Exhibit 10.11
  Second Trade Agreement
between
 VESTAS Wind Systems A/S
 And
 ZOLTEK Companies Inc.
 22052007




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Trade Agreement between 
Vestas Wind Systems A/S, DK and ZOLTEK
    
    Page 2 of 36
Date: 22-05-07
 Contents:
 1. GENERAL CONDITIONS
    
    
    42. SCOPE OF AGREEMENT
    
    
    63. LOGISTICS
    
    
    74. QUALITY, SAFETY AND ENVIROMENT
    
    
    125. LIABILITY FOR DEFECTS
    
    
    146. SERVICE, REMEDY AFTER EXPIRY OF THE WARRANTY PERIOD
    
    
    167. EDUCATION
    
    
    178. FORCE MAJEURE
    
    
    179. CONSEQUENTIAL LOSSES
    
    
    1710. DOCUMENTATION AND CONFIDENTIALITY
    
    
    1711. VALIDITY AND TERMINATION OF THE AGREEMENT
    
    
    1812. LANGUAGE FOR CORRESPONDENCE
    
    
    1913. DISPUTES AND APPLICABLE LAW
    
    
    1914. PRODUCTS LIABILITY INSURANCE AND PRODUCT LIABILITY
    
    
    2015. DRAWINGS AND INDUSTRIAL PROPERTY RIGHTS
    
    
    2016. MISCELLANEOUS
    
    
    2117. SIGNATURES
    
    
    21APPENDIX A
    
    
    22APPENDIX B
    
    
    23APPENDIX C
    
    
    24APPENDIX D
    
    
    25APPENDIX E
    
    
    26APPENDIX F
    
    
    27APPENDIX G
    
    
    28APPENDIX H
    
    
    33




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Trade Agreement between 
Vestas Wind Systems A/S, DK and ZOLTEK
    
    Page 3 of 36
Date: 22-05-07
   RECITALS
   A.
    
    The Parties have since 2004 cooperated in connection with a Trade Agreement dated 6 November
2004 (Trade Agreement) and underlying firm order letters for 2006 (dated 8. November 2005)
(Order Letter 2006) and for 2007 (dated 4 October 2006) (Order Letter 2007) pursuant to
which documents (together Existing Agreements), VESTAS has agreed to buy and ZOLTEK to sell
certain Products.
 B.
    
    Following negotiations the Parties wish to replace Existing Agreements with a new one.
thereby establishing the basis of a multiyear partnership securing carbon fiber capacity for
VESTAS, capacity expansion at ZOLTEK and maximize profit for both companies.
 C.
    
    The basis for the enlarged strategic partnership is the mutual expectation of a strong market
growth. In order to accommodate existing and future market demands technically and
commercially VESTAS thus expects from ZOLTEK to increase the available production capacity to
support VESTAS growth. Accordingly, VESTAS aims to enhance ZOLTEKs status as the preferred
supplier for the Products. This preferred supplier status will however be conditioned upon
competitive pricing, quality, delivery performance and available products.
 D.
    
    ZOLTEK on their side have informed and warranted to establish relevant manufacturing capacity
in the US and in Hungary based on the business scenarios and economical aspects presented in
order to accomplish VESTAS volume objectives.
 E.
    
    The cooperation of the Parties under the Existing Agreements have from time to time included
disputes and discussions relating to certain alledged failures by ZOLTEK to fulfilled agreed
orders and volumes at agreed dates under the Existing Agreements. The undertakings provided by
ZOLTEK and not the least the willingness of ZOLTEK to strengthen the preferred customer status
of VESTAS and to introduce substantial investments for a prosperous future operation has
granted VESTAS sufficient comfort in order to enter into a revised strategic partnership with
ZOLTEK while at the same time  and as an integrated presumption of this Second Trade
Agreement  amicably settling such historic disputes/non-performance.




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Trade Agreement between 
Vestas Wind Systems A/S, DK and ZOLTEK
    
    Page 4 of 36
Date: 22-05-07
 F.
    
    Irrespective of the preferred relationship to be initiated and enhanced between the Parties,
ZOLTEK fully acknowledges that VESTAS cannot and will never be dependent upon only one
supplier on any component, materials etc. but must have freedom to operate with alternative
suppliers.
 G.
    
    Accordingly, by entering into this Second Trade Agreement, the Parties wish with effect from
1 January 2007 (the Effective Date) to have the terms and conditions set out below
constitute the basis for their cooperation
 NOW, THEREFORE
    1.
    
    This Second Trade Agreement
 2.
    
    The Appendices
 3.
    
    VESTAS order (where applicable)
 4.
    
    ZOLTEKs order confirmation (where applicable)
 1. General Conditions




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Trade Agreement between 
Vestas Wind Systems A/S, DK and ZOLTEK
    
    Page 5 of 36
Date: 22-05-07
      1.1
    
    The Agreement specifies the terms and conditions, which, unless otherwise agreed upon in
writing, apply to ZOLTEKs Agreement with VESTAS.
 1.2
    
    For the sake of clarification, agreements and other documents agreed in relation to products
ordered prior to the Effective Date shall continue in full force and effect. No reference to
ZOLTEKs offers, quotations, order confirmations, invoices or the like and VESTAS inquiries,
orders or the like, nor any of ZOLTEKs own terms of sale and delivery and VESTAS general
terms and conditions, shall have any validity between the Parties and shall thus involve no
deviation from the provisions of the present Agreement, unless this is agreed upon in writing
by the Parties in connection with specific deliveries.
 1.3
    
    ZOLTEK will not use VESTAS name or pictures of installed WTGs as reference in sales
brochures, press releases, or any other material used for general promotion purposes, unless
such material is reviewed by VESTAS and explicitly approved in writing. VESTAS will not use
ZOLTEKs name and product as reference in sales brochures, press releases or for any other
material used in general promotion purposes, unless such material is reviewed and approved in
writing.
 1.4 Definitions
 Appendix E




