**TURBINE
      SUPPLY AGREEMENT**









**By
      and Between**




**DEWIND,
      INC.,**




**a
      Nevada corporation (“** **Seller** **”)**




**and**




**XRG
      DEVELOPMENT PARTNERS, LLC**




**an
      Idaho limited liability company (“** **Owner** **”)**




**Dated
      as of March 27, 2007**









**ARTICLE
                  1 DEFINITIONS**
              51.1
              Defined
                  Terms
              5**ARTICLE
                  2 INTERPRETATION**
              52.1
              Sections
                  and Exhibits
              52.2
              Headings
              52.3
              Gender
              52.4
              Successors
                  and Assigns
              52.5
              Construction
                  of Agreement
              5**ARTICLE
                  3 SALE AND PURCHASE OF WIND TURBINES**
              53.1
              Sale
                  of Wind Turbines
              53.2
              Compliance
              6**ARTICLE
                  4 CONTRACT PRICE AND PAYMENT**
              64.1
              Contract
                  Price; Unit Price.
              64.2
              Payment
                  Schedule and Method
              74.3
              Change
                  Orders.
              7**ARTICLE
                  5 DELIVERIES OF WIND TURBINES**
              95.1
              Delivery
                  of Notice to Proceed
              95.2
              Delivery
                  of Wind Turbines
              95.3
              Damages
                  for Late Deliveries.
              105.4
              Packing
                  of Wind Turbines
              125.5
              Transfer
                  of Title; Risk of Loss
              125.6
              Other
                  Deliveries By Seller
              125.7
              Storage
              125.8
              Execution
                  and Delivery of the CTC Guaranty
              125.9
              Owner
                  Rights with Respect to the Wind Turbines
              13**ARTICLE
                  6 DESIGN, FOUNDATION REPORT AND MECHANICAL COMPLETION
                  CERTIFICATES**
              136.1
              Design.
              136.2
              Power
                  Curve Demonstration and Design Certificates
              156.3
              Mechanical
                  Completion, Mechanical Completion Certificate and Project Mechanical
                  Completion Certificate.
              15**ARTICLE
                  7 INSURANCE**
              167.1
              Insurance.
              16**ARTICLE
                  8 OWNER’S WORKS, SELLER’S TECHNICAL ASSISTANCE AND
                  VARIATION**
              178.1
              Owner’s
                  Work
              178.2
              Technical
                  Assistance
              178.3
              Variation
                  and Adjustment
              178.4
              Right
                  of Access
              178.5
              Owner’s
                  Representative
              188.6
              Seller’s
                  Representative
              188.7
              Training
              18
  
  **ARTICLE
                  9 COMMISSIONING AND COMPLETION**
              189.1
              Commissioning
                  of WTGs
              189.2
              Commissioning
                  Services
              19**ARTICLE
                  10 WARRANTIES**
              2010.1
              Warranty
              2010.2
              Warranty
                  Period
              2010.3
              Correction
                  of Deficiencies**.**
              2010.4
              Conformance
                  of Warranty Service to Specifications
              2110.5
              Warranty
                  Service at Seller's Cost; Survival
              2110.6
              Availability
                  Warranty
              2110.7
              Noise
                  Warranty
              2210.8
              Power
                  Curve Guarantee
              2210.9
              Limitations
              2410.10
              WARRANTY
                  DISCLAIMER
              25**ARTICLE
                  11 INDEMNIFICATION AND INTELLECTUAL PROPERTY**
              2511.1
              General
                  Indemnification.
              2511.6
              Intellectual
                  Property; License**.**
              2611.7
              Indemnification
                  Regarding Infringement
              27**ARTICLE
                  12 REPRESENTATIONS AND WARRANTIES OF OWNER**
              2812.1
              Owner
                  Representations and Warranties
              2812.2
              Seller
                  Representations and Warranties
              28**ARTICLE
                  13 EXCUSABLE DELAY; DEFAULT; CURE**
              3013.1
              Excusable
                  Delay
              3013.2
              Notice.
              3013.3
              Default.
              30**ARTICLE
                  14 DISPUTES**
              3114.1
              Disputes
              3114.2
              Jurisdiction
              31**ARTICLE
                  15 GENERAL PROVISIONS**
              3215.1
              Waiver
              3215.2
              Successors
                  and Assigns
              3215.3
              Notices
              3215.4
              Amendments
              3315.5
              Attachments
                  Incorporated
              3315.6
              Entire
                  Agreement
              3315.7
              No
                  Merger
              3315.8
              Attorneys’
                  Fees
              3415.9
              Site
                  Regulations
              34
  -
            2 -
  15.10
              Confidentiality.
              3415.11
              Wind
                  Speed Projections
              3515.12
              Documentation
                  and Correspondence
              3515.13
              Counterparts
              3515.14
              Limitation
                  of Liability and Exclusions
              3515.15
              Cooperation
                  With Financing Parties
              35EXHIBIT
                  A
              Specifications
                  and Documentation for Wind TurbinesEXHIBIT
                  A-1
              Scope
                  of Work and PartsEXHIBIT
                  B
              Site
                  DescriptionEXHIBIT
                  C
              Composite
                  Technology Corporation GuarantyEXHIBIT
                  D
              Commissioning
                  ProceduresEXHIBIT
                  E
              Delivery
                  Schedule [to come]EXHIBIT
                  F
              Erection
                  and Installation ManualsEXHIBIT
                  G
              Intentionally
                  OmittedEXHIBIT
                  H
              Description
                  of Owner’s WorkEXHIBIT
                  I
              Form
                  of GL CertificateEXHIBIT
                  J
              Form
                  of Mechanical Completion CertificateEXHIBIT
                  K
              [not
                  used]EXHIBIT
                  L
              [not
                  used]EXHIBIT
                  M
              InsuranceEXHIBIT
                  N
              Form
                  of Commissioning CertificateEXHIBIT
                  O
              Recommended
                  Spare PartsEXHIBIT
                  P
              Scope
                  of Technical ServicesEXHIBIT
                  Q
              Form
                  of Final Completion CertificateEXHIBIT
                  R
              Availability
                  Warranty ProtocolsEXHIBIT
                  S
              Power
                  Curve -- D8.2EXHIBIT
                  T
              Power
                  Curve Test ProtocolsEXHIBIT
                  U
              Reliability
                  Test ProtocolsAPPENDIX
                  I
              Definitions
 
 -
            3 -


**Turbine
      Supply Agreement**





This
      TURBINE SUPPLY AGREEMENT (this “ Agreement ”),
      dated
      as of March 27th, 2007 (the “ Effective
      Date ”),
      is
      made and entered into by and between XRG DEVELOPMENT PARTNERS, LLC an Idaho
      limited liability company (“ Owner ”)
      and
      DEWIND, INC., a Nevada corporation (“ Seller ”
or
      “Supplier”) **.** Each
      of
      Seller and Owner are referred to herein individually as, a “ Party ”
as
      the
      context requires, and collectively as, the “ Parties .”




**Recitals**




A.  Seller
      sells, procures components and assembles Wind Turbines as described in Exhibit
      A (the
“ Wind
      Turbines ”),
      and
      Seller and Owner wish to enter into an agreement pursuant to which Owner agrees
      to purchase and order from Seller and to pay for eighteen (18) Wind
      Turbines.




B.  The
      Owner
      informs Seller that the Wind Turbines to be purchased by Owner shall be used
      for
      the purpose of developing, constructing, building and installing the Big Blue
      Windfarm **** Project,
      located at the Site, as described in Exhibit B, in Blue Earth,
      Minnesota.




C.  Owner
      informs Seller that Owner will enter into separate arrangements to erect and
      install the Wind Turbines and Towers to be supplied by Seller to Owner pursuant
      to this Agreement.




D.  Seller
      is
      a wholly-owned subsidiary of Composite Technology Corporation, a holding company
      with its principal place of business located in California, USA, which has
      agreed to issue a payment and performance guaranty of Seller’s obligations under
      this Agreement, substantially in the form attached as Exhibit
      C (“ CTC
      Guaranty ”) **.**




E.  The
      Parties are concluding and intend to enter into a Master Turbine Procurement
      Agreement (“MTPA”) prior to April 30, 2007 whereby Seller will provide Owner
      with options to acquire, over a period of five (5) years, wind turbines
      manufactured by Seller, the first group of which is the subject of this
      Agreement.




NOW,
      THEREFORE, in consideration of the foregoing premises, the mutual agreements
      herein contained, and other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, Seller and Owner agree as follows
      intending to be legally bound:




-
          4 -


**Article
        1**
 **Definitions**
  1.1  Defined
        Terms .
        For
        purposes of this Agreement, capitalized terms used herein and not otherwise
        defined herein shall have the meaning assigned to such terms in Appendix
        I hereto.
  **Article
        2**
 **Interpretation**
  2.1  Sections
        and Exhibits .
        References to sections, subsections, articles, exhibits and appendices are,
        unless otherwise indicated, to sections, subsections and articles of, and
        exhibits and appendices to, this Agreement.
  2.2  Headings .
        The
        headings of sections, subsections, articles, exhibits and appendices of this
        Agreement are for ease of reference only and do not form part of this Agreement
        and shall not in any way affect its construction.
  2.3  Gender .
        The
        masculine gender shall include the feminine and neuter and the singular number
        shall include the plural and vice versa.
  2.4  Successors
        and Assigns .
        References to Parties to this Agreement shall include references to their
        successors and permitted assigns.
  2.5  Construction
        of Agreement . Each of
        the Parties have participated in the drafting of this Agreement. This Agreement
        shall, in the event of any dispute over its meaning or application, be
        interpreted fairly and reasonably, and neither more strongly for or against
        either Party.
  **Article
        3**
 **Sale
        and Purchase of Wind Turbines**
  3.1  Sale
        of Wind Turbines .
        Upon
        the terms and subject to the conditions of this Agreement, Seller hereby
        agrees
        to sell and deliver to Owner (a)
        the
        Wind Turbine blades at the Port of Milwaukee, WI; (b) the Wind Turbine tower
        equipment at a factory located in the continental United States or at the
        Port
        of Milwaukee, WI; and (c) the Turbine Nacelles at Seller’s factory in Round
        Rock, Texas (together, the “ Designated
        Delivery Location ”).
        Seller also agrees to deliver at its factory in Round Rock Texas certain
        ancillary equipment, tools and documentation for the assembly, erection,
        maintenance and operation of the Wind Turbines, and operation and maintenance
        manuals and other necessary documentation as specified in Exhibit
        A hereto,
        and to perform all procedures necessary for the Commissioning of such Wind
        Turbines. Owner hereby agrees to purchase, pay for and accept from Seller,
        such
        Wind Turbines and other equipment and services. Seller agrees to furnish
        at its
        own cost and expense all labor, materials, services and any other things
        necessary to perform and complete the Seller’s Work substantially in accordance
        with this Agreement, as modified from time-to-time in accordance with the
        provisions hereof.
  -
            5 -
 3.2  Compliance .
        In
        performing the Seller’s Work, Seller shall comply with Prudent Wind Industry
        Practices, Applicable Laws and this Agreement.
  3.3  Wind
        Turbine Serial Numbers
  3.4  .Seller
        shall assign an identity number to each Wind Turbine nacelle, blade, and
        tower
        section at the time of commencing manufacturing in a form and manner sufficient
        to allow Owner to track the Wind Turbines and components during production.
        Seller shall also assign an identity number to each Wind Turbine, including
        correlations to component identity numbers, at the time of Commissioning
        Completion and deliver such identity numbers to Owner.
  3.5  Spare
        Parts .
  (a)  Recommended
        Inventory .
        Attached hereto as Exhibit
        O is a
        recommended list of types and quantities of spare parts for the
        Project.
  (b)  Sale
        of Spare Parts .
        Spare
        Parts shall be available for purchase by Owner for the Wind Turbines for
        a
        period of twenty (20) years after Commissioning Completion of the last Wind
        Turbine. If Seller is no longer in the business of manufacturing wind turbines,
        it shall use commercially reasonable efforts to arrange on behalf of Owner
        appropriate alternative manufacturers. If Owner elects to purchase any
        replacement parts from Seller for the Wind Turbines within such time period,
        Seller shall sell such replacement Parts to Owner at Seller’s then effective
        list price.
  **Article
        4**
 **Contract
        Price and Payment**
  4.1  Contract
        Price; Unit Price. In full
        and complete payment for all of the Wind Turbines, Towers and ancillary
        equipment delivered to the Designated Delivery Locations in accordance with
        the
        provisions of this Agreement, and Seller’s other obligations under this
        Agreement with respect thereto, Owner shall pay to Seller in the manner and
        at
        the time specified in Section 4.2, and Seller shall accept as payment in
        full by
        Owner, the sum of [  *
        *] (“Contract Price”), which price is calculated on a unit price of [  *
        *] for each
        Wind Turbine (“Unit Price”). The Contract price includes any non-unit-specific
        items included within the Scope of Work, as more fully described in Exhibit
        A-1.
        On Owner’s written request, delivered not later than May 7, 2007, Seller shall
        offer to provide the Cold Weather Extreme Package at a price of [*
        *] per wind
        turbine generator. The Contract Price stated above is inclusive of any Seller
        financing costs, packing costs, the costs of insurance for transportation
        of the
        Wind Turbines and Towers to the Designated Delivery Locations, technical
        advice
        during erection and mechanical completion to the extent set forth in Exhibit
        P ,
        Commissioning services, customs duties and other Taxes payable by Seller.
        The
        Contract Price does not include any sales or use tax, which sales or use
        tax, if
        any, shall be paid by Owner.
 
