Exhibit
      10.73

     

    [*]
      = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
      BRACKETS, HAS BEEN OMITTED FROM PUBLIC FILING PURSUANT TO A REQUEST FOR
      CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION.
      THE OMITTED INFORMATION, WHICH HAS BEEN IDENTIFIED WITH THE SYMBOL “[*],” HAS
      BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION PURSUANT
      TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
      AMENDED.

     

    SECOND
      AMENDED & RESTATED SUPPLY AGREEMENT

     

    This
      Second Amended & Restated Supply Agreement (“Agreement”)
      is
      made as of the last date set forth on the signature page hereto (the
“Effective
      Date”)
      between SOLARFUN
      POWER HONG KONG LIMITED,
      a
      company registered in Hong Kong (hereinafter “SOLARFUN”)
      and
HOKU
      MATERIALS, INC., a
      Delaware corporation (hereinafter “HOKU”).
      HOKU
      and SOLARFUN are sometimes referred to in the singular as a “Party”
or
      in
      the plural as the “Parties”.

     

    Recitals

     

    Whereas,
      Hoku Scientific, Inc. (“Hoku
      Scientific”)
      and
      SOLARFUN are parties that certain First Amended & Restated Supply Agreement
      dated as of January 7, 2008 (the “Supply
      Agreement”),
      pursuant to which Hoku Scientific agreed to sell to SOLARFUN, and SOLARFUN
      agreed to purchase from Hoku Scientific, polysilicon for SOLARFUN’S general use
      beginning in calendar year 2009 for a continuous period of eight years from
      the
      date of the first shipment.

     

    Whereas,
      Hoku Scientific has assigned all of its right, title and interest in the Supply
      Agreement to HOKU, its wholly-owned subsidiary, pursuant to that certain Second
      Assignment and Assumption Agreement dated as of February 4, 2008, by and between
      Hoku Scientific and HOKU.

     

    Whereas,
      HOKU and SOLARFUN desire to amend and restate the Supply Agreement as
      hereinafter set forth.

     

    Whereas,
      HOKU desires to supply polysilicon to SOLARFUN for its general use beginning
      in
      calendar year 2009 for a continuous period of eight years from the date of
      the
      first shipment.

     

    Whereas,
      in exchange for HOKU’s agreement to allocate the supply of polysilicon, SOLARFUN
      desires to provide HOKU with a firm order for polysilicon upon the terms and
      conditions provided herein.

     

    NOW,
      THEREFORE, in furtherance of the foregoing Recitals and in consideration of
      the
      mutual covenants and obligations set forth in this Agreement, the Parties hereby
      agree as follows:

     

    1. Definitions.

    The
      following terms used in this Agreement shall have the meanings set forth
      below:

     

    1.1. “Affiliate”
shall
      mean, with respect to either Party to this Agreement, any entity that is
      controlled by or under common control with such Party.

     

    
      	
              SOLARFUN Initials & Date  
                WS May 13, 2008    
                    

            	 	
              HOKU Initials & Date   
                DS May 13, 2008         
                

            


    

    
      
        
        

      

      
        Page 1
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      1.2. “Agreement”
shall
        mean this Second Amended & Restated Supply Agreement and all appendices
        annexed to this Agreement as the same may be amended from time to time in
        accordance with the provisions hereof. 

       

      1.3. “Facility”
shall
        mean any facility used by HOKU for the production of the Product.

       

      1.4. “Financing”
shall
        mean HOKU’s receipt of gross aggregate proceeds of at least $75 million U.S.
        Dollars from bank debt, equity financing (including the $25 million in proceeds
        from HOKU’s private placement of common stock on February 29, 2008), customer
        prepayments actually received in cash by HOKU for Products (not including
        commitments for future prepayments, or amounts placed in escrow or secured
        by
        letters of credit), or any combination of the foregoing. For purposes of
        this
        Agreement, the terms “bank debt” and “equity financing” shall have the broadest
        meaning possible to include, without limitation, bonds, debentures, credit
        lines, convertible debt, common and preferred stock, equity-linked securities,
        options and warrants; and HOKU’s “receipt” of such proceeds shall include,
        without limitation, the receipt of a binding and legally enforceable commitment
        from a lender to provide the Financing (or a portion thereof).

