ASSET PURCHASE AGREEMENT

Execution Version

ASSET PURCHASE AGREEMENT

dated as of August 10, 2009

between

DAEWOO SHIPBUILDING & MARINE ENGINEERING CO., LTD.

and

DEWIND LTD.

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT, dated as of August 10, 2009 (the “ Agreement ”), between Daewoo Shipbuilding & Marine Engineering Co., Ltd., a Korean corporation (“ Buyer ”) and DeWind Ltd., a UK private limited company (“ Seller ”).

WHEREAS, Seller owns certain assets relating to the manufacture, sale or use of the D6, D8 and D8.2 wind turbines (each, a “ Turbine ” and collectively, the “ Turbines ”); and

WHEREAS, the parties desire that Seller sell, assign, transfer, convey and deliver to Buyer, and that Buyer purchase and acquire from Seller, all of the right, title and interest of Seller in and to the Turbine Assets (as hereinafter defined).

NOW, THEREFORE, in consideration of the foregoing premises and the respective representations and warranties, covenants and agreements contained herein, the parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE

1.1               Purchase and Sale of the Turbine Assets . Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined in Section 2.1 herein), Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, free and clear of liens (other than Permitted Liens (as defined below)), the entire right, title and interest of Seller in, to and under (a) all of the assets, properties and rights of every kind and description listed in Schedule 1.1 and (b) that certain lease agreement with DEWI-OCC Offshore and Certification Centre GmbH dated June 29, 2006 for the Turbine located in Cuxhaven, Germany (the “ Lease ”) (all of the foregoing assets collectively, “ Turbine Assets ”).

1.2               No Acquisition of Other Seller Assets . Seller is not selling, and Buyer is not purchasing, any assets of Seller other than the Turbine Assets pursuant to this Agreement.  All other Seller assets shall be retained by Seller.

1.3               Assumed Liabilities . Upon the terms and subject to the conditions of this Agreement, Buyer shall assume effective as of the Closing, and from and after the Closing Buyer shall pay, discharge or perform when due, as appropriate, only the contractual obligations that arise after the Closing under the Lease (the “ Assumed Liabilities ”), provided that Buyer will have no obligation for liabilities under the Lease resulting from Seller’s breach of the Lease, which liabilities shall remain the obligation of Seller.  Buyer will not assume any liabilities or obligations of Seller other than the Assumed Liabilities.

1.4               Purchase Price .  The consideration to be paid by Buyer to Seller for the Turbine Assets shall be $3,000,000 (the “ Purchase Price ”).  This Purchase Price includes all payments of the European Union Value Added Tax or any other tax (each a “ Tax ”) that may apply to the sale of the Turbine Asset.  Buyer and Seller agree to deduct from the Purchase Price the amount required to pay for all such applicable Taxes.  Buyer shall pay the Purchase Price in immediately available funds on the Closing Date (defined below).

1.5               Intellectual Property License .

(a)           In consideration of Buyer’s purchase of the Turbine Assets under this Agreement, Seller shall terminate, simultaneous with the Closing, all its license rights granted under that certain Asset Purchase Agreement between Seller and DeWind, Inc., dated September 30, 2008 (the “ Prior License ”).  Seller shall take all actions on or prior to the Closing Date to terminate its rights under the Prior License.

(c)           ***

1.6               Allocation .  As soon as reasonably practicable following the Closing, Seller shall deliver to Buyer, after consultation with, and approval of, Buyer, an allocation statement setting forth Seller’s allocation of the Purchase Price for tax purposes pursuant to Section 1060 of the Internal Revenue Code of 1986 (the “Code” ) and any other applicable tax Laws (the “ Allocation Statement ”).  Except as otherwise required by Law, Buyer and Seller shall file all tax returns in a manner that is consistent with the Allocation Statement and refrain from taking any action inconsistent therewith.

1.7               Permitted Liens .  As used herein, “ Permitted Liens ” means (a) liens for current real or personal property taxes not yet due and payable or which are being contested in good faith by Seller or its affiliates, in either case, with respect to which the Seller maintains adequate reserves, (b) workers’, carriers’ and mechanics’ or other like liens incurred in the ordinary course of Seller’s business with respect to which payment is not due and that do not impair the conduct of Seller’s business or the present or proposed use of the affected property, (c) any deposits or pledges to secure the payment of worker’s compensation, unemployment insurance or other social security benefits or obligations, or public or statutory obligations of a like general nature incurred in the ordinary course of business, (d) any statutory liens for utility assessments or other charges or assessments, in each case, arising in the ordinary course of business with respect to a liability that is not yet due or delinquent or which is being contested in good faith by Seller or its affiliates, (e) any liens securing bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety or appeal bonds, bid or performance bonds or other obligations of a like general nature incurred in the ordinary course of business, including the bond (the “ Lease Bond ”) and other liens or charges (the “ Lease Liens ”) incurred to secure performance by Seller under the Lease, (f) any liens arising out of judgments or awards so long as an appeal or proceeding for review is being prosecuted in good faith and for the payment of which adequate reserves, bonds or other security have been provided or are fully covered by insurance, (g) any security interest, lien or right in favor of any vendor of tangible personal property (including any tangible personal property financed with purchase money and any capital leases), (h) imperfections or irregularities of title and other liens that would not, individually or in the aggregate, materially detract from the value of the assets to which they attach, (i) zoning, planning, and other similar limitations and restrictions, all rights of any Governmental Entity (as defined below) to regulate a property, (i) any lien set forth in any franchise or governing ordinance under which any portion of Seller’s business is conducted, (j) all rights of condemnation, eminent domain or other similar rights of any person, (k) any lien to be released on or prior to, or as a result of, Closing, (l) any license agreement governing use of the Seller’s current accounting software (the “ Accounting Software ”), and (m) any other lien which does not materially interfere with Seller’s use of the Turbine Assets.