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Trade Agreement between 
Vestas Wind Systems A/S, DK and ZOLTEK
    
    Page 6 of 36
Date: 22-05-07
 2. Scope of Agreement
 2.1 Preferred Customer
  2.2 Preferred Supplier
  First Right of Refusal regarding spot volumes




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Trade Agreement between 
Vestas Wind Systems A/S, DK and ZOLTEK
    
    Page 7 of 36
Date: 22-05-07
   2.3 Information Exchange
  2.4
    
    The Agreement covers the Products stated in Appendix B and other products delivered from
ZOLTEK.
 3. Logistics
 3.1 Orders and Order Confirmations  Contracts




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Trade Agreement between 
Vestas Wind Systems A/S, DK and ZOLTEK
    
    Page 8 of 36
Date: 22-05-07
   3.2 Firm Delivery Schedules
   Firm Delivery Schedule for 2007-2010
 Appendix A
 Firm Delivery Schedule for 2011 and onwards
  Remedies regarding Non-fulfilment of Firm Delivery Schedules
  ***
    
    Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.




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Trade Agreement between 
Vestas Wind Systems A/S, DK and ZOLTEK
    
    Page 9 of 36
Date: 22-05-07
      3.3 Prices
 3.3.1 Agreement on Prices
 Appendix B
  ***
    
    Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.




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Trade Agreement between 
Vestas Wind Systems A/S, DK and ZOLTEK
    
    Page 10 of 36
Date: 22-05-07
  3.3.2 Price Reviews
  3.4 Terms of payment
 3.4.1
    
    Invoices shall be paid within [***] [***] [***] end of month (EOM) from delivery to VESTAS.
Payments made by VESTAS to ZOLTEK shall not release ZOLTEK of any liability or responsibility
in accordance with this Agreement.
  3.4.2
    
    If VESTAS fails to pay by the stipulated date, ZOLTEK shall be entitled to interest from the
day on which the payment was due. The rate of interest is [***] [***] [***] [***].
  
    
    [***] [***] ([***] [***] [***]),
 
    
    [***] [***] [***],
 
    
    [***] [***] [***].
  3.4.3
    
    ZOLTEK is at all times obligated to minimise the loss incurred in relation to this Second
Trade Agreement.
 ***
    
    Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.




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Trade Agreement between 
Vestas Wind Systems A/S, DK and ZOLTEK
    
    Page 11 of 36
Date: 22-05-07
 3.5 Passing of Title
  3.6 Orders
 3.6.1
    
    ZOLTEK will on all relevant material (order confirmation, delivery note, invoice etc) refer
to VESTAS order. If the invoice received by VESTAS does not refer to an order VESTAS will
without any delay return the invoice to ZOLTEK. Nothing herein shall affect the obligation of
both Parties to make/take delivery of Products in accordance with an applicable Firm Delivery
Schedule.
 3.7 Delivery
  3.7.2
    
    In case of delivery directly from ZOLTEK to any of VESTAS other suppliers, a copy of the
delivery note must be forwarded to VESTAS without delay upon request of VESTAS.
 3.7.3
    
    Before the performance of the first order hereunder can be commenced, ZOLTEK must be
provided with the following in writing:
 
    
    This Second Trade Agreement duly signed by both Parties.
  
    
    This Second Trade Agreement duly signed by both Parties.
 3.7.4
    
    Each Product delivered to the VESTASG is to be delivered marked as follows on a permanent
mounted nameplate:
 
    
    VESTAS order number.
 
    
    VESTAS item number.
 
    
    ZOLTEK order number.
 
    
    ZOLTEKs Barcode and data label.
 3.8 Quantity
 3.8.1
    
    All orders must be delivered in accordance with the quantity stated in the order. Part and
excess deliveries have to be agreed upon between the Parties.




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Trade Agreement between 
Vestas Wind Systems A/S, DK and ZOLTEK
    
    Page 12 of 36
Date: 22-05-07
 
 3.9 Packing
 3.9.1
    
    ZOLTEK must pack and protect all Products in a secure way for land and sea transport, in
consideration of the nature of the goods and the method of transport, but at all times in
accordance with VESTAS specification, if available. ZOLTEK is responsible for securing that
the packaging fulfils international requirements. VESTAS reserves the right to approve the
packing and the protection. Country of origin and taric must be supplied to VESTAS on all
Products.
     4. Quality, Safety and Environment
 4.1 Policy
   4.2 Standards and conventions
     
    
    United Nations Universal Declaration of Human Rights, 10 December 1948 including
the International Covenant on Civil and Political Rights (UN 1966)
 
    
    The International Covenant on Economic, Social and Cultural Rights (UN 1966)




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Trade Agreement between 
Vestas Wind Systems A/S, DK and ZOLTEK
    
    Page 13 of 36
Date: 22-05-07
 
    
    Convention for the Protection of Human Rights and Fundamental Freedoms, Council of
Europe, 4 November 1950.
 
    
    ILO Convention No. 29 (Protection against forced labour)
 
    
    ILO Convention No. 87 (Protection of freedom of association)
 
    
    ILO Convention No. 98 (Protection of the right to collective bargaining)
 
    
    ILO Convention No. 100 (Equal remuneration for men and women)
 
    
    ILO Convention No. 105 (Abolition of forced labour)
 
    
    ILO Convention No. 111 (Non-discrimination concerning employment)
 
    
    ILO Convention No. 138 (Protection against child labour)
 
    
    OECD Convention on Combating Bribery of Foreign Public Officials in International
Business Transactions, 21 November 1997.
 4.3 Chemicals and Materials
   www.VESTAS.com
  4.4 Audits and inspection




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Trade Agreement between 
Vestas Wind Systems A/S, DK and ZOLTEK
    
    Page 14 of 36
Date: 22-05-07
   4.6
    
    Traceability
  4.7
    
    VESTAS property
 N/A4.8
    
    Documentation
  5.
    