       

      1.5. “First
        Shipment Date”
shall
        mean the first day of the calendar month in which HOKU commences deliveries
        to
        SOLARFUN of Products pursuant to this Agreement.

       

      1.6. “Minimum
        Annual Quantity of Product”
means
        [*] ([*] kilograms) of Product during the first Year and [*] metric tons
        ([*]
        kilograms) during each of the second through tenth Year, inclusive.


       

      1.7. “Product”
shall
        mean the raw polysilicon in chunk form manufactured by HOKU and sold to SOLARFUN
        pursuant to this Agreement.

       

      1.8. “Product
        Specifications”
shall
        mean the quality and other specifications set forth on Appendix 2 to this
        Agreement. 

       

      1.9. “Term”
shall
        mean the period during which this Agreement is in effect, as more specifically
        set forth in Section 9
        of this
        Agreement.

       

      1.10. “Total
        Deposit”
shall
        mean all deposits or prepayments made by SOLARFUN to HOKU hereunder including
        without limitation the Initial Deposit and the Main Deposit. 

       

      1.11. “Year”
shall
        mean each of the ten (10) twelve-month periods commencing on the First Shipment
        Date.

       

      2. Ordering.
        Starting
        on the First Shipment Date and each Year during the term of this Agreement
        thereafter, SOLARFUN agrees to purchase from HOKU, and HOKU agrees to sell
        to
        SOLARFUN, the Minimum Annual Quantity of Product at the prices set forth
        on
        Appendix 1 to this Agreement (the “Pricing
        Schedule”).
        This
        Agreement constitutes a firm order from SOLARFUN for [*] metric tons of Product
        that cannot be cancelled during the term of this Agreement, except as set
        forth
        in Section 9
        below.


       

      3. Supply
        Obligations.
        

       

      3.1. HOKU
        shall deliver each Year pursuant to this Agreement starting on the First
        Shipment Date at least the Minimum Annual Quantity of Product in approximately
        equal monthly shipments pursuant to Section 4.1 below; provided however,
        that if
        HOKU fails to deliver a monthly shipment, then HOKU may deliver any deficiency
        within [*] days without breaching this section or incurring any purchase
        price
        adjustment (pursuant to Section 3.3
        below).
        At any time during the term of this Agreement, HOKU may ship to SOLARFUN
        any
        additional amount up to the full cumulative balance of Minimum Annual Quantity
        of Product to be shipped through the end of this Contract (an “Excess
        Shipment”)
        subject
        to SOLARFUN’s written consent. This shipment will be credited against each
        subsequent Minimum Annual Quantity of Product. For example, if the Minimum
        Annual Quantity of Product for a given Year is [*] metric tons, and if HOKU
        delivers [*] metric tons in January, then the next shipment of [*] metric
        tons
        is not required until the following Year.

       

        	
                SOLARFUN Initials & Date  
                  WS May 13, 2008    
                      

              	 	
                HOKU Initials & Date   
                  DS May 13, 2008         
                  

              


      

    

    
      
        
          
            
            

          

          
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        3.2. HOKU
          intends to manufacture the Products at its Facility; however, notwithstanding
          anything to the contrary herein, HOKU may deliver to SOLARFUN Products
          that are
          manufactured by a third party other than HOKU, where HOKU is acting only
          as a
          reseller or distributor of such Products; and provided that the Products
          meet
          the Product Specifications and price set forth in this Agreement. 

         

