CEO SHARE PLEDGE AGREEMENT

      CEO SHARE PLEDGE AGREEMENT (this "AGREEMENT"), dated as of March __, 2006,
made by Benton H. Wilcoxon, an individual with a principal place of residence at
3044 Rivoli,  Newport Beach,  CA 92660 (the  "Pledgor"),  in favor of Hudson Bay
Fund  LP,  a  limited  partnership  organized  under  the  laws of the  State of
Delaware, in its capacity as collateral agent (in such capacity, the "COLLATERAL
AGENT") for the "Buyers" (as defined  below)  party to the  Securities  Purchase
Agreement,  dated as of even date  herewith (as  amended,  restated or otherwise
modified from time to time, the "SECURITIES PURCHASE AGREEMENT").

                              W I T N E S S E T H:
                               - - - - - - - - - -


      WHEREAS,  Composite Technology  Corporation (the "COMPANY") and each party
listed as a "Buyer" on the Schedule of Buyers  attached  thereto  (collectively,
the "BUYERS") are parties to a Securities Purchase Agreement,  pursuant to which
the Company shall be required to sell,  and the Buyers or shall purchase or have
the right to purchase, the "Notes" (as defined therein);

      WHEREAS,  the Pledgor has  executed  and  delivered to the Buyers a Letter
Agreement dated the date hereof (the "LETTER  AGREEMENT")  requiring the Pledgor
to deliver to the  Collateral  Agent,  4,741,936  (as adjusted for stock splits,
stock dividends, reverse stock splits, reclassifications,  recapitalizations and
similar  events)  shares of the common stock of the Company owned by the Pledgor
in the event of a payment default under the Notes (an "EVENT OF DEFAULT");

      WHEREAS,  it is a  condition  precedent  to the Buyers  entering  into the
Securities Purchase Agreement that the Pledgor shall have executed and delivered
to the Collateral  Agent for the benefit of itself and the Buyers this Agreement
to secure all of the Pledgor's obligations under the Letter Agreement;

      NOW, THEREFORE, in consideration of the premises and the agreements herein
and in order to induce  the  Collateral  Agent to perform  under the  Securities
Purchase Agreement, the Pledgor agrees with the Collateral Agent as follows:

      SECTION 1. Definitions and Rules of Interpretation.

            (a)  Definitions.  Reference  is  made  to the  Securities  Purchase
Agreement,  and  for a  statement  of  terms  thereof.  All  terms  used in this
Agreement which are defined in the Securities Purchase Agreement or in Article 8
or Article 9 of the Uniform  Commercial Code (the "CODE") as in effect from time
to time in the  State of New York and  which are not  otherwise  defined  herein
shall have the same meanings herein as set forth therein;  provided,  that terms
used herein  which are defined in the Code as in effect in the State of New York
on the date hereof shall continue to have the same meaning  notwithstanding  any
replacement  or  amendment of such statute  except as the  Collateral  Agent may
otherwise  determine.  In the event  that any such term is  defined  in both the
Securities  Purchase  Agreement and the Code, the definition of such term in the
Securities Purchase Agreement shall control.


<PAGE>

            (b) Rules of Interpretation.  Except as otherwise expressly provided
in  this  Agreement,  the  following  rules  of  interpretation  apply  to  this
Agreement:  (i) the  singular  includes  the plural and the plural  includes the
singular;  (ii) "or" and "any" are not exclusive  and "include" and  "including"
are not limiting;  (iii) a reference to any agreement or other contract includes
permitted  supplements  and  amendments;  (iv) a reference to a law includes any
amendment  or  modification  to such  law and any  rules or  regulations  issued
thereunder;  (v) a reference to a person  includes its permitted  successors and
assigns; and (vi) a reference in this Agreement to an Article,  Section,  Annex,
Exhibit or Schedule is to the Article,  Section,  Annex,  Exhibit or Schedule of
this Agreement.

      SECTION 2. Pledge and Grant of Security Interest.  As collateral  security
for all of the Obligations (as defined in Section 3 hereof),  the Pledgor hereby
pledges and assigns and grants to the  Collateral  Agent a  continuing  security
interest  in, and Lien on, all of his right,  title and  interest  in and to the
following (collectively, the "PLEDGED COLLATERAL"):

            (a) The Pledgor's shares of common stock of the Company as set forth
in Schedule I, and all future,  issued and outstanding  shares of capital stock,
or other equity or investment  securities  of, or  partnership,  membership,  or
joint venture interests in, the Company, whether now owned or hereafter acquired
by the  Pledgor  and  whether  or not  evidenced  or  represented  by any  stock
certificate,  certificated  security  or  other  instrument,  together  with the
certificates  representing such equity interests,  all options and other rights,
contractual or otherwise,  in respect thereof and all dividends,  distributions,
cash,  instruments,  investment property and any other property (including,  but
not limited to, any stock  dividend and any  distribution  in connection  with a
stock split) from time to time received,  receivable or otherwise distributed in
respect  of or in  exchange  for any or all of the  foregoing  and all  cash and
noncash proceeds thereof (collectively, the "PLEDGED SHARES");

            (b)  all  present  and  future  increases,  profits,   combinations,
reclassifications,  and  substitutes  and  replacements  for  all or part of the
foregoing Collateral heretofore described;

            (c) all investment property,  financial assets, securities,  capital
stock,  other equity  interests,  stock options and  commodity  contracts of the
Pledgor, all notes,  debentures,  bonds,  promissory notes or other evidences of
indebtedness  payable  or owing to the  Pledgor,  and all  other  assets  now or
hereafter received or receivable with respect to the foregoing;

            (d) all securities entitlements of the Pledgor in any and all of the
foregoing; and

            (e) all proceeds  (including proceeds of proceeds) of any and all of
the foregoing;

in each  case,  whether  now owned or  hereafter  acquired  by the  Pledgor  and
howsoever  his  interest  therein  may arise or appear  (whether  by  ownership,
security interest, Lien, claim or otherwise).