 [*
          *] This
          material has been omitted pursuant to a request for confidential treatment
          and
          filed separately with the Securities and Exchange Commission.
 -
            6 -
 4.2  Payment
        Schedule and Method .
        Subject
        to the requirements of Section
        4.3 and Section 4.4 ,
        Owner
        shall pay the Contract Price to Seller, by wire transfer, as follows:
  (a)  A
        Reservation Payment not later than five (5) Business Days after the Effective
        Date in the amount of [*
        *] for
        the
        Wind Turbines for the Big Blue Windfarm Project.
  (b)  A
        Notice
        to Proceed Payment in the amount of [*
        *] for
        the
        Wind Turbines on or before May 7, 2007, subject to Seller’s delivery of the
        Certificate of Design Approval and subject to Seller and Buyer agreeing the
        Delivery Schedule, as set forth in Section
        5.1 .
  (c)  A
        Progress Payment in the amount of [*
        *] for
        the
        Wind Turbines not later than 60 days prior to the scheduled Delivery
        Date.
  (d)  A
        per-Wind Turbine Delivery Payment equal to forty percent (40%) of the Unit
        Price within
        five (5) Business Days after Seller’s delivery to the Designated Delivery
        Location of each item listed in the Delivery Schedule comprising such Wind
        Turbine.
  (e)  A
        per-Wind Turbine payment equal to fifteen percent (15%) of the Unit Price
        of a
        Wind Turbine within five (5) Business Days of Commissioning of each Wind
        Turbine.
  (f)  A
        Final
        Completion payment in
        the
        amount of [*
        *] for
        the
        Wind Turbines within
        five (5) Business Days of Final Completion.
  4.3  Change
        Orders .
  [*
            *] This material has been omitted pursuant to a request for confidential
            treatment and filed separately with the Securities and Exchange
            Commission.
 -
            7 -
 (a)  Either
        Party may make requests for changes within the general scope of work included
        in
        this Agreement (any such change being a " Change
        Order ")
        by
        giving the other Party written notice of any proposed Change Order. Within
        thirty (30) days from the other Party’s receipt of any such request, the
        receiving Party shall submit to the requesting Party the adjustments required
        in
        the Contract Price and any other terms and conditions of this Agreement that
        would result from implementation of such Change Order. Seller and Owner shall
        enter into a written agreement as to such modifications prior to the
        implementation of any Change Order and no Party shall have an obligation
        to
        proceed with any Change Order until such written agreement has been executed
        by
        both Parties. Notwithstanding the foregoing, Seller shall be entitled to
        a
        Change Order to reflect its increased cost, schedule delays or modifications
        to
        the scope of the Work occasioned by an Excusable Delay or an Owner Caused
        Delay.
        Seller shall have no obligation to consider any Change Order that increases
        the
        number of Wind Turbines to be supplied and delivered pursuant to the terms
        of
        this Agreement, or that would impair Seller’s ability, in its sole discretion,
        to achieve any of the performance guarantees, warranties or covenants of
        Seller
        set forth in this Agreement.
  (b)  At
        any
        time prior to delivery of the Wind Turbines to Owner, Owner may notify Seller
        that some or all of such Wind Turbines shall be installed at another site.
        If
        any Wind Turbines will be installed at another site, the Parties shall mutually
        agree upon the impact to the Delivery Schedule, the Wind Turbine Specifications,
        the Contract Price (but only to the extent of changes in such specifications),
        and other terms and conditions of this Agreement, and shall amend this Agreement
        by Change Order to reflect any such changes.
  4.4  Grant
        of Security Interest Seller
        hereby grants to Owner a security interest in and to the materials and
        components acquired and fabricated by Seller for the performance of Seller’s
        obligations under this Agreement, limited to the amount that Owner has paid
        Supplier with respect to the Wind Turbines, including any modifications thereto
        or replacements thereof, together with all proceeds of the foregoing
        (“Collateral”), as security until title to the Wind Turbines has passed to Owner
        pursuant to Section 5.5 of this Agreement. Seller authorizes Owner to make
        any
        and all UCC-1 filings with the appropriate Governmental Authorities it deems
        necessary to evidence or to perfect and protect the security interest granted
        pursuant to this Section
        4.4 . If
        requested by Owner, Seller shall, at its expense, promptly execute and deliver
        to Owner, any and all documents or instruments to enable Owner to exercise
        and
        enforce its rights and remedies hereunder and as a secured party under the
        Uniform Commercial Code in effect in any applicable jurisdiction and to perfect
        and protect the security interest granted pursuant to this Section
        4.4 including the execution of financing statements (and amendments thereto).
        Owner
        may exercise its remedies against some or all of the Collateral and in such
        order as it shall choose in its sole discretion. Upon Seller’s request at any
        time after passage of title with respect to any Wind Turbine, and in any
        event
        no later than Project Mechanical Completion, Owner shall deliver UCC-3
        termination statements covering all Wind Turbines for which title has passed
        to
        Owner. For the avoidance of doubt, Seller’s grant of a security interest in the
        Collateral shall not affect or be construed as a waiver of any statutory
        contractor’s liens in favor of Seller.
  -
            8 -
 4.5  Effect
        of Payment
  4.6  Payment
        of the Contract Price or any portion thereof shall not constitute Owner’s
        approval or acceptance of any portion of the Wind Turbines or of Seller’s Work
        or result in a waiver of any rights or remedies Owner may have with respect
        to
        any portion of the Wind Turbines or Seller’s Work that have been, or
        subsequently are, determined not to conform to the Wind Turbine Specifications
        and Scope of Supply.
  4.6  Use
        of
        Funds. Seller
        shall apply not less than 80% of each payment made pursuant to Sections 4.2
        (a),
        (b), and (c) to the procurement of materials and components to be incorporated
        in the manufacture of the Wind Turbines, but including payments to
        TECO.
  **Article
        5**
 **Deliveries
        of Wind Turbines**
  5.1  Notice
        to Proceed and
        Delivery Schedule .
        Owner
        shall be deemed to have issued to Seller a notice to proceed with the
        fabrication, delivery, and sale of the Wind Turbines on the Effective Date (“ Notice
        to Proceed ”) .
        On or
        before May 7, 2007, Owner shall specify Owner’s proposed Delivery Schedule for
        the Wind Turbines. On or before [March 15, 2007], Owner shall provide evidence
        satisfactory to Seller that it has sufficient financing in place to pay the
        Contract Price for the Wind Turbines (including in the consent document a
        direct
        obligation from lenders to fund Owner’s purchase of Wind Turbines hereunder, or
        a letter of credit in the amount from time to time of all remaining unpaid
        portions of the Contract Price) and to perform Owner’s other obligations under
        this Agreement. Within 5 business days of receipt of the Owner’s proposed
        Delivery Schedule, Seller shall confirm or reject Owner’s proposed delivery
        schedule. With any rejection of Owner’s proposed delivery schedule, Seller shall
        propose a delivery schedule acceptable to Seller, provided however, that
        Seller’s proposed delivery schedule shall include a Delivery Date not later than
        November 30, 2007. Owner shall have no obligation to make the Notice to Proceed
        Payment until the parties have mutually confirmed a delivery schedule. The
        Delivery Schedule for this Agreement shall be as specified by the Parties
        pursuant to this Section 5.1, and shall comprise Exhibit
        E hereto
        when agreed.
  5.2  Delivery
        of Wind Turbines .
  (a)  Seller
        shall deliver all Wind Turbines to the Designated Delivery Location(s) in
        accordance with the Delivery Schedule. Not less than three (3), nor more
        the
        five (5) Business Days prior to each scheduled Delivery Date, Seller shall
        provide Owner with notice confirming expected delivery of the Wind Turbines.
        Owner at its own cost and expense may inspect the Wind Turbines at the
        Designated Delivery Locations prior to delivery, and may reject any defective
        Wind Turbines. Owner’s inspection of the Wind Turbines shall not diminish
        Seller’s obligations under Section 3.2, nor shall it constitute an “acceptance”
within the meaning of Section 2606 of the Uniform Commercial Code (“UCC 2606”).
  -
            9 -
 (b)  Owner
        shall arrange all shipments and pay all shipment costs and insurance for
        transport of the Wind Turbines from Designated Delivery Locations to the
        Site.
        Seller shall at its own cost and expense re-inspect the Wind Turbines upon
        delivery at the Site and either (i) accept the Wind Turbines within the meaning
        of UCC 2606, which acceptance shall not constitute a waiver of Seller’s
        warranties under Article 10 of this Agreement, or (ii) reject the Wind Turbines
        as nonconforming goods and provide Owner with written notice of the reasons
        for
        the rejection including the appearance of changes in the condition of the
        Wind
        Turbines during shipment from Seller’s delivery points to the Site.
  5.3  Liquidated
        Damages for Late Deliveries .
  (a)  If
        delivery of any Wind Turbine in accordance with the terms of this Agreement
        occurs after the scheduled delivery date for said Wind Turbine as provided
        in
        the Delivery Schedule (“ Wind
        Turbine Delivery Delay ”),
        both
        Seller and Owner acknowledge and agree that Owner will suffer damages as
        a
        result thereof and that said damages will be difficult to determine.
        Accordingly, as a material element of this Agreement, Owner and Seller hereby
        agree that Seller shall be liable for, and shall pay to Owner liquidated
        damages
        calculated in accordance with Section
        5.3(b) for each
        Wind Turbine Delivery Delay other than delay which constitutes Excusable
        Delay
        or Owner Caused Delay, in which case the Delivery Schedule shall be adjusted
        to
        the extent Seller is affected by such delay. In addition, Owner and Seller
        hereby agree that such liquidated damages calculated in accordance with Section
        5.3(b) represent a fair and reasonable estimate by Owner and Seller, at the time
        this
        Agreement is made and in light of the circumstances and their knowledge at
        such
        time, of the actual damages Owner would likely suffer in the event of a Wind
        Turbine Delivery Delay not exceeding 30 days.
  (b)  For
        each
        Day of Wind Turbine Delivery Delay (each such Day being a “ WTG
        Delay Day ”), if
        Owner
        suffers additional cost or delay as a result of Seller’s delay, Seller
        shall pay to Owner the amounts set forth below as liquidated damages **** provided,
        however, that the amount of liquidated damages for each WTG Delay Day shall
        be
        reduced by 50% if Seller notifies Owner there will be a Wind Turbine Delivery
        Delay applicable to particular Wind Turbines not less than 90 Days prior
        to the
        scheduled delivery date(s), and provided further, that such liquidated damages
        shall be waived if Owner, using commercially reasonable efforts, is able
        to
        avoid additional cost or delay as a result of the advance notice given by
        Seller
        of its anticipated delay. In any such notice, Seller shall specify the new
        date
        for delivery of the Wind Turbines (“Revised Delivery Date”).
  -
            10 -
  Number
                  of WTG Delay Days (for each WTG as to which there is a Wind Turbine
                  Delivery Delay)
              Liquidated
                  Damages Payable Per WTG Delay Day Incurred1
                  to 10 WTG Delay Days
              US[*
                  *]per WTG Delay Day11
                  to 30 WTG Delay Days
              US[*
                  *]per WTG Delay Day
  (c)  Seller
        shall pay to Owner within ten (10) Business Days following demand by Owner
        any
        and all liquidated damages payable under Section
        5.3 .
        If and
        to the extent Seller fails to pay to Owner within such ten (10) Business
        Days
        any such damages, Owner shall be entitled to set off the amount of such damages
        owed by Seller against the amount of the Contract Price for such Wind Turbines
        payable by Owner pursuant to Section
        4.2.
  (d)  If
        delivery of any Wind Turbine in accordance with the terms of this Agreement
        occurs at any time after a Revised Delivery Date, Seller shall pay to Owner
        the
        amounts set forth below as liquidated damages:
  Number
                  of WTG Delay Days (for each WTG as to which there is a Wind Turbine
                  Delivery Delay)
              Liquidated
                  Damages Payable Per WTG Delay Day Incurred1
                  to 10 WTG Delay Days
              US$[*
                  *]per WTG Delay Day11
                  to 60 WTG Delay Days
              US$[*
                  *]per WTG Delay Day
  (e)  If
        delivery of any Wind Turbine in accordance with the terms of this Agreement
        occurs more than sixty (60) days after the Revised Delivery Date for said
        Wind
        Turbine, Seller shall be liable for all resulting damages except as expressly
        limited and excluded by this Agreement.
  (f)  Notwithstanding
        any other provision of this Agreement, Seller agrees that the first eighteen
        (18) Wind Turbines manufactured by or on behalf of Seller, other than test
        or
        prototype units, shall be made available to Owner pursuant to the terms of
        this
        Agreement. A breach of this Section 5.3(f) shall not be remedied by liquidated
        damages and Seller shall be liable for all resulting damages except as otherwise
        expressly limited and excluded by this Agreement.
  [*
            *] This material has been omitted pursuant to a request for confidential
            treatment and filed separately with the Securities and Exchange
            Commission.
 -
            11 -
 5.4   Packing
        of Wind Turbines .
        The
        Wind Turbines shall be properly packed in accordance with the standard practice
        of Seller, consistent with Prudent Wind Industry Practice, and in such a
        manner
        as is necessary for safe intermodal transport and delivery to the Site pursuant
        to Section
        5.2 and as
        required by the contract or contracts of carriage and policy or policies
        of
        insurance. The Wind Turbine packaging shall be marked
        appropriately.
  5.5  Transfer
        of Title; Risk of Loss .
        Risk of
        loss of and damage to each Wind Turbine shall be transferred to Owner when
        it
        has been delivered to Owner at the Designated Delivery Location. Title to
        each
        Wind Turbine shall be transferred to Owner upon payment of the amount required
        to be paid for such Wind Turbine pursuant to Section
        4.2(e) .
        Seller
        expressly agrees to cooperate with Owner and take such action as shall be
        reasonably requested to permit the Financing Parties to acquire security
        interests in the Wind Turbines and in this Agreement as required under any
        loan
        documentation entered into with the Financing Parties.
  5.6  Other
        Deliveries By Seller .
        Seller
        shall deliver to Owner the following documents:
  (a)  Not
        later
        than the thirty (30) days following the Notice to Proceed Payment, Seller
        shall
        deliver five (5) complete copies of the Erection and Installation Manuals.
        In addition, if Seller modifies, amends or expands the Erection and Installation
        Manuals, Seller shall promptly provide to Owner five (5) complete copies
        of any
        such modification, amendment or expansion.
  (b)  Not
        later
        than the thirty (30) days prior to the first scheduled Delivery of a 2007
        Wind
        Turbine, Seller shall deliver five (5) complete copies of the Seller’s O&M
        Procedures Manual. In addition, if Seller modifies, amends or expands the
        Seller’s O&M Procedures Manual, Seller shall provide to Owner, within thirty
        (30) Days of adoption, five (5) complete copies of any such modification,
        amendment or expansion.
  (c)  Prior
        to
        or with delivery of each Wind Turbine component to the Site, Seller shall
        deliver to Owner the quality assurance and quality control documentation
        with respect
        to each such Wind Turbine component.
  5.7  Storage . If
        Owner
        declines, or is unable, to accept delivery of any Wind Turbine at the date
        established in the Delivery Schedule, Seller shall store or caused to be
        stored
        the Wind Turbines at Owner’s risk and at Owner’s expense.
  -
            12 -
 5.8  Execution
        and Delivery of the CTC Guaranty .
        Concurrently with execution of this Agreement, Seller shall cause Composite
        Technology Corporation to issue the CTC Guaranty **.**
  5.9  Owner
        Rights with Respect to the Wind Turbines .
        During
        the period from the time of delivery of each Wind Turbine to the Site until
        the
        commencement of the Warranty Period, if such Wind Turbine or any Part or
        Parts
        thereof shall not conform to the Warranty, Seller shall, at its own cost
        and
        expense, repair or replace each Wind Turbine or Part or Parts for which a
        defect
        in design, material and workmanship is apparent or that would not otherwise
        meet
        the requirements for such Wind Turbine or Parts pursuant to the Warranty,
        and
        otherwise undertake the work that would otherwise constitute Warranty
        Work.
  5.10  Financing
        Cooperation Seller
        shall provide such assistance as Owner may reasonably request in connection
        with
        obtaining financing for the Project. Seller agrees that it shall make available
        to Owner and any Financing Parties information relating to the status of
        Seller’s Work, including non-proprietary information relating to the design,
        engineering, fabrication, delivery, Commissioning and testing of the Turbine
        Equipment, the performance of Seller’s Work, and such other matters as Owner may
        reasonably request. Seller shall furnish such consents to assignment, estoppel
        certificates, certifications and representations and opinions of counsel
        addressed to Owner and such Financing Parties, as may be reasonably requested
        by
        Owner or such Financing Parties, and all reasonable costs incurred by Seller
        in
        executing and delivering such documents or providing other support shall
        be
        borne by Owner. At Owner’s request, Seller shall cooperate with the independent
        engineer and technical advisors, if any, of any Financing Parties.
  **Article
        6**
 **Design,
        Foundation Report and Mechanical Completion
        Certificates**
  6.1  Design .
  (a)  On
        or
        before June 1, 2007, Owner will provide Seller with drawings illustrating
        the
        Site layout and placement of crane pads. Within ten (10) Business Days of
        Seller’s receipt of the Site layout drawings, Seller shall provide to Owner, in
        writing, any comments it may have on such drawings, including any suggested
        modifications or adjustments. Seller’s failure to provide suggested
        modifications or comments pursuant to this section shall preclude Seller
        from
        raising the consequences of the Site layout as a defense to any claim under
        the
        Warranty.
  (b)  On
        or
        before May 1, 2007, (a) Seller shall provide Owner with loading data on the
        WTGs
        and technical information necessary for the design of the foundations on
        which
        the WTGs shall be installed (“ Foundation
        Design ”),
        and
        (b) Owner shall provide Seller with copies of geotechnical borings or other
        soil
        data reports obtained by Owner for the Site. Owner shall provide to Seller
        the
