COMPOSITE TECHNOLOGY CORP
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>15
<FILENAME>v037014_ex10-7.txt
<TEXT>



                                 BENTON WILCOXON






                                  March 3, 2006



Investors set forth on Schedule A hereto (the "Investors")



Gentlemen:

      I,  Benton  Wilcoxon,  hereby  covenant  and agree,  that upon an Event of
Default (as defined in the Senior Secured Convertible Notes (the "Notes") issued
by Composite Technology  Corporation (the "Company") to each of the Investors on
the date hereof) by the Company under Section  4(a)(v) of any such Note,  that I
shall promptly transfer for no additional consideration,  4,741,936 (as adjusted
for stock splits,  stock  dividends,  reverse  stock splits,  reclassifications,
recapitalizations  and similar events) shares of common stock,  par value $0.001
per share, of the Company (the "Shares") to the Investors,  on a pro rata basis,
based on principal  amount of Notes held by each such Investor;  provided,  that
for each $1,000 of principal  amount of the Notes that are repaid or  converted,
the  number of Shares  that I shall be  obligated  to  deliver  hereunder  shall
reduced by 1,354.83  shares.  My  obligations  hereunder  shall  terminate  upon
repayment in full and/or complete conversion to equity securities of the Company
of all indebtedness obligations owed by the Company under the Notes.

      This letter  agreement shall be governed by the internal laws of the State
of New York,  without  giving  effect to any  choice of law or  conflict  of law
provision  or  rule  that  would  cause  the  application  of  the  law  of  any
jurisdiction other than the State of New York.

                                        Very truly yours,



                                        By: _____________________________
                                            Benton Wilcoxon






<PAGE>



                                   SCHEDULE A


Hudson Bay Fund LP

Enable Growth Partners LP

Enable Opportunity Partners LP

Pierce Diversified Strategy Master
Fund LLC

Capital Ventures International

Lane Capital Markets

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