attend
        the Annual General Meeting of the Shareholders; and

      ·  Be
        available for special meetings of the board by telephone for decisions which
        cannot wait until the quarterly board meetings; and

      ·  Report
        in
        a timely fashion any and all matters required to be reported in accordance
        with
        applicable legislation including without limitation any dealing in the
        Corporation’s shares; and

      ·  Promote
        the interests of the Corporation through raising its profile, making
        introductions to generate new business opportunities; and

      ·  Introduce
        potential full time executives and employees and strengthening the Board
        of
        Directors and investor base of the Corporation; and

      ·  As
        requested by the Board of Directors, serve on designated subcommittees of
        the
        Board of Directors including the audit committee, compensation committee,
        corporate governance committee, etc.

      


      In
        addition, the Corporation is required to take a number of routine and urgent
        decisions by written resolution in particular pursuant to Section 78.315
        of the
        Nevada General Corporation Law. In this respect it is your responsibility
        to
        respond in timely fashion to requests to review, agree on an acceptable text
        and
        execute such resolutions.

      


      In
        performing your services on the Board of Directors, you will be an independent
        contractor and not an employee of the Corporation. You will not be entitled
        to
        any additional compensation or participate in any benefit plans of the
        Corporation in connection with your services hereunder. You may not bind
        the
        Corporation or act as a principal or agent thereof.

      


      You
        represent and agree that you are accepting the Remuneration for your own
        account
        and not with a view to or for sale in connection with any distribution thereof.
        You understand that such Remuneration will be subjected to the restrictions
        in
        the Corporation's Charter and Bylaws and will not be freely transferable
        and you
        represent that you either have a preexisting personal or business relationship
        with the Corporation or its Board of Directors or controlling persons or,
        by
        reason of your business or financial experience, have the capacity to protect
        your own interest in connection with receiving any Remuneration as compensation.
        You further represent that you were not solicited by publication of any
        advertisement in connection with the receipt of such Remuneration and that
        you
        have consulted tax counsel as needed regarding such Remuneration. 

      


      Notwithstanding
        anything to the contrary, your participation on the Corporation's Board of
        Directors may be terminated at any time for any or no reason by you or the
        Corporation upon written notice to the other party, provided, however that
        in
        the event of your seeking to terminate your directorship such resignation
        must
        be accepted by the Board of Directors in accordance with the terms of Section
        3.12 of the Corporations Bylaws. Upon such termination, the right to
        compensation hereunder will terminate subject to the Corporation's obligation
        to
        reimburse you any approved expenses already incurred, and your right to retain
        the Granted Options to the extent such Options have vested prior to such
        termination or the compensation committee shall allow any accelerated
        vesting.

      


      
        	
                2026
                  McGaw Ave., Irvine, CA 92614 T (949) 428-8500 F (949)
                  428-8515

              


      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      While
        serving as a director, you will acquire and have access to confidential or
        proprietary information about the Corporation, for as long as you are a director
        of the Corporation and for a period after you cease to be a Director you
        shall
        maintain the confidentiality of any and all such information in accordance
        with
        the terms of your “Proprietary Rights Agreement” signed concurrently herewith
        (“PAA”). The terms of the PAA are incorporated herein and form a part of your
        duties and obligations as a director.

       

      Execution
        of the signature block (which may be in counterparts) below shall indicate
        agreement to the terms outlined above. This letter is to be construed and
        enforced in accordance with the internal laws of the State of Nevada and
        contains the entire agreement of the parties with respect to the subject
        mater
        hereof. This letter may not be assigned by either party.

      


      


      


      
        	
                FOR:

              	
                Composite
                  Technology Corporation

              	 	
                FOR:

              	
                John
                  P. Mitola

              
	
                 

              	
                (the
                  Corporation)

              	 	 	
                (the
                  Director)

              
	
                 

              	 	 	 	 
	
                 

              	 	 	 	 
	
                By:

              	 	 	
                By:

              	 
	
                 

              	
                Benton
                  H Wilcoxon

              	 	 	
                John
                  P. Mitola

              
	
                 

              	
                Chairman
                  and CEO

              	 	 	
                Representing
                  himself personally

              


      

      


       

      
        	
                2026
                  McGaw Ave., Irvine, CA 92614 T (949) 428-8500 F (949)
                  428-8515