      SECTION 3. Security for Obligations.  The security interest created hereby
in the Pledged Collateral constitutes continuing collateral security for the due
performance  and  observance  by the  Pledgor of any and all of his  obligations
under the Letter Agreement (the "OBLIGATIONS"):



                                      -2-
<PAGE>

      SECTION 4. Delivery of the Pledged Collateral.

            (a) All other Pledged Collateral from time to time or required to be
pledged to the  Collateral  Agent pursuant to the terms of this Agreement or the
Securities  Purchase Agreement (the "ADDITIONAL  COLLATERAL") shall be delivered
to the  Collateral  Agent  promptly upon receipt  thereof by or on behalf of the
Pledgor.  All such  certificates and instruments shall be held by the Collateral
Agent  pursuant  hereto and shall be delivered in suitable  form for transfer by
delivery or shall be  accompanied  by duly executed  instruments  of transfer or
assignment or undated stock powers executed in blank,  all in form and substance
reasonably  satisfactory  to the  Collateral  Agent.  If any Pledged  Collateral
consists of uncertificated securities, unless the immediately following sentence
is  applicable  thereto,  the Pledgor shall cause the  Collateral  Agent (or its
designated custodian, nominee or other designee) to become the registered holder
thereof,  or cause each issuer of such  securities  to agree that it will comply
with  instructions  originated  by  the  Collateral  Agent  (or  its  designated
custodian,  nominee or other designee) with respect to such  securities  without
further consent by the Pledgor. If any Pledged Collateral consists of securities
entitlements,  the Pledgor shall transfer such  securities  entitlements  to the
Collateral  Agent (or its designated  custodian,  nominee or other  designee) or
cause the applicable  securities  intermediary to agree that it will comply with
entitlement orders by the Collateral Agent (or its designated custodian, nominee
or other designee) without further consent by the Pledgor.

            (b)  Promptly  upon the  receipt by the  Pledgor  of any  Additional
Collateral,  a Pledge Amendment,  duly executed by the Pledgor, in substantially
the form of Annex I hereto (a "PLEDGE  AMENDMENT"),  shall be  delivered  to the
Collateral Agent, in respect of the Additional  Collateral which is or are to be
pledged pursuant to this Agreement and the Securities Purchase Agreement,  which
Pledge  Amendment  shall  from and after  delivery  thereof  constitute  part of
Schedules I hereto. The Pledgor hereby authorizes the Collateral Agent to attach
each Pledge Amendment to this Agreement and agrees that all certificates  listed
on any Pledge  Amendment  shall for all purposes  hereunder  constitute  Pledged
Collateral  and the Pledgor shall be deemed upon  delivery  thereof to have made
the  representations  and warranties set forth in Section 5 with respect to such
Additional Collateral.

            (c) If the Pledgor shall receive,  by virtue of the Pledgor's  being
or having been an owner of any  Pledged  Collateral,  any (i) stock  certificate
(including, without limitation, any certificate representing a stock dividend or
distribution   in  connection   with  any  increase  or  reduction  of  capital,
reclassification,  merger, consolidation, sale of assets, combination of shares,
stock split, spin-off or split-off),  promissory note or other instrument,  (ii)
option or right,  whether as an addition  to,  substitution  for, or in exchange
for, any Pledged  Collateral,  or  otherwise,  (iii)  dividends  payable in cash
(except  such  dividends  permitted  to be retained  by the Pledgor  pursuant to
Section  7  hereof)  or in  securities  or  other  property  or (iv)  dividends,
distributions,  cash,  instruments,  investment  property and other  property in
connection  with a partial or total  liquidation or dissolution or in connection
with a reduction of capital,  capital  surplus or paid-in  surplus,  the Pledgor
shall  receive such stock  certificate,  promissory  note,  instrument,  option,
right, payment or distribution in trust for the benefit of the Collateral Agent,
shall  segregate  it from the  Pledgor's  other  property  and shall  deliver it
forthwith to the Collateral Agent in the exact form received, with any necessary
endorsement  and/or  appropriate stock powers duly executed in blank, to be held
by the Collateral Agent as Pledged Collateral and as further collateral security
for the Obligations.



                                      -3-
<PAGE>


      SECTION 5.  Representations  and  Warranties.  The Pledgor  represents and
warrants as follows:

            (a) The Pledged Shares have been duly authorized and validly issued,
are fully paid and nonassessable and the holders thereof are not entitled to any
preemptive  first  refusal or other  similar  rights.  All other shares of stock
constituting  Pledged  Collateral  will be, when  issued,  duly  authorized  and
validly issued, fully paid and nonassessable.