        Foundation Design within ten (10) Days of receipt of same by Owner. Within
        ten
        (10) Business Days following Seller’s receipt from Owner of the Foundation
        Design, including the dimension data, Seller shall review, approve or take
        other
        appropriate action regarding the conformity of the Foundation Designs with
        the
        loading data in the Wind Turbine Specifications, and shall notify Owner of
        Seller’s conclusions, repeating the process with respect to any revised
        Foundation Designs Owner may provide to Seller for its review. Seller shall
        not
        be required to employ any soil specialists, engineers or other professionals
        to
        review the design of the foundation for compliance to Applicable Laws.
  -
            13 -
 (c)  Not
        later
        than 90 Days following the Effective Date, Seller shall demonstrate, to the
        reasonable satisfaction of Owner which shall not be unreasonably withheld,
        that
        it has secured a sufficient supply of Wind Turbine components and material
        to
        satisfy the requirements of this Agreement. Components and material include,
        but
        are not limited to: steel, carbon fiber, Voith WinDrive’s Gearboxes, Towers, and
        Blades.
  (d)  Acceptance
        or approval by Owner of drawings or other documents provided by Seller in
        respect of work proposed and/or designed by Seller or its Subcontractor(s)
        (“Seller’s Documents”) shall not relieve Seller of responsibility for any errors
        or omissions therein, nor for any of its other contractual and legal
        obligations. If Owner identifies any discrepancy between Seller’s Documents and
        documents related to the Owner’s Work, Owner shall notify Seller as soon as
        possible, and in any event before the relevant Owner’s Work is
        undertaken.
  (e)  Any
        major
        material changes to the WTGs or other equipment or materials made by Seller
        or
        its affiliates, after having been confirmed to Owner, are to be marked on
        the
        drawings with relevant dimensions, and provided to Owner as soon as reasonably
        possible. A complete list of such supplier approved changes, together with
        any
        changes to the related drawings, shall be provided to Owner on or before
        completion of the Seller’s Work.
  (f)  Both
        Seller and Owner shall have a representative attend weekly Project meetings
        (which meetings may be held telephonically) to discuss, in part:
  (i)  anticipated
        requests to change the Project schedule and the reasons for each
        request;
  (ii)  delays
        and the reasons therefore and actions being taken;
  (iii)  shortages
        of labor, plant or materials, and actions being taken;
  -
            14 -
 (iv)  difficulties
        in the execution of subcontracts, if any, and actions being taken; and
  (v)  any
        outstanding information previously requested by Owner or Seller,
        respectively.
  (g)  Both
        Seller and Owner shall have a representative attend monthly (or as otherwise
        agreed) meetings and each shall inform their respective Subcontractors when
        their presence at such meeting is required.
  6.2  Power
        Curve Demonstration and Design Certificates .
        Seller
        shall deliver to Owner a Certificate of Design Approval .
        Owner
        will work with Supplier to ensure that owner’s Financing Parties will accept
        DEWI-OCC Certificate. Seller shall use its reasonable efforts to provide
        a site
        specific certification of the Wind Turbines in accordance with IEC Standard
        61400-1 Ed.3 (2005) provided, however, **** the
        delivery of said site specific certificate shall not be a condition precedent
        to
        Owner’s obligation to make any payment hereunder.
  6.3  Mechanical
        Completion, Mechanical Completion Certificate and Project Mechanical Completion
        Certificate .
  (a)  Owner
        shall be responsible for achieving Mechanical Completion of each individual
        WTG
        delivered to the Site including making available for its own use all tools
        and
        necessary equipment that is required to achieve Mechanical Completion,
        including, without limitation, cranes. Seller also agrees to lend to Owner
        free
        of charge at the Designated Delivery Location one (1) set of special tools
        necessary for the assembly and erection of the Wind Turbines, provided that
        Owner at its expense shall return the special tools on the Final Completion
        Date
        to Seller at Seller’s factory in Round Rock, Texas in the same condition
        tendered, normal wear and tear excepted.
  (b)  Beginning
        on the date on which the first WTG achieves Mechanical Completion and on
        every
        date thereafter on which a WTG has achieved Mechanical Completion, Owner
        shall
        submit to Seller a certificate (“ Mechanical
        Completion Certificate ”)
        which
        has been prepared by Owner’s Subcontractor, substantially in the form attached
        as Exhibit J ,
        with
        respect to each such WTG as of such date.
  (c)  Within
        one (1) Business Day following the date on which a Mechanical Completion
        Certificate is received by Seller, Seller shall inspect each referenced WTG
        for
        compliance with the Mechanical Completion Checklist attached to such Mechanical
        Completion Certificate and with the Erection and Installation Manuals. Within
        two (2) Business Days following the date on which such Mechanical Completion
        Certificate was received, Seller shall either: (i) countersign and deliver
        to Owner the Mechanical Completion Certificate for such WTG to indicate its
        agreement that such Mechanical Completion has been achieved; or (ii) 
notify Owner of Seller’s belief that Mechanical Completion has not been achieved
        with respect to a WTG specified therein. Any notice issued pursuant to clause
        (ii) above shall state in detail Seller’s reasons for believing that any
        such WTG has not achieved Mechanical Completion. In the event Seller delivers
        the notice under the preceding clause (ii), Seller shall, pursuant to Section
        8.2 ,
        advise
        Owner of the actions required to achieve Mechanical Completion of such WTGs
        and
        Owner shall diligently complete the same in a professional and workmanlike
        manner. Seller shall not unreasonably withhold its signature to the Mechanical
        Completion Certificate and Seller’s failure to either countersign such
        certificate or notify Owner of Seller’s reasons for the failure to do so within
        such two (2) Business Day period shall constitute a deemed countersignature
        by
        Seller of the Mechanical Completion Certificate. By providing notice of Seller’s
        belief that Mechanical Completion is not achieved, or providing such technical
        support services, Seller does not assume any liability or responsibility
        with
        respect to any Owner’s Work or other matter for which Owner requests technical
        support services. Upon completing such actions, Owner shall issue a new
        Mechanical Completion Certificate for such WTG for reconsideration by Seller.
        Such procedures shall be repeated as necessary until Mechanical Completion
        has
        been achieved for such WTG. For the purpose of this Agreement, the date of
        achievement of Mechanical Completion for any individual WTG shall be the
        date on
        which both Owner and Seller have signed the respective Mechanical Completion
        Certificate.
  -
            15 -
 **Article
        7**
 **Insurance**
  7.1  Insurance .
  (a)  Seller
        and Owner shall maintain the insurance policies set forth in Exhibit M, hereto,
        in accordance with Prudent Wind Industry Practices, and Seller shall provide
        the
        insurance required under the terms of the MTPA. Such insurance policies shall
        be
        in place no later than the Delivery of the first Wind Turbine
        component.
  (b)  Owner
        and
        Seller intend that all policies purchased in accordance with Section 7.1(a)
        will
        protect Owner, Seller and all other customary parties as insureds or additional
        insureds in such policies and will provide primary coverage for all losses
        and
        damages caused by the perils or causes of loss covered thereby. All such
        policies shall contain waivers of subrogation in favor of the other
        Party.
  (c)  Seller
        and Owner each shall, within thirty (30) days following a request for same,
        deliver to the other Party certificates of insurance evidencing the coverages
        specified in this Section 7. All policies of insurance to be procured and
        maintained hereunder shall be procured from an insurer carrying a Best’s
        Insurance rating of A or higher or a financial institution carrying a Moody’s or
        Standard & Poor’s bond rating of AA or higher, and shall provide, by
        endorsement, that the other Party and any additional insured shall be provided
        thirty (30) days' prior written notice of any material policy changes or
        cancellations, and that no such cancellation or change shall be effective
        without such notice.
  -
            16 -
 **Article
        8**
 **Owner’s
        Works, Seller’s Technical Assistance and Variation**
  8.1  Owner’s
        Work .
        Owner
        shall undertake and complete the Owner’s Work set forth in Exhibit
        H in
        accordance with the Wind Turbine Specifications and the Erection and
        Installation Manuals.
  8.2  Technical
        Assistance .
        Seller’s representative shall be present at the Site for reasonable periods, at
        Seller’s expense (to the extent of the scope set forth in Exhibit
        P ,
        but
        otherwise at Owner’s expense at pricing to be agreed by the Parties), during the
        assembly, erection and installation of the WTGs by Owner in order to observe,
        monitor and technically assist in the assembly, erection and installation
        of the
        WTGs in compliance with the Wind Turbine Specifications and the Erection
        and
        Installation Manuals. Seller’s representative shall reasonably cooperate and
        coordinate with Owner and Owner’s contractors with respect to Seller’s technical
        assistance, Seller’s commissioning of the Wind Turbines and the construction of
        the balance of plant. Upon reasonable request by Owner, Seller shall provide
        clarification or other instructions regarding procedures for assembly and
        erection. Seller shall forthwith notify Owner in writing if it obtains actual
        knowledge that any assembly, installation or erection of any WTG is not being
        performed in accordance with the Wind Turbine Specifications or the Erection
        and
        Installation Manuals and advise Owner of the same in writing and as to those
        procedures of the Wind Turbine Specifications or Erection and Installation
        Manuals that have not been correctly performed. In the event that Owner,
        Owner’s
        employees or Subcontractors fail to comply with any such advice given by
        Seller,
        Seller shall not have any liability or responsibility with respect to any
        subsequent malfunction of that WTG to the extent attributable to such failure
        to
        follow Seller’s advice **.**
  8.3  Variation
        and Adjustment .
        If the
        progress of Seller’ Work, or any part thereof, shall be delayed as a result of
        any variation (“ Variation ”)
        in
        Seller’s Work agreed to by Owner and Seller, or any Excusable Delay, or a change
        of Applicable Laws, then provided that Seller and Owner have taken all
        reasonable steps to avoid or minimize the delay or the effects of such
        Variation, Excusable Delay, or change of Applicable Laws, Owner and Seller
        shall
        negotiate in good faith and mutually agree on an extension of the scheduled
        delivery and Commissioning dates as necessary to accommodate the Variation,
        Excusable Delay, or change in Applicable Laws while preserving, to the extent
        reasonably possible and economically feasible, the parties’ respective benefits
        hereunder. Such mutual agreement shall include an adjustment in the Contract
        Price to reflect any increased or decreased costs of performance resulting
        from
        the Variation, Excusable Delay or change in Applicable Laws.
  -
            17 -
 8.4  Right
        of Access .
        Owner
        hereby grants to Seller and to such persons or entities as Seller may reasonably
        designate in connection with the performance of Seller’s Work under this
        Agreement, full right of access to the Site during the performance of Seller’s
        Work hereunder; provided,
        however ,
        that
        Seller shall be obligated to abide by the applicable Site safety, security
        and
        access rules.
  8.5  Owner’s
        Representative .
        Owner
        shall appoint an individual to act as the representative and coordinator
        with
        respect to this Agreement and the Site on Owner’s behalf (“ Owner’s
        Representative ”)
        and
        shall so notify Seller in writing. The Owner’s Representative shall act as the
        agent for Owner’s communications with Seller.
  8.6  Seller’s
        Representative .
        Seller
        shall appoint an individual to act as the representative and coordinator
        with
        respect to this Agreement and the Site on Seller’s behalf (“ Seller’s
        Representative ”)
        and
        shall so notify Owner in writing. The Seller’s Representative shall act as the
        agent for Seller’s communications with Owner.
  8.7  Training .
        Seller
        shall, within the scope of Exhibit
        P ,
        provide
        at least seven (7) Days of operations and maintenance training for Owner’s
        designated personnel at the Site and/or at Seller’s facility near the Site. Such
        training shall begin at a mutually
        agreed time, but not
        later than commencement of Commissioning of the Wind Turbines and shall be
        completed before the Final Completion Date. Travel and living expenses incurred
        for Owner’s personnel in connection with the training shall be borne by
        Owner.
  **Article
        9**
 **Commissioning
        and Completion**
  9.1  Commissioning
        of WTGs .
        Upon
        confirmation of the Mechanical Completion of each WTG, Seller shall promptly
        commence Commissioning of such WTG. Upon completion of Commissioning of such
        WTG, Seller shall submit a Commissioning certificate (“ Commissioning
        Certificate ”)
        to
        Owner in accordance with the form attached as Exhibit
        N ,
        and
        Owner or Owner’s representatives shall either: (a) deliver to Seller such
        Commissioning Certificate countersigned; or (b) notify Seller that Commissioning
        has not been achieved with respect to the specified WTG. Any notice issued
        pursuant to clause (b) above shall state in detail the reasons for the failure
        to countersign the Commissioning Certificate and advise Seller of the actions
        Owner believes necessary to achieve Commissioning. In the event Owner delivers
        notice under the preceding clause (b), Seller promptly shall take such action
        as
        to achieve Commissioning with respect to any WTG. Upon completing such actions,
        Seller shall submit a new Commissioning Certificate for the applicable WTG
        for
        reconsideration by Owner. Such procedures shall be repeated as necessary
        until
        Commissioning is achieved with respect to such WTG. For purposes of this
        Agreement, the date of achievement of Commissioning for any individual WTG
        shall
        be the submission date of the Commissioning Certificate that is countersigned
        by
        Owner with respect to a WTG. Seller shall cause Commissioning to occur in
        accordance with the milestone date specified in the Delivery Schedule. Seller
        shall have the right to use its own employees or any Subcontractor for purposes
        of completing the Commissioning. Owner shall not unreasonably withhold its
        signature to the Commissioning Certificate and Owner’s failure to either
        countersign such certificate or notify Seller of Owner’s reasons for the failure
        to do so within such two (2) Business Day period shall constitute a deemed
        countersignature by Owner of the Commissioning Certificate.
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            18 -
 9.2  Commissioning
        Services .
        Seller
        shall provide qualified individuals for Commissioning services on the WTGs
        sufficient to complete Commissioning by the scheduled Commercial Operation
        Date,
        it being understood that Owner shall deliver Wind Turbines to Seller for
        Commissioning at a uniform rate, and shall deliver no more than two (2) Wind
        Turbines per day for Commissioning. If Owner’s personnel are required by Seller
        to assist Seller’s personnel in satisfying Seller’s Commissioning obligations
        under this Agreement, such services shall be performed by both Seller’s
        personnel and Owner’s personnel under the direct control and supervision of
        Seller’s personnel, provided , however ,
        that
        the foregoing shall not diminish Seller’s obligations or liabilities under this
        Agreement. Seller’s personnel shall also have the capability to train Owner’s
        personnel for such Commissioning services.
  9.3  Final
        Completion
  9.4 .
        “ Final
        Completion ”
shall
        be achieved when all of the following have been achieved in accordance with
        this
        Agreement:
  (a)  Commissioning
        Completion has been achieved;
  (b)  All
        punch
        list items have been completed;
  (c)  the
        Reliability Test has been successfully completed;
  (d)  All
        Seller Documents required to be delivered hereunder to Owner have been delivered
        to Owner; and
  (e)  The
        Final
        Completion Certificate described below has been executed and delivered by
        both
        Parties.
  (f)  Upon
        achieving Final Completion, Seller shall submit to Owner a certificate
        (“ Final
        Completion Certificate ”)
        which
        has been prepared by Owner’s Subcontractor, substantially in the form attached
        as Exhibit Q .
        Within
        two (2) Business Days following the date on which the Final Completion
        Certificate is received by Owner, Owner shall either: (i) countersign and
        deliver to Seller the Final Completion Certificate; or (ii) notify Seller
        of
        Owner’s belief that Final Completion has not been achieved, specifying Owner’s
        reasons therefor. Seller shall undertake such action necessary to address
        Owner’s concern and issue a new Final Completion Certificate to Owner for
        countersignature. Owner shall not unreasonably withhold its signature to
        the
        Final Completion Certificate and Owner’s failure to either countersign such
        certificate or notify Seller of Owner’s reasons for the failure to do so within
        such two (2) Business Day period shall constitute a deemed countersignature
        by
        Owner of the Final Certificate.
  -
            19 -
 **Article
        10**
 **Warranties**
  10.1  Warranty **.** Seller
        warrants that the Wind Turbines shall be (i) made of new materials in compliance
        with the terms of this Agreement, Prudent Wind Industry Practices and the
        Wind
        Turbine Specifications, (ii) free of all material defects in design,
        engineering, materials, manufacture, assembly and workmanship, and in compliance
        with the Wind Turbine Specifications under the climatic and normal operating
        conditions described in the Wind Turbine Specifications, and (iii) free of
        liens
        and encumbrances except as otherwise permitted in this Agreement (the
“ Warranty ”).
        Any
        portion of the Turbine Equipment or other services required of Seller under
        this
        Agreement which fail to meet this standard shall be deemed “ Defective
        Work ”.
        Further, Seller warrants that Commissioning work shall be performed in a
        good
        and workmanlike manner and in accordance with the requirements of this Agreement
        and the Type Certificate.
  10.2  Warranty
        Period **.** The
        Warranty shall continue for a period (the “ Warranty
        Period ”)
        that
        commences on the Final Completion Date and ends on the date that is the second
        (2nd) anniversary thereof. Owner may extend the Warranty Period to a total
        of
        five (5) years from the Final Completion Date (“Extended Warranty”). The cost of
        the Extended Warranty shall be US [  *
        *] per
        Turbine per year for year 3, payable ninety (90) days prior to the beginning
        of
        the second anniversary of the Final Completion Date. For years 4 and 5, the
