AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT

AMENDMENT NO. 1

TO

ASSET PURCHASE AGREEMENT

between

DAEWOO SHIPBUILDING & MARINE ENGINEERING CO., LTD.

and

DEWIND, INC.

and

COMPOSITE TECHNOLOGY CORPORATION

This AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT, dated as of September 3, 2009 (this “ Amendment ”), is between Daewoo Shipbuilding & Marine Engineering Co., Ltd., a Korean corporation (“ Buyer ”), DeWind, Inc., a Nevada Corporation (“ Seller ”), and Composite Technology Corporation (“ CTC ”).  Capitalized terms used, but not defined, in this Amendment have the meanings given to such terms in the Agreement (defined below).

WHEREAS, the Buyer, Seller, and CTC (each a “ Party ” and, collectively, the “ Parties ”) are parties to that certain Asset Purchase Agreement dated as of August 10, 2009 (the “ Agreement ”); and

WHEREAS,   the Parties desire to amend the terms and conditions of the Agreement as more particularly set forth herein.

NOW, THEREFORE, in consideration of the respective representations, warranties and covenants contained in this Amendment, and intending to be legally bound, the Parties agree as follows:

Section 2.3     Assumed Liabilities.

Section 2.3(b) of the Agreement is hereby deleted in its entirety and amended and restated as follows:

“(b) all Liabilities that remain unpaid or unperformed in respect of the Assigned Contracts (except to the extent set forth in Section 2.4(c)) except for the account payables that are outstanding as of the date hereof under the Assigned Contracts listed on Schedule 2.1(d) which are either (i) listed on such schedule as “DeWind Ltd. Contracts” or (ii) due as a penalty or as a result of a breach of any such Assigned Contracts;”

Section 2.4     Excluded Liabilities.

Section 2.4(k) of the Agreement is hereby deleted in its entirety and amended and restated as follows:

“(k) all other Liabilities not expressly assumed in Section 2.3 hereof, including without limitation those excepted under Section 2.3(b).”

Section 3.3     Deliveries by Buyer at the Closing.

Section 3.3(a) of the Agreement is hereby deleted in its entirety and amended and restated as follows:

“(a)           the Cash Consideration, which Buyer shall deliver as follows: (i) an amount equal to $29,325,000 by wire transfer(s) to an account (or accounts) of Seller designated in writing by Seller to Buyer prior to the Closing Date, and (ii) an amount equal to $17,175,000 to U.S. Bank National Association   as escrow agent (the “ Escrow Agent ”) pursuant to the Escrow Agreement (the “ Escrow Fund ”) to secure indemnification obligations of Seller set forth in this Agreement;”

Section 4.3     Subsidiaries and Related Entities.

Section 4.3 of the Agreement is hereby amended as follows:

(1)           The references to “SW1” in the third line of Section 4.3(b) are hereby deleted and replaced by “SWI”.

(2)           The following shall be added as new Section 4.3(c):

***

“(n)           (1)  The transfers of the Intellectual Property and any other property from DeWind, GmbH to DeWind Ltd. (i) were conducted in full compliance with applicable laws, (ii) were not conducted in order to defraud the creditors of either DeWind GmbH or DeWind Ltd., (iii) do not constitute transactions which could be adjusted under applicable laws, (iv) were at the time thereof, currently, and will in the future be valid and (v) are not, and will not be, subject to any rights whatsoever (including, but not limited to, voidance of any such transfers) of any Persons (for the avoidance of doubt including, but not limited to, DeWind, GmbH).  (2)  The transfers of the Intellectual Property from DeWind Ltd. to Seller (i) were conducted in full compliance with applicable laws, (ii) were not conducted in order to defraud the creditors of either DeWind GmbH or DeWind Ltd., (iii) do not constitute transactions which could be adjusted pursuant to the provisions of either section 238 and/or 239 of the English Insolvency Act 1986, (iv) were at the time thereof, currently, and will in the future be valid and (v) are not, and will not be, either in the event that DeWind Ltd. goes into administration and/or liquidation under English Law (or an analogous proceeding in another jurisdiction) or otherwise, subject to any rights whatsoever (including, but not limited to, voidance of any such transfers) of any Persons (for the avoidance of doubt including, but not limited to, DeWind Ltd.).”

Section 7.7     Discharge of Business Obligations After Closing.

Section 7.7(a) of the Agreement is hereby amended by adding