Offer
      Letter

     

    7
      January
      2007

    


    Kevin
      M.
      Smith

    


    


    
      	RE:	
              Formal
                offer to join Composite Technology Corporation as the
                Chief Financial Officer.

            


    

    


    Dear
      Mr.
      Smith:
      

    


    This
      letter is to confirm, in writing, our offer to you for the position of Chief
      Financial Officer with
      an
      effective hire date of January 8, 2007. This offer is contingent upon the
      successful completion of a background investigation (which includes, but is
      not
      limited to, criminal history search, social security trace, references, previous
      employment, and other such searches as the position applied requires). You
      will
      be reporting to Benton
      H
      Wilcoxon, CEO,
      and to
      the Audit Committee with compensation at the commencement of your employment
      as
      follows:

    


    •
Base
      salary of $300,000
      yearly,
      payable on a bi-weekly basis (Friday payday).

     

    •
A
      grant
      by the Board of Directors of 1,250,000 options to purchase shares of common
      stock under the Employee Stock Option Plan with an exercise price of $1.00
      per
      share with vesting over a three year period (vesting is on a quarterly basis
      following an initial period of six months).

     

    •
      Eligibility for medical coverage through Health Net, effective as
      soon
      as possible after forms have been executed with our HR department.

     

    •
      Eligibility for discount vision care through Vision Service Plan, effective
      as
      soon as possible after forms have been executed with our HR
      department.

     

    •
      Eligibility for dental coverage through Guardian Dental, effective as soon
      as
      possible after forms have been executed with our HR department.

     

    •
      Eligibility for life insurance, Accidental Death and Dismemberment insurance,
      and Long Term Disability insurance as administered by Guardian Insurance
      Company, effective as soon as possible after forms have been executed with
      our
      HR department.

     

    •
      Eligibility to participate in a Flexible Spending Account - Section 125
      Cafeteria Plan, effective as soon as possible after forms have been executed
      with our HR department. This is a voluntary plan and is an excellent way to
      pay
      for certain eligible health and dependent care expenses with pre-tax
      dollars.

     

    •
Paid
      Time Off (PTO) to be annually accrued at 3 weeks; however, PTO is only available
      for use after the 90-day introductory period. Accrual of PTO is retroactive
      to
      your actual start date.

     

    •
      Company-paid holidays (11 per year).

     

    In
      accepting our offer of employment, you certify your understanding that your
      employment will be on an at-will basis. Previous conversations regarding this
      offer should not be construed as a contract regarding the terms or the duration
      of your employment. As an at-will employee, you will be free to terminate your
      employment with Composite Technology Corporation at any time, with or without
      cause or advance notice. Likewise, Composite Technology Corporation will have
      the right to reassign you, to change your compensation, or to terminate your
      employment at any time, with or without cause or advance notice. It is
      understood that all duties and projects assigned to you will be accomplished
      in
      a professional manner.

     

      

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
        

       

    

    Your
      position as CFO includes all customary duties and responsibilities for the
      position for a publicly held company. Also, you will also be expected to
      contribute in other areas consistent with your capabilities and requests of
      both
      the CEO and CTC’s President Michael Porter. Mr. Porter is not only President of
      our company, but also a major shareholder and you will be expected to work
      in
      close cooperation with him. You will, of course, be subject to all company
      policies as they exist and are modified from time to time, and as a condition
      of
      your employment you agree to execute the company’s proprietary information and
      intellectual property agreement. 

     

    This
      offer of employment, if not previously accepted by you, will expire seven days
      from the date of this letter, although additional time for consideration of
      the
      offer can be made available if you find it necessary. To confirm your acceptance
      of this offer, please forward a signed and dated copy to me within the
      prescribed time at our Irvine, CA office. 

    


    Additionally,
      this offer of employment will be withdrawn if the pre-employment drug screen
      returns negative results or the background checks reveal information sufficient
      to cause you to be eliminated from further consideration for employment. This
      would include any information provided by you that is found to be false,
      incomplete, or misrepresented in any respect and may even result in immediate
      discharge from employment if discovered at any point after the hire
      date.

     

    
      	Sincerely,	 	 	 
	 	 	 	 
	 	 	 	 
	/s/ Benton
              H Wilcoxon	 	 	 
	
              
Benton
              H Wilcoxon, CEO	 	 	
            
	 	 	 	 


    

     

    
      	Accepted by:	 	 	 
	 	 	 	 
	 	 	 	 
	/s/ Kevin
              M. Smith	 	 	
              1/8/07

            
	
              
Kevin
              M. Smith	 	Date