    Liability for Defects
  5.1
    
    Scope of Warranty
  5.2
    
    Limitations of WarrantyZOLTEK is not liable for defects arising out of materials provided by
or a design solely stipulated or solely specified by VESTAS.




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Trade Agreement between 
Vestas Wind Systems A/S, DK and ZOLTEK
    
    Page 15 of 36
Date: 22-05-07
    5.3
    
    Warranty Period
  5.4
    
    Agreed Action/response to Defects
      5.5
    
    Notice of Defects
  ***
    
    Certain information on this page has been omitted and filed separately with the Commission.
Confidential treatment has been requested with respect to the omitted portions.




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Trade Agreement between 
Vestas Wind Systems A/S, DK and ZOLTEK
    
    Page 16 of 36
Date: 22-05-07
  5.6
    
    Remedial Action of Defects
  a)
    
    Deliver a replacement Product in a volume equal to the defective Products
and
 b)
    
    Cover all transportation cost for delivery of such replacement product and
 c)
    
    Pay compensation for any production stoppage if the defect in terms of
quantity is so substantial seen in conjunction also with the delivery time for
replacement products as to cause a production stop.
  a)
    
    Deliver a replacement Product in a volume equal to the defective Products
and
 b)
    
    Cover all transportation cost for delivery of such replacement product
including where relevant transportation of a new blade in replacement of such Blade
where the Defect Products is incorporated and
 c)
    
    Cover any other Direct Documented Cost incurred
  5.7
    
    General Limitations of Liability
 
 6.
    
    Service, Remedy after expiry of the Warranty Period




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Trade Agreement between 
Vestas Wind Systems A/S, DK and ZOLTEK
    
    Page 17 of 36
Date: 22-05-07
 7.
    
    Education
  8.
    
    Force Majeure
 8.1
    
    Neither Party can be held responsible for non-fulfilment of the Agreement, provided this
Party proves that this is caused by force majeure, including labour conflict involving other
than ZOLTEK employees unless the involvement is due to national labour conflicts, fire,
export and import prohibitions, unanticipated production stops caused by acts of God, currency
restrictions or other obstructions beyond its control, which it could not reasonably have
avoided or limited.
 8.2
    
    The Party who does not fulfil the Agreement because of force majeure is obligated without
delay to inform in writing the other Party of the obstruction(s) and the implication of this
for the fulfilment/performance of the Agreement. This Party is furthermore obligated loyally
to co-operate in the limitation of the consequences in a force majeure situation.
 8.3
    
    In case the force majeure situation is not expected to be brought to a termination within six
(6) months, the other Party is entitled to cancel this Agreement by written notice.
 9.
    
    Consequential Losses
 9.1
    
    Save as elsewhere stated in this Agreement, there shall be no liability for either Party
towards the other Party for loss of production, loss of profit, loss of use, loss of contracts
or for any consequential, financial or indirect loss whatsoever.
 10.
    
    Confidentiality
 10.1
    
    Both during the duration of this Second Trade Agreement and after, both Parties must treat
all technical documents and commercial information, which have been received from the other
Party in accordance with this Agreement, in confidentiality. The Party who receives
confidential information, is not permitted to copy the information, or disclose information to
a third party or otherwise make use of the information apart from that necessary to fulfil
this Agreement, or to have work carried out by ZOLTEK sub-suppliers after prior written
approval by VESTAS. Please also refer to enclosed Non Disclosure Agreement, Appendix H.




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Trade Agreement between 
Vestas Wind Systems A/S, DK and ZOLTEK
    
    Page 18 of 36
Date: 22-05-07
 10.2
    
    The contents of this present Agreement are confidential and must not be passed on to a third
party during the validity of this Agreement or after the termination of this without mutual,
written consent. This applies to ZOLTEK who is not affected by the Agreement, to the press and
others.
 11.
    
    Validity and Termination of the Agreement
 11.1
    
    Termination
  11.2
    
    Cancellation
  11.3
    
    Change of Control




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Trade Agreement between 
Vestas Wind Systems A/S, DK and ZOLTEK
    
    Page 19 of 36
Date: 22-05-07
  11.4
    
    Consequences of Termination or Cancellation
 
 12.
    
    Language for Correspondence
 12.1
    
    All correspondence between the Parties concerning this Agreement must be in English.
 13.
    
    Disputes and Applicable Law
 13.1
    
    All disputes arising in connection with this Agreement shall be finally settled under the
Rules of Arbitration of the Danish Institute of Arbitration (Copenhagen Arbitration) in
Copenhagen, Denmark by one or more arbitrators appointed in accordance with the said rules,
supplemented as necessary by the procedural rules of Danish Law.
  13.2
    
    This Agreement shall be construed and governed in accordance with Danish law; however, the
United Nations Convention on Contracts for the International Sale of Goods from 11 April 1980
(CISG) shall not apply to this Agreement.




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Trade Agreement between 
Vestas Wind Systems A/S, DK and ZOLTEK
    
    Page 20 of 36
Date: 22-05-07
 14.
    
    Products Liability Insurance and Product Liability
 14.1
    
    ZOLTEK shall maintain and keep in force adequate business and products liability insurance
covering the Products and performances delivered to VESTAS.
   a)
    
    made part of, mixed with or incorporated in, joint with, used for packing
of or in any other way connected with,
 b)
    
    worked up with or used for working up of,c)
    
    used for production or working up of or any kind of handling of.
  14.2
    
    ZOLTEK shall assume full responsibility and liability for any product liability claims.
ZOLTEK shall thus indemnify VESTAS and hold it harmless from and against all liability to
third party for personal injury, property damage and other losses caused by defects in the
Products delivered by ZOLTEK under this Agreement.
 15.
    
