MASTER OPTION AGREEMENT 2002 NON-QUALIFIED STOCK COMPENSATION PLAN

MASTER OPTION AGREEMENT

2002 NON-QUALIFIED STOCK COMPENSATION PLAN

Composite Technology Corporation (“Company”) has granted to the individual (the "Optionee") named in the Stock Option Notice of Modification and Reissuance (the "Notice") to which this Master Option Agreement (the "Option Agreement") is attached an option (the "Option") to purchase certain shares of the Company’s $.001 par value common stock, subject to the terms and conditions of the Composite Technology Corporation 2002 Non-Qualified Stock Compensation Plan, as amended (the "Plan"), this Option Agreement, and the Notice. By signing this Option Agreement and the Notice, the Optionee: (a) represents that the Optionee has read, is familiar with and agrees to the terms and conditions of the Notice, the Plan and this Option Agreement, including the Effect of Termination of Service set forth in Section 4, (b) accepts the Option subject to all of the terms and conditions of the Notice, the Plan and this Option Agreement, (c) agrees to accept all interpretations of the Plan by the Company’s Board of Directors (“Board”) as binding, conclusive and final, and (d) acknowledges receipt of a copy of the Notice, the Plan and this Option Agreement.

WHEREAS, pursuant to a decision of the Board, acting as the Compensation Committee of the Board (“Committee”) administrating the Plan, and having considered the at will employment arrangement, employment agreement, consulting agreement or other arrangement between the parties, as the case may be (the “Optionee Relationship”), the Board has agreed to provide the Optionee with options to acquire shares in the common stock of the Company, subject to the terms and conditions of this Option Agreement, the Notice and the Plan.

NOW, THEREFORE, the parties agree as follows:

Pursuant to the provisions of the Plan, the Company hereby grants to the Optionee, subject to the terms and conditions set forth or incorporated herein and in the Notice and the Plan, the right to purchase from the Company all or any part of an aggregate of the number of shares indicated on the Notice of the Company’s $.001 par value common stock, as such common stock is now constituted, (“Shares”) at the purchase price set forth in Section 2 below.

The vested portion of the Option may be exercised at any time, whether in a single transaction or in multiple transactions, and in the amounts and at the times determined by the Optionee, provided however, that the exercise of such Options is not prohibited by regulations of the Securities and Exchange Commission (“SEC”), or other applicable laws, or regulations at the time of exercise, including without limitation, Company-imposed non-trading or blackout periods in which event the exercise date shall be deemed to be the first business day in which the exercise is permissible under such laws, rules, regulations, and restrictions.  The provisions of the Plan governing the terms and conditions of the Option granted hereby are incorporated in full herein by reference.

This Option is granted to the Optionee pursuant to the Optionee Relationship to provide incentive to the Optionee in the performance of his duties and responsibilities under the Optionee Relationship.

The purchase price for each Share subject to the Option shall be as set forth in the Notice.  The purchase price shall be subject to adjustments in the event of an adjustment or change in the capitalization of the Company in accordance with Section 8 hereof.

The Option shall be exercisable in whole or in part on or before December 31, 2016 for the number of options according to the vesting schedule set forth in the Notice, provided that the cumulative number of vested Shares as to which this Option may be exercised (except in the event of a change of control as provided in paragraph 8.2 of the Plan and/or section 7 below) shall not exceed the vested amounts on any given date.

The Board or the Committee may, at its sole and entire discretion, accelerate the vesting of all or any portion of any unvested Options.

If the Optionee voluntarily terminates the Optionee Relationship, or if the Company terminates the Optionee Relationship for any reason, then as of the effective date of such termination, the unvested portion of the Option shall terminate and shall be of no force or effect.  This paragraph shall not apply to a termination by the Optionee as a result of a Change in Control specified in Section 7 below.

If the Optionee voluntarily terminates the Optionee Relationship, or if the Company terminates the Optionee Relationship for any reason, then as of the effective date of such termination, the vested portion of the Option as of the date of termination shall terminate 91 days after the date of termination and thereafter shall be of no force or effect. This paragraph shall not apply to a termination by the Optionee as a result of a Change in Control specified in Section 7 below.

The termination of the Optionee Relationship shall not affect the Optionee’s right to exercise the vested portion of the Option at any time prior to December 31, 2016.