            (b) The Pledgor is and will be at all times the legal and beneficial
owner of the Pledged  Collateral free and clear of any Lien,  security interest,
option or other charge or encumbrance  except for the security interest and Lien
created by this Agreement or any Permitted Liens.

            (c) The  exercise by the  Collateral  Agent of any of its rights and
remedies  hereunder will not contravene any law or any  contractual  restriction
binding on or affecting the Pledgor or any of the  properties of the Pledgor and
will not result in or require  the  creation of any Lien,  security  interest or
other charge or encumbrance upon or with respect to any of the properties of the
Pledgor  other  than  pursuant  to  this  Agreement  and the  other  Transaction
Documents,  as defined in the Securities  Purchase  Agreement,  the "TRANSACTION
DOCUMENTS").

            (d) No  authorization  or approval or other action by, and no notice
to or filing with, any governmental authority is required to be obtained or made
by the  Pledgor  for (i) the due  execution,  delivery  and  performance  by the
Pledgor of this Agreement,  (ii) the grant by the Pledgor, or the perfection, of
the  security  interest and Lien  purported to be created  hereby in the Pledged
Collateral  or (iii) the exercise by the  Collateral  Agent of any of its rights
and remedies hereunder, except as may be required in connection with any sale of
any Pledged  Collateral  by laws  affecting  the offering and sale of securities
generally.

            (e) This  Agreement  creates a valid  security  interest and Lien in
favor of the  Collateral  Agent in the Pledged  Collateral,  as security for the
Obligations.  The  Collateral  Agent's  having  possession  of the  certificates
representing the Pledged Shares and all other certificates, instruments and cash
constituting  Pledged  Collateral from time to time results in the perfection of
such security  interest and Lien. Such security  interest and Lien is, or in the
case of Pledged  Collateral in which the Pledgor  obtains  rights after the date
hereof,  will be, a perfected  Lien,  subject only to the Permitted  Liens.  All
action necessary or desirable to perfect and protect such security  interest and
Lien has been duly taken, except for the Collateral Agent's having possession of
certificates,  instruments and cash  constituting  Pledged  Collateral after the
date hereof.



                                      -4-
<PAGE>

      SECTION  6.  Covenants  as to  the  Pledged  Collateral.  So  long  as any
Obligations  shall remain  outstanding,  the Pledgor will, unless the Collateral
Agent shall otherwise consent in writing:

            (a) keep adequate  records  concerning  the Pledged  Collateral  and
permit the Collateral Agent, or any designees or representatives  thereof at any
time or from time to time to examine and make copies of and abstracts  from such
records;

            (b) at the Pledgor's  expense,  promptly  deliver to the  Collateral
Agent a copy of each material notice or other material communication received by
the Pledgor in respect of the Pledged Collateral;

            (c) at the Pledgor's  expense,  defend the Collateral Agent's right,
title and security interest in and to the Pledged  Collateral against the claims
of any Person;

            (d) at the  Pledgor's  expense,  at any time and from  time to time,
promptly execute and deliver all further  instruments and documents and take all
further action that may be necessary or desirable or that the  Collateral  Agent
may  reasonably  request in order to (i) perfect and  protect,  or maintain  the
perfection of, the security  interest and Lien  purported to be created  hereby,
(ii) enable the Collateral Agent to exercise and enforce its rights and remedies
hereunder in respect of the Pledged  Collateral  or (iii)  otherwise  effect the
purposes of this Agreement,  including,  without  limitation,  delivering to the
Collateral Agent irrevocable proxies in respect of the Pledged Collateral;

            (e) not sell, assign (by operation of law or otherwise), exchange or
otherwise  dispose of any Pledged  Collateral or any interest  therein except as
expressly permitted by the Securities Purchase Agreement;

            (f) not create or suffer to exist any Lien,  upon or with respect to
any Pledged  Collateral  except for the Lien created hereby or for any Permitted
Lien;

            (g) not make or consent to any  amendment or other  modification  or
waiver with  respect to any Pledged  Collateral  or enter into any  agreement or
permit to exist any  restriction  with respect to any Pledged  Collateral  other
than pursuant to the terms hereof;

            (h)  except  as  expressly  permitted  by  the  Securities  Purchase
Agreement,  not permit the issuance of (i) any additional shares of any class of
capital stock,  partnership  interests,  member interests or other equity of the
Company,  (ii) any securities  convertible  voluntarily by the holder thereof or
automatically  upon the occurrence or  non-occurrence  of any event or condition
into,  or  exchangeable  for,  any such  shares  of  capital  stock or (iii) any
warrants,  options,  contracts  or other  commitments  entitling  any  Person to
purchase or otherwise acquire any such shares of capital stock;

            (i) not issue any stock certificate,  certificated security or other
instrument to evidence or represent any shares of capital stock, any partnership
interest or membership interest described in Schedule I hereto; and



                                      -5-
<PAGE>

            (j) not take or fail to take any  action  which  would in any manner
impair  the  validity  or  enforceability  of the  Collateral  Agent's  security
interest in and Lien on any Pledged Collateral.

      SECTION 7.  Voting  Rights,  Dividends,  Etc.  in  Respect of the  Pledged
Collateral.