    Drawings and industrial property rights.
 15.1
    
    N/A
 15.2
    
    If a third party asserts a legitimate claim against VESTAS based on alleged infringement of
an industrial property right or copyright by the Products, ZOLTEK shall indemnify VESTAS and
hold VESTAS harmless from and against any liability in damages or costs awarded in any
infringement suit or action against VESTAS and ZOLTEK shall be liable for any damage suffered
by VESTAS due to the infringement.
 15.3
    
    N/A




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Trade Agreement between 
Vestas Wind Systems A/S, DK and ZOLTEK
    
    Page 21 of 36
Date: 22-05-07
 16.
    
    Miscellaneous
 16.1.
    
    The headlines in this Agreement are inserted for convenience of reference only and shall not
affect the interpretation of this Agreement.
 16.2
    
    In case this Agreement or any part hereof is declared invalid or unenforceable by any
legitimated authority, the remainder of the Agreement shall continue on unchanged terms and
conditions, and the Parties shall agree on replacement terms, which to the extent possible
shall express the initial intention of the Parties.
 16.3
    
    ZOLTEK shall submit VESTAS with an annual report annually including financial figures. The
report must be endorsed.
 17.
    
    Signatures
 17.1
    
    This Agreement is not valid unless signed by two persons from both Parties.
 17.2
    
    This Agreement is hereby accepted and comes into force on:
 Lem St.,
    
    22 May, 2007
    
    St. Louis
    
    29/05/07
 /s/ Ole Kristensen
    
    /s/ Timothy McCarthyOle Kristensen
    
    Timothy McCarthyV.P. Purchasing and Logistics
    
    V.P. Marketing & SalesVestas Wind Systems A/S
    
    ZOLTEK Companies Inc./s/ Ole Borup Jacobsen
    
    /s/ Zsolt RumyOle Borup Jacobsen
    
    Zsolt RumyPresident Vestas Blades A/S
    
    President and CEOVestas Wind Systems A/S
    
    ZOLTEK Companies Inc.




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Trade Agreement between 
Vestas Wind Systems A/S, DK and ZOLTEK
    
    Page 22 of 36
Date: 22-05-07
 Appendix A
Firm Delivery Schedule for 2007  2010
  Month
    
    Jan
    
    
    Feb
    
    
    Mar
    
    
    Apr
    
    
    May
    
    
    Jun
    
    
    Jul
    
    
    Aug
    
    
    Sep
    
    
    Oct
    
    
    Nov
    
    
    Dec
    
    
    TotalWeeks
    
    
    1-5
    
    
    
    6-9
    
    
    
    10-13
    
    
    
    14-17
    
    
    
    18-22
    
    
    
    23-26
    
    
    
    27-30
    
    
    
    31-35
    
    
    
    36-39
    
    
    
    40-44
    
    
    
    45-48
    
    
    
    49-52
    
    
    
    52Ton
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
  Month
    
    Jan
    
    
    Feb
    
    
    Mar
    
    
    Apr
    
    
    May
    
    
    Jun
    
    
    Jul
    
    
    Aug
    
    
    Sep
    
    
    Oct
    
    
    Nov
    
    
    Dec
    
    
    TotalWeeks
    
    
    1-5
    
    
    
    6-9
    
    
    
    10-13
    
    
    
    14-17
    
    
    
    18-22
    
    
    
    23-26
    
    
    
    27-30
    
    
    
    31-35
    
    
    
    36-39
    
    
    
    40-44
    
    
    
    45-48
    
    
    
    49-52
    
    
    
    52Ton
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
  Month
    
    Jan
    
    
    Feb
    
    
    Mar
    
    
    Apr
    
    
    May
    
    
    Jun
    
    
    Jul
    
    
    Aug
    
    
    Sep
    
    
    Oct
    
    
    Nov
    
    
    Dec
    
    
    TotalWeeks
    
    
    1-5
    
    
    
    6-9
    
    
    
    10-13
    
    
    
    14-17
    
    
    
    18-22
    
    
    
    23-26
    
    
    
    27-30
    
    
    
    31-35
    
    
    
    36-39
    
    
    
    40-44
    
    
    
    45-48
    
    
    
    49-52
    
    
    
    52Ton
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
  Month
    
    Jan
    
    
    Feb
    
    
    Mar
    
    
    Apr
    
    
    May
    
    
    Jun
    
    
    Jul
    
    
    Aug
    
    
    Sep
    
    
    Oct
    
    
    Nov
    
    
    Dec
    
    
    TotalWeeks
    
    
    1-5
    
    
    
    6-9
    
    
    
    10-13
    
    
    
    14-17
    
    
    
    18-22
    
    
    
    23-26
    
    
    
    27-30
    
    
    
    31-35
    
    
    
    36-39
    
    
    
    40-44
    
    
    
    45-48
    
    
    
    49-52
    
    
    
    52Ton
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
 ***
    
    Certain information on this page has been omitted and filed separately with the Commission.
Confidential treatment has been requested with respect to the omitted portions.




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Trade Agreement between 
Vestas Wind Systems A/S, DK and ZOLTEK
    
    Page 23 of 36
Date: 22-05-07
 Appendix B
Products, Technical Specifications, Prices and Price Indexation
 Products :
 Product Type:  Product Code:  Vestas Item no.:
 Technical Specifications:
Vestas specification:  ZOLTEK MATERIAL SPECIFICATION: ®
 Prices and Price Indexation:  Prices:
 ®
 Price Indexation:
 1.
    
    [***] [***]2.
    
    [***] [***]3.
    
    [***] [***][***] [***]
 1.
    