        3.3. Except
          in
          the case of a force majeure pursuant to Section 12
          below,
          if at any time after [*], HOKU does not supply any Products pursuant to
          Section
3.1
          or
3.2
          within
          [*] days of the scheduled delivery date, HOKU will provide SOLARFUN with
          a
          purchase price adjustment. Such purchase price adjustment shall be [*]
          percent
          ([*]%) of the value of the respective delayed Products for each week or
          part
          thereof that the Product shipment (or part thereof) is delayed beyond the
          [*]
          day grace period. Any
          purchase price adjustment as a result of this Section 3.3
          will be
          paid by HOKU at the end of the term of the applicable calendar quarter.
          In lieu of making a cash payment to SOLARFUN pursuant to this Section
3.3,
          HOKU
          may,
          at its option, pay for such purchase price adjustment in the form of a
          credit
          issued for future shipments of Products.
          Notwithstanding anything to the contrary, the maximum amount of such purchase
          price adjustment shall not exceed [*] percent ([*]%) of the value of the
          respective delayed Products. Monthly shipments which are delayed beyond
          one
          hundred fifty (150) days shall be deemed to constitute a material breach
          of this
          Agreement pursuant to Section 9.2.1
          below.
          Notwithstanding the foregoing, if SOLARFUN fails to make a payment to HOKU
          for
          Products actually shipped by HOKU within the 30-day period set forth in
          Section
5.4
          below,
          HOKU shall not be required to supply any additional Product to SOLARFUN
          until
          HOKU has received the past due amount including any interest payable thereon
          pursuant to this Agreement. For the avoidance of doubt, SOLARFUN’s right to
          reduce the purchase price pursuant to this Section 3.3
          shall
          not apply if HOKU is not fulfilling its supply obligations for this
          reason.

         

        3.4. If
          HOKU
          delivers any Products to SOLARFUN prior to [*], then SOLARFUN shall pay
          HOKU a
          premium equal to [*]% of the applicable purchase price for the Products
          shipped
          prior to October 1, 2009. 

         

        4. Shipping
          & Delivery. 

         

        4.1. Except
          as
          provided in Section 3.2
          above,
          shipments shall be made from the Facility on a monthly basis in accordance
          with
          a shipment schedule that will be provided by HOKU each Year under this
          Agreement
          (the “Shipment
          Schedule”)
          no
          later than sixty (60) days prior to the applicable year. The Shipment Schedule
          shall provide for approximately equal monthly shipments that add up to
          the
          Minimum Annual Quantity of Products. 

         

        4.2. HOKU
          agrees that it will not enter into any additional supply contract with,
          or make
          any supply commitment to, any third party (not including the long term
          supply
          contracts that have been signed prior to the Effective Date (the “Pre-existing
          Commitments”))
          if
          the aggregate of HOKU’s delivery obligations under all of its supply contracts
          (including those with SOLARFUN and its Pre-existing Commitments) and such
          additional supply contract/commitment during any month would exceed the
          rated
          monthly production capacity of all polysilicon reactors at all HOKU Facilities,
          as certified by the manufacturer thereof. Subject to the foregoing, this
          Section
4.2
          shall
          not preclude HOKU from (A) entering into supply contracts for additional
          capacity from Facility expansion, including pre-sales of potential Facility
          expansions, or from increased productivity of the Reactors, or (B) selling
          on
          the spot market or entering into long-term contracts for the sale of polysilicon
          that does not meet the Product Specifications at any time during the term
          of
          this Agreement, provided that HOKU uses commercially reasonable efforts
          to meet
          the Product Specifications with respect to such polysilicon and that HOKU
          does
          not manufacture polysilicon for the purpose of making such spot market
          sales or
          fulfilling such long term contracts

         

          	
                  SOLARFUN Initials & Date  
                    WS May 13, 2008    
                        

                	 	
                  HOKU Initials & Date   
                    DS May 13, 2008         
                    

                


        

      

      
        
          
            
            

          

          
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        4.3. HOKU
          will
          use commercially reasonable efforts to make its first shipment of Products
          to
          SOLARFUN on or before July 1, 2009.

         

        5. Payments
          & Advances.

         

        5.1. HOKU
          acknowledges that as of the date of this Agreement, SOLARFUN has provided
          HOKU
          with a deposit of Eleven Million U.S. Dollars (US$11,000,000) via wire
          transfer
          of immediately available funds (the “First
          Deposit”)
          as
          advance payment for Products to be delivered under this Agreement.

         

        5.2. SOLARFUN
          shall pay in cash to HOKU the additional sum of Forty-Four Million U.S.
          Dollars
          (USD $44,000,000.00) (the “Main
          Deposit”) as
          an
          advance payment for Products to be delivered under this Agreement in accordance
          with the payment schedule set forth below. 

         

        5.2.1. Nineteen
          Million U.S. Dollars ($19,000,000) of the Main Deposit (the “Second
          Deposit”)
          shall
          be paid to HOKU on September 30, 2008 (the “Second
          Deposit Date”);
          provided, however, that the Second Deposit Date shall be extended until
          such
          time as HOKU has completed the Financing.