        price of the Extended Warranty shall be adjusted by the Consumer Price Index
        and
        will be payable in ninety (90) days prior to the beginning of the each
        anniversary of the Final Completion Date. To exercise its right to extend
        the
        Warranty Period, Owner shall notify Seller of its intent to exercise the
        extension no later than 180 days prior to the scheduled expiration of the
        initial two year period.
  10.2.1 Service
        Agreement .
        As a
        condition to the effectiveness of the Warranty, Owner must execute and maintain
        in effect a Service Agreement, in form reasonably agreeable to Owner and
        Seller
        (the “ Service
        Agreement ”),
        for a
        term that coincides with the Warranty Period and any Extended Warranty Period.
        The Warranty shall be void if the Service Agreement between Seller and Owner
        expires or terminates for any reason during the Extended Warranty Period.
        If the
        Service Agreement is terminated, and provided the Warranty Period or any
        Extended Warranty period has not expired of its own terms, the Warranty shall
        be
        automatically reinstated if the Service Agreement is reinstated.
  [*
            *] This
            material has been omitted pursuant to a request for confidential treatment
            and
            filed separately with the Securities and Exchange
            Commission.
 -
            20 -
 10.3  Correction
        of Deficiencies **.**
  (a)  Seller
        shall, upon discovery or other notification of any Defective Work, at its
        sole
        cost and expense (including the cost of labor and equipment), use all
        commercially reasonable efforts to correct the Defective Work and repair
        or
        replace any defective part or equipment with materials of new and good quality
        (the “ Warranty
        Service ”).
        If
        Seller fails to complete the correction of any Defective Work of which it
        has
        been notified or which it has discovered, including the repair or replacement
        of
        defective parts or equipment, within a reasonable period of time, which shall
        not in any case be less than __ weeks, Owner may notify Seller in writing
        that
        it intends to initiate required repairs one week after the date of notice.
        If
        Seller fails to promptly initiate the required Warranty Service after such
        notice, Owner may proceed to have the necessary repairs made and Seller shall
        be
        responsible for the reasonable costs and expenses incurred by Owner for such
        repairs. Any part or equipment that is repaired or replaced under the Warranty
        and all associated labor shall be covered by the Warranty for a term equal
        to
        the greater of one (1) year from completion of repairs or the remaining Warranty
        Period.
  (b)  In
        the
        event Seller becomes aware during the Warranty Period of a design,
        manufacturing, component or other defect occurring in twenty percent (20%)
        or
        more of the Wind Turbines installed at the Site, or twenty percent (20%)
        or more
        of wind turbine generators in operation which are manufactured by Seller,
        covered by a warranty from Seller similar to the Warranty, and have the same
        design or components as the Wind Turbines, and which defect, if occurring
        in any
        of the Wind Turbines would constitute Defective Work, Seller shall devise
        a plan
        for correction of the defect or possible defect in all of the Wind Turbines
        if
        it would reasonably be expected to be present therein, at Seller’s expense, and
        the Parties shall agree on the means for implementation of the plan. All
        such
        work performed shall be at Seller’s expense.
  10.4  Conformance
        of Warranty Service to Specifications **.** Seller
        warrants in favor of Owner that all Warranty Service, including all repaired
        or
        replace parts or equipment, shall meet and conform to the requirements of
        the
        Wind Turbine Specifications, Prudent Wind Industry Practices and this
        Agreement.
  10.5  Warranty
        Service at Seller's Cost; Survival **.** Seller
        shall perform all Warranty Service at its own cost and expense. Seller's
        obligation to correct, repair, replace or re-perform Defective Work pursuant
        to
        this Section 10 shall survive the termination or expiration of this Agreement,
        so long as the Defective Work was identified to Seller in accordance with
        the
        provisions of this Section 10 and within the Warranty Period.
  -
            21 -
 10.6  Availability
        Warranty **.** During
        the Warranty Period, Seller warrants that the Wind Turbines, when installed
        in
        accordance with the Erection and Installation Manual, will achieve not less
        than [  *
        *] percent
        Availability for the six-month period after the Final Completion Date and
        not
        less than [*
        *] Availability for the six-month period thereafter, and for each of the subsequent
        years of the Warranty Period (“ Guaranteed
        Availability ”).
        Availability shall be measured in accordance with Exhibit
        R .
        To the
        extent the Wind Turbines fail to achieve the minimum levels of Availability
        stated in this Section 10.6 during any applicable period, Seller agrees and
        acknowledges that Owner will suffer damages in the form of lost revenues
        and
        income and agrees to pay Owner damages in amounts calculated in the manner
        set
        forth in Exhibit
        R (the
“ Availability
        Liquidated Damages **”** ).
        The
        parties agree that the Availability Liquidated Damages are a reasonable
        approximation of the losses and damages likely to be suffered by Owner and
        are
        not intended to be punitive or excessive, and shall be payable notwithstanding
        any provision of this Agreement otherwise limiting consequential damages.
        Seller’s aggregate liability for liquidated damages under this Section 10.6
        shall not exceed an amount equal to [*
        *] of
        the
        Contract Price actually paid by Owner to Seller.
  10.7  Noise
        Warranty **.**
  (a)  Seller
        warrants that the noise created by each Wind Turbine, measured at the Turbine
        Nacelle, shall not at any time exceed a sound pressure level of 106 dB(A)
        at a
        wind speed of 10 meters per second. In addition, the Turbine Equipment shall
        emit no pure tones (all such requirements the “ Noise
        Warranty ”).
  (b)  The
        first
        test of noise levels at any one or more Turbines shall be conducted by a
        qualified expert at Owner’s expense. Testing protocols shall be as set forth in
        IEC 61400-11. Ed. 12-2002, amended and revised.
  (c)  If
        testing reveals that any Wind Turbine fails to meet the Noise Warranty
        established in Section 10.7(a), Seller shall undertake, at its expense, to
        make
        such improvements to the applicable Wind Turbine(s) as are necessary to cause
        each such Wind Turbine to meet the warranted noise level. Seller shall make
        its
        improvements as soon as practicable. Seller shall be responsible for the
        subsequent noise testing of any such Wind Turbines until compliance is attained
        with the Noise Warranty, and all related expenses.
  (d)  In
        the
        event that any Wind Turbine is required to cease or curtail operations to
        meet
        the requirements of Permits or Applicable Laws, and the cessation or curtailment
        is required due to the failure of the Wind Turbine to meet the Noise Warranty,
        any such lost operating hours shall be considered to be hours during which
        the
        Wind Turbine is unavailable for purposes of calculating the Availability
        Warranty.
 [*
            *] This
            material has been omitted pursuant to a request for confidential treatment
            and
            filed separately with the Securities and Exchange
            Commission.
 -
            22 -
 10.8  Power
        Curve Guarantee **.** Seller
        hereby guarantees, based on the performance of a Power Curve Test and at
        the
        time thereof, that the Turbine Measured Power Curve **** of
        the
        Nominated Turbine will be not less than [  *
        *] of the
        power curve for the Wind Turbines set forth in Exhibit
        S ,
        calculated and adjusted
        in accordance with the testing protocol set forth in Exhibit T
        (the
“ Power
        Curve Guarantee ”).
  (a)  Performance
        of Power Curve Test **.** Owner
        may retain a third party, qualified engineer acceptable to Seller to perform
        the
        Power Curve Test in accordance with Exhibit
        T on one
        (1) Wind Turbine designated by Seller and Owner (the “Nominated Turbine”). Owner
        shall pay all costs of any such Power Curve Test if the Wind Turbine passes
        the
        test, and Seller shall pay the costs of any such Power Curve Test if the
        Wind
        Turbine fails the test. The Power Curve Test shall be performed under normal
        operating conditions in accordance with the Power Curve Test Procedures.
        If
        Owner elects to conduct the Power Curve Test, it shall begin no earlier than
        the
        date of Final Completion, and shall be concluded no later than twelve (12)
        months thereafter. Owner will give Seller at least fourteen (14) days prior
        written notice of its intent to perform any Power Curve Test. No later than
        fourteen (14) days following the administration of the initial Power Curve
        Test,
        Owner shall notify Seller in writing whether the Wind Turbines have met or
        failed the Power Curve Test. Seller shall have the right to be present at
        each
        Power Curve Test. The Power Curve Test for the Nominated Turbine shall determine
        the compliance of all Wind Turbines with the Power Curve Guarantee.
  (b)  Failure
        to Perform the Power Curve Test **.** If Owner
        does not complete the Power Curve Test on the Turbines on or before the end
        of
        the period specified in Section 10.8(a), the Wind Turbines shall be deemed
        to
        have satisfied the Power Curve Test and Owner will not be entitled to any
        damages as a result of any failure of the Wind Turbines to meet the Power
        Curve
        Guarantee.
  (c)  Procedures
        on Power Curve Test Failure **.** If the
        Wind Turbines fail the initial Power Curve Test, then for up to ninety (90)
        days
        after Owner notifies Seller of such failure, Seller shall have the right
        to
        cause repairs or replacements to be made to the Turbine Equipment designed
        to
        cause the Turbines to pass the Power Curve Test, at Seller’s expense. Seller may
        request in writing at any time during such ninety (90) day period that Owner
        cause an additional Power Curve Test to be conducted as soon as practicable
        following the expiration of such ninety (90) day period. If the Turbines
        fail
        any such second Power Curve Test, then for up to ninety (90) days after Owner
        notifies Seller of such failure, Seller shall have the right to cause repairs
        or
        replacements to be made to the Turbine Equipment designed to cause the Turbines
        to pass the Power Curve Test, at Seller’s expense. Any such repairs or
        replacements elected to be made by Seller shall be made as soon as is
        practicable. Upon completion of such repairs and replacements, Seller may
        (within 90 days of the failure of the second Power Curve Test) request Owner
        to
        conduct a third Power Curve Test. Each Power Curve Test shall be conducted
        in
        accordance with the requirements of this section and Exhibit
        T ,
        and
        shall be conducted by the same engineer as conducted the first Power Curve
        Test.
        Not later than twenty-one (21) days following the completion of the third
        Power
        Curve Test, Owner shall notify Seller in writing whether the Wind Turbines
        have
        passed or failed to pass the Power Curve Test. If Seller fails to request
        a
        second or third Power Curve Test within the applicable ninety (90) day period,
        then no later than ten (10) Business Days following the expiration of the
        applicable ninety (90) day period, Seller shall pay to Owner the Power Curve
        Liquidated Damages in accordance with the provisions of Section 10.8(d) based
        on
        the results of the immediately preceding Power Curve Test. If a second or
        third
        Power Curve Test is conducted at Seller’s request, and the Wind Turbines fail
        the second Power Curve Test (and Seller does not timely exercise its right
        for a
        third Power Curve Test) or the Wind Turbines fail the third Power Curve Test,
        then Seller shall pay to Owner, no later than thirty (30) Business Days
        following receipt of notice of such failure, the Power Curve Liquidated Damages
        due to Owner in accordance with the provisions of Section 10.8(d) based on
        the
        results of the second or third, as applicable, Power Curve Test. If the
        nominated Wind Turbine passes the second or third Power Curve Test, Seller
        shall
        perform the same repair to all other Wind Turbines having the same defect,
        but
        no further testing of the Wind Turbines shall be required.
  [*
            *] This
            material has been omitted pursuant to a request for confidential treatment
            and
            filed separately with the Securities and Exchange
            Commission.
 -
            23 -
 (d)  Damages
        for Failure to Achieve Power Curve Guarantees **.** If the
        Turbine Measured Power Curve (as determined pursuant to Exhibit
        T )
        for the
        Nominated Turbine with respect to the applicable Power Curve Test is less
        than [  *
        *] of the
        Turbine Guaranteed Power Curve, Seller shall pay Owner, for each year until
        the
        Wind Turbines pass the Power Curve Test, subject to the limitation set forth
        below and as liquidated damages, the sum of [*
        *] for each
        percent, pro-rated for each fraction of a percent (to one one-thousandth
        of a
        percent), that the Turbine Measured Power Curve is less than [*
        *] of
        the
        Power Curve Guarantee; and, to the extent the Turbine Measured Power Curve
        (as
        determined pursuant to Exhibit
        T )
        for the
        Nominated Turbine with respect to the applicable Power Curve Test is less
        than [*
        *] of
        the
        Turbine Guaranteed Power Curve, Seller shall pay Owner, for each year until
        the
        Wind Turbines pass the Power Curve Test, subject to the limitation set forth
        below and as liquidated damages, the sum of [*
        *] for
        each
        percent, pro-rated for each fraction of a percent (to one one-thousandth
        of a
        percent), that the Turbine Measured Power Curve is less than [*
        *] of the
        Power Curve Guarantee (collectively, the “ Power
        Curve Liquidated Damages ”).
        The
        Power Curve Liquidated Damages shall be based on the applicable Power Curve
        Test
        referenced in Section 10.8(c). This Section 10.8 (d) and the repairs
        contemplated by Section 10.8 (c), represent Owner’s sole and exclusive remedies
        for Seller’s failure to achieve the Power Curve Guarantee. Seller’s aggregate
        liability hereunder for Power Curve Liquidated Damages shall not exceed an
        amount equal to [  *
        *] of the
        Contract Price actually paid by Owner to Seller.
 [*
            *] This
            material has been omitted pursuant to a request for confidential treatment
            and
            filed separately with the Securities and Exchange
            Commission.
 -
            24 -
 10.9  Limitations **.** The
        duties, liabilities and obligations of Seller under Sections 10.1 through
        10.8
        apply only to failures relating to the applicable warranties and do not extend
        to any correction, repair or replacement caused or necessitated by: (a) the
        failure of the Wind Turbines to be constructed and installed by Owner at
        the
        Site in accordance with the Wind Turbine Specifications and the Erection
        and
        Installation Manual; (b) the failure of the Site infrastructure to be installed
        or constructed in accordance with Prudent Wind Industry Practices; (c) the
        failure by Owner to operate and maintain the Wind Turbines in accordance
        with
        the Erection and Installation Manual and the O&M Procedures Manual; and/or
        (d) any changes in the Permits and/or Applicable Laws that occur or take
        effect
        after the Effective Date. In connection with satisfaction of the Warranty
        or the
        Availability Warranty, Seller shall be given an opportunity to make such
        diagnostic tests and perform such remedial services as Seller deems appropriate
        in connection with the satisfaction of any warranty claim made by Owner
        hereunder; provided that any such tests and services shall not permit Seller
        to
        delay or avoid its correction obligations under Section 10.3, and the results
        of
        any such tests shall be shared with Owner.
  10.10  WARRANTY
        DISCLAIMER **.** OWNER
        ACKNOWLEDGES AND AGREES THAT SELLER’S WARRANTIES SET FORTH IN THIS AGREEMENT ARE
        EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY,
        FOR TITLE, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
        NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR OTHERWISE. ON THAT BASIS, THERE
        ARE NO
        OTHER WARRANTIES, AGREEMENTS, ORAL OR WRITTEN, OR UNDERSTANDINGS WHICH EXTEND
        BEYOND THOSE SET FORTH IN THIS AGREEMENT WITH RESPECT TO THE MATERIALS,
        EQUIPMENT AND SERVICES PROVIDED BY SELLER.
  10.11   Assignment
        of Manufacturer Warranties Seller agrees to assign to Owner, effective as of
        the expiration of the Warranty Period, any and all beneficial interest in,
        to
        and under any warranties for the Wind Turbine components received by Seller
        from
        the relevant manufacturer, in each case to the extent still in effect, and
        to
        the extent permitted pursuant to the terms of such warranties.
 [*
            *] This
            material has been omitted pursuant to a request for confidential treatment
            and
            filed separately with the Securities and Exchange
            Commission.
 -
            25 -
  **Article
        11**
 **Indemnification
        and Intellectual Property**
  11.1  General
        Indemnification .
  (a)  Seller
        shall indemnify Owner and their successors and permitted assigns, and their
        officers, directors, members, partners, agents and employees, and shall defend,
        save and hold each of them harmless from and against all losses and claims
        for
        bodily injury to or death of any individual or damage to any tangible property
        of a third party and against all losses, claims, demands, proceedings, damages,
        liabilities, costs, charges and expenses (including, but not limited to,
        reasonable attorneys’ fees) whatsoever incurred by or asserted against any of
        them arising out of or in consequence of the conduct of Seller or of Seller’s
        employees, agents, or Subcontractors on the Site.
  (b)  Owner
        shall indemnify Seller, its successors and permitted assigns, and their
        officers, directors, agents and employees, and shall defend, save and hold
        each
        of them harmless from and against all losses and claims for bodily injury
        to or
        death of any individual or damage to any tangible property of a third party
        and
        against all claims, demands, proceedings, damages, liabilities, costs, charges
        and expenses (including reasonable legal fees) whatsoever in respect thereof
        or
        in relation thereto incurred by or asserted against any of them arising out
        of
        or in consequence of the conduct of Owner or of Owner’s employees, agents or
        Subcontractors on the Site.
  11.2  Owner’s
        Hazardous Substance Indemnity
  11.3  .
        Owner
        shall indemnify, defend and hold harmless Seller, its officers, directors,
        employees, agents, Affiliates, and representatives, from and against any
        and all
        claims, demands, suits, liabilities, injuries (personal or bodily), property
        damage, causes of action, losses, costs, expenses, damages or penalties,
        including court costs and reasonable attorneys’ fees, arising out of, or
        resulting from, or occasioned by or in connection with any Hazardous Substance
        existing at the Site as of the Effective Date, or introduced to the Site
        after
        the Effective Date by any Person other than Seller, its Affiliates, or their