    [***] [***] [***] [***] [***] [***] [***] ([***] [***] [***] [***])[***] [***]
([***])
 2.
    
    [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***],[***] [***]
([***]
[***])
 3.
    
    [***] [***] [***] [***] [***] [***] [***] [***] [***],[***];[***] [***]. [***]
[***]
[***] [***]
  
  [***]
    
    [***] [***] [***][***]
    
    [***] [***] [***] [***] [***] [***][***]
    
    [***] [***] [***] [***] [***] [***] [***][***]
    
    [***] [***] [***] [***] [***] [***] [***][***]
    
    [***] [***] [***] [***] [***] [***] [***][***]
    
    [***] [***] [***] [***] [***] [***] [***] [***] [***], [***] [***], [***] [***][***]
    
    [***] [***] [***] [***] [***][***]
    
    [***] [***] [***] [***] [***] [***] [***] [***] [***][***]
    
    [***] [*** ][***] [***] [***][***]
    
    [***] [***] [***] [***] [***] [***] [***] [***] [***], [***] [***] [***][***]
    
    [***] [***] [***] [***] [***]
 [***][***].
    
    [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
[***]
[***] [***] [***] [***], [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
[***] [***] [***] [***] [***].
 ***
    
    Certain information on this page has been omitted and filed separately with the Commission.
Confidential treatment has been requested with respect to the omitted portions.




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##### 



Trade Agreement between 
Vestas Wind Systems A/S, DK and ZOLTEK
    
    Page 24 of 36
Date: 22-05-07
 Appendix C
 Vestas Blades company and address overveiw
 Company name / CVR-number
    
    Delivery address
    
    Invoice addressVestas
Blades A/S 
CVR nr. DK 27 98 82 10
    
    Smed Hansens Vej 9,
15, 17, 17B, 19, 21, 23
DK-6940 Lem
Vingevej 1
DK-4900 Nakskov
Industrivej 20
DK-6950 Skjern
Herningvej 5-7
DK-6920 Videbæk
    
    Smed Hansens Vej 19
DK-6940 Lem
Smed Hansens Vej 19
DK-6940 Lem
Smed Hansens Vej 19
DK-6940 Lem
Smed Hansens Vej 19
DK-6940 LemVestas Blades Deutschland GmbH
VAT no. DE 81 33 92 786
    
    John-Schehr-Strasse 7
D-01979 Lauchhammer
    
    John-Schehr-Strasse 7
D-01979 LauchhammerVestas Blades UK Ltd.
VAT no. GB 720 449 649
    
    Monks Brook
St. Cross Business Park
Newport, Isle of Wight
PO30 5WZ
GB
    
    Monks Brook
St. Cross Business Park
Newport, Isle of Wight
PO30 5WZ
GBVestas Blades Italia Srl.
VAT no. IT 025 404 807 34
    
    Via Ariosto 12
Zona Industriale
I  74100 Taranto
    
    Via Ariosto 12
Zona Industriale
I  74100 TarantoVestas Blades Australia Pty. Ltd.
ABN no. 41 101 106 914
    
    128 School Road
Portland
Victoria, 3305
Australia
    
    PO Box 464
Portland
Victoria, 3305
AustraliaVestas Wind Turbine Equipment
(China) Co., Ltd.
    
    South to Xin Ye Er
Street and the west to
Xin Xing Road,
West Area, Tianjin
Economic -
Technological
Development Area.
China
    
    South to Xin Ye Er
Street and the west to
Xin Xing Road,
West Area, Tianjin
Economic -
Technological
Development Area.
ChinaVestas Blades America, Inc
    
    1881 SW Naito Pkwy Ste
100. Portland OR,
97201
    
    1881 SW Naito Pkwy Ste
100. Portland OR,
97201Vestas Blades Spain S.L.
    
    Pasco de la Castellana
141 Planta 10A 280846
Madrid, Spain
    
    Pasco de la Castellana
141 Planta 10A 280846
Madrid, Spain




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##### 



Trade Agreement between 
Vestas Wind Systems A/S, DK and ZOLTEK
    
    Page 25 of 36
Date: 22-05-07
 Appendix D
Contact Diagram
 Area
    
    Vestas
    
    Zoltek CorpCommercial
    
    Lorents Ruby Nielsen
(central purchasing organisation)
+45 9730 6622
Cell +45 2512 9308
LRN@vestas.com
    
    Tim McCarthy
+1 314 291 5110 108
Cell +1 314 374-3913
Tim.mccarthy@zoltek.comR&D
    
    Robert Sauven
+44 (0)1983 824 611rhs@vestas.com
    
    Dr. Attila Lazar
+36 33 53 6022alazar@zoltek.huQuality
    
    Piet Dokkedal
+45 9730 2392pdo@vestas.dk
    
    Istvan Kinter
+ 36 33 53 6146
Mike Wescott
+ 1 314 291-5110Shipping
    
    Uffe K Bjerre
+45 9730 6630ukb@vestas.com
    
    Krizstian Haver
+36 33 53 6018Khaver@zoltek.hu




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##### 



Trade Agreement between 
Vestas Wind Systems A/S, DK and ZOLTEK
    
    Page 26 of 36
Date: 22-05-07
 Appendix E
Definitions
  Capacity LD
    
    shall mean liquidated damages payable, if either Party for any given calendar quarter fails to deliver
or take delivery respectively of the agreed fixed volume, as set out in a Firm Delivery Schedule, cf.
clause 3.2 above.Contracts
    
    shall mean an order issued by VESTAS together with relevant order confirmation issued by ZOLTEK, cf.
clause 3.1 above.Effective Date
    
    shall mean the date from which the Second Trade Agreement takes effect, i.e. from 1 January 2007.Existing Agreements
    