            (a) So long as no  Event  of  Default  shall  have  occurred  and be
continuing:

                  (i) the  Pledgor  may  exercise  any and all  voting and other
consensual  rights  pertaining  to any  Pledged  Collateral  for any purpose not
inconsistent with the terms of this Agreement, the Securities Purchase Agreement
or the Notes;



                                      -6-
<PAGE>

                  (ii) the Pledgor may receive and retain any and all dividends,
interest or other distributions paid in respect of the Pledged Collateral to the
extent permitted by the Securities Purchase Agreement;  provided,  however, that
any and all (A)  dividends  and interest  paid or payable  other than in cash in
respect of, and instruments and other property received, receivable or otherwise
distributed  in respect of or in  exchange  for,  any  Pledged  Collateral,  (B)
dividends  and other  distributions  paid or  payable  in cash in respect of any
Pledged  Collateral  in  connection  with a  partial  or  total  liquidation  or
dissolution  or in connection  with a reduction of capital,  capital  surplus or
paid-in  surplus,  and (C)  cash  paid,  payable  or  otherwise  distributed  in
redemption  of, or in exchange  for, any Pledged  Collateral,  together with any
dividend,  distribution,  interest  or other  payment  which at the time of such
dividend,  distribution,  interest  or other  payment was not  permitted  by the
Securities Purchase Agreement, shall be, and shall forthwith be delivered to the
Collateral  Agent to hold as, Pledged  Collateral and shall,  if received by the
Pledgor,  be received in trust for the benefit of the Collateral Agent, shall be
segregated  from  the  other  property  or funds of the  Pledgor,  and  shall be
forthwith  delivered to the Collateral Agent in the exact form received with any
necessary indorsement and/or appropriate stock powers duly executed in blank, to
be held by the Collateral Agent as Pledged  Collateral and as further collateral
security for the Obligations; and

                  (iii) the Collateral  Agent will execute and deliver (or cause
to be  executed  and  delivered)  to the  Pledgor  all such  proxies  and  other
instruments  as the Pledgor may  reasonably  request for the purpose of enabling
the  Pledgor to  exercise  the voting and other  rights  which it is entitled to
exercise  pursuant  to  paragraph  (i) of this  Section  7(a) and to receive the
dividends, distributions,  interest and other payments which it is authorized to
receive and retain  pursuant to  paragraph  (ii) of this Section  7(a),  in each
case,  to the extent that the  Collateral  Agent has  possession of such Pledged
Collateral.

            (b) Upon the  occurrence  and during the  continuance of an Event of
Default:

                  (i) all rights of the Pledgor to exercise the voting and other
consensual  rights which he would otherwise be entitled to exercise  pursuant to
paragraph (i) of subsection (a) of this Section 7, and to receive the dividends,
distributions,   interest  and  other  payments  which  he  would  otherwise  be
authorized to receive and retain pursuant to paragraph (ii) of subsection (a) of
this Section 7, shall cease,  and all such rights shall thereupon  become vested
in the  Collateral  Agent which shall  thereupon have the sole right to exercise
such  voting and other  consensual  rights  and to  receive  and hold as Pledged
Collateral such dividends, distributions, interest and other payments;

                  (ii) without  limiting the  generality of the  foregoing,  the
Collateral  Agent may at his option  exercise any and all rights of  conversion,
exchange,  subscription or any other rights, privileges or options pertaining to
any  of the  Pledged  Collateral  as if it  were  the  absolute  owner  thereof,
including, without limitation, the right to exchange, in its discretion, any and
all of the Pledged  Collateral upon the merger,  consolidation,  reorganization,
recapitalization  or other adjustment of any issuer of the Pledged Collateral or
upon  the  exercise  by any  issuer  of the  Pledged  Collateral  of any  right,
privilege or option  pertaining  to any Pledged  Collateral,  and, in connection
therewith, to deposit and deliver any and all of the Pledged Collateral with any
committee,  depository, transfer Collateral Agent, registrar or other designated
Collateral Agent upon such terms and conditions as it may determine; and

                  (iii)  all  dividends,   distributions,   interest  and  other
payments  which are  received  by the  Pledgor  contrary  to the  provisions  of
paragraph (i) of this Section 7(b) shall be received in trust for the benefit of
the Collateral Agent,  shall be segregated from other funds of the Pledgor,  and
shall be forthwith  paid over to the Collateral  Agent as Pledged  Collateral in
the exact form received with any necessary  indorsement and/or appropriate stock
powers duly  executed in blank,  to be held by the  Collateral  Agent as Pledged
Collateral and as further collateral security for the Obligations.

      SECTION  8.  Additional  Provisions  Concerning  the  Pledged  Collateral.

            (a) The Pledgor hereby (i)  authorizes the Collateral  Agent to file
one or more  financing  or  continuation  statements,  and  amendments  thereto,
relating to the Pledged  Collateral,  without the signature of the Pledgor where
permitted  by law,  (ii)  ratifies  such  authorization  to the extent  that the
Collateral  Agent has filed any such financing or  continuation  statements,  or
amendments  thereto,  without the  signature  of the  Pledgor  prior to the date
hereof and (iii)  authorizes  the  Collateral  Agent to execute any  agreements,
instruments  or  other  documents  in  the  Pledgor's  name  and  to  file  such
agreements,  instruments  or other  documents  that are related to the  security
interest  and Lien of the  Collageral  Agent  in the  Pledged  Collateral  or as
provided  under  Article  8 or  Article 9 of the UCC in any  appropriate  filing
office.