        respective agents and employees.
  11.4  Seller’s
        Hazardous Substance Indemnity
  -
            26 -
 11.5  .
        Seller
        shall indemnify, defend and hold harmless Owner, its officers, directors,
        employees, agents, Affiliates, and representatives, from and against any
        and all
        claims, demands, suits, liabilities, injuries (personal or bodily), property
        damage, causes of action, losses, costs, expenses, damages or penalties,
        including court costs and reasonable attorneys’ fees, arising out of, or
        resulting from, or occasioned by or in connection with any Hazardous Substance
        introduced to and released at the Site by Seller, its Affiliates or their
        respective agents and employees.
  11.6  Intellectual
        Property; License **.**
  (a)  Seller
        agrees to procure and acquire all necessary patents, copyrights, trade names,
        trademarks, trade dress service marks, trade secrets, and applications for
        any
        of the foregoing, software, firmware, mask works, industrial design rights,
        rights of priority, know-how, design flows, methodologies and any and all
        other
        intangible proprietary information whose protection is legally recognized
        (the
“ Intellectual
        Property ”)
        which
        to Seller’s knowledge is necessary for it to meet its obligations under this
        Agreement, including the obligations to sell and Deliver the Turbine Equipment
        free of any adverse claims by any other Person, or which is necessary for
        Owner
        to install, use, operate and maintain the Turbine Equipment. Seller expressly
        reserves all other intellectual property rights with respect to the Turbine
        Equipment and otherwise.
  (b)  The
        Intellectual Property and any other drawings, specifications, designs, plans
        and
        other documents prepared by or on behalf of Seller and/or its Subcontractors
        in
        connection with the Turbine Equipment (collectively, the “ Design
        Materials ”)
        are
        and shall remain the exclusive property of Seller or the Subcontractors,
        as the
        case may be. Effective upon execution of this Agreement with respect to Design
        Materials necessary for installation of the Turbine Equipment, and upon
        Commissioning with respect to all other Design Materials, Seller hereby grants
        and will cause to be granted and delivered to Owner from Subcontractors,
        whichever is appropriate, a paid-up, non-exclusive license for Owner to use,
        reproduce and have reproduced such Design Materials, subject to the restrictions
        set forth below:
  (i)  All
        rights with respect to the Intellectual Property or any of the Design Materials
        shall remain the property of Seller or the appropriate subcontractor, whether
        or
        not the Turbine Equipment is installed, and Owner recognizes that Seller
        may be
        entitled to injunctive or other equitable or preliminary relief in order
        to
        protect the integrity or confidentiality of the Design Materials;
        and
  (ii)  Owner
        shall not, without the prior written consent of Seller, use such Design
        Materials, in whole or in part, in relation to any project other than the
        facilities for Owner on and near the Project Site. Owner may only use that
        portion of the Design Materials related solely to the operation, maintenance
        and
        repair of the Turbine Equipment after Commissioning.
  (iii)  Owner
        shall provide to Seller prompt access to all technical, operational and
        maintenance and other information it receives or collects in connection with
        the
        Turbines.
  -
            27 -
 11.7  Indemnification
        Regarding Infringement . Seller
        warrants and represents that the Wind Turbines provided to Owner for use
        at the
        Site and the Intellectual Property will not infringe on any patent, trademark,
        copyright or other intellectual property right of any other Person. In the
        event
        any Person brings a claim, suit or proceeding against Owner or Owner’s
        Subcontractors alleging any such infringement, Seller shall indemnify, defend
        and hold Owner and Owner’s Subcontractors harmless against any and all losses,
        damages, charges, costs and expenses (including reasonable attorneys’ fees)
        incurred by Owner or Owner’s Subcontractors as a result of or arising from any
        such claim of infringement, whether rightful or otherwise. In the event any
        Intellectual Property or Wind Turbine is held to constitute infringement
        and/or
        its use is enjoined, Seller shall, at its sole expense, either procure for
        Owner
        an irrevocable, royalty-free license to continue using such Intellectual
        Property or Turbine Equipment, replace the applicable rights or equipment
        with
        substantially equal but noninfringing rights or equipment, or modify the
        infringing equipment so as to make it noninfringing, provided that no such
        replacement or modification shall in any way relieve Seller of its obligations
        under this Agreement. Seller shall assume on behalf of Owner and control
        and
        conduct with due diligence and in good faith the defense and settlement of
        any
        such claim against Owner, whether or not Seller shall be joined therein,
        and
        Owner shall cooperate with Seller in such defense and settlement. Owner shall
        notify Seller within a reasonable period of time of receipt of knowledge
        of such
        claim and Owner shall promptly provide to Seller all information that it
        has
        received with respect to such claim.
  11.8  Escrow
        Agreement Within
        ninety (90) days following the Effective Date, Owner and Supplier shall enter
        into the Escrow Agreement and Supplier shall deliver all documents required
        thereunder.
  **Article
        12**
 **Representations
        and Warranties of Owner**
  12.1  Owner
        Representations and Warranties .
        Owner
        represents and warrants to Seller as follows:
  (a)  Due
        Organization: Good Standing .
        Owner
        is an Idaho limited liability company duly organized, validly existing and
        in
        respect of which no action relating to insolvency, liquidation or suspension
        of
        payments has, to the knowledge of Owner, been taken.
  (b)  Due
        Authorization .
        The
        execution, delivery and performance of this Agreement by Owner have been
        duly
        authorized by all necessary action on the part of Owner in accordance with
        Owner’s charter documents and do not and shall not require the consent of any
        trustee or holder of any indebtedness or other obligation of Owner or any
        other
        Party to any other agreement with Owner.
  -
            28 -
 (c)  Execution
        and Delivery .
        This
        Agreement has been duly executed and delivered by Owner, and constitutes
        the
        legal, valid, binding and enforceable obligations of Owner.
  (d)  Governmental
        Approvals .
        No
        governmental authorization, approval, order, license, permit, franchise or
        consent, and no registration, declaration or filing with any Governmental
        Authority is required on the part of Owner in connection with the execution,
        delivery and performance of this Agreement which has not already been obtained
        or which Owner anticipates shall be timely obtained in the ordinary course
        of
        performance of this Agreement.
  (e)  Site
        Access .
        No
        lease, easement or right of way from any third party is required on the part
        of
        Owner in connection with the execution, delivery and performance of this
        Agreement which has not already been obtained or which Owner anticipates
        shall
        be timely obtained in the ordinary course of performance of this
        Agreement.
  12.2  Seller
        Representations and Warranties .
        Seller
        hereby represents and warrants to Owner as follows:
  (a)  Due
        Organization Good Standing .
        Seller
        is a corporation duly organized and validly existing under the laws of the
        State
        of Nevada and in respect of which no action relating to insolvency, liquidation
        or suspension of payments has, to the knowledge of Seller, been
        taken.
  (b)  Due
        Authorization .
        The
        execution, delivery and performance of this Agreement by Seller have been
        duly
        authorized by all necessary corporate action on the part of Seller and do
        not
        and shall not require the consent of any trustee or holder of any indebtedness
        or other obligation of Seller or any other Party to any other agreement with
        Seller.
  (c)  Execution
        and Delivery .
        This
        Agreement has been duly executed and delivered by Seller, and constitutes
        the
        legal, valid, binding and enforceable obligations of Seller.
  (d)  Governmental
        Approvals .
        No
        governmental authorization, approval, order, license, permit, franchise or
        consent, and no registration, declaration or filing with any Governmental
        Authority is required on the part of Seller in connection with the execution,
        delivery and performance of this Agreement which has not already been obtained
        or which Seller anticipates shall be timely obtained in the ordinary course
        of
        performance of this Agreement.
  (e)  Title
        to
        Wind Turbines .
        When
        the title of the Wind Turbines is transferred to Owner from Seller under Section
        5.5 :
        (a)
        Owner shall have good and marketable title to the Wind Turbines free and
        clear
        of all claims, liens or other encumbrances, other than any such liens or
        other
        encumbrances arising in connection with the performance of the Owner’s Work and
        any security interest granted in favor of Seller as described in Section
        5.5 ;
        (b) no
        instrument or other document shall be required to be delivered to Owner in
        order
        to effect the sale of the Wind Turbines from Seller to Owner, or if any such
        instrument or other document is so required, then Seller shall have delivered
        such instrument or other document to Owner; and (c) no component Part or
        the
        whole of any Wind Turbine shall be the subject of any retention of title
        in
        favor of any supplier thereof.
  -
            29 -
 **Article
        13**
 **Excusable
        Delay; Default; Cure**
  13.1  Excusable
        Delay .
        Except
        as specified in Section
        5.2 with
        respect to the Delivery Schedule, no delay in performance by any Party hereunder
        shall constitute a default under this Agreement if, and to the extent, such
        delay is caused by an Excusable Delay. In the event of an Excusable Delay,
        the
        Parties shall negotiate in good faith for equitable adjustments in price
        and
        schedule necessary and appropriate to mitigate as much as possible the effect
        of
        such Excusable Delay.
  13.2  Notice .
  (a)  Any
        Party
        delaying performance hereunder as a result of an Excusable Delay shall give
        written notice to the other Party as soon after becoming aware of the Force
        Majeure Event constituting such Excusable Delay as is reasonably possible,
        but
        in all events within five (5) Business Days after the Party delaying performance
        becomes aware of such event.
  (b)  Seller
        shall give written notice to Owner as soon after Seller becomes aware of
        any
        strikes, lockouts or other labor disputes occurring, or threatened or scheduled
        to occur, with respect to any of the factories, offices or other facilities
        of
        any of Seller’s or its Affiliates’ suppliers or subvendors.
  13.3  Default .
  (a)  Event
        of Default. If
        during the term of this Agreement, either Party breaches any of the material
        covenants or conditions of this Agreement, or if Composite Technology
        Corporation breaches any of its material obligations under the Composite
        Technology Corporation Guaranty, and as a direct and proximate result of
        any
        such material breach another Party hereunder (the Owner, in the case of such
        a
        breach by Composite Technology Corporation under the Composite Technology
        Corporation Guaranty) suffers material harm or damage (except in the case
        of an
        Excusable Delay of such Party), then the other Party shall give notice to
        such
        breaching Party (including the Seller in the case of such a breach by Composite
        Technology Corporation under the Composite Technology Corporation Guaranty)
        of
        the material event of default, specifying in detail the nature thereof, and
        the
        amount thereof if it is a default which may be cured by the payment of
        money.
  -
            30 -
 (b)  Bankruptcy
        Event of Default .
        It
        shall be an event of default hereunder with respect to a Party hereto if
        such
        Party (and, in the case of Seller, if Composite Technology Corporation) becomes
        insolvent, or generally does not pay its debts as they become due, or admits
        in
        writing its inability to pay its debts, or makes a general assignment for
        the
        benefit of creditors, or if insolvency, receivership, reorganization or
        bankruptcy proceedings are commenced by or against such Party (or, in the
        case
        of Seller, against Composite Technology Corporation).
  (c)  Cure
        Rights. In the
        case of an event of default under Section
        13.3(a) ,
        if,
        after the expiration of a grace period of thirty (30) Days after the service
        of
        notice as provided therein, the event of default upon which such notice was
        based shall continue to exist (or in the case of an event of default which
        cannot with due diligence be remedied within a period of thirty (30) Days,
        the
        breaching Party fails to commence within a period of thirty (30) Days after
        the
        service of such notice to remedy such event of default and to proceed with
        all
        due diligence thereafter to remedy such event of default within a reasonable
        period of time), then the breaching Party (including Seller in the case of
        such
        a breach by Composite Technology Corporation under the Composite Technology
        Corporation Guaranty) shall be in default under this Agreement, and the
        non-breaching Party shall be entitled to the remedies set forth in Section
        13.3(d) .
  (d)  Remedies .
        In the
        case of a bankruptcy event of default pursuant to Section 13.3(b) or a
        default after any applicable cure period pursuant to Section
        13.3(c) ,
        the
        non-breaching Party shall be entitled to all remedies in law or in equity
        on
        account of such default, including, without limitation, the right, in the
        non-breaching Party’s sole discretion, to either continue its rights and
        obligations under this Agreement in full force and effect or, by written
        notice
        to the breaching Party, to terminate its obligations under this Agreement
        and
        all obligations of the non-breaching Party hereunder. In any event, the
        non-breaching Party shall continue to be entitled to any and all remedies
        under
        this Agreement or at law or in equity.
  (e)  Financing
        Party Cure Rights .
        Seller
        shall, conditioned upon prior receipt of the name and address of the Financing
        Parties for the Project, give such Party or Parties notice of any default
        at the
        same time as providing notice to the defaulting Party under Section
        13.3(a) .
        Following receipt of such notice, the Financing Parties shall, for the same
        period provided to the defaulting Party, have the right (but not the obligation)
        to cure such default, and if so cured, this Agreement shall continue in full
        force and effect.
  -
            31 -
 **Article
        14**
 **Disputes**
  14.1  Dispute
        Resolution . Any
        controversy or claim arising out of, or relating to, this Agreement, or to
        the
        making, performance, or interpretation thereof, shall be tried by a single
        referee in San Francisco, California, pursuant to the provisions of Title
        8,
        Chapter 6 of the California Code of Civil Procedure (commencing with Section
        638).
  14.2  Applicable
        Law .
        This
        Agreement shall be interpreted and governed by the laws of the State of
        California and/or the laws of the United States, as applicable..
  **Article
        15**
 **General
        Provisions**
  15.1  Waiver .
        Unless
        expressly provided herein no delay or omission by the Parties hereto in
        exercising any right or remedy provided for herein shall constitute a waiver
        of
        such right or remedy nor shall it be construed as a bar to or waiver of any
        such
        right or remedy on any future occasion.
  15.2  Successors
        and Assigns .
        This
        Agreement shall be binding upon and shall inure to the benefit of the Parties’
successors and assigns. Seller agrees that Owner may, at any time, grant
        Financing Parties a security interest in this Agreement. Owner may, at any
        time,
        assign this Agreement to an Affiliate of Owner, provided the requirements
        of
        Section 5.1 for a lender’s funding obligation or a letter of credit are
        satisfied. Except as expressly provided in this Section
        15.2 ,
        no
        Party may assign or transfer this Agreement, in whole or in part, except
        upon
        the prior written consent of the other Party hereto, which consent shall
        not be
        unreasonably withheld. It shall be deemed reasonable for Owner to withhold
        consent to an assignment by Seller absent any agreement by Composite Technology
        Corporation to guarantee performance by Seller’s assignee or the provision by
        the assignee of a replacement guaranty in form and substance and from an
        entity
        reasonably acceptable to Owner and the Financing Parties. In connection with
        any
        permitted full or partial assignment under this Section
        15.2 ,
        the
        Parties agree to execute one or more consents to assignment with terms and
        conditions as may be reasonably requested by such assignee; provided that
        no
        Party shall be under an obligation to amend or modify this Agreement as a
        condition to such assignment; and provided further that each such assignee
        of
        this Agreement shall expressly acknowledge the rights and remedies of the
        Financing Parties hereunder (to the extent applicable) and shall assume any
        of
        the assigning Party’s obligations related thereto. In the event Financing
        Parties, whether pursuant to a security interest or otherwise, succeed to
        the
        rights and obligations of Owner hereunder, Seller shall recognize such Financing
        Parties as a Party to this Agreement.
  15.3  Notices .
        Any
        notice required or authorized to be given hereunder or any other communications
        between the Parties provided for under the terms of this Agreement shall
        be in
        writing (unless otherwise provided) and shall be served personally or by
        reputable express courier service or by facsimile addressed to the relevant
        Party at the address stated below herein or at any other address notified
        by
        that Party to the other as its address for service. Any notice so given
        personally shall be deemed to have been served on delivery, any notice so
        given
        by express courier service shall be deemed to have been served two (2) Business
        Days after the same shall have been delivered to the relevant courier, and
        any
        notice so given by facsimile shall be deemed to have been served on dispatch.
        As
        proof of such service it shall be sufficient to produce a receipt showing
        personal service, the receipt of a reputable courier company showing the
        correct
        address of the addressee or an activity report of the sender’s facsimile machine
        showing the correct facsimile number of the Party on whom notice is served
        and
        the correct number of pages transmitted. The Parties’ addresses for service
        are:
  -
            32 -
  To
                  Owner:
              XRG
                  Development Partners, LLC
 c/o
                  Exergy Development Group of Idaho,
                  LLC
 802
                  W Bannock Street, Suite 1200
 Boise,
                  ID 83702
 Attn:
                  James T. Carkulis
 Facsimile:
                  (208) 336-9431 Telephone:
                (208) 336-9793
 Email:
                  jcarkulis@xrgdevelopment.com
 