    shall mean the Trade Agreement, the Order Letter 2006 and the Order Letter 2007.Firm Delivery Schedule
    
    shall mean a forecast system setting out the total number of each and any Products, which VESTAS shall
be obliged to order for delivery and which ZOLTEK will be obliged to deliver within a certain fixed
period, cf. clause 3.2 in the Second Trade Agreement.Order Letter 2006
    
    shall mean firm order letter agreement for 2006 entered into between the Parties dated 8 November 2005.Order Letter 2007
    
    shall mean firm order letter agreement for 2007 entered into between the Parties dated 4 October 2006.Products
    
    shall mean Carbon Fiber Materials, as specified in Appendix B.The Parties
    
    shall mean ZOLTEK and VESTAS collectively.Trade Agreement
    
    shall mean Trade Agreement entered into between the Parties dated 6 November 2004.VESTASG
    
    shall mean all existing and future direct and indirect subsidiaries and affiliates of Vestas.VESTAS
    
    shall mean Vestas Wind Systems A/SWTG
    
    Wind Turbine Generator.ZOLTEK
    
    shall mean Zoltek Companies Inc.Week
    
    the parties agree that when referred to; a week start with Mondays.




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##### 



Trade Agreement between 
Vestas Wind Systems A/S, DK and ZOLTEK
    
    Page 27 of 36
Date: 22-05-07
 Appendix F
Lead-time for ZOLTEK Products
 Product Type: Panex 35 50K Continuous Carbon Fiber Roving
 Product Code:  Vestas Item no.:




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##### 



Trade Agreement between 
Vestas Wind Systems A/S, DK and ZOLTEK
    
    Page 28 of 36
Date: 22-05-07
 Appendix G
 1. Chemical compounds, which are not to be used at VESTAS
  
    
    banned according to national or international legislation
 
    
    decided as not wanted by the management at VESTAS
     Toxicity
    
    
    
    Remarks1/Group
    
    Substance
    
    CAS-no.
    
    classification
    
    Examples of use
    
    referencePoly-chlorinated biphenyl
    
    PCB
    
    1336-36-3
    
    Xn; N
    
    Condensator, transformer, substances in paint, sealing and plastic.
    
    B/6Chlorinated solvents
    
    Chloroform
    
    67-66-3
    
    Xn; Xi; Carc3
    
    Solvent
    
    B/4Tetrachloromethane
    
    56-23-5
    
    T; Carc3; N
    
    Solvent
    
    B/41,1,1-trichloroethane
    
    71-55-6
    
    Xn; N
    
    Solvent
    
    B/41,1,2-trichloroethane
    
    79-00-5
    
    Xn
    
    Solvent
    
    B/41,1,1,2-tetrachloroethane
    
    630-20-6
    
    
    
    Solvent
    
    B/41,1,2,2-tetrachloroethane
    
    79-34-5
    
    Tx; N
    
    Solvent
    
    B/4Pentachloroethane
    
    76-01-7
    
    Carc3; T; N
    
    Solvent
    
    B/41,1-dichloroethylene
    
    75-35-4
    
    Fx;R12 Xn
    
    Solvent
    
    B/4Organic compounds
    
    Benzene
    
    71-43-2
    
    Carc 1; F; T
    
    Solvent
    
    B/4
 
 1
    
    B= Use banned




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##### 



Trade Agreement between 
Vestas Wind Systems A/S, DK and ZOLTEK
    
    Page 29 of 36
Date: 22-05-07
 Toxicity
    
    
    
    Remarks1/Group
    
    Substance
    
    CAS-no.
    
    classification
    
    Examples of use
    
    referenceCFC-compounds
    
    Trichlorofluormethane (CFC-11)
    
    75-69-4
    
    
    
    Coolant, freon
    
    B/9Dichlorodifluormethane (CFC-12)
    
    75-71-8
    
    
    
    Coolant, freon
    
    B/9Trichlorotrifluorethane (CFC-113)
    
    76-13-1
    
    
    
    Coolant, freon
    
    B/9Dichlorotetrafluoroethane (CFC-114)
    
    76-14-2
    
    
    
    Coolant, freon
    
    B/9Chloropentafluoroethane (CFC-115)
    
    76-15-3
    
    
    
    Coolant, freon
    
    B/9Halons
    
    Bromochlorodifluoromethane (halon-1211)
    
    353-59-3
    
    
    
    Flame retardant material
    
    B/9Trifluorobromomethane (halon-1301)
    
    75-63-8
    
    
    
    Flame retardant material
    
    B/9Dibromotetrafluoroethane (halon-2402)
    
    124-73-2
    
    
    
    Flame retardant material
    
    B/9Hydrobromofluorocarbons
    
    Hydrobromofluorocarbon (HBFC-ere)
    
    
    
    
    
    
    
    B/9HCFCs
    
    Chlorodifluoromethane (HCFC-22)
    
    75-45-6
    
    
    
    Coolant
    
    B/9Dichlorotrifluoroethane (HCFC-123)
    
    306-83-2
    
    
    
    Coolant
    
    B/9Dichlorofluoroethane (HCFC-141)
    
    1717-00-6
    
    N
    
    Coolant
    
    B/9Chlorodifluoroethane (HCFC-142b)
    
    75-68-3
    
    
    
    Coolant
    
    B/9Asbestos fibres
    
    Asbestos
    
    1332-21-4
Several 
options
    
    Carc1;T
    
    Brakes, insulating material, cement
    
    B/1Metalline lead and chemical lead compounds
    
    Lead  The ban does not apply to electric cables of more than 24 kV and anticorrosive paint
    
    Several options
    
    
    