            (b) The Pledgor hereby irrevocably  appoints the Collateral Agent as
his  attorney-in-fact  and proxy, with full authority in the place and stead and
in his name or otherwise, from time to time in the Collateral Agent's discretion
to take any action and to execute any instrument  which the Collateral Agent may
deem  necessary  or  advisable  to  accomplish  the  purposes of this  Agreement
(subject to the rights of the Pledgor  under  Section 7(a)  hereof),  including,
without limitation, to receive, indorse and collect all instruments made payable
to the Pledgor representing any dividend, interest payment or other distribution
in respect of any Pledged  Collateral  and to give full  discharge for the same.
This power is coupled with an interest and is irrevocable  until the termination
of this Agreement in accordance with Section 13(e) hereof.



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<PAGE>

            (c) If the Pledgor  fails to perform  any  agreement  or  obligation
contained herein, the Collateral Agent itself may perform,  or cause performance
of, such  agreement  or  obligation,  and the expenses of the  Collateral  Agent
incurred in  connection  therewith  shall be payable by the Pledgor  pursuant to
Section 10 hereof and shall be secured by the Pledged Collateral.

            (d) Other than the  exercise of  reasonable  care to assure the safe
custody of the Pledged  Collateral  while held hereunder,  the Collateral  Agent
shall have no duty or liability to preserve rights pertaining  thereto and shall
be relieved of all  responsibility  for the Pledged Collateral upon surrendering
it or  tendering  surrender of it to any of the Pledgor.  The  Collateral  Agent
shall  be  deemed  to  have  exercised   reasonable  care  in  the  custody  and
preservation  of the  Pledged  Collateral  in  its  possession  if  the  Pledged
Collateral  is  accorded  treatment   substantially  equal  to  that  which  the
Collateral  Agent  accords  its own  property,  it  being  understood  that  the
Collateral  Agent shall not have  responsibility  for (i) ascertaining or taking
action with respect to calls,  conversions,  exchanges,  maturities,  tenders or
other matters relating to any Pledged Collateral,  whether or not the Collateral
Agent has or is deemed to have  knowledge  of such  matters,  or (ii) taking any
necessary  steps to preserve  rights  against any  parties  with  respect to any
Pledged Collateral.

            (e) The powers  conferred  on the  Collateral  Agent  hereunder  are
solely to protect its  interest in the Pledged  Collateral  and shall not impose
any duty upon it to exercise any such powers. Except for the safe custody of any
Pledged  Collateral in its possession  and the  accounting  for monies  actually
received  by it  hereunder,  the  Collateral  Agent shall have no duty as to any
Pledged Collateral or as to the taking of any necessary steps to preserve rights
against prior parties or any other rights pertaining to any Pledged Collateral.

            (f) Upon the occurrence and during the  continuation  of any Default
or Event of Default,  the Collateral Agent may at any time in its discretion (i)
without  notice  to  the  Pledgor,  transfer  or  register  in the  name  of the
Collateral  Agent or any of its nominees  any or all of the Pledged  Collateral,
subject only to the  revocable  rights of the Pledgor under Section 7(a) hereof,
and (ii) exchange  certificates or instruments  constituting  Pledged Collateral
for certificates or instruments of smaller or larger denominations.

      SECTION 9.  Remedies  Upon  Default.  If any Event of  Default  shall have
occurred and be continuing:

            (a) The  Collateral  Agent may  exercise  in respect of the  Pledged
Collateral,  in addition to other  rights and  remedies  provided  for herein or
otherwise  available to it, all of the rights and remedies of a secured party on
default  under the Code then in  effect  in the State of New York;  and  without
limiting the  generality of the foregoing and without notice except as specified
below, sell the Pledged Collateral or any part thereof in one or more parcels at
public or private sale, at any exchange or broker's board or elsewhere,  at such
price or  prices  and on such  other  terms  as the  Collateral  Agent  may deem
commercially  reasonable.  The Pledgor agrees that, to the extent notice of sale
shall be required  by law, at least ten (10) days'  notice to any of the Pledgor
of the time and place of any  public  sale or the time after  which any  private
sale is to be made shall  constitute  reasonable  notification.  The  Collateral
Agent shall not be obligated to make any sale of Pledged  Collateral  regardless
of notice of sale having been given. The Collateral Agent may adjourn any public
or private  sale from time to time by  announcement  at the time and place fixed
therefor,  and such sale may,  without further  notice,  be made at the time and
place to which it was so adjourned.