 
 To
                  Seller:
              DEWIND,
                  Inc.
 
 2026
                  McGraw Avenue
 Irvine,
                  CA 92614
 Attn:
                  Andrew Lockhart Facsimile:
                (949) 660-1533 Telephone:
                (949) 428-8500
 Email:
                  alockhart@compositetechcorp.com
 
 15.4  Amendments .
        This
        Agreement may be modified or amended only by an instrument in writing signed
        by
        all Parties hereto.
  15.5  Attachments
        Incorporated .
        The
        exhibits and appendices attached hereto are hereby incorporated and made
        a part
        of this Agreement.
  15.6  Entire
        Agreement .
        The
        terms and conditions set forth herein, together with those set forth on all
        exhibits and appendices attached hereto, constitute the complete statement
        of
        the agreement between Owner and Seller relating to the subject matter hereof
        and
        thereof. No prior statement, correspondence or parole evidence shall modify
        or
        affect the terms and conditions hereof or thereof nor shall such prior
        statements, correspondence or parole evidence be introduced or considered
        in any
        judicial or arbitral proceeding. Prior representations, promises, warranties
        or
        statements by any agent or employee of Seller or Owner that differ in any
        way
        from the terms and conditions hereof or thereof shall be given no
        effect.
  -
            33 -
 15.7  No
        Merger .
        All
        covenants, representations and warranties of the Parties hereto provided
        in this
        Agreement shall survive, and shall not merge into the conveyances, assigns,
        deeds or any other documents or transactions.
  15.8  Attorneys’
        Fees . In
        any
        proceeding to enforce the provisions of this Agreement, the prevailing Party
        in
        such proceeding shall be entitled to recover reasonable legal fees, costs
        and
        expenses (including at trial and appellate levels and in bankruptcy proceedings)
        from the losing Party.
  15.9  Site
        Regulations .
        All
        pertinent regulations and rules which may be in effect at the Site regarding
        passes, badges, safety and proper conduct on the property shall be observed
        by
        Seller and its agents and employees.
  15.10  Confidentiality .
  (a)  Seller
        hereby undertakes to keep confidential, except as may be explicitly approved
        by
        Owner, or as may be necessary for the proper discharge by Seller of its duties
        under this Agreement, or as may be necessary to be disclosed to taxing
        authorities and accountants preparing Seller’s tax reports and filings or as may
        be necessary to respond to legal process, all details of Owner’s business, the
        location and identification of the Project and the Site or any potential
        Site,
        the progress of any construction activities, and the business of any member
        of
        Owner.
  (b)  Owner
        hereby undertakes to keep confidential, except as may be explicitly approved
        by
        Seller, or as may be necessary for the proper discharge by Owner of its duties
        under this Agreement, or as may be necessary to be disclosed to taxing
        authorities and accountants preparing Owner’s tax reports and filings or as may
        be necessary to respond to legal process, or as previously disclosed to the
        public, this Agreement and all documentation and data, including but not
        limited
        to all Intellectual Property and Design Data.
  (c)  Notwithstanding
        the provisions of subsections (a) and (b) above, Seller and Owner shall be
        entitled to the extent necessary for the performance of its respective duties
        hereunder to allow access to details relating to the business of the other
        Party
        exclusively to such of its employees and consultants who are directly concerned
        with the carrying out of its duties under this Agreement provided that each
        Party shall inform each of such persons of the confidential nature of such
        information and of that Party’s obligations of confidentiality in respect
        thereof and such Party shall be responsible for any breach of such obligations
        by any of its employees or consultants.
  -
            34 -
 (d)  All
        public announcements in relation to the subject matter of this Agreement
        shall
        be subject to the prior notification to the other Party by the Party desiring
        to
        make such announcement and such other Party shall have three (3) Business
        Days
        to comment on and/or approve such announcement (such approval not to be
        unreasonably withheld); provided that such approval shall be deemed given
        if
        such approval, comment or other response is not received by the announcing
        Party
        within such three (3) Business Day period. The Parties consent in advance
        to the
        reference to the Project and/or the use of the Seller’s Wind Turbines in such
        Project in each Party’s publicly distributed materials.
  15.11  Wind
        Speed Projections .
        Seller
        shall have no responsibility or liability for any purposes hereunder for
        the
        collection or evaluation of the wind data collected prior to the Effective
        Date,
        or for the accuracy of the wind speed projections and financial
        projections.
  15.12  Documentation
        and Correspondence .
        All
        documentation and correspondence to be delivered between the Parties pursuant
        to
        this Agreement shall be in the English language.
  15.13  Counterparts .
        This
        Agreement may be executed by the Parties in one or more counterparts, all
        of
        which taken together, shall constitute one and the same instrument. Facsimile
        signatures shall have the same effect as original signatures. A Party delivering
        facsimile counterpart signature pages shall promptly thereafter deliver original
        counterpart signature pages.
  15.14  Limitation
        of Liability and Exclusions .
        Except
        as otherwise provided in this Agreement the following limitations of liability
        apply: no Party shall be liable for any indirect, special, incidental or
        consequential damages, including without limitation, loss of profit, loss
        of
        revenue, loss of use, loss of power, cost of replacement power, or cost of
        capital, or for punitive damages, arising out of or in relation to the
        performance of this Agreement whether or not such liability is claimed in
        contract, equity, tort or otherwise. The foregoing limitation shall not:
        (x)
        preclude recovery, where applicable, of liquidated amounts or refunds hereunder;
        (y) limit recovery under any indemnity in Article
        11 ,
        or (z)
        limit Owner’s recovery of actual damages under Sections 5.3 (e) and (f).
        Seller’s entire liability to Owner under this Agreement (including, without
        limitation, liability for breach of contract, breach of warranty, negligence
        or
        any other legal or equitable theory) shall in no event exceed the Contract
        Price
        for whatever and all reasons whatsoever. Notwithstanding the foregoing, in
        the
        case of liquidated damages payable under this Agreement pursuant to Sections
        5.3, 10.6 or 10.8, the aggregate liability of Seller for all such damages
        shall
        not exceed [  *
        *] of the
        Contract Price, as adjusted pursuant to this Agreement. Owner hereby expressly
        waives and releases Seller from any and all losses, damages or remedies in
        excess of such amounts.
  -
            35 -
 15.15  Cooperation
        With Financing Parties .
        Seller
        shall, at the Financing Parties request: (a) enter into and deliver to Owner
        a
        customary consent agreement and related documentation; and (b) procure the
        legal
        opinion of its counsel, each in a form and substance reasonably acceptable
        to
        the Financing Parties.
  