    Brake lining, plastic tubes, lubricant, electric and electronic components
    
    FB/B/8




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##### 



Trade Agreement between 
Vestas Wind Systems A/S, DK and ZOLTEK
    
    Page 30 of 36
Date: 22-05-07
 2. Chemical compounds, which are only to be used to a limited extent at VESTAS
  
    
    are expected to become banned within the near future
 
    
    are given priority to be handled specially, on the Danish Environmental Protection Agencys Inventory
of undesirable substances.
    Toxicity
    
    
    
    Remark2/Group
    
    Substance
    
    CAS-no.
    
    classifycation
    
    Examples of use
    
    referenceMetalline lead and
chemical lead
compounds
    
    Lead  the group
only contains
electric cables of
over 24 kV and anti
corrosive paint
    
    Several options
    
    
    
    Electric cables,
anti corrosive
paint
    
    FB/B/8Chlorinated solvents
    
    Dichloromethane
    
    75-09-2
    
    Carc3;R40
    
    Solvent
    
    Pr/10Tetrachloroethylene
    
    127-18-4
    
    Carc3;R40 N;R51/53
    
    Solvent
    
    Pr/101,2-Dichloroethane
    
    107-06-2
    
    Carc2;R45 F;R11
Xn;R22 Xi;R36/37/38
    
    Solvent
    
    Pr/10Alkylphenol
    
    Nonylphenol
    
    25154-52-3
    
    Xn;R22 C;R34
N;R50/53
    
    lubricants, surface
treatment, Epoxy
products
    
    Pr/10Octylphenol
    
    27193-28-8
    
    
    
    Lubricants, Epoxy
products
    
    Pr/10
 
 2
    
    FB = Future ban, Pr = Given priority to be handled
specially on the Danish Environmental Protection Agencys inventory of
undesirable chemical substances.




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##### 



Trade Agreement between 
Vestas Wind Systems A/S, DK and ZOLTEK
    
    Page 31 of 36
Date: 22-05-07
 Toxicity
    
    
    
    Remark2/Group
    
    Substance
    
    CAS-no.
    
    classifycation
    
    Examples of use
    
    referencePaint and lacquer
    
    Nonyl phenol
ethoxylate/
(Tergitol NP-33)
    
    9016-45-9 and others
    
    
    
    Paint and Lacquer
    
    Pr/10Octyl phenol
ethoxylate/
(Triton(R) X-100
    
    9002-93-1
    
    
    
    Paint and Lacquer
    
    Pr/10Azo colorants
    
    Several options
    
    
    
    Colouring of textiles
    
    Pr/10Lead chromate
    
    7758-97-6
    
    Rep1;R61 R33
Carc3;R40 N;R50/53
Rep3;R62
    
    Insoluble colorant
in paint, powder
paint, printing
colour
    
    Pr/10Electric and
electronic
components
    
    Polybrominated
biphenyl (PBB)
    
    Several options
    
    
    
    Flame retardant
    
    FB/12Polybrominated
diphenyl ether
(PBDE)
    
    Several options
    
    
    
    Flame retardant
    
    FB/12Cadmium
    
    Several options
    
    
    
    Several options
    
    FB/12Mercury
    
    Several options
    
    
    
    Several options
    
    FB/12Hexavalent
chromium
    
    Several options
    
    
    
    Several options
    
    FB/12




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##### 



Trade Agreement between 
Vestas Wind Systems A/S, DK and ZOLTEK
    
    Page 32 of 36
Date: 22-05-07
  1.
    
    Arbejdsministeriets bek. nr. 660 af 24. september 1986 om asbest (The Danish Ministry of
Labours regulation no. 660 of 24 September 1986 on asbestos)
 2.
    
    Miljøministeriets bek. nr. 1199 af 23. december 1992 om forbud mod salg, import and
fremstilling af cadmiumholdige produkter (The Danish Ministry of the Environments regulation
no. 1199 of 23 December 1992 on banned sale, import and manufacturing of products containing
cadmium.)
 3.
    
    Arbejdstilsynets bek. nr. 140 af 17. februar 1997 om foranstaltninger til forebyggelse af
kræftrisikoen ved arbejde med stoffer and materialer. (The Danish Ministry of Labours
regulation no. 140 of 17 Februrary 1997 on measures for prevention of cancer risk in
connection with substances and materials.)
 4.
    
    Miljøstyrelsens bek. nr. 1042 af 17. december 1997 om begrænsning af salg and anvendelse af
visse farlige kemiske stoffer and produkter til specielt angivne formal. (The Danish
Environmental Protection Agencys regulation no.1047 of 17 December 1997 on limitation of sale
and use of certain harmful chemical substances and products for specially stated purposes.)
 5.
    
    Miljøstyrelsens bek. nr. 692 af 22. september 1998 om forbud mod salg and eksport af kviksølv
and kviksølvholdige produkter. ((The Danish Environmental Protection Agencys regulation no.
692 of 22 September 1998 on banned sale and export of mercury and mercurial products.)
 6.
    
    Miljøministeriets bek. nr. 925 af 13. december 1998 om PCB, PCT and erstatningsstoffer
herfor. (The Danish Ministry of the Environments regulation no. 925 of 13 December 1998 on
PCB, PCT and substitute substances.)
 7.
    
    Miljø- and Energiministeriets bek. nr. 1044 af 16. december 1999 om visse batterier and
akkumulatorer, der indeholder farlige stoffer. (The Danish Ministry of Environment and
Energys regulation no.1044 of 16 December 1999 on certain batteries and accumulators that
contain harmful substances.)
 8.
    
    Miljø- and Energiministeriets bek. nr. 1012 af 13. november 2000 om forbud mod import and
salg af produkter, der indeholder bly. (The Danish Ministry of Environment and Energys
regulation no. 1012 of 13 November 2000 on banned import and sale of plumbiferous products.)
 9.
    