                                      -8-
<PAGE>

            (b) The Pledgor  recognizes that it may be impracticable to effect a
public  sale of all or any part of the  Pledged  Shares or any other  securities
constituting  Pledged  Collateral and that the Collateral Agent may,  therefore,
determine  to  make  one or more  private  sales  of any  such  securities  to a
restricted  group of  purchasers  who will be  obligated  to agree,  among other
things,  to acquire such securities for its own account,  for investment and not
with a view to the distribution or resale thereof. The Pledgor acknowledges that
any such private sale may be at prices and on terms less favorable to the seller
than the prices and other terms which might have been  obtained at a public sale
and,  notwithstanding  the  foregoing,  agrees that such private  sales shall be
deemed  to have  been  made in a  commercially  reasonable  manner  and that the
Collateral  Agent shall have no obligation to delay sale of any such  securities
for the period of time  necessary  to permit the  issuer of such  securities  to
register such  securities  for public sale under the  Securities Act of 1933, as
amended (the "SECURITIES ACT"). The Pledgor further acknowledges and agrees that
any offer to sell such  securities  which has been (i) publicly  advertised on a
bona fide basis in a newspaper or other  publication  of general  circulation in
the financial  community of New York, New York (to the extent that such an offer
may be so advertised  without prior  registration  under the Securities  Act) or
(ii) made privately in the manner  described above to not less than fifteen (15)
bona fide  offerees  shall be deemed to involve a "public  disposition"  for the
purposes of Section 9-610 of the Code (or any  successor or similar,  applicable
statutory provision) as then in effect in the State of New York, notwithstanding
that such sale may not constitute a "public  offering" under the Securities Act,
and that the Collateral  Agent may, in such event,  bid for the purchase of such
securities.

            (c) Any cash held by the Collateral Agent as Pledged  Collateral and
all cash proceeds  received by the  Collateral  Agent in respect of any sale of,
collection  from,  or other  realization  upon,  all or any part of the  Pledged
Collateral  may,  in the  discretion  of the  Collateral  Agent,  be held by the
Collateral  Agent as  collateral  for,  and/or  then or at any  time  thereafter
applied (after payment of any amounts  payable to the Collateral  Agent pursuant
to Section 10 hereof) in whole or in part by the Collateral  Agent against,  all
or any part of the Obligations in such order as the Collateral Agent shall elect
consistent with the provisions of the Securities Purchase Agreement.

            (d) In the event that the proceeds of any such sale,  collection  or
realization are insufficient to pay all amounts to which the Collateral Agent is
legally  entitled,  the Pledgor  shall be jointly and  severally  liable for the
deficiency,  together with interest thereon at the highest rate specified in the
Securities  Purchase Agreement for interest on overdue principal thereof or such
other  rate as shall be fixed by  applicable  law,  together  with the  costs of
collection and the reasonable fees, costs and expenses of any attorneys employed
by the Collateral Agent to collect such deficiency.

      SECTION 10. Indemnity and Expenses.

            (a) The Pledgor  hereby agrees to indemnify and hold the  Collateral
Agent (and all of its officers, directors,  employees,  attorneys,  consultants)
harmless  from and  against any and all claims,  damages,  losses,  liabilities,
obligations, penalties, fees, costs and expenses (including, without limitation,
reasonable  legal fees and  disbursements  of  counsel)  to the extent that they
arise  out of or  otherwise  result  from  this  Agreement  (including,  without
limitation, enforcement of this Agreement), except claims, losses or liabilities
arising or resulting  directly  from such Person's  gross  negligence or willful
misconduct as determined by a court of competent jurisdiction.



                                      -9-
<PAGE>

            (b) The Pledgor shall be obligated  for, and will upon demand pay to
the Collateral Agent the reasonable  amount of any and all  out-of-pocket  costs
and expenses,  including the reasonable fees and disbursements of the Collateral
Agent's  counsel  and of any  experts  which the  Collateral  Agent may incur in
connection  with  (i)  the  preparation,   negotiation,   execution,   delivery,
recordation,   administration,   amendment,  waiver  or  other  modification  or
termination of this Agreement, (ii) the custody,  preservation, use or operation
of, or the sale of,  collection  from, or other  realization  upon,  any Pledged
Collateral,  (iii)  the  exercise  or  enforcement  of any of the  rights of the
Collateral  Agent  hereunder,  or (iv) the  failure by the Pledgor to perform or
observe any of the provisions hereof.

      SECTION 11. Notices,  Etc. All notices and other  communications  provided
for  hereunder  shall be in  writing  and shall be mailed  (by  certified  mail,
postage prepaid and return receipt requested),  sent by Federal Express or other
recognized courier service (return receipt requested),  telecopied or delivered,
if to the Pledgor,  to him at the address specified in the preamble hereto or if
to the  Collateral  Agent,  to it at the  address  specified  in the  Securities
Purchase  Agreement;  or as to either such Person at such other address as shall
be designated by such Person in a written notice to such other Person  complying
as to delivery  with the terms of this  Section  11. All such  notices and other
communications  shall  be  effective  (i) if sent  by  certified  mail,  postage
prepaid,  return  receipt  requested,  when  received or three (3) Business Days
after mailing, whichever first occurs, (ii) if telecopied,  when transmitted and
confirmation is received, provided same is on a Business Day and, if not, on the
next  Business  Day or (iii) if  delivered  or sent by Federal  Express or other
recognized courier service (return receipt requested),  upon delivery,  provided
same is on a Business Day and, if not, on the next Business Day.

