EXHIBIT
        10.1

    

     

    CONSULTING
      AGREEMENT

     

    THIS
      CONSULTING AGREEMENT (“Agreement”) is entered into as of April 1, 2007
      (“Effective Date”), by and between Michael Porter, an individual having an
      address at Calle Escorial 18, Valderrama, Sotogrande, 11310 Cadiz, Espania
      (“Porter”), and Composite Technology Corporation, a Nevada corporation, having a
      principal place of business at 2026 McGaw Avenue, Irvine, California 92614
      (the
“Company”).

    


    Recitals

    


    A. WHEREAS,
      the Company is in the business of (a) developing technology for wind power
      and
      wind turbine applications and for electrical conductor applications, and
      (b) manufacturing, marketing and selling wind turbines and related items
      and composite reinforced materials for electrical conductor applications (the
      “Business”); 

    


    B. WHEREAS,
      prior to the Effective Date of this Agreement, Porter has served the Company
      and
      many of its Affiliates in one or more capacities of employee, director,
      president and significant shareholder, and whereas Porter and the Company are
      parties to an Executive Employment Agreement under date of July 3, 2006
      (“Employment Agreement”);

    


    C. WHEREAS,
      Porter wishes to resign from all of his positions held with Company and its
      Affiliates prior to the Effective Date of this Agreement; and whereas Porter
      and
      Company wish to terminate the Employment Agreement; and whereas, Company desires
      to retain Porter, and Porter is desirous of serving Company, to render
      consulting services on the terms and conditions set forth herein;

     

    Agreement

    


    Now,
      therefore, in consideration of the mutual premises and covenants set forth
      herein, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto agree as
      follows:

    


    1. Resignation
      and Termination.
      Porter
      and Company hereby terminate the Employment Agreement. Porter hereby resigns
      from all positions he held with Company and any and all of its direct and
      indirect subsidiaries and affiliates immediately prior to the Effective Date
      of
      this Agreement, including without limitation all employee, director and officer
      positions, and Company hereby accepts such resignations. Porter agrees to
      cooperate with Company and its subsidiaries and affiliates with regard to any
      formal actions to be taken to acknowledge these actions. The actions taken
      by
      virtue of this Section 1 are irrevocable, and shall survive the Term and any
      termination of this Agreement by either Party for any reason.

    


    2. Consultancy
      and Term.
      On the
      terms and subject to the conditions set forth herein, the Company agrees to
      retain Porter, and Porter agrees to serve as a Consultant to Company, for a
      term
      commencing on the date hereof and ending on March 31, 2008 (“Term”). This term
      may be extended upon mutual agreement of the parties. The Company and Porter
      desire to enter into an independent contractor relationship as set forth in
      this
      Agreement. It is the intent and purpose of this Agreement that Porter shall
      at
      all times be an independent contractor of the Company and nothing contained
      herein shall be construed to create or establish the relationship of employer
      and employee, joint venturer, or partner between the Company and Porter. Both
      parties acknowledge that Porter is not an employee of Company for state or
      federal tax purposes. 

     

    
      
         

      

      
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        EXHIBIT
          10.1


      

    

    3. Porter’s
      Representations and Warrantees.
      Porter
      acknowledges and agrees that as an independent, separate business, Porter is
      responsible for whatever profit or loss Porter may incur through performance
      of
      this Agreement. Porter represents that he has the qualifications and ability
      to
      perform the Services in a professional manner, without the advice, control,
      or
      supervision of Company. Porter shall be solely responsible for the professional
      performance of the services as set forth in Sections 4 and 5 below. Porter
      further acknowledges and agrees that he shall have no authority to bind the
      Company contractually or otherwise in any manner. In executing this Agreement,
      Porter specifically acknowledges that he has consulted or had a reasonable
      opportunity to consult with counsel of his own choice and that he has executed
      this Agreement after independent investigation and without fraud, duress,
      coercion or undue influence.

    


    4. Services.
      Porter
      shall provide management and business advisory services to the Company in
      accordance with his capabilities and at the request and the discretion of the
      Company’s CEO (the “Services”). Porter will report directly to the CEO, and will
      work with such other employees of Company and its subsidiaries, affiliates,
      suppliers, customers, prospective customers, consultants and the like as
      requested by the CEO.

    


    5. Scope.
      The
      Company acknowledges that the time required for Porter to perform the Services
      will depend upon the level of activity requested by the CEO. Porter shall devote
      such time and effort to the performance of these services as is reasonably
      necessary to fulfill his obligations hereunder. Any work or task of Porter
      provided for herein which requires the Company to provide information or
      assistance to Porter shall be excused (without effect upon any obligation of
      the
      Company) until such time as the Company has fully provided all information
      and
      assistance necessary for Porter to complete the work or task. Porter cannot
      guarantee results on behalf of the Company, but shall use commercially
      reasonable efforts in providing the Services.