    Miljø- and Energiministeriets bek. nr. 243 af 19. april 2002 om visse ozonlagsnedbrydende
stoffer. (The Danish Ministry of Environment and Energys regulation no. 243 of 19 April 2002
on certain ozone layer degradable substances.)
 10.
    
    Miljøstyrelsens orientering nr. 9/2000: Listen over uønskede stoffer. (Newsletter no. 9/2000
about inventory of undesirable chemical substances from the Danish Environmental Protection
Agency.)
 11.
    
    Vejledning fra Miljøstyrelsen nr. 2/2002: B-værdivejledningen. (Instruction from Danish
Environmental Protection Agency no. 2/2002: the B-value instruction.)
 12.
    
    EUROPA-PARLAMENTETS AND RÅDETS DIREKTIV 2002/95/EF af 27. januar 2003 om begrænsning af
anvendelsen af visse farlige stoffer i elektrisk and elektronisk udstyr. The European
Parlament and Councils regulation 2002/95/EF of 27 January 2003 on limitation of the use of
certain harmful substances in electric and electronic equipment.)




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##### 



Trade Agreement between 
Vestas Wind Systems A/S, DK and ZOLTEK
    
    Page 33 of 36
Date: 22-05-07
 
 Appendix H
   
  
 RECITALS
 A.
    
    VESTAS is the manufacturer and supplier of wind turbine generators
 B.
    
    ZOLTEK is a manufacturer and/or supplier of Carbon Fiber Materials suitable for WTG
applications.
  PURPOSE
  DEFINITION




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##### 



Trade Agreement between 
Vestas Wind Systems A/S, DK and ZOLTEK
    
    Page 34 of 36
Date: 22-05-07
 LIMITATIONS ON USE AND DISCLOSURE OF PROPRIETARY INFORMATION
 a)
    
    Proprietary Information will not be used in whole or in part for any purpose
other than the purpose specified in this Agreement without the prior written consent of
the disclosing Party.
 b)
    
    Proprietary Information shall neither be disclosed nor caused to be disclosed
whether directly or indirectly to any third party or persons including any employees,
directors, and officers of the recipient Party, excepting only those employees,
directors and officers who have a need to know and whose knowledge is necessary to
implement the purposes and activities set forth herein.
 c)
    
    The recipient Party shall not undertake any qualitative or quantitative
analysis, reverse engineering or replication of any products containing Proprietary
Information unless specifically authorized to do so by the disclosing Party.
 STANDARD OF CARE
  CONTACT
  EXCEPTIONS TO THE STANDARD OF CARE
  a)
    
    the recipient Party can show by written record to have been in its possession
at the time of transmittal or to have been subsequently independently developed by
employees who have not had access to Proprietary Information, or
 b)
    
    is or becomes publicly known through no wrongful act of the recipients, or
 c)
    
    is rightfully received from a third party without similar restrictions and
without breach of this Agreement, or
 d)
    
    is disclosed to any government body or other authority pursuant to a lawful
requirement of such body or authority or as required by law or
 e)
    
    is approved for release or use by written authorization of the disclosing
Party.
 RESPONSIBILITY
  TERM AND TERMINATION
 8.1
    
    This Agreement will be in force from the date of signing this Agreement and as long as the
cooperation between the Parties will continue, but at least for a period of twenty-four (24)
months.




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##### 



Trade Agreement between 
Vestas Wind Systems A/S, DK and ZOLTEK
    
    Page 35 of 36
Date: 22-05-07
 
 8.2
    
    After the termination of this Agreement in accordance with the provisions of subarticle 8.1,
the recipient Party shall not be relieved of the obligations imposed by Article 3, and 4 above
with respect to Proprietary Information. Those obligations shall continue until the expiration
of three (3) years from the last receipt of Proprietary Information.
 RETURN OF PROPRIETARY INFORMATION
 9.1
    
    Within thirty (30) days of termination of this Agreement, the recipient Party shall return
all Proprietary Information disclosed hereunder and all copies thereof.
 9.2
    
    Upon written request by one Party, the other Party shall provide a signed, dated receipt
which itemizes the Proprietary Information transmitted or received hereunder.
 WARRANTY
  LIQUIDATED DAMAGES
 
 APPLICABLE LAW AND VENUE
  ENFORCEABILITY
 a)
    
    The provisions of this Agreement shall be enforceable notwithstanding the
existence of any claim or cause of action of one Party against the other, whether
predicated upon this Agreement or otherwise.
 b)
    
    If any provision of this Agreement is held unenforceable by a court of
competent jurisdiction, then such provision will be enforced to the fullest extent
possible and the remainder of the Agreement will continue in full force and effect.
 ENTIRE UNDERSTANDING
 14.1
    
    This Agreement contains the entire understanding between the Parties, superseding all prior
communications, agreements, and understandings between the Parties with respect to the purpose
of this Agreement.
 14.2
    
    No delay or failure to take any action hereunder will constitute a waiver unless expressly
waived in writing, signed by the Party charged with such waiver, and no single waiver will
constitute a continuing or subsequent waiver.




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##### 



Trade Agreement between 
Vestas Wind Systems A/S, DK and ZOLTEK
    
    Page 36 of 36
Date: 22-05-07
 
 14.3
    
    No change, modification, alteration or addition to any provision of this Agreement shall be
binding unless in writing and signed by an authorized representative of each Party.
 Vestas Wind Systems A/S
    
    ZOLTEKBy:
    
    /s/ Ole Kristensen
    
    By:
    
    /s/ Tim McCarthyName:
    
    Ole Kristensen
    
    
    
    Name:
    
    Tim McCarthyTitle:
    
    Vice President
    
    
    
    Title:
    
    Vice PresidentPlace:
    
    Lem St.
    
    
    
    Place:
    
    St. LouisDate:
    
    22 May, 2007
    
    
    
    Date:
    
    29/05/07