      SECTION  12.  Security  Interest  Absolute.  All rights of the  Collateral
Agent, all Liens and all obligations of the Pledgor  hereunder shall be absolute
and unconditional irrespective of: (i) any lack of validity or enforceability of
the Letter Agreement,  the Securites Purchase Agreement,  the Notes or any other
agreement or instrument relating thereto, (ii) any change in the time, manner or
place of  payment  of, or in any other  term in  respect  of,  all or any of the
Obligations,  or any other  amendment  or waiver of or consent to any  departure
from the Letter Agreement,  the Securities Purchase Agreement,  the Notes or any
other Transaction Document,  (iii) any exchange or release of, or non-perfection
of any Lien on any  Collateral,  or any  release  or  amendment  or waiver of or
consent to departure from any guaranty,  for all or any of the  Obligations,  or
(iv) any other circumstance which might otherwise constitute a defense available
to, or a discharge of, the Pledgor in respect of the Obligations (other than the
payment in full of the Obligations).  All  authorizations and agencies contained
herein with respect to any of the Pledged  Collateral are irrevocable and powers
coupled with an interest.



                                      -10-
<PAGE>

      SECTION 13. Miscellaneous.

            (a) No  amendment  of any  provision  of  this  Agreement  shall  be
effective  unless it is in writing and signed by the Pledgor and the  Collateral
Agent,  and no waiver of any provision of this Agreement,  and no consent to any
departure by the Pledgor  therefrom,  shall be effective unless it is in writing
and signed by the  Collateral  Agent,  and then such waiver or consent  shall be
effective only in the specific  instance and for the specific  purpose for which
given.

            (b) No failure on the part of the Collateral Agent to exercise,  and
no delay in  exercising,  any right  hereunder  or under  any other  Transaction
Document  shall  operate  as a waiver  thereof;  nor shall any single or partial
exercise of any such right preclude any other or further exercise thereof or the
exercise of any other  right.  The rights and remedies of the  Collateral  Agent
provided herein and in the other Transaction Documents are cumulative and are in
addition to, and not exclusive  of, any rights or remedies  provided by law. The
rights of the Collateral Agent under any Transaction  Document against any party
thereto are not conditional or contingent on any attempt by the Collateral Agent
to exercise any of its rights under any other Transaction  Document against such
party or against any other Person.

            (c)  Any  provision  of  this  Agreement   which  is  prohibited  or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining  portions hereof or affecting the validity or  enforceability  of such
provision in any other jurisdiction.

            (d) This Agreement  shall create a continuing  security  interest in
and Lien on the Pledged Collateral and shall (i) remain in full force and effect
until the termination of this Agreement in accordance with Section 13 (e) hereof
and (ii) be binding on the Pledgor  and his heirs and  assigns and shall  inure,
together with all rights and remedies of the Collateral Agent, to the benefit of
the  Collateral  Agent and its  successors,  transferees  and  assigns.  Without
limiting the generality of clause (ii) of the  immediately  preceding  sentence,
the Collateral Agent may assign or otherwise transfer its rights and obligations
under this  Agreement  and any other  Transaction  Document to any other  Person
pursuant  to the terms of the  Securities  Purchase  Agreement,  and such  other
Person shall thereupon become vested with all of the benefits in respect thereof
granted to the Collateral Agent herein or otherwise. Upon any such assignment or
transfer,  all references in this  Agreement to the Collateral  Agent shall mean
the assignee of the Collateral  Agent.  None of the rights or obligations of the
Pledgor  hereunder  may be assigned or otherwise  transferred  without the prior
written  consent of the Collateral  Agent,  and any such  assignment or transfer
shall be null and void.

            (e) Notwithstanding  anything to the contrary in this Agreement, (i)
this  Agreement  (along with all powers of attorney  granted  hereunder) and the
security interests and Lien created hereby shall terminate and all rights to the
Pledged Collateral shall revert to the Pledgor upon the repayment in full and/or
complete  conversion  to equity  securities  of the Company of all  indebtedness
obligations  owed  by the  Company  to the  Collateral  Agent  under  the  Notes
(including,  without limitation, all principal, interest and fees related to the
Notes),  and (ii) the Collateral  Agent will, upon the Pledgor's  request and at
the Pledgor's expense,  (A) return to the Pledgor such of the Pledged Collateral
(to the extent delivered to the Collateral Agent) as shall not have been sold or
otherwise  disposed of or applied pursuant to the terms hereof,  and (B) execute
and deliver to the Pledgor,  without recourse,  representation or warranty, such
documents as the Pledgor shall reasonably request to evidence such termination.



                                      -11-
<PAGE>

            (f) The internal laws,  and not the laws of conflicts,  of the State
of Delaware shall govern the enforceability and validity of this agreement,  the
construction of its terms and the interpretation of the rights and duties of the
parties,  except as required by  mandatory  provisions  of law and except to the
extent that the  validity and  perfection  or the  perfection  and the effect of
perfection or  non-perfection  of the security interest and Lien created hereby,
or remedies  hereunder,  in respect of any  particular  Pledged  Collateral  are
governed by the law of a jurisdiction other than the State of New York.

            (g)  Each   party  to  this   Agreement   hereby   irrevocably   and
unconditionally   submits,  for  itself  and  its  property,  to  the  exclusive
jurisdiction  of the United States  District Court for the Southern  District of
New York sitting in Manhattan or the  commercial  division,  civil branch of the
supreme  court of the State of New York sitting in New York county in connection
with any suit, action or proceeding directly or indirectly arising out of, under
or in  connection  with the Letter  Agreement or the  transactions  contemplated
thereby.  No party to this  Agreement  may move to (i)  transfer  any such suit,
action or proceeding  brought in such New York court or federal court to another
jurisdiction,  (ii) consolidate any such suit,  action or proceeding  brought in
such New York  court or  federal  court  with a suit,  action or  proceeding  in
another  jurisdiction  or (iii)  dismiss  any such  suit,  action or  proceeding
brought in such New York court or federal  court for the purpose of bringing the
same in another  jurisdiction.  Each party to this Agreement agrees that a final
judgment in any such suit,  action or proceeding  shall be conclusive and may be
enforced  in any  other  jurisdiction  by suit on the  judgment  or in any other
manner  provided by law. Each party to this  Agreement  hereby  irrevocably  and
unconditionally  waives, to the fullest extent it may legally and effectively do
so, any objection  which it may now or hereafter  have to the laying of venue of
any  suit,  action  or  proceeding  arising  out of or  relating  to the  Letter
Agreement,  the shares or the conversion shares in any New York court sitting in
the county of New York or any federal court sitting in the southern  district of
New York. Each party to this agreement hereby consents to the service of process
in any such suit,  action or  proceeding  by notice in the manner  specified  in
Section 11.

            (h) The  Pledgor  irrevocably  consents to the service of process of
any of the  aforesaid  courts  in any such  action,  suit or  proceeding  by the
mailing of copies thereof by registered or certified mail (or any  substantially
similar form of mail),  postage prepaid,  to the Pledgor at his address provided
herein,  such service to become  effective  when  received or 10 days after such
mailing, whichever first occurs.

            (i)  Nothing   contained  herein  shall  affect  the  right  of  the
Collateral  Agent to serve  process  in any  other  manner  permitted  by law or
commence  legal  proceedings  or  otherwise  proceed  against the Pledgor or any
property of the Pledgor in any other jurisdiction.

            (j) The Pledgor irrevocably and unconditionally  waives any right he
may have to claim or recover in any legal action, suit or proceeding referred to
in this Section any special, exemplary, punitive or consequential damages.



                                      -12-
<PAGE>

            (k) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY  APPLICABLE  LAW,  ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
SUIT,  ACTION OR PROCEEDING  DIRECTLY OR INDIRECTLY  ARISING OUT OF, UNDER OR IN
CONNECTION  WITH THIS  AGREEMENT,  THE  LETTER  AGREEMENT  OR OTHER  TRANSACTION
DOCUMENTS.

            (l) The headings herein are for convenience  only, do not constitute
a part of this  Agreement  and shall not be deemed to limit or affect any of the
provisions  hereof. The language used in this Agreement will be deemed to be the
language  chosen by the parties to express their mutual intent,  and no rules of
strict construction will be applied against any party.

            (m) This Agreement may be executed in any number of counterparts and
by different  parties  hereto in separate  counterparts,  each of which shall be
deemed to be an original,  but all of which taken together shall  constitute one
and the same agreement.

                            [Signature Page Follows]




                                      -13-
<PAGE>


      IN WITNESS WHEREOF,  the Pledgor has executed and delivered this Agreement
as of the date first above written.





                               By:
                                   -----------------------------------------
                                       BENTON H. WILCOXON





ACCEPTED BY:
-----------

HUDSON BAY FUND LP,
         as Collateral Agent


By:   __________________________
      Name:
      Title:







<PAGE>


                         SCHEDULE I TO PLEDGE AGREEMENT

                                 Pledged Shares
                                 --------------

<TABLE>
<CAPTION>

                                                    NUMBER OF                        CERTIFICATE
             PLEDGOR              NAME OF ISSUER      SHARES    % OF SHARES  CLASS     NO.(S)
             -------              --------------      ------    -----------  -----     ------
<S>                          <C>                    <C>         <C>          <C>     <C>

                             Composite Technology
                                   Corporation
        Benton H. Wilcoxon                          4,741,936
</TABLE>


<PAGE>


                                     ANNEX I

                                       TO

                                PLEDGE AGREEMENT



                                PLEDGE AMENDMENT

      This Pledge Amendment, dated ?, 20?, is delivered pursuant to Section 4 of
the Pledge Agreement  referred to below. The undersigned hereby agrees that this
Pledge Amendment may be attached to the Pledge  Agreement,  dated as of ?, 2006,
made by Benton Wilcoxon in favor of Hudson Bay Fund LP, as Collateral  Agent for
the Buyers, (the "COLLATERAL AGENT") as it may heretofore have been or hereafter
may be amended or otherwise  modified or supplemented from time to time and that
the promissory  notes [and/or] shares or other equity  interests  listed on this
Pledge  Amendment  shall be hereby pledged and assigned to the Collateral  Agent
and become part of the Pledged  Collateral  referred to in such Pledge Agreement
and shall secure all of the obligations referred to in such Pledge Agreement.

<TABLE>
<CAPTION>
                                PLEDGED SHARES
                                --------------
           PLEDGOR              NAME OF ISSUER     NUMBER OF SHARES OR OTHER   CLASS    CERTIFICATE NO(S)
           -------              --------------     ------------------- ------  -----    -----------------
                                                        EQUITY INTERESTS
                                                        ----------------
<S>                          <C>                   <C>                         <C>      <C>

      Brain H. Wilcoxon      Composite Technology           5,000,000          Common         4559
                                  Corporation
</TABLE>



                                    [PLEDGOR]

                                    By:
                                       ---------------------------------------
                                           BENTON WILCOXON