     

    6.
      Porter’s
      Compensation.
      

    


    (a) Annual
      Compensation.
      Porter
      shall be compensated in an amount of $400,000 per year, payable monthly in
      arrears. 

    


    
      
         

      

      
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    (b) During
      the Term, Porter and Porter’s spouse shall be eligible to participate in and
      shall be covered by the Company medical plan, as such plan may change from
      time
      to time. Notwithstanding the foregoing, if the medical insurance benefits cannot
      be arranged for Porter and his spouse by the Company, then the Company agrees
      to
      reimburse Porter up to $1,000 per month for comparable medical
      insurance.

    


    7. Expenses.
      The
      Company shall reimburse Porter for all direct out-of-pocket costs reasonably
      incurred by Porter in the performance of Services; provided, however, that
      any
      expense in excess of $1,000 for any item must be approved in advance by the
      Company and that all expenses shall be reasonable and in compliance with Company
      policies. The Company shall reimburse expenses promptly upon receipt of a
      statement therefore from Porter accompanied by sufficient supporting
      documentation. 

    


    8. Cooperation
      by Company.
      The
      Company shall provide for Porter access to the Company’s premises and shall make
      available to Porter all information and personnel reasonably requested by Porter
      in connection with the performance the services. In addition, the Company shall
      ensure that its employees and other independent consultants co-operate fully
      with Porter in relation to the provision of services and shall keep Porter
      informed on a reasonably current basis of developments in the Company’s
      technology and business so that Porter shall have a reasonable basis upon which
      to advise the Company as contemplated hereby. 

    


    9. Confidentiality
      and Intellectual Property Assignment.
      Porter
      agrees that he shall continue to be bound by the terms set forth in Company’s
      Employee Confidential Information and Invention Assignment Agreement which
      are
      incorporated herein by reference, and Porter agrees to formally execute such
      Agreement upon presentation by Company. 

    


    10. Standard
      of Care.
      Porter
      shall perform all Services in a commercially reasonable manner and to the best
      of his ability. However, Porter shall have no liability to the Company for
      any
      loss, liability, cost or expense suffered or incurred by the Company as a result
      of any act or omission by Porter except such as arise from the gross negligence
      or willful misconduct of Porter. 

    


    11. Indemnification.
      Each
      party hereto shall indemnify and hold harmless the other party, its affiliates,
      and each of their respective members, officers, directors, agents, employees
      and
      controlling persons (each of the foregoing, an “Indemnified Person”) from and
      against any and all losses, claims, damages, expenses, actions, proceedings,
      arbitrations or investigations whether formal or informal, or threats thereof
      (all of the foregoing, “Liabilities”), based upon, relating to or arising out of
      the other party’s activities hereunder or any breach of its representations and
      warranties; provided, however, that neither party shall be liable under this
      paragraph to the extent that the Liabilities for which indemnification is sought
      resulted from the wilful misconduct or gross negligence of the Indemnified
      Person seeking indemnification. 

    


    12. Termination.
      

    


    
      
         

      

      
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    (a) Breach.
      If
      either party fails to perform its obligations hereunder in any material respect,
      and if such failure is not cured within 30 days after written notice of breach
      from the other party, the other party may terminate this Agreement by written
      notice of termination to the breaching party. If Porter is the breaching party,
      Company shall have no further obligations to Porter as of the effective date
      of
      termination. All
      other
      rights Porter has under any benefit or stock option plans and programs shall
      be
      determined in accordance with the terms and conditions of such plans and
      programs.

    


    (b) Death.
      This
      Agreement shall terminate upon the death of Porter and the obligations of Porter
      and Company under this Agreement shall immediately cease except as hereafter
      set
      forth. In the event of a termination under this section, Porter shall be
      entitled to receive any amounts accrued but unpaid pursuant to Section 6 of
      this
      Agreement. All other rights Porter has under any benefit or stock option plans
      and programs shall be determined in accordance with the terms and conditions
      of
      such plans and programs.

    


    (c) Disability.
      Company
      reserves the right to terminate this Agreement upon 10 days written notice
      if,
      for a consecutive period of 30 days, Porter is prevented from discharging his
      duties under this Agreement due to any physical or mental disability. Upon
      such
      termination the obligations of Porter and Company under this Agreement shall
      immediately cease. In the event of a termination pursuant to this section except
      as hereafter set forth, Porter shall be entitled to receive any accrued and
      unpaid amounts earned pursuant to section 6. All other rights Executive has
      under any benefit or stock option plans and programs shall be determined in
      accordance with the terms and conditions of such plans and
      programs.