1.8               Termination .  This Agreement shall immediately and automatically, without any further action from any other person, terminate upon the termination of that certain Asset Purchase Agreement between Buyer, DeWind, Inc. and Composite Technology Corporation, dated August 10, 2009 (the “ DeWind, Inc. APA ”) in accordance with its terms.  In the event of termination of this Agreement as provided in this Section 1.8, this Agreement shall immediately become null and void and there shall be no further obligations on the part of Seller or Buyer; provided that such termination will not relieve a party in breach of this Agreement from any liability to the other party for such breach.

ARTICLE II

CLOSING

2.1               Closing Date .  The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Milbank, Tweed, Hadley & McCloy LLP, 601 S. Figueroa St., Los Angeles, CA 90017, simultaneously with, or as soon as possible after, the closing of the transactions contemplated by the DeWind, Inc. APA (unless another time and/or place is agreed to in writing by the parties). The date on which the Closing occurs is referred to in this Agreement as the “ Closing Date .”

2.2               Ancillary Agreements .  On or prior to the Closing Date (i) the Seller shall deliver, in a form reasonably satisfactory to the Buyer, evidence of the termination by the Seller of the Prior License and acceptance of such termination by DeWind, Inc. and (ii) Seller and Buyer shall execute or deliver, and file as necessary, such other documents as are (a) necessary to complete the transactions contemplated herein, or (b) reasonably requested by either party, including (x) a Bill of Sale, and such other good and sufficient instruments of transfer as Buyer reasonably deems necessary and appropriate to vest in Buyer all right, title and interest in, to and under the Turbine Assets and (y) such other good and sufficient instruments as Seller reasonably deems necessary and appropriate to relieve Seller of its obligations with respect to the Assumed Liabilities (the “ Ancillary Agreements ”).

2.3               Delivery of Turbine Assets .  Title to the Turbine Assets passes to Buyer as of the Closing.  All information capable of electronic transmission will be transmitted to Buyer in such manner.*** Without limiting the foregoing, Buyer shall allow Seller the use of the Accounting Software and the server on which such software is installed for 90 days after the Closing Date.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as of the date hereof and as of the Closing Date that the statements contained in this Article III are true and correct.

3.1               Organization and Good Standing .  Seller is duly formed, validly existing and in good standing under the laws of the jurisdiction in which it is formed and has full corporate power and authority to own, lease and operate the Turbine Assets.  Seller is duly qualified and licensed as a foreign corporation to do business, and is in good standing in each jurisdiction where the ownership or operation of the Turbine Assets makes such qualification necessary.  Seller is not in default under its charter documents.

3.2               Authority and Enforceability .  Seller has the requisite power and authority to enter into this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby.  The execution and delivery of this Agreement and each of the Ancillary Agreements and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Seller.  Seller has duly executed and delivered this Agreement.  Assuming due authorization, execution and delivery by Buyer, this Agreement constitutes the valid and binding obligation of Seller, enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally and (ii) the availability of injunctive relief and other equitable remedies.  “ Law ” means any statute, law (including common law), constitution, treaty, ordinance, code, order, decree, judgment, rule, regulation and any other binding requirement or determination of any government, official or other regulatory, administrative or judicial authority (each a “ Governmental Entity ”).

3.3               No Conflicts; Consents .  The execution and delivery of this Agreement by Seller, the execution and delivery of each Ancillary Agreement by Seller, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby (in each case, with or without the giving of notice or lapse of time, or both), will not, directly or indirectly, (i) violate the provisions of any of the charter documents of Seller, (ii) violate or conflict with any Law applicable to Seller, or (iii) give any Governmental Entity or other person the right to exercise any remedy or obtain any relief under any such Law that will have the effect of revoking or otherwise modifying any rights of Buyer hereunder.  No authorization or order of, registration, declaration or filing with, or notice to, any Governmental Entity or other person, is required by or with respect to Seller in connection with the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and there