EXHIBIT 10.08


                                     BYLAWS

                                       OF

                        COMPOSITE TECHNOLOGY CORPORATION

     (Revision for January 13, 2005 and partially modified January 10, 2006)
--------------------------------------------------------------------------------



                               INCORPORATED IN THE
                                 STATE OF NEVADA



<PAGE>


                                     BYLAWS
                                       OF
                        COMPOSITE TECHNOLOGY CORPORATION

--------------------------------------------------------------------------------

Table of Contents:

ARTICLE I - OFFICE AND REGISTERED AGENT........................................1
ARTICLE II - SHAREHOLDERS' MEETINGS............................................1
   Section 2.1. Annual Meetings................................................1
   Section 2.2. Special Meetings...............................................1
   Section 2.3. Notice of Shareholders' Meetings...............................1
   Section 2.4. Waiver of Notice...............................................2
   Section 2.5. Place of Meeting...............................................3
   Section 2.6. Closing of Transfer Books or Fixing Record Date................3
   Section 2.7. Quorum of Shareholders.........................................3
   Section 2.8. Voting Lists...................................................4
   Section 2.9. Voting.........................................................4
   Section 2.10. Proxies.......................................................4
   Section 2.11. Informal Action by Shareholders...............................5
ARTICLE III - BOARD OF DIRECTORS...............................................5
   Section 3.1. General Powers.................................................5
   Section 3.2. Number, Tenure and Qualifications..............................5
   Section 3.3. Election of Board of Directors.................................5
   Section 3.4. Regular Meetings...............................................6
   Section 3.5. Special Meetings...............................................6
   Section 3.6. Waiver of Notice,..............................................6
   Section 3.7. Quorum.........................................................6
   Section 3.8. Manner of Acting...............................................6
   Section 3.9. Powers of Directors............................................7
   Section 3.10. Vacancies.....................................................7
   Section 3.11. Removals......................................................7
   Section 3.12. Resignations..................................................7
   Section 3.13. Presumption of Assent.........................................8
   Section 3.14.. Compensation.................................................8
   Section 3.15. Emergency Power...............................................8
   Section 3.16. Chairman......................................................8
ARTICLE IV - OFFICERS..........................................................8
   Section 4.1. Number.........................................................8
   Section 4.2. Election and Term of Office....................................9
   Section 4.3. Resignation....................................................9
   Section 4.4. Removal........................................................9
   Section 4.5. Vacancies......................................................9
   Section 4.6. Chief Executive Officer........................................9
   Section 4.7. President.....................................................10
   Section 4.8. Executive Vice President......................................10
   Section 4.9. Secretary.....................................................10
   Section 4.10. Chief Financial Officer......................................10
   Section 4.11. Officers.....................................................11
   Section 4.12. Salaries.....................................................11
   Section 4.13. Surety Bonds.................................................11
ARTICLE V - COMMITTEES........................................................11
   Section 5.1. Executive Committee...........................................11
   Section 5.2. Audit Committee...............................................11
   Section 5.3. Corporate Governance and Compensation Committees..............12
   Section 5.4. Other Committees..............................................12


<PAGE>

ARTICLE VI - CONTRACTS, LOANS, DEPOSITS AND CHECKS............................12
   Section 6.1. Contracts.....................................................12
   Section 6.2. Loans.........................................................12
   Section 6.3. Deposits......................................................13
   Section 6.4. Checks and Drafts.............................................13
   Section 6.5. Bonds and Debentures..........................................13
ARTICLE VII - CAPITAL STOCK...................................................13
   Section 7.1. Certificates of Shares........................................13
   Section 7.2. Transfer of Shares............................................14
   Section 7.3. Transfer Agent and Registrar..................................14
   Section 7.4. Lost or Destroyed Certificates................................14
   Section 7.5. Consideration for Shares......................................14
   Section 7.6. Registered Shareholders.......................................14
ARTICLE VIII - INDEMNIFICATION................................................15
   Section 8.1. Indemnification...............................................15
   Section 8.2. Other Indemnification.........................................15
   Section 8.3. Insurance.....................................................15
   Section 8.4. Settlement by Corporation.....................................15
ARTICLE IX - AMENDMENTS.......................................................16
ARTICLE X - FISCAL YEAR.......................................................16
ARTICLE XI - DIVIDENDS........................................................16
ARTICLE XII - CORPORATE SEAL..................................................16


<PAGE>


                                     BYLAWS
                                       OF
                        COMPOSITE TECHNOLOGY CORPORATION

--------------------------------------------------------------------------------


ARTICLE I - OFFICE AND REGISTERED AGENT
The principal office of the Corporation shall be located at 2026 McGaw Avenue,
Irvine, CA 92614. For purposes of service of process, the Corporation shall also
maintain a registered office within the State of Nevada at the address of its
registered agent. The registered agent for the Corporation in the State of
Nevada is Paracorp Incorporated, 318 North Carson Street, Suite 208, Carson
City, NV 89701. The Board of Directors in its total discretion may from time to
time change its designate and the location of its registered office within the
State of Nevada.


ARTICLE II - SHAREHOLDERS' MEETINGS


Section 2.1. Annual Meetings.