  
  **[SIGNATURE
        PAGE FOLLOWS]**






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





-
          36 -


IN
      WITNESS WHEREOF, this Agreement has been executed and delivered by the duly
      authorized representatives of Owner and Seller as of the date of the first
      written above.






XRG DEVELOPMENT PARTNERS, LLC
              an
                Idaho limited liability company
            
            DEWIND,
                INC.,
              a
                Nevada corporationBy:
            
            /s/
            
            By:
            
            /s/Name:
            
            James
              T. Carkulis
            
            Name:
            
            Michael
              PorterTitle:
            
            Manager
            
            Title:
            
            President




-
          37 -





**APPENDIX
      I TO TURBINE SUPPLY AGREEMENT**




**DEFINITIONS**




“ Affiliate ”
means
      any Person who (whether through one or more intermediaries) directly or
      indirectly controls, is controlled by, or is under common control with, any
      other Person.




“ Agreement ”
means
      this Turbine Supply Agreement.




“ Applicable
      Laws ”
means
      all laws, treaties, ordinances, codes, judgments, decrees, directives,
      guidelines, policies, injunctions, writs, orders, rules, regulations,
      interpretations, Permits and all similar forms of decisions of any Governmental
      Authority having jurisdiction over the Wind Turbines, the Site, or affecting
      the
      performance of the obligations of the Parties hereunder.




“ Availability ”
shall
      have the meaning ascribed to such term in Exhibit R.




“ Availability
      Liquidated Damages ”
shall
      have the meaning ascribed to such term in Section
      10.6 .




“ Business
      Day ”
means
      every Day other than a Saturday, Sunday or a Day on which the Federal Reserve
      Bank of New York is closed for a scheduled holiday.




“ Certificate
      of Design Approval ”
means
      a
      DEWI-OCC certificate based on Germanischer Lloyd’s 2004 standards (GL Wind
      Guideline for the Certification of Wind Turbines - Edition 2003 with Supplement
      2004)) and on IEC 61400-1 Third Edition 2005 for Class IIa
      conditions.




