Intellectual Property Legal Services Engagement Agreement between The McIntosh Group and Composite Technology Corporation

Summary

This agreement is between The McIntosh Group, a law firm, and Composite Technology Corporation (including its subsidiary CTC Cable Corporation). The McIntosh Group will provide intellectual property legal services, including patent filings, maintenance, and related advice, for a fixed annual fee of $250,000, billed monthly. The agreement covers payment terms, expense reimbursement, retainer requirements, and allows either party to terminate with 30 days' notice. The term runs from July 3, 2006, to July 3, 2009, with possible extension by mutual agreement.

EX-10.4 4 v047036_ex10-5.txt [THE Mcintosh GROUP logo] Patent Attorneys and Strategists 12635 E. MONTVIEW BLVD. (720) 859-3540 SUITE 370 FAX ###-###-#### AURORA, CO 80010 July 3, 2006 Mr. Benton Wilcoxon Composite Technology Corporation 2026 McGaw Avenue Irvine, CA 92614 Dear Benton: We are pleased that you have selected our firm for legal consultation and services in connection with the intellectual property matters of Composite Technology Corporation and CTC Cable Corporation. The parties recognize that The McIntosh Group has entered into a separate agreement with EU Energy Ltd. concurrently herewith. We assure you that each member, associate, and employee of this firm will do his or her utmost to fulfill these needs in a courteous and expeditious manner. Our ability to best represent you should be based upon a mutual understanding of what you want us to accomplish and how you will be charged for our services, which is the purpose of this engagement letter. Mr. McIntosh will be directly responsible for the firm's services, and will be responsible directly to you. Services We will aggressively pursue intellectual property protection in the United States and internationally for all new developments of the Company and its subsidiary CTC Cable Corporation. We will be available on site on a reasonable basis to review and consider new filings and to review improvements to previous filings. We will prepare, file, prosecute and maintain new and existing applications. We will perform freedom to operate studies as necessary. We will prepare agreements within our field of expertise. We will generally be available to your management and technical personnel to assist them with their intellectual property issues. In short, we will aggressively pursue the enhancement of company share value by means of the Company intellectual property assets. Fees Our charges for legal services will be $250,000 per year, payable monthly in advance of each month. Disbursements/Expenses In connection with providing legal services, and especially when filing and processing U.S. and foreign patent applications, a variety of payments must be made to third parties. These third party disbursements may include, for example, payments to foreign patent associates and other third party service vendors, payments to database providers and U.S. and foreign patent office fees. All of these third party disbursements are your responsibility. Additionally, we anticipate that we will incur travel expenses on your behalf. It is our normal policy that, absent the maintenance of an ongoing retainer to cover third party disbursements, clients will be invoiced for and required to prepay us any anticipated disbursement that is in excess of $400. We also typically incur incidental expenses in connection with providing legal services. Such incidental expenses include, for example, travel, postage, telephone, facsimile and photocopies. Normally, we will bill you for these incidental expenses on a reasonable basis as part of our monthly billing for legal services. Retainers and Trust Accounts Depending upon the circumstances, a client may be required to deposit a retainer with the firm, which retainer may be for the purpose of covering the cost of legal services and/or disbursements and incidental expenses, and we may later require that the retainer amount be increased if the original retainer amount proves insufficient for the purpose for which the retainer is established. Even in circumstances when we do not require a retainer, we normally recommend the establishment of a retainer to at least cover anticipated third party disbursement advances on an ad hoc basis or for service charges that may be applied when we pay disbursements from our own funds on behalf of the client. All retainers and prepaid disbursements will be maintained in a trust account of the firm. When a client initially makes a retainer deposit, the purpose for the retainer will be established and funds will be withdrawn from the retainer as charges are incurred or disbursements made that relate to that purpose. Unless otherwise agreed, retainers will be considered as rolling retainers that are to be replenished with each billing cycle, so that the agreed retainer amount is maintained until the purpose for which the retainer was established no longer applies. In the event that you discontinue the use of our legal services, you understand that we may retain any retainer amounts for a reasonable time to apply to charges that have already been incurred during the representation. Any unused portion of the retainer will then be returned to you. Billing Arrangements and Terms of Payment Services and disbursements will be invoiced on a monthly basis in advance of each month, and payment will be due on receipt. At our option, unpaid fees and other charges will accrue interest at a rate of one and one quarter percent (1.25%) per month on all past due amounts until paid. Furthermore, you understand and agree that if your account becomes delinquent and an arrangement for payment in a manner satisfactory to us is not made, then we may withdraw from further representation of you in any new or pending matter and we may pursue collection of your account. Term and Termination On the terms and subject to the conditions set forth herein, the Company agrees to retain The McIntosh Group and The McIntosh Group agrees to serve as intellectual property counsel and otherwise perform the services generally set forth herein for a term commencing on the date hereof and ending on July 3, 2009. This term may be extended upon mutual agreement of the parties. Either party may terminate this relationship upon thirty days prior written notice to the other party. If you have any questions regarding the foregoing or, at any time in the future, concerning your statement or the legal services which have been rendered, please do not hesitate to contact Mr. McIntosh. It is our goal to establish and maintain a long-term relationship with you through the rendering of legal services which are intended to be of the highest quality, as well as cost-effective. Our efforts on your behalf can only be enhanced through your bringing to our attention any comment you may have in this respect, whether praise or criticism. In this regard, it is the policy of The McIntosh Group to fully and expeditiously apprise our clients of all new developments as well as the ongoing status of their particular matter. If you have any concerns in this regard during the course of our professional relationship with you, please let us know immediately. This Agreement constitutes the entire Agreement between the parties regarding the subject matter set forth herein. This Engagement Letter supercedes and hereby terminates the Agreement entitled "Intellectual Property Legal Services Engagement Letter" entered into as of March 1, 2005, between the parties hereto. Please review, sign and return to us a facsimile copy of this engagement letter signed in the space provided below. Sincerely, /s/ Michael McIntosh ----------------------- Michael McIntosh The foregoing has been reviewed and agreed, to become effective on the date below specified. Composite Technology Corporation By: /s/ Benton Wilcoxon Date:______________________________ ------------------------------