The annual meeting of the shareholders of the Corporation shall be held at such
place within or without the State of Nevada as shall be designated by the Board
of Directors in compliance with these Bylaws. The meeting shall be held on the
first Tuesday of March of each year beginning with the year 2002 at 10:00 a.m.
If such day is a legal holiday, the meeting shall be on the next business day.
This meeting shall be for the election of directors and for the transaction of
such other business as may properly come before it.

In the event that such annual meeting is omitted by oversight or otherwise on
the date herein provided for, the directors shall cause a meeting in lieu
thereof to be held as soon thereafter as conveniently may be, and any business
transacted or elections held at such meeting shall be as valid as if transacted
or held at the annual meeting. If the election of directors shall not be held on
the date designated herein for any annual meeting of shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of shareholders as soon thereafter as may conveniently be
called. Such subsequent meeting shall be called in the same manner as is
provided for the annual meeting of shareholders.


Section 2.2. Special Meetings.

Special meetings of shareholders, other than those regulated by statute, may be
called at any time by the Chairman of the Board or the Chief Executive Officer
or by a majority of the directors, and must be called by the Chairman upon
written request of the holders of record of not less than 25% of the issued and
outstanding shares entitled to vote at such special meeting.

Section 2.3. Notice of Shareholders' Meetings.

The Chairman or Chief Executive Officer shall give written notice stating the
place, day and hour of the meeting, and in the case of a special meeting the
purpose or purposes for which the meeting is called, which shall be delivered
not less than ten nor more than sixty days before the day of the meeting, either
personally or by mail or electronically to each shareholder of record entitled
to vote at such meeting. The shareholders of record shall be those shareholders
whose names and addresses are maintained by the duly appointed transfer agent of
the Corporation.


Bylaws of Composite Technology Corporation (rev. Jan 10, 2006)            Page 1

<PAGE>

Notice given by mail shall be deemed given when deposited in the United States
mail addressed to the shareholder at his address as it appears on the books of
the Corporation, with postage thereon prepaid.

Notice given electronically shall be deemed given if sent:
      (i)   By facsimile machine, when directed to a number at which the
            stockholder has consented to receive notice;
      (ii)  By electronic mail, when directed to an electronic mail address at
            which the stockholder has consented to receive notice;
      (iii) By a posting on an electronic network together with separate notice
            to the stockholder of the specific posting, upon the later of:
      (iv)  Such posting; and
      (v)   The giving of the separate notice; and
      (vi)  By any other form of electronic transmission, when directed to the
            consenting stockholder.

Any notice given electronically is effective if given by a form of electronic
transmission consented to by the stockholder or joint stockholders to whom the
notice is given. The consent given by a stockholder is revocable by the
stockholder or joint stockholders if such revocation is sent to the Corporation
and effective when it is received by the Corporation and shall be valid for any
future notice not then having already been given by Corporation. The consent
shall also be considered revoked if: (a) the Corporation is unable to deliver by
electronic transmission two consecutive notices given by the Corporation in
accordance with the consent, provided however there shall be no requirement for
the Corporation to send more than one notice for any meeting; or (b) the
inability to deliver by electronic transmission becomes known to the secretary,
assistant secretary, transfer agent or other agent of the corporation
responsible for the giving of notice, provided however, the inadvertent failure
to treat the inability to deliver a notice by electronic transmission as a
revocation does not invalidate any meeting or other action.

As used in this section, "electronic transmission" means any form of
communication not directly involving the physical transmission of paper that:
      (a)   Creates a record that may be retained, retrieved and reviewed by a
            recipient of the communication; and
      (b)   May be directly reproduced in paper form by the recipient through an
            automated process.

Any meeting of which all shareholders shall at any time waive or have waived
notice in writing shall be a legal meeting for the transaction of business
notwithstanding that notice has not been given as hereinbefore provided.

Section 2.4. Waiver of Notice.

Whenever any notice is required to be given by these Bylaws, or the Articles of
Incorporation, or by any of the Corporation Laws of the State of Nevada, a
shareholder may waive the notice of meeting by attendance at the meeting, either
in person or by proxy, or by so stating in writing, either before or after such
meeting. Attendance at a meeting for the express purpose of objecting that the
meeting was not lawfully called or convened shall not, however, constitute a
waiver of notice.


Bylaws of Composite Technology Corporation (rev. Jan 10, 2006)            Page 2

<PAGE>

Section 2.5. Place of Meeting.

The Board of Directors may designate any place, either within or without the
State of Nevada, as the place of meeting for any annual meeting or for any
special meeting called by the Board of Directors. If no designation is made, or
if a special meeting be otherwise called, the place of meeting shall be the
registered office of the Corporation.

Section 2.6. Closing of Transfer Books or Fixing Record Date.
For the purpose of determining shareholders entitled to notice or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be closed for a
period not to exceed, in any case, 50 days. If the stock transfer books shall be
closed for the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such books shall be closed for at least 10
days immediately preceding the date determined to be the date of record. In lieu
of closing the stock transfer books, the Board of Directors may fix in advance a
date as the record date for any such determination of shareholders, such date in
any case to be not more than 60 days and in case of a meeting of shareholders
not less than 10 days prior to the date on which the particular action requiring
such determination of shareholders is to be taken. If the stock transfer books
are not closed and no record date is fixed for the determination of shareholders
entitled to notice or to vote at a meeting of shareholders or shareholders to
receive payment of a dividend, the date on which notice of the meeting is mailed
or the date on which the resolution of the Board of Directors declaring such
dividend is adopted, as the case may be, shall be deemed the date of record for
such determination of shareholders. When a determination of persons entitled to
vote at any meeting of shareholders has been made as provided in this section,
such determination shall apply to any adjournment thereof

Section 2.7. Quorum of Shareholders.

Except as herein provided and as otherwise provided by law, at any meeting of
shareholders a thirty percent (30%) majority in interest of all the shares
issued and outstanding represented by shareholders of record in person or by
proxy shall constitute a quorum, but a less interest may adjourn any meeting and
the meeting may be held as adjourned without further notice; provided; however,
that directors shall not be elected at the meeting so adjourned. When a quorum
is present at any meeting, a majority in interest of the shares represented
shall be the act of the shareholders, unless the matter voted upon is one upon
which the express provision of law or of the Articles of Incorporation or of
these Bylaws a larger or different vote is required, in which case such express
provision shall govern and control the decision of such question.


Bylaws of Composite Technology Corporation (rev. Jan 10, 2006)            Page 3

<PAGE>

Section 2.8. Voting Lists.

The officer or agent having charge of the stock transfer books for shares of the
Corporation shall make a complete list of the shareholders entitled to vote at
such meeting or any adjournment thereof, arranged in alphabetical order, with
the address of and the number of shares held by each, which list shall be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder, for any purpose germane to the meeting,
during the whole time of the meeting. The original stock transfer books shall be
prima facie evidence as to who are the shareholders entitled to examine such
list or transfer books or to vote at any meeting of shareholders.

Section 2.9. Voting.

A holder of an outstanding share entitled to vote at a meeting may vote at such
meeting in person or by proxy. Except as may otherwise be provided in the
Articles of Incorporation, every shareholder shall be entitled to one vote for
each share standing in his name on the record of shareholders. Except as herein
or in the Articles of Incorporation otherwise provided, all corporate action
shall be determined as relates to any question but before the meeting by a
majority of the votes cast on such question or issue at a meeting of
shareholders at which a quorum is present, by the holders of shares entitled to
vote thereon.

The Board of Directors shall appoint an Inspector of Election prior to each
meeting who shall supervise the registration of the shareholders in attendance
at the meeting, determine the number of outstanding shares represented at the
meeting, determine if a quorum is present, determine the validity of proxies and
ballots and count the votes cast for and against, and the abstentions from each
question put before the meeting. The Inspector of Election shall take an oath
that he or she shall fairly and faithfully execute his or her duties with strict
impartiality. The Inspector shall file a report with the Corporation attesting
to the findings and completion of his or her duties.

Section 2.10. Proxies.

1. At any meeting of the shareholders, any shareholder may designate another
person or persons to act as a proxy or proxies. If any shareholder designates
two or more persons to act as proxies, a majority of those persons present at
the meeting, or, if only one is present, then that one has and may exercise all
of the powers conferred by the shareholder upon all of the persons so designated
unless the shareholder provides otherwise.

2. Without limiting the manner in which a shareholder may authorize another
person or persons to act for him as proxy pursuant to subsection 1, the
following constitute valid means by which a shareholder may grant such
authority:
      (a)   A shareholder may give a written authority to another person or
            persons to act for him as proxy. The proxy may be limited to action
            on designated matters.
      (b)   A shareholder may authorize another person or persons to act for him
            as proxy by transmitting or authorizing the transmission of an
            electronic record to the person who will be the holder of the proxy
            or to a firm which solicits proxies or like agent who is authorized
            by the person who will be the holder of the proxy to receive the
            transmission. Any such electronic record must either set forth or be
            submitted with information from which it can be determined that the
            electronic record was authorized by the shareholder. If it is
            determined that the electronic record is valid, the persons
            appointed by the corporation to count the votes of shareholders and
            determine the validity of proxies and ballots or other persons
            making those determinations must specify the information upon which
            they relied.


Bylaws of Composite Technology Corporation (rev. Jan 10, 2006)            Page 4

<PAGE>

3. Any copy, communication by electronic transmission or other reliable
reproduction of the record created pursuant to subsection 2 may be substituted
for the original record for any purpose for which the original record could be
used, if the copy, communication by electronic transmission or other
reproduction is a complete reproduction of the entire original record.

4. No proxy is valid after the expiration of 6 months from the date of its
creation unless the shareholder specifies in it the length of time for which it
is to continue in force, which may not exceed 7 years from the date of its
creation. Subject to these restrictions, any proxy properly created is not
revoked and continues in full force and effect until another instrument or
transmission revoking it or a properly created proxy bearing a later date is
filed with or transmitted to the secretary of the corporation or another person
or persons appointed by the corporation to count the votes of shareholders and
determine the validity of proxies and ballots. The revocability of a proxy that
states in its written authorization that it is irrevocable shall be governed by
the provisions of Section 78.355 of the Nevada Revised Statutes.

Section 2.11. Informal Action by Shareholders.

Any action required to be taken at a meeting of the shareholders, or any action
which may be taken at a meeting of the shareholders, may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by a majority of the shareholders entitled to vote with respect to the
subject matter thereof, provided that if any greater proportion and voting power
is required for such action, then such greater proportion of written consents
shall be required.


ARTICLE III - BOARD OF DIRECTORS


Section 3.1. General Powers.

The business and affairs of the Corporation shall be managed by its Board of
Directors. The Board of Directors may adopt such rules and regulations for the
conduct of their meetings and the management of the Corporation as they deem
proper.

Section 3.2. Number, Tenure and Qualifications.

The number of directors for the Board of Directors of the Corporation shall be
not less than two nor more than seven. Each director shall hold office until the
next annual meeting of shareholders and until his successor shall have been
elected and qualified. Directors need not be residents of the State of Nevada or
shareholders of the Corporation.

Section 3.3. Election of Board of Directors.

The Board of Directors shall be chosen by ballot at the annual meeting of
shareholders or at any meeting held in place thereof as provided by law and must
be elected by a plurality of the votes cast at the election.


Bylaws of Composite Technology Corporation (rev. Jan 10, 2006)            Page 5

<PAGE>

Section 3.4. Regular Meetings.

A regular meeting of the Board of Directors shall be held without other notice
than by this Bylaw, immediately following and at the same place as the annual
meeting of the shareholders. The Board of Directors may provide by resolution
the time and place for the holding of additional regular meetings without other
notice than such resolution.

Members of the Board of Directors may participate in a meeting of the Board by
means of conference telephone or similar communications equipment by which all
persons participating in the meeting can hear each other and participation in a
meeting under this subsection shall constitute presence in person at the
meeting, pursuant to Nevada Revised Statute, Section 78.315.

Section 3.5. Special Meetings.

Special meetings of the Board of Directors may be called by order of the
Chairman of the Board, the Chief Executive Officer or by one-third of the
directors. Those calling the special meeting shall give notice of the time,
place and purpose or purposes of each special meeting by mailing the same at
least ten days before the meeting or by telephoning or faxing or wiring the same
at least five days before the meeting to each director.

Section 3.6. Waiver of Notice,

Whenever any notice whatever is required to be given by these Bylaws, or the
Articles of Incorporation of the Corporation, or by any of the Corporation Laws
of the State of Nevada, a director may waive the notice of meeting by attendance
in person at the meeting, or by so stating in writing, either before or after
such meeting. Attendance at a meeting for the express purpose of objecting that
the meeting was not lawfully called or convened shall not, however, constitute a
waiver of notice.

Section 3.7. Quorum.

A majority of the members of the Board of Directors, or a sole remaining
director, shall constitute a quorum for the transaction of business, but less
than a quorum may adjourn any meeting from time to time until a quorum shall be
present, whereupon the meeting may be held, as adjourned, without further
notice. At any meeting at which every director shall be present, even though
without any notice, any business maybe transacted.

Section 3.8. Manner of Acting.

At all meetings of the Board of Directors, each director shall have one vote.
The act of a majority present at a meeting shall be the act of the Board of
Directors, provided a quorum is present. In the event that the votes on any
motion shall be evenly divided between the Directors, the Chairman shall have
the casting vote. Any action required to be taken or which may be taken at a
meeting of the directors may be taken without a meeting if a consent in writing
setting forth the action so taken shall be signed by all the directors. The
directors may conduct a meeting by means of a conference telephone or any
similar communication equipment by which all persons participating in the
meeting can hear each other.


Bylaws of Composite Technology Corporation (rev. Jan 10, 2006)            Page 6

<PAGE>

Section 3.9. Powers of Directors.

The Board of Directors shall have the responsibility for the entire management
of the business of the Corporation. In the management and control of the
property, business and affairs of the Corporation the Board of Directors is
hereby vested with all of the powers possessed by the Corporation itself so far
as this delegation of authority is not inconsistent with the laws of the State
of Nevada and with the Articles of Incorporation or with these Bylaws. The Board
of Directors shall have the power to determine what constitutes net earnings,
profits and surplus, respectively, and what amounts shall be reserved for
working capital and for any other purpose and what amounts shall be declared as
dividends, and such determination by the Board of Directors shall be final and
conclusive.

Section 3.10. Vacancies.

A vacancy in the Board of Directors shall be deemed to exist in case of death,
resignation or removal of any director, or if the authorized number of directors
be increased, or if the shareholders fail at any meeting of shareholders at
which any director is to be elected, to elect the full authorized number to be
elected at that meeting.

Any vacancy occurring in the Board of Directors, whether arising from death,
resignation, removal (with or without cause), any increase in the number of
directors or any other reason, may be filled by an affirmative vote of the
majority of the remaining directors, though less than a quorum of the Board of
Directors, by a sole remaining director, or by the shareholders at the next
annual meeting thereof or at a special meeting thereof, and each director so
elected to fill a vacancy shall be elected for the un-expired term of his
predecessor in office.

Section 3.11. Removals.

Directors may be removed at any time at a meeting called expressly for that
purpose by a vote of the shareholders holding a majority of the shares issued
and outstanding and entitled to vote. Such vacancy shall be filled by the
directors then in office, though less than a quorum, to hold office until the
next annual meeting or until his successor is duly elected and qualified, except
that any directorship to be filled by reason of removal by the shareholders may
be filled by election, by the shareholders, at the meeting at which the director
is removed. No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of his team of office.

Section 3.12. Resignations.

A director may resign at any time by delivering written notification thereof to
the Chairman of the Board, Chief Executive Officer, President or Secretary of
the Corporation or by verbal notification to the majority of Directors present
in a meeting. Such resignation shall become effective upon its acceptance by the
Board of Directors; provided, however, that if the Board of Directors has not
acted thereon within ten days from the date of its delivery, the resignation
shall upon the tenth day be deemed accepted.


Bylaws of Composite Technology Corporation (rev. Jan 10, 2006)            Page 7

<PAGE>

Section 3.13. Presumption of Assent.

A director of the Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the Secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.

Section 3.14.. Compensation.

By resolution of the Board of Directors, the directors shall be paid their
expenses, if any, of attendance at each meeting of the Board of Directors, and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefore.

Section 3.15. Emergency Power.

When, due to a national disaster or death, a majority of the directors are
incapacitated or otherwise unable to attend the meetings and function as
directors, the remaining members of the Board of Directors shall have all powers
necessary to function as a complete Board and, for the purpose of doing business
and filling vacancies, shall constitute a quorum until such time as all
directors can attend or vacancies can be filled pursuant to these Bylaws.

Section 3.16. Chairman.

The Board of Directors may elect from its own number a Chairman of the Board,
who shall preside at all meetings of the Board of Directors, and shall perform
such other duties as may be prescribed from time to time by the Board of
Directors.


ARTICLE IV - OFFICERS


Section 4.1. Number.

The officers of the Corporation shall be a Chief Executive Officer, President,
Chief Operating Officer, one or more Executive Vice Presidents, a Secretary, and
a Chief Financial Officer. The Chief Executive Officer and President shall be
elected by a majority of the Board of Directors. The other aforementioned
officers shall be appointed by the Chief Executive Officer or in the event that
there is no one holding the position of Chief Executive Officer, then by the
President. Such other officers and assistant officers as may be deemed necessary
may be elected or appointed by the Board of Directors. In its discretion, the
Board of Directors may leave unfilled for any such period as it may determine
any office except those of Chief Executive Officer or President and Secretary.
Any two or more offices may be held by the same person. Officers may or may not
be directors or shareholders of the Corporation.


Bylaws of Composite Technology Corporation (rev. Jan 10, 2006)            Page 8

<PAGE>

Section 4.2. Election and Term of Office.

The officers of the Corporation are to be elected by the Board of Directors at
the first meeting of the Board of Directors held after each annual meeting of
the shareholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as convenient. Each officer shall
hold office until his successor shall have been duly elected and shall have
qualified or until his death or until he shall resign or shall have been removed
in the manner hereinafter provided.

Section 4.3. Resignation.

Any officer may resign at any time by delivering a written resignation either to
the Chief Executive Officer, President or to the Secretary. Unless otherwise
specified therein, such resignation shall take effect upon delivery.

Section 4.4. Removal.

Any officer or agent may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation will be served thereby but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Election or appointment of an officer or agent shall not of itself
create contract rights. Any such removal shall require a majority vote of the
Board of Directors, exclusive of the officer in question if he is also a
director.

Section 4.5. Vacancies.

A vacancy in any office because of death, resignation, removal, disqualification
or otherwise, or if a new office shall be created, may be filled by the Board of
Directors for the un-expired portion of the term.

Section 4.6. Chief Executive Officer.

The Chief Executive Officer shall be the chief executive and administrative
officer of the Corporation. He shall preside at all meetings of the shareholders
and, in the absence of the Chairman of the Board, at meetings of the Board of
Directors. He shall exercise such duties as customarily pertain to the office of
Chief Executive Officer and shall have exclusive management of the business of
the Corporation and all of its dealings, and its several officers, but at all
times subject to the control of the Board of Directors. He shall appoint all
officers, agents or employees other than those appointed by the Board of
Directors. He shall employ all employees of the Corporation, or delegate such
employment to subordinate officers, or such division officers, or such division
chiefs, and shall have authority to discharge any person so employed. He shall
report to the Board of Directors as often as required and shall perform such
other duties as the Board of Directors shall require. He may sign, execute and
deliver in the name of the Corporation, powers of attorney, certificates of
stock, contracts, bonds, deeds, mortgages and other obligations and shall
perform such other duties as may be prescribed from time to time by the Board of
Directors or by the Bylaws.


Bylaws of Composite Technology Corporation (rev. Jan 10, 2006)            Page 9

<PAGE>

Section 4.7. President.

The President shall be the chief executive and administrative officer of the
Corporation in the absence of someone holding the position of Chief Executive
Officer, and in that event shall assume the responsibilities described in
Section 4.6. Normally the President shall report to the Chief Executive Officer
and shall exercise such duties as customarily pertain to the office of
President. The President shall be designated various duties that fall under the
responsibility of the Chief Executive Officer and such duties would generally
include active supervision over the property, business and affairs of the
Corporation and over its several officers. He may sign, execute and deliver in
the name of the Corporation, certificates of stock, contracts, deeds, mortgages
and other obligations and shall perform such other duties as may be prescribed
from time to time by the Chief Executive Officer and/or the Board of Directors
or by the Bylaws.

Section 4.8. Executive Vice President.

The Executive Vice President shall have such powers and perform such duties as
maybe assigned to him by the Chief Executive Officer or the President. In the
absence or disability of the President, the Executive Vice President designated
by the board shall perform the Duties and exercise the powers of the President.
In the event there is more than one Executive Vice President and the Board of
Directors has not designated which Executive Vice President is to act as
President, then the Executive Vice President who was elected first shall act as
President. An Executive Vice President may sign and execute contracts and other
obligations pertaining to the regular course of his duties.

Section 4.9. Secretary.

The Secretary shall keep the minutes of all meetings of the shareholders and of
the Board of Directors and to the extent ordered by the Board of Directors or
the President, the minutes of meetings of all committees. He shall cause notice
to be given of the meetings of shareholders, of the Board of Directors and of
any committee appointed by the board. He shall have custody of the corporate
seal and general charge of the records, documents and papers of the Corporation
not pertaining to the performance of the duties vested in other officers, which
shall at all reasonable times be open to the examination of any director. He may
sign or execute contracts with the Chief Executive Officer or President
thereunto authorized in the name of the Corporation and affix the seal of the
Corporation thereto. He shall perform such other duties as may be prescribed
from time to time by the board of Directors or by the Bylaws. He shall be sworn
to the faithful discharge of his duties. Assistant Secretaries shall assist the
Secretary and shall keep and record such minutes of meetings as shall be
directed by the Board of Directors.

Section 4.10. Chief Financial Officer.

The Chief Financial Officer or Treasurer shall have general custody of the
collection and disbursement of funds of the Corporation, for collection of
checks, notes, and other obligations, and shall deposit the same to the credit
of the Corporation in such bank or banks or depositories as the Board of
Directors may designate. He shall report to the Chief Executive Officer and
shall also deliver any financial information of the Corporation called for by
the Board of Directors. He may sign, with the Chief Executive Officer and/or
President, or such other persons as may be designated for the purpose by the
Board of Directors, all bills of exchange or promissory notes of the
Corporation. He shall enter or cause to be entered regularly in the books of the
Corporation full and accurate accounts of all monies received and paid by him on
account of the Corporation, shall at all reasonable times exhibit his books and
accounts to any director of the Corporation upon application at the office of
the Corporation during business hours and, whenever required by the Board of
Directors or the Chief Executive Officer, shall render a statement of his
accounts. He shall perform such other duties as may be prescribed from time to
time by the Board of Directors or by the Bylaws.


Bylaws of Composite Technology Corporation (rev. Jan 10, 2006)           Page 10

<PAGE>

Section 4.11. Officers.

Other officers shall perform such duties and have such powers as may be assigned
to them by the Chief Executive Officer.

Section 4.12. Salaries.

The salaries or other compensation of the officers of the Corporation shall be
fixed from time to time by the Board of Directors and with the exception of the
Chief Executive Officer by the Chief Executive. No officer shall be prevented
from receiving any such salary or compensation by reason of the fact that he is
also a director of the corporation.

Section 4.13. Surety Bonds.

In case the Board of Directors shall so require, any officer or agent of the
corporation shall execute to the Corporation a bond in such sums and with
sureties as the Board of Directors may direct, conditioned upon the faithful
performance of his duties to the Corporation, including responsibility for
negligence and for the accounting for all property, monies or securities of the
Corporation which may come into his hands.


ARTICLE V - COMMITTEES


Section 5.1. Executive Committee.

The Board of Directors may appoint from among its members an Executive Committee
of not less than two nor more than seven members, one of whom shall be the Chief
Executive Officer, and shall designate one or more of its members as alternates
to serve as a member or members of the Executive Committee in the absence of a
regular member or members. The Board of Directors reserves to itself alone the
power to declare dividends, issue stock, recommend to shareholders any action
requiring their approval, change the membership of any committee at any time,
fill vacancies therein, and discharge any committee either with or without cause
at any time. Subject to the foregoing limitations, the Executive Committee shall
possess and exercise all other powers of the Board of Directors during the
intervals between meetings of the Board of Directors.

Section 5.2. Audit Committee.

The Board of Directors shall appoint from among its own members an Audit
Committee that shall oversee and report on the accounting and financial
reporting processes of the Corporation and audits of the financial statements of
the Corporation and be responsible for other matters set out in its charter or
as may be required in accordance with securities legislation applicable to the
Corporation or which may be prescribed by the Board from time to time.


Bylaws of Composite Technology Corporation (rev. Jan 10, 2006)           Page 11

<PAGE>

The Audit Committee shall normally consist of not less than two independent
directors, however, in the event that there be fewer than 2 independent members
of the Board, the Audit Committee may consist of one member for the limited
period until a second or additional independent member(s) is/are appointed to
the Board. The definition of `independence' in accordance with the present
Section shall be as set forth in the rules and regulation that may be in effect
from time to time promulgated by (i) the Securities Exchange Commission, and
(ii) the listing authority of the market(s) on which the Corporation's stock is
listed and traded from time to time.

The Committee shall be presided over by a Chairman who shall be a financial
expert.

A majority of the members of any committee may fix its rules of procedure.

Section 5.3. Corporate Governance and Compensation Committees.

The Board of Directors may appoint from among its own members a Corporate
Governance Committee that shall oversee the documentation and enforcement of the
rules of corporate governance to which the Corporation must adhere and a
Compensation Committee that shall oversee the remuneration of Directors and
senior officers from time to time. The exact mandate and the extent of the
powers, authority and review of each of these committees shall be established by
the Board and fixed in a Charter adopted by the Board. Each of these Committees
shall normally consist of not less than two independent directors, however, in
the event that there be fewer than 2 independent members of the Board, the
Committees may consist of one member for the limited period until a second or
additional independent member(s) is/are appointed to the Board. A majority of
the members of any committee may fix its rules of procedure.

Section 5.4. Other Committees.

The Board of Directors may also appoint from among its own members such other
committees as the Board may determine, which shall in each case consist of not
less than two directors, and which shall have such powers and duties as shall
from time to time be prescribed by the Board. The Chief Executive Officer shall
be a member ex officio of each committee appointed by the Board of Directors. A
majority of the members of any committee may fix its rules of procedure.


ARTICLE VI - CONTRACTS, LOANS, DEPOSITS AND CHECKS


Section 6.1. Contracts.

The Board of Directors may authorize any officer or officers, agent or agents,
to enter into any contract or execute and deliver any instrument in the name of
and on behalf of the Corporation, and such authority may be general or confined
to specific instances.

Section 6.2. Loans.

No loan or advances shall be contracted on behalf of the Corporation, no
negotiable paper or other evidence of its obligation under any loan or advance
shall be issued in its name, and no property of the Corporation shall be
mortgaged, pledged, hypothecated or transferred as security for the payment of
any loan, advance, indebtedness or liability of the corporation unless and
except as authorized by the Board of Directors. Any such authorization may be
general or confined to specific instances.


Bylaws of Composite Technology Corporation (rev. Jan 10, 2006)           Page 12

<PAGE>

Section 6.3. Deposits.

All funds of the Corporation not otherwise employed shall be deposited from time
to time to the credit of the Corporation in such banks, trust companies or other
depositories as the Board of Directors may select, or as may be selected by any
officer or agent authorized to do so by the Board of Directors.

Section 6.4. Checks and Drafts.

All notes, drafts, acceptances, checks, endorsements and evidences of
indebtedness of the Corporation shall be signed by such officer or officers or
such agent or agents of the Corporation and in such manner as the Board of
Directors from time to time may determine. Endorsements for deposit to the
credit of the Corporation in any of its duly authorized depositories shall be
made in such manner as the Board of Directors from time to time may determine.

Section 6.5. Bonds and Debentures.

Every bond or debenture issued by the Corporation shall be evidenced by an
appropriate instrument that shall be signed by the Chief Executive Officer or
President and by the Chief Financial Officer or by the Secretary, and sealed
with the seal of the Corporation. The seal may be facsimile, engraved or
printed. Where such bond or debenture is authenticated with the manual signature
of an authorized officer of the Corporation or other trustee designated by the
indenture of trust or other agreement under which such security is issued, the
signature of any of the Corporation's officers named thereon may be facsimile.
In case any officer who signed, or whose facsimile signature has been used on
any such bond or debenture, shall cease to be an officer of the Corporation for
any reason before the same has been delivered by the Corporation, such bond or
debenture may nevertheless be adopted by the Corporation and issued and
delivered as though the person who signed it or whose facsimile signature has
been used thereon had not ceased to be such officer.


ARTICLE VII - CAPITAL STOCK


Section 7.1. Certificates of Shares.

The shares of the Corporation shall be represented by certificates authorized to
be issued by the Board of Directors, and signed by the Chief Executive Officer
or President, and by the Secretary or an Assistant Secretary, and sealed with
the seal, or a facsimile, of the Corporation. The signatures of such officers
upon a certificate may be facsimiles if the certificate is countersigned by a
transfer agent or registered by a registrar other than the Corporation itself or
one of its employees. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the person to whom the
shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be cancelled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, except that in case
of a lost, destroyed or mutilated certificate a new one may be issued therefore
upon such terms and indemnity to the Corporation as the Board may prescribe.


Bylaws of Composite Technology Corporation (rev. Jan 10, 2006)           Page 13

<PAGE>

Section 7.2. Transfer of Shares.

Transfer of shares of the Corporation shall be made only on the stock transfer
books of the Corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of authority to transfer, or
by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the Corporation, and on surrender for cancellation
of the certificate for such shares. The person in whose name shares stand on the
books of the Corporation shall be deemed by the Corporation to be the owner
thereof for all purposes.

Section 7.3. Transfer Agent and Registrar.

The Board of Directors shall have power to appoint one or more transfer agents
and registrars for the transfer and registration of certificates of stock of any
class, and may require that stock certificates shall be countersigned and
registered by one or more of such transfer agents and registrars.

Section 7.4. Lost or Destroyed Certificates.

The Corporation may issue a new certificate to replace any certificate issued
theretofore alleged to have been lost or destroyed. The Board of Directors may
require the owner of such a certificate or his legal representatives to give the
Corporation a bond in such sum and with such sureties as the Board of Directors
may direct to indemnify the Corporation and its transfer agents and registrars,
if any, against claims that may be made on account of the issuance of such new
certificates. A new certificate may be issued without requiring any bond.

Section 7.5. Consideration for Shares.

The capital stock of the Corporation shall be issued for such consideration, but
not less than the par value thereof, as shall be fixed from time to time by the
Board of Directors. In the absence of fraud, the determination of the Board of
Directors as to the value of any property or services received in full or
partial payment of shares shall be conclusive.

Section 7.6. Registered Shareholders.

The Corporation shall be entitled to treat the holder of record of any share or
shares of stock as the holder thereof in fact, and shall not be bound to
recognize any equitable or other claim to or on behalf of the Corporation, any
and all of the rights and powers incident to the ownership of such stock at any
such meeting, and shall have power and authority to execute and deliver proxies
and consents on behalf of the Corporation in connection with the exercise by the
Corporation of the rights and powers incident to the ownership of such stock.
The Board of Directors, from time to time may confer like powers upon any other
person or persons.


Bylaws of Composite Technology Corporation (rev. Jan 10, 2006)           Page 14

<PAGE>


ARTICLE VIII - INDEMNIFICATION


Section 8.1. Indemnification.

No officer or director shall be personally liable for any obligations arising
out of any acts or conduct of said officer or director performed for or on
behalf of the Corporation. The Corporation shall and does hereby indemnify and
hold harmless each person and his heirs and administrators who shall serve at
any time hereafter as a director or officer of the Corporation from and against
any and all claims, judgments and liabilities to which such persons shall become
subject by reason of any action alleged to have been heretofore or hereafter
taken or omitted to have been taken by him as such director or officer, and
shall reimburse each such person for all legal and other expenses reasonably
incurred by him in connection with any such claim of liability; including power
to defend such person from all suits as provided for under the provisions of the
Nevada Corporation Laws; provided, however that no such person shall be
indemnified against, or be reimbursed for, any expense incurred in connection
with any claim or liability arising out of his own gross negligence or willful
misconduct. The rights accruing to any person under the foregoing provisions of
this section shall not exclude any other right to which he may lawfully be
entitled, nor shall anything herein contained restrict the right of the
Corporation to indemnify or reimburse such person in any proper case, even
though not specifically herein provided for. The Corporation, its directors,
officers, employees and agents shall be fully protected in taking any action or
making any payment or in refusing so to do in reliance upon the advice of
counsel.

Section 8.2. Other Indemnification.

The indemnification herein provided shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors, or otherwise, both
as to action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer or employee and shall inure to the benefit of the heirs,
executors and administrators of such a person.

Section 8.3. Insurance.

The Corporation may purchase and maintain insurance on behalf of any person who
is or was a director, officer or employee of the Corporation, or is or was
serving at the request of the Corporation in such capacity for another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against him and incurred by him in any capacity, or arising
out of his status as such, whether or not the Corporation would have the power
to indemnify him against liability under the provisions of this Article VIII or
the laws of the State of Nevada.

Section 8.4. Settlement by Corporation.

The right of any person to be indemnified shall be subject always to the right
of the Corporation by its Board of Directors, in lieu of such indemnity, to
settle any such claim, action, suit or proceeding at the expense of the
Corporation by the payment of the amount of such settlement and the costs and
expenses incurred in connection therewith.


Bylaws of Composite Technology Corporation (rev. Jan 10, 2006)           Page 15

<PAGE>


ARTICLE IX - AMENDMENTS
These Bylaws may be altered, amended, repealed, or added to by the affirmative
vote of the holders of a majority of the shares entitled to vote in the election
of any director at any annual meeting or at a special meeting called for that
purpose, provided that a written notice shall have been sent to each shareholder
of record entitled to vote at such meetings at least ten days before the date of
such annual or special meetings, which notice shall state the alterations,
amendments, additions, or changes which are proposed to be made in such Bylaws.
Only such changes shall be made as have been specified in the notice. The Bylaws
may also be altered, amended, repealed, or new Bylaws adopted by a majority of
the entire Board of Directors at any regular or special meeting. Any Bylaws
adopted by the Board may be altered, amended, or repealed by a majority of the
shareholders entitled to vote.


ARTICLE X - FISCAL YEAR
The fiscal year of the Corporation shall be September 30, and may be varied by
resolution of the Board of Directors.


ARTICLE XI - DIVIDENDS
The Board of Directors may at any regular or special meeting, as they deem
advisable, declare dividends payable out of the unreserved and unrestricted
earned surplus of the Corporation except the directors may declare dividends in
accordance with the laws of the State of Nevada.


ARTICLE XII - CORPORATE SEAL
The seal of the Corporation shall be in the form of a circle and shall bear the
name of the Corporation and the year of incorporation.


Adopted by resolution of the Board of Directors on the 3rd day of November, 2001
and modified by resolution of the Board of Directors on the 13th day of January
2005 and further partially modified by resolution of the Board of Directors on
January 10, 2006.


COMPOSITE TECHNOLOGY CORPORATION, (a Nevada corporation)



By:
       Dominic J. Majendie, Secretary



Bylaws of Composite Technology Corporation (rev. Jan 10, 2006)           Page 16