“ Change
      Order ”
shall
      have the meaning ascribed to such term in Section 4.3(a).




“ Commissioned ”
and
      “ Commissioning ”
means,
      with respect to each WTG: (i) Mechanical Completion for such WTG has
      occurred; and (ii) Owner or Owner’s representative has countersigned the
      Commissioning Certificate for such WTG.




“ Commissioning
      Certificate ”
has
      the
      meaning ascribed to such term in Section 9.1 .




“ Commissioning
      Procedures ”
means
      the Commissioning Procedures set forth in Exhibit D .




“ Contract
      Price ”
has
      the
      meaning ascribed to such term in Section 4.1 .




-
          38 -


“ Consumer
      Price Index ”
      means...




“ Day ”
or
      “ Days ”
means
      a
      calendar day or days.




“ Defective
      Work ”
has
      the
      meaning ascribed to such term in Section
      10.1 .




“ Delivery
      Date ”
means
      the date for delivery of the Wind Turbines to the Designated Delivery Locations
      as set forth in the Delivery Schedule.




“ Delivery
      Schedule ”
means
      the detailed Wind Turbine delivery shipment schedule to be set forth in Exhibit
      E .




“ Design
      Materials ”
has
      the
      meaning ascribed to such term in Section
      11.2(b) .




“ Designated
      Delivery Location ”
has
      the
      meaning ascribed to such term in Section
      3.1 .




“DEWI”
      means Deutsches Windenergie-Institute.




“DEWI-OCC”
      means DEWI Offshore Certification Center.




“ Effective
      Date ”
has
      the
      meaning ascribed to it in the preamble of this Agreement.




“ Erection
      and Installation Manuals ”
means
      the Seller’s erection and installation manuals attached as Exhibit F .




“ Composite
      Technology Corporation Guaranty ”
has
      the
      meaning set forth in the recitals.




“ Excusable
      Delay ”
means
      a
      delay in performance resulting from a Force Majeure Event, provided
      that:




(i)  the
      affected Party gives the other Party written notice describing the Force Majeure
      Event promptly after the affected Party becomes aware of such occurrence, the
      affected Party shall give the other Party as soon as reasonably possible after
      the Force Majeure Event written notice estimating the Force Majeure Event’s
      expected duration and probable impact on the performance of such Party’s
      obligations under this Agreement, and such affected Party shall periodically
      furnish timely reports of any material developments with respect thereto during
      the continuation of the Force Majeure Event;




(ii)  the
      suspension of performance shall be of no greater scope and of no longer duration
      than is reasonably required by the Force Majeure Event;




-
          39 -


(iii)  no
      liability of either Party which arose before the occurrence of the Force Majeure
      Event shall be excused as a result of the occurrence;




(iv)  the
      affected Party shall exercise all reasonable efforts to mitigate or limit
      damages to the other Party;




(v)  the
      affected Party shall use all reasonable efforts to continue to perform its
      obligations under this Agreement and to correct or cure the event or condition
      excusing performance; and




(vi)  when
      the
      affected Party is able to resume performance of the affected obligations under
      this Agreement, that Party shall give the other Party written notice to that
      effect, and the affected Party promptly shall resume performance under this
      Agreement.




“ Final
      Completion ”
has
      the
      meaning set forth in Section
      9.3 .




“ Final
      Completion Certificate ”
has
      the
      meaning set forth in Section
      9.3(e) .




“ Final
      Completion Date ”
means
      the date on which Final Completion is achieved.




“ Financing
      Parties ”
means
      any parties providing interim or permanent financing for the Project or for
      its
      development or construction, and any trustee or agent acting on behalf of any
      of
      them.




“ Force
      Majeure Event ”
means
      any event that wholly or partly prevents or delays the performance of any
      obligation arising under this Agreement, but only if and to the extent:
      (i) such event is not within the reasonable control, directly or
      indirectly, of the Party affected; (ii) such event cannot be or be caused
      to be prevented, avoided or removed by such Party by the exercise of reasonable
      care; and (iii) such event is not the direct or indirect result of a
      Party’s fault, negligence or the failure of such Party to perform any of its
      obligations under this Agreement; and shall also include, without limitation:
      acts of war, sabotage, terrorism, rebellion, insurrection, acts of foreign
      enemies, military or usurped power or martial law, expropriation or confiscation
      of facilities or property by order of any Governmental Authority, fires, floods,
      hail, explosions, winds over twenty-five (25) meters per second, lightning,
      lightning-induced surges, unexpected high and low voltage, transmission outages
      or sudden or disruptive electrical events or disturbances on the Grid or delays
      in the Project’s interconnection to the Grid, extraordinary airborne debris,
      surface water, waves, tidal water or tidal wave, overflow of streams or other
      bodies of water, water below the surface of the ground, earth movement
      including, but not limited to, earthquake, landslide, mud flow, earth sinking,
      earth rising or shifting, and other acts of God, strikes, crashing vehicles
      or
      aircraft, unavoidable casualties, vandalism, malicious mischief, theft and
      attempted theft, but expressly excluding, as to Seller or any of its affiliates,
      any failure of performance of any contractual provision by Seller (except to
      the
      extent caused by a Force Majeure Event), unavailability, late delivery or
      breakage of equipment or materials (except to the extent caused by a Force
      Majeure Event) and economic hardship.




-
          40 -


“ Germanischer
      Lloyd ”
means
      Germanischer Lloyd AG, with headquarters in Hamburg, Germany (or if Germanischer
      Lloyd AG ceases to exist or to perform design assessments and certifications
      for
      wind turbine generators, another reputable wind turbine generator certification
      agency or entity mutually, reasonably approved by Owner and
      Seller).




“ Governmental
      Authority ”
means
      any federal, state, local or other governmental, judicial, public or statutory
      instrumentality, tribunal, agency, authority, body or entity, or any political
      subdivision thereof, having legal jurisdiction over the matter or person in
      question.




“ Guaranteed
      Availability ”
shall
      have the meaning set forth in Section
      10.6 .




“ Guarantor ”
means
      Composite Technology Corporation.




“ Intellectual
      Property ”
shall
      have the meaning set forth in Section
      11.2(a) .




“MTPA” shall
      have the meaning set forth in Recital E.




“ Mechanical
      Completion ”
means
      with respect to an individual WTG, that a Mechanical Completion Certificate
      has
      been issued in respect of such WTG by the Owner and confirmed by Seller without
      any outstanding work indicated pursuant to Section 6.3(c) .




“ Mechanical
      Completion Certificate ”
means
      the certificate to be issued by Owner pursuant to Section 6.3(b) .




“ Noise
      Warranty ”
shall
      have the meaning ascribed to such term in Section
      10.7 .




“ Notice
      to Proceed ”
has
      the
      meaning ascribed to such term in Section 5.1 .




“ O&M
      Procedures Manual ”
means
      the O&M procedures manual prepared by Owner as well as all operating manuals
      supplied by all vendors or manufacturers for all material Parts, components
      and
      systems of the Project.




“ Owner ”
means Big
      Blue
      Windfarm, LLC ,
      an
      Idaho limited liability company.




“ Owner
      Caused Delay ” means
      an
      event that wholly or partly prevents or delays Seller’s performance of any
      obligation arising under this Agreement due to any suspension for convenience
      by
      Owner, or due to the delay or default of any Owner obligation hereunder, whether
      by Owner or by any of Owner’s Subcontractors.




-
          41 -


“ Owner’s
      Representative ”
has
      the
      meaning ascribed to such term in Section 8.5 .




“ Owner’s
      Work ”
means
      the design, supply, and construction of all improvements to and components
      of
      the Project other than Seller’s Work.




“ Parts ”
means
      all appliances, parts, instruments, appurtenances, accessories, furnishings,
      materials and other equipment described in Exhibit A-1 .




“ Party ”
or
      “ Parties ”
refer
      to the entities identified as such in the preamble to the agreement in which
      the
      term is used.




“ Permits ”
means
      a
      waiver, exemption, variance, certificate, franchise, permit, authorization,
      license or similar order of or from, or filing or registration with, or notice
      to, any Governmental Authority having jurisdiction over the Project, the Site,
      or the operations related thereto.




“ Person ”
means
      any individual, corporation, association, partnership, limited liability
      company, joint stock company, trust, unincorporated organization, joint venture,
      government or political subdivision or agency thereof.




“ Power
      Curve Guarantee ”
shall
      have the meaning set forth in Section
      10.8 .




“ Power
      Curve Liquidated Damages ”
shall
      have the meaning set forth in Section
      10.8(d) .




“ Power
      Curve Test ” means
      the
      test conducted in accordance with Section 10.8 to determine the output
      performance of the Wind Turbines.




“ Project ”
means
      the integrated **36** megawatt
      wind-powered electricity generating plant to be located on the Site, consisting
      of all structures, facilities, appliances, lines, conductors, instruments,
      equipment, apparatus, components, roads and other property comprising and
      integrating the entire facility described in the Wind Turbine Specifications
      and
      all other equipment, labor, services and materials to be furnished under this
      Agreement and the balance-of-plant agreement for the Project




“ Project
      Mechanical Completion ”
means
      that Mechanical Completion has been achieved with respect to all of the WTGs
      included in the Project.




“ Project
      Mechanical Completion Certificate ”
has
      the
      meaning ascribed to such term in Section 6.3(d) .




“ Prudent
      Wind Industry Practices ”
means
      those practices, methods, standards and acts that are generally accepted in
      the
      wind power industry in the United States that at a particular time in the
      exercise of reasonable judgment in light of the facts known at the time a
      decision was made, would have been expected to accomplish the desired result
      in
      a manner consistent with Applicable Laws and the Wind Turbine
      Specifications.




-
          42 -


“ Reliability
      Test ”
means
      the 100-hour test to be performed on the Wind Turbines, in accordance with Exhibit
      U .




“ Seller ”
means
      DeWind, Inc., a Nevada corporation, in its capacity as Seller under this
      Agreement.




“ Seller’s
      Documents ”
has
      the
      meaning ascribed to such term in Section
      6.1(d).




“ Seller’s
      Representative ”
has
      the
      meaning ascribed to such term in Section 8.6 .




“ Seller’s
      Work ”
means
      the design, manufacture, delivery, technical assistance, and Commissioning
      of
      the Wind Turbines pursuant to this Agreement.




“ Service
      Agreement ”
has
      the
      meaning ascribed to such term in Section
      10.2 of this
      Agreement.




“ Site ”
has
      the
      meaning ascribed to such term in Exhibit
      B to this
      Agreement.




“ Subcontractor ”
means
      any Person which performs work for, or provides materials or equipment to,
      Seller or Owner, as the case may be, in connection with the such Party’s
      respective work to be performed under this Agreement.




“ Taxes ”
means
      any and all forms of taxation, charges, duties, imposts, levies and rates
      whenever imposed by the United States, any U.S. State, or any other governmental
      entity, including without limitation, income tax, withholding taxes, corporation
      tax, capital gains tax, capital transfer tax, inheritance tax, rates, water
      rates, value added tax, customs duties, capital duty, excise duties, betterment
      levy, community charges, development land tax, stamp duty, stamp duty reserve
      tax, national insurance, social security or other similar contributions, and
      generally any tax, duty, impost, levy or rate or other amount and any interest,
      penalty or fine in connection therewith.




“TECO” means
      TECO Westinghouse, a subcontractor to Seller.




“ Tower ”
means
      each steel tubular tower with a hub height of approximately eighty (80) meters
      on which a Wind Turbine shall be mounted, including all ladders, platforms,
      internal lighting, safety equipment and all parts and assemblies necessary
      for a
      complete turbine tower, all as further described in Exhibit A .




-
          43 -


“ Turbine
      Measured Power Curve ”
means
      the tested power curve of the Nominated Turbine, as measured during the Power
      Curve Test.




“ Turbine
      Nacelle ”
means
      the turbine nacelle component of a Wind Turbine Generator, including gearbox,
      generator and nacelle yaw controls, and associated control and ancillary
      equipment.




“ Unit
      Price ”
has
      the
      meaning ascribed to such term in Section 4.1 .




“ Warranty ”
has
      the
      meaning ascribed to such term in Section 10.1 .




“ Warranty
      Period ”
has
      the
      meaning ascribed to such term in Section
      10.2 .




“ Warranty
      Service ”
has
      the
      meaning ascribed to such term in Section 10.3(a) .




“ Wind
      Turbine ”,
      “ Wind
      Turbine Generator ”
or
      “ WTG ”
has
      the
      meaning ascribed to such term in Recital A.




“ Wind
      Turbine Delivery Delay ”
has
      the
      meaning ascribed to such term in Section 5.3(a) .




“ Wind
      Turbine Specifications ”
or
      “ WTG
      Specifications ”
mean
      the technical design and manufacturing specifications for the Wind Turbines
      upon
      which the Certificate of Design Approval is based, summarized in Exhibit A .




“ WTG
      Delay Day ”
has
      the
      meaning ascribed to such term in Section 5.3(b) .




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          44 -