         

        5.2.2. Provided
          that this Agreement has not been terminated pursuant to Section 9.3,
          Twenty
          Million U.S. Dollars (USD $20,000,000) of the Main Deposit (the “Third
          Deposit”)
          shall
          be paid to HOKU on March 31, 2009 (the “Third
          Deposit Date”);
          provided, however, that the Third Deposit Date shall be extended until
          such time
          as HOKU has completed the Financing (unless this Agreement has been terminated
          pursuant to Section 9.3).
          

         

        5.2.3. Provided
          that this Agreement has not been terminated pursuant to Section 9.3, Five
          Million U.S. Dollars (USD $5,000,000.00) of the Main Deposit (the “Fourth
          Deposit”)
          shall
          be paid to HOKU on March 31, 2010 (the “Fourth
          Deposit Date”);
          provided, however, that the Fourth Deposit Date shall be extended until
          such
          time as HOKU has completed the Financing (unless this Agreement has been
          terminated pursuant to Section 9.3).

         

        5.3. Letter
          of Credit.
          

         

        5.3.1. HOKU
          acknowledges receipt of the irrevocable stand-by letter of credit attached
          hereto as Appendix
          3
          (the
“Citibank
          Letter of Credit”)
          in the
          amount of the Main Deposit.
          Within
          ten (10) days after the Effective Date, SOLARFUN shall provide an amended
          Citibank Letter of Credit in substantially the form of Appendix
          4
          attached
          hereto (the “Amended
          Letter of Credit”).
          Payment to HOKU of the Second Deposit, Third Deposit and Fourth Deposit
          shall be
          made under the Amended Letter of Credit upon its receipt of (A) written
          notice
          from HOKU that SOLARFUN has failed to make such payment on the Second Deposit
          Date, the Third Deposit Date or the Fourth Deposit Date, as applicable;
          and (B)
          written confirmation from HOKU that HOKU has completed its Financing. The
          Amended Letter of Credit shall expire on the later of the date when (i)
          the Main
          Deposit has been paid in full to HOKU by SOLARFUN, or (ii) the Main Deposit
          has
          been paid in full to HOKU from the Amended Letter of Credit.

         

          	
                  SOLARFUN Initials & Date  
                    WS May 13, 2008    
                        

                	 	
                  HOKU Initials & Date   
                    DS May 13, 2008         
                    

                


        

        
          
            
              
              

            

            
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          5.4. HOKU
            shall invoice SOLARFUN at or after the time of each shipment of Products
            to
            SOLARFUN. Taxes, customs and duties, if any, will be identified as separate
            items on HOKU invoices. All invoices shall be sent to SOLARFUN’s address as
            provided herein. Payment terms for all invoiced amounts shall be [*]
            days from
            date of shipment. All payments shall be made in U.S. Dollars. Unless
            HOKU is
            entitled to retain the Total Deposit as liquidated damages pursuant to
            Section
11
            below,
shipments
            to SOLARFUN shall be credited against the Total Deposit beginning
            in the second Year, as set forth in Appendix
            1
            (Pricing
            Schedule).

           

          5.5. The
            prices for the Products do not include any excise, sales, use, import,
            export or
            other similar taxes, such taxes will not include income taxes or similar
            taxes,
            which taxes will be invoiced to and paid by SOLARFUN, provided that SOLARFUN
            is
            legally or contractually obliged to pay such taxes. SOLARFUN shall be
            responsible for all transportation charges, duties or charges, liabilities
            and
            risks for shipping and handling (and hereby indemnifies HOKU for such
            costs,
            liabilities and risks); thus, the price for the Products shall not include
            any
            such charges.

           

          5.6. Late
            payments and outstanding balances shall accrue interest at the lesser
            of [*]%
            per annum or the maximum allowed by law. 

           

          6. Security
            Interest.

           

          6.1. Subject
            to receipt of the Initial Deposit and or payment of any portion of the
            Main
            Deposit HOKU hereby grants to SOLARFUN a security interest to secure
            the
            repayment by HOKU to SOLARFUN of the Total Deposit following any of the
            events
            set forth in Section 9.6
            below,
            which shall be subordinated in accordance with Section 6.2
            below,
            in all of the tangible and intangible assets related to HOKU’s polysilicon
            business (the “Collateral”).
            