     

    13. Securities
      Law Compliance.
      Porter
      acknowledges and agrees that, with respect to any shares previously issued
      to
      him in connection with the Employment Agreement or in his capacity as an
      executive officer of the Company of its Affiliates (the “Shares”), his ability
      to sell, convey, transfer or otherwise dispose of the Shares shall be restricted
      by the Company’s governing policies and the rules and regulations promulgated by
      the Securities and Exchange Commission applicable to executive officers and
      insiders of reporting companies and the Company’s insider trading policies
      applicable to executive officers and/or directors. In the event Porter seeks
      to
      sell the Shares in a private block sale, Porter must obtain the Company’s
      written consent prior to consummating any such sale. Any unauthorized sale,
      transfer, conveyance or other disposition of the Shares would constitute a
      breach of the Agreement and permit immediate termination of the Company’s
      obligations under the Agreement pursuant to Section 12(a) above. Porter also
      agrees to comply with all reporting obligations under the Securities Exchange
      Act of 1934, including without limitation, filing Form 4 under Section 16 of
      the
      Exchange Act whenever making acquisitions or dispositions of the
      Shares.

     

    14. Nature
      of Agreement.
      This
      Agreement constitutes the entire contract between the Parties and it supersedes
      all prior and contemporaneous agreements, arrangements, negotiations and
      understandings between the Parties relating to the subject matter hereof,
      including, but not limited to the Employment Agreement, but excluding Porter’s
      obligations pursuant to the Company’s
      Employee Confidential Information and Invention Assignment Agreement
      as set
      forth in Section 9. By entering into this Agreement, Porters acknowledges and
      agrees that he is releasing any claims, causes of action or rights to any
      recovery related to or arising out of the Employment Agreement. There are no
      other understandings, statements, promises or inducements among the parties,
      oral or otherwise, contrary to the terms of this Agreement. No representations,
      warranties, covenants or conditions, express or implied, whether by statute
      or
      otherwise, other than as set forth herein, have been made by any party hereto
      regarding the subject matter hereof.

    


    
      
         

      

      
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    15. Notices.
      All
      notices given under this Agreement shall be in writing. Any notice may be
      transmitted by any means selected by the sender. A notice that is mailed to
      a
      party at its address given below, registered or certified mail, return receipt
      requested, with all postage prepaid, will be deemed to have been given and
      received on the earlier of the date reflected on the return receipt or the
      third
      business day after it is posted. Any notice sent by facsimile transmission
      to a
      party at its facsimile number given below shall be deemed to have been given
      and
      received upon confirmation of transmission by the sender’s facsimile machine.
      Any notice transmitted by recognized overnight courier service to a party at
      its
      address given below shall be deemed given and received on the first business
      day
      after it is delivered to the courier. Any notice given by any other means shall
      be deemed given and received only upon actual receipt. The addresses and
      facsimile numbers of the parties for notice purposes are as follows:


    


    If
      to
      Porter:

     

    Michael
      Porter

    Calle
      Escorial 18

    Valderrama

    Sotogrande

    11310
      Cadiz

    Espania

    Phone:
      +34 956 793389

    Fax:
      +34
      956 793388

     

    If
      to the
      Company: 

     

    Benton
      H.
      Wilcoxon, CEO

    Composite
      Technology Corporation

    2026
      McGaw Avenue

    Irvine,
      CA 92614

    Facsimile
      No.: (949) 756-1090

    


    Any
      party
      may change its address or facsimile number for notice purposes, or add
      additional persons to whom copies of any notice should be sent, by written
      notice to the other party. 

    


    
      
         

      

      
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    16. Miscellaneous.
      This
      Agreement shall be governed in all respects by the laws of the State of
      California. This Agreement contains the entire understanding of the parties
      with
      respect to the subject matter hereof and neither party has relied upon any
      representation, warranty or promise not contained herein. No failure by either
      party to insist upon the strict performance of any term or provision of this
      Agreement shall constitute a waiver thereof on that or any subsequent occasion.
      This Agreement may be amended, and any term or provision hereof may be waived,
      only in a writing signed by the party charged with such amendment or waiver.
      In
      the event of any litigation between the parties with respect to this Agreement
      or the performance of either party hereunder, the prevailing party shall be
      entitled to recover, in addition to any other relief awarded by the court,
      its
      reasonable attorneys’ fees and other costs of preparing for and participating in
      the litigation. 

     

    


    IN
      WITNESS WHEREOF, the Company and Porter have executed this Agreement as of
      the
      day and year first above written. 

     

    
      	 	 	 	 	 
	 /s/
              Michael
              Porter	 	 	 
	
              
Michael
              Porter	 	 	
            
	 	 	 	 	 
	 	 	 	 	 
	Composite
              Technology Corporation	 	 	 
	 	 	 	 	 


    

    
       

      
        	 	 	 	 	 
	By:	/s/
                Benton H
                Wilcoxon	 	 	 
	 	
                

                Benton
                  H Wilcoxon, CEO 

              	 	 	
              
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


      

    

     

    
      
         

      

      
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