Offer
Letter

    


    November
30, 2009

    


    John
Brewster

    *****

      


    
      	
              RE:

            	
              Formal
      offer to join Composite Technology Corporation as President, CTC Cable
      Corporation and Chief Commercial Officer of
CTC

            


    

    


    Dear Mr.
Brewster:

    


    This
letter is to confirm, in writing, our offer to you for the position of
President, CTC Cable Corporation, and Chief Commercial Officer of CTC with
an effective hire date of December 7, 2009. This offer is contingent upon the
successful completion of a background investigation (which includes, but is not
limited to, a reference check to previous employment and a satisfactory
completion and passing of a pre-employment drug screening test.) You will be
reporting to Benton H Wilcoxon, CEO, with compensation at the commencement of
your employment as follows:

    


    
      	
               
      

            	
              ·

            	
              Base
      salary of $350,000 annually, payable on a bi-weekly basis (Friday
      payday);

            


    

     

    
      	
               
      

            	
              ·

            	
              Relocation
      reimbursement to equal up to six months of temporary living, to include
      monthly housing payments and including incidental relocating expenses up
      to $5,000;

            


    

     

    
      	
               
      

            	
              ·

            	
              Eligibility
      to participate in CTC’s 401K program after 3 months of service, at the
      next quarterly enrollment period.  (next participation effective
      date would be April 1, 2010)  At this time there is no company
      match;

            


    

     

    
      	
               
      

            	
              ·

            	
              Eligibility
      for medical coverage through Blue Cross/Anthem, effective January 1, 2010.
      As a senior officer of CTC, your portion of the premium is covered by the
      company;

            


    

     

    
      	
               
      

            	
              ·

            	
              Eligibility
      for discount vision care through Vision Service Plan, effective January 1,
      2010;

            


    

     

    
      	
               
      

            	
              ·

            	
              Eligibility
      for dental coverage through Guardian Dental, effective January 1,
      2010;

            


    

     

    
      	
               
      

            	
              ·

            	
              Eligibility
      for life insurance, Accidental Death and Dismemberment insurance, and Long
      Term Disability insurance as administered by Guardian Insurance Company,
      effective January 1, 2010;

            


    

     

    
      	
               
      

            	
              ·

            	
              Eligibility
      to participate in a Flexible Spending
Account;

            


    

     

    
      	
               
      

            	
              ·

            	
              Paid
      Time Off (PTO) to be annually accrued at three weeks per
      year.  PTO accrual shall begin after full time status is
      achieved;

            


    

     

    
      	
               
      

            	
              ·

            	
              Company-paid
      holidays as determined each year.  You will be eligible to be
      paid for company-paid holidays after full time status is
      achieved;

            


    

    

      


    
      ***** This
material has been omitted pursuant to a request for confidential treatment and
filed separately with the Securities and Exchange Commission.

       

      
        	
                2026
      McGaw Avenue Irvine, California 92614 USA   Tel: (949)
      428-8500  Fax: (949) 428-8500   

              	
                

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    

       


    
      	
               
      

            	
              ·

            	
              Eligibility
      to be granted two million non-qualifying stock options, to be priced at
      the greater of $0.35 per option or slightly above closing market price
      (generally within 5% above closing market price) of Composite Technology
      Corporation’s common stock on the date of approval by the board after
      hire, vesting on a quarterly basis over 3 years, and subject to approval
      by the Board of Directors of Composite Technology
    Corporation;

            


    

     

    
      	
               
      

            	
              ·

            	
              Composite
      Technology Corporation or its Board of Directors reserves the right to
      approve all subsequent hiring decisions related to additional staff
      desired;

            


    

    


    
      	
               
      

            	
              ·

            	
              As
      an on-boarding incentive, you will be eligible to receive a one-time
      payment of $50,000.00 as well as a grant of $50,000.00 in stock, to be
      valued at the current market value at time of hire, less applicable
      withholding taxes.

            


    

    


    
      	
               
      

            	
              ·

            	
              As
      an exception, CTC agrees that you will be permitted to spend 4 weeks a
      year working from another location.

            


    

    


    John, 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.

    


    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. Please initial all pages as
well.

    


    Additionally,
this offer of employment will be withdrawn if the pre-employment drug screen
returns results indicating violations of Composite Technology Corporation’s
illegal drug policies, or if 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,

              
	 
      
	
                

              
	
                Benton
      H Wilcoxon

              
	
                CEO,
      Composite Technology
Corporation

              


      

    

     

    ACCEPTED:

     

    
      
        	 
      	 
      	 
      	 
      
	
                John
      Brewster

              	 
      	
                Date  

              	 
      


      

    

    


    
      
        	
                2026
      McGaw Avenue Irvine, California 92614 USA   Tel: (949)
      428-8500  Fax: (949) 428-8500