           

          6.2. SOLARFUN
            acknowledges and agrees that the security interests and liens in the
            Collateral
            will not be first priority security interests, will only be subordinated
            to
            HOKU’s third-party lenders (the “Senior
            Lenders”)
            that
            provide debt financing for the construction of any HOKU Facility, and
            may be
            subordinated as a matter of law to other security interests, and to security
            interests that are created and perfected prior to the security interest
            granted
            to SOLARFUN hereby. SOLARFUN shall enter into subordination agreements
            with the
            Senior Lenders on terms and conditions reasonably acceptable to the Senior
            Lenders. 

           

          6.3. In
            addition, SOLARFUN shall enter into collateral, intercreditor and other
            agreements (the “Collateral
            Agreements”)
            with
            HOKU’s Senior Lenders, and with SANYO Electric Co., Ltd., Suntech Power Holding
            Co., Ltd., Global Expertise Wafer Division, Ltd., and HOKU’s other customers who
            provide prepayments for Products (collectively, “HOKU’s
            Other Customers”),
            as
            may be reasonably necessary to ensure that the security interest granted
            hereby
            is pari passu with the security interests that may be granted to HOKU’s Other
            Customers. SOLARFUN may not unreasonably refuse to sign any such Collateral
            Agreement, provided that such Collateral Agreement grants SOLARFUN a
            pari passu
            priority with respect to HOKU’s Other Customers, and is expressly subordinated
            to the Senior Lenders. 

           

          6.4. The
            security interest granted hereby shall continue so long as HOKU continues
            to
            maintain any amount of the Total Deposit, and only to the extent of such
            remaining amount of the Total Deposit being held by HOKU, which has not
            been
            credited against the shipment of Products pursuant to this Agreement,
            or
            otherwise repaid to SOLARFUN. Notwithstanding anything to the contrary
            contained
            in this Agreement, the Collateral consisting of real property shall secure
            only
            the obligations of HOKU to refund any portion of the Total Deposit to
            SOLARFUN
            in accordance with the terms of this Agreement. When the Total Deposit
            is no
            longer held by HOKU, SOLARFUN will sign such documents as are necessary
            to
            release its security interests.

           

            	
                    SOLARFUN Initials & Date  
                      WS May 13, 2008    
                          

                  	 	
                    HOKU Initials & Date   
                      DS May 13, 2008         
                      

                  


          

        

      

    

    
      
        
        

      

      
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      6.5. HOKU
        and
        SOLARFUN each agree to act in good faith to execute and deliver any additional
        document or documents that may be required in furtherance of the foregoing
        provisions of this Section 6,
        including the Collateral Agreements. Neither HOKU nor SOLARFUN may unreasonably
        refuse to sign any such document.

       

      7. Product
        Quality Guarantee. 

       

      7.1. HOKU
        warrants to SOLARFUN that the Products shall meet the Product Specifications.
        For each shipment, this warranty shall survive for [*] days after the applicable
        shipment date (the “Warranty
        Period”).
        Upon
        release of the Products to a common carrier or freight forwarder, FOB origin,
        HOKU warrants that the Products shall be free of all liens, mortgages,
        encumbrances, security interests or other claims or rights. HOKU will, upon
        prompt notification and compliance with HOKU’s instructions, refund or replace,
        at SOLARFUN’s sole option, any Product which does not meet the Product
        Specifications, and SOLARFUN shall comply with the inspection and return
        goods
        policy described in Section 8
        below
        with respect to such Products. No employee, agent or representative of HOKU
        has
        the authority to bind HOKU to any oral representation or warranty concerning
        the
        Products. Any oral representation or warranty made prior to the purchase
        of any
        Product and not set forth in writing and signed by a duly authorized officer
        of
        HOKU shall not be enforceable by SOLARFUN. HOKU makes no warranty and shall
        have
        no obligation with respect to damage caused by or resulting from accident,
        misuse, neglect or unauthorized alterations to the Products.

       

      7.2. HOKU
        EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY,
        INCLUDING THE WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR
        PURPOSE. HOKU’s sole responsibility and SOLARFUN’s exclusive remedy for any
        claim arising out of the purchase of any Product is a refund or replacement,
        as
        described above. In no event shall HOKU’s liability exceed the purchase price
        paid therefore; nor shall HOKU be liable for any claims, losses or damages
        of
        any individual or entity or for lost profits or any special, indirect,
        incidental, consequential, or exemplary damages, howsoever arising, even
        if HOKU
        has been advised of the possibility of such damages.

       

      7.3. HOKU
        shall, at its own expense, indemnify and hold SOLARFUN and its Affiliates
        harmless from and against any expense or loss resulting from any actual or
        alleged infringement of any patent, trademark, trade secret, copyright, mask
        work or other intellectual property related to the Products, and shall defend
        at
        its own expense, including attorneys fees, any suit brought against SOLARFUN
        or
        SOLARFUN’s Affiliates alleging any such infringement. SOLARFUN agrees that: (i)
        SOLARFUN shall give HOKU prompt notice in writing of any such suit; (ii)
        if HOKU
        provides evidence reasonably satisfactory to SOLARFUN of HOKU’s financial
        ability to defend the matter vigorously and pay any reasonably foreseeable
        damages, SOLARFUN shall permit HOKU, through counsel of HOKU’s choice, to answer
        the charge of infringement and defend such suit (but SOLARFUN, or SOLARFUN’s
        Affiliate may be represented by counsel and participate in the defense at
        its
        own expense); and (iii) SOLARFUN shall give HOKU all needed information,
        assistance, and authority, at HOKU’s expense, to enable HOKU to defend such
        suit. In case of a final award of damages in any such suit HOKU shall pay
        such
        award, but shall not be responsible for any settlement made without its prior
        consent. Except as otherwise expressly set forth herein, HOKU disclaims any
        obligation to defend or indemnify SOLARFUN, its officers, agents, or employees,
        from any losses, damages, liabilities, costs or expenses which may arise
        out of
        the acts of omissions of HOKU.

       

        	
                SOLARFUN Initials & Date  
                  WS May 13, 2008    
                      

              	 	
                HOKU Initials & Date   
                  DS May 13, 2008         
                  

              


        
          
            
            

          

          
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      8. Inspection
        and Return Goods Policy.

       

      8.1. An
        inspection of appearance of each shipment of Product shall be made by SOLARFUN
        in accordance with sound business practice upon the delivery of the Product,
        and
        in no case later than [*]
        after
        delivery at SOLARFUN’s factory. SOLARFUN shall inform HOKU promptly, and in no
        case later than [*]
        after
        delivery of Product, in case of any obvious damages or other obvious defects
        to
        the Product which SOLARFUN discovers under the inspection of
        appearance. 

       

      8.2. SOLARFUN
        shall perform final inspection of the Product upon introducing the Product
        into
        SOLARFUN’s production process. Such inspection shall take place during the
        Warranty Period. If the Product does not meet the Product Specifications,
        SOLARFUN shall notify HOKU in writing without undue delay after the inspection
        and, together with the notification, submit documentary evidence of the result
        of the final inspection whereupon HOKU shall have the right to undertake
        its own
        inspection prior to any return of the Products pursuant to Section 8.3
        below.

       

      8.3. Products
        may be returned to HOKU within the later of (a) [*] after discovery of a
        defect
        consistent with Sections 8.1
        and
8.2
        above;
        and (b) [*] after HOKU completes its inspection and confirms the defect pursuant
        to Section 8.2
        above,
        for replacement or a refund including all return shipment expenses. To assure
        prompt handling, HOKU shall provide SOLARFUN a return goods authorization
        number
        within 48 hours of SOLARFUN’s request. Provided that HOKU communicates this
        number to SOLARFUN within such timeframe, SOLARFUN will reference this number
        on
        return shipping documents. Returns made without the authorization number
        provided by HOKU in accordance with the foregoing may be subject to HOKU’s
        reasonable charges due to HOKU’s additional handling costs. HOKU reserves the
        right to reverse any credit issued to SOLARFUN if, upon return, such Product
        is
        determined by a predetermined third party not to be defective. 

       

      9. Term
        and Termination. 

       

      9.1. The
        term
        of this Agreement shall begin on the Effective Date and provided that the
        first
        delivery of the Product under this Agreement shall occur in 2009 or earlier,
        and
        unless previously terminated as hereinafter set forth, shall remain in force
        for
        a period of ten Years beginning with the First Shipment Date. 

       

      9.2. Each
        Party may, at its discretion, upon written notice to the other Party, and
        in
        addition to its rights and remedies provided under this Agreement or any
        other
        agreement executed in connection with this Agreement and at law or in equity,
        terminate this Agreement in the event of any of the following: 

       

      9.2.1. Upon
        a
        material breach of the other Party of any material provision in this Agreement,
        and failure of the other Party to cure such material breach within sixty
        (60)
        days after written notice thereof;
        provided, however, that such cure period shall not modify or extend the 150-day
        cure period for HOKU’s delivery obligations pursuant to Section 3.3
        above;
        and provided, further that such sixty (60) day cure period shall not apply
        to
        SOLARFUN’s failure to make any payment to HOKU pursuant to this Agreement. In
        the event of SOLARFUN’s failure to make payment on the 30-day payment terms set
        forth in Section 5.4
        hereof,
        termination by HOKU shall require the issuance of a written notice of default
        containing the threat of immediate termination if payment is not made within
        an
        additional grace period of not less than ten (10) business days.
        Notwithstanding the foregoing, HOKU is not required to produce Products for
        SOLARFUN while a payment default by SOLARFUN on an invoice for products actually
        shipped by HOKU has occurred and is continuing. For purposes of this Section
        9.2.1,
        a
“material breach” means a monthly shipment which is delayed beyond one hundred
        fifty (150) days, a payment default or any other material breach of this
        Agreement which materially and adversely affects a Party or which occurs
        on
        multiple occasions.

       

        	
                SOLARFUN Initials & Date  
                  WS May 13, 2008    
                      

              	 	
                HOKU Initials & Date   
                  DS May 13, 2008         
                  

              


      

    

    
      
        
        

      

      
        Page
          7 of
          21

        
          

        

      

      
        
        

      

    

    
       

      9.2.2. Upon
        the
        voluntary or involuntary initiation of bankruptcy or insolvency proceedings
        against the other Party; provided, that for an involuntary bankruptcy or
        insolvency proceeding, the Party subject to the proceeding shall have sixty
        (60)
        working days within which to dissolve the proceeding or demonstrate to the
        terminating Party’s satisfaction the lack of grounds for the initiation of such
        proceeding; 

       

      9.2.3. If
        the
        other Party (i) becomes unable, or admits in writing its inability, to pay
        its
        debts generally as they mature, (ii) becomes insolvent (as such term may be
        defined or interpreted under any applicable statute); or 

       

      9.2.4. In
        accordance with the provisions of Section 12
        (Force
        Majeure) below. 

       

      9.2.5. Without
        limiting the foregoing, SOLARFUN shall have the right to terminate this
        Agreement if the First Shipment Date does not occur on or before December
        31,
        2009. 

       

      9.3. HOKU
        and
        SOLARFUN shall each have the right to terminate this Agreement if HOKU
        has
        not completed the Financing on or before December 31, 2008.

       

      9.4. In
        the
        event that SOLARFUN does not provide the Amended Letter of Credit within
        ten
        (10) days after the Effective Date, then this Agreement shall be null and
        void,
        and the Supply Agreement shall survive in accordance with its
        terms.

       

      9.5. Upon
        the
        expiration or termination of this Agreement howsoever arising, the following
        Sections shall survive such expiration or termination: Sections 1
        (Definitions); Section 7
        (Product
        Quality Guarantee), Section 8
        (Inspection and Return Goods Policy); Section 9
        (Term
        and Termination); Section 10
        (Liability); Section 11
        (Liquidated Damages); and Section 13
        (General
        Provisions). 

       

      9.6. If
        SOLARFUN terminates this Agreement pursuant to Section 9.2.1,
        9.2.2,
        9.2.3,
        9.2.4,
        9.2.5,
        9.3,
        or 12
        then any funds remaining on the Total Deposit on such date of termination
        (including, without limitation, the First Deposit and any portion of the
        Main
        Deposit that has been paid to HOKU against the Amended Letter of Credit)
        shall
        be returned to SOLARFUN, and to the extent that the Amended Letter of Credit
        has
        not expired, HOKU shall return the original of the Amended Letter of Credit
        to
        SOLARFUN for cancellation; provided however that if SOLARFUN is in material
        breach of this Agreement at the time it terminates this Agreement, then HOKU
        shall not be required to repay any remaining amount of the Total Deposit
        or
        return the Amended Letter of Credit up to the amounts of HOKU’s direct loss from
        such material breach (unless SOLARFUN cures such breach within the applicable
        cure period) or SOLARFUN’s other outstanding and unpaid obligations hereunder
        (including, without limitation, obligations under Section 11).
        If
        HOKU
        terminates this Agreement pursuant to Sections 9.2.1,
        9.2.2,
        9.2.3,
        9.2.4,
        or
12,
        then
        HOKU shall be entitled to retain the Total Deposit and the Amended Letter
        of
        Credit including any funds remaining on the Total Deposit on such date of
        termination in accordance with Section 11.
        “Funds
        remaining”
on
        the
        Total Deposit are funds not applied against SOLARFUN’s purchase of Product,
        pursuant to Section 5.4
        above,
        for Product actually shipped to SOLARFUN hereunder.

       

        	
                SOLARFUN Initials & Date  
                  WS May 13, 2008    
                      

              	 	
                HOKU Initials & Date   
                  DS May 13, 2008         
                  

              


      

    

    
      
        
        

      

      
        Page
          8 of
          21

        
          

        

      

      
        
        

      

    

    
       

      10. Liability.
        

       

      10.1. IN
        NO
        EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR
        CONSEQUENTIAL DAMAGES OR FOR EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF SOLARFUN
        OR
        HOKU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

       

      10.2. NEITHER
        PARTY’S TOTAL LIABILITY TO THE OTHER FOR ANY KIND OF LOSS, DAMAGE OR LIABILITY
        ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, UNDER ANY THEORY OF
        LIABILITY, SHALL EXCEED IN THE AGGREGATE THE TOTAL DEPOSIT, EXCEPT WITH RESPECT
        TO SOLARFUN’S CONTINUING OBLIGATION TO PURCHASE THE PRODUCTS AS SET FORTH
        HEREIN. 

       

      11. Liquidated
        Damages.
        THE
        PARTIES ACKNOWLEDGE AND AGREE THAT ANY BREACH OF THIS AGREEMENT BY SOLARFUN
        MAY
        CAUSE IRREPARABLE AND IMMEASURABLE DAMAGE TO HOKU. BECAUSE IT IS DIFFICULT
        TO
        MEASURE THESE DAMAGES, IN THE EVENT THAT THIS AGREEMENT IS TERMINATED BY
        HOKU
        PURSUANT TO SECTION 9.2.1,
        9.2.2,
        9.2.3,
        9.2.4,
        or
12,
        THEN
        HOKU SHALL BE ENTITLED TO RETAIN AS LIQUIDATED DAMAGES, THE TOTAL DEPOSIT
        (INCLUDING ANY REMAINING PORTION THEREOF NOT CREDITED AGAINST PRODUCT
        SHIPMENTS). ANY AMOUNTS DUE FOR UNDELIVERED PRODUCT UNDER THIS AGREEMENT
        ARE
        STILL DUE, UNLESS OTHERWISE AGREED BY BOTH PARTIES IN WRITING. 

       

      12. Force
        Majeure.
        Neither
        Party shall be liable to the other Party for failure of or delay in performance
        of any obligation under this Agreement, directly, or indirectly, owing to
        acts
        of God, war, war-like condition, embargoes, riots, strike, lock-out and other
        events beyond its reasonable control which were not reasonably foreseeable
        and
        whose effects are not capable of being overcome without unreasonable expense
        and/or loss of time to the affected Party (i.e., the Party that is unable
        to
        perform). If such failure or delay occurs, the affected Party shall notify
        the
        other Party of the occurrence thereof as soon as possible, and the Parties
        shall
        discuss the best way to resolve the event of force majeure. If the conditions
        of
        Force Majeure continue to materially impede performