[LOGO] COMPOSITE
       TECHNOLOGY
       CORPORATION                   Innovative Solutions for the Power Industry
--------------------------------------------------------------------------------

January 21, 2005


Midsummer Investment, Ltd.                      Omicron Master Trust
485 Madison Avenue                              650 Fifth Avenue, 24th Floor
23rd Floor                                      New York, New York 10019
New York, NY 10022                              Attn: Brian Daly
Attn: Scott D. Kaufman

Bristol Investment Fund, Ltd.                   Islandia, L.P.
10990 Wilshire Blvd., Suite 1410                c/o John Lang, Inc.
Los Angeles, CA 90024                           485 Madison Avenue,
Attn: Amy Wang, Esq.                            23rd Floor
                                                New York, New York 10022


      Re:   Extension Of Filing Date Under Registration Rights Agreement

Dear Purchasers:

      Reference is made to that certain  Registration  Rights  Agreement,  dated
August 17, 2004 by and among Composite  Technology  Corporation  (the "Company")
and the purchasers signatory thereto (collectively,  the "Purchasers"),  amended
by that certain  letter dated  November 19, 2004 from the Company to each of the
Purchasers  (the  "November  Letter").  The  Company  hereby  requests  that the
Purchasers consent and agree to amend the definition of the "Filing Date" of the
initial  Registration  Statement to be filed pursuant to the Registration Rights
Agreement to be January 31, 2005.

      All capitalized  terms used but not defined herein shall have the meanings
set forth in that certain Securities Purchase  Agreement,  dated August 17, 2004
by and among the Company and the Purchasers  ("Securities  Purchase  Agreement")
and  in  that  certain  Registration  Rights  Agreement  entered  in  connection
therewith.

      Except as expressly  set forth above,  all of the terms and  conditions of
the Securities  Purchase  Agreement,  the  Registration  Rights  Agreement,  the
November  Letter or any other  documents  entered into in  connection  therewith
shall continue in full force and effect after the execution of this letter,  and
shall not be in any way changed,  modified or  superseded by the terms set forth
herein.

<PAGE>

      This letter may be executed  in any number of  counterparts,  all of which
taken  together shall  constitute  one and the same  instrument and shall become
effective when  counterparts have been signed by each party and delivered to the
other parties  hereto,  it being  understood  that all parties need not sign the
same counterpart. Execution of this letter may be made by delivery by facsimile.



                                        Sincerely,

                                        COMPOSITE TECHNOLOGY CORPORATION

                                        By: /s/ Benton H Wilcoxon
                                            ------------------------------------
                                            Name: Benton H Wilcoxon
                                            Title: CEO


Accepted and agreed:


MIDSUMMER INVESTMENT, LTD.              OMICRON MASTER TRUST


By: /s/ Scott D. Kaufman                   By: /s/ Bruce Bernstein
    -------------------------------         ------------------------------------
    Name: Scott Kaufman                    Name: Bruce Bernstein
    Title: Managing Director Midsummer     Title: Managing Partner
           Capital as investment advisor
           to Midsummer Investment Ltd.


BRISTOL INVESTMENT FUND, LTD.           ISLANDIA, L.P.


By: /s/ Paul Kessler                    By: /s/ Richard O. Berner
    -------------------------------         ------------------------------------
    Name: Paul Kessler                      Name: Richard O. Berner
    Title: Director                         Title: President of John Lang, Inc.,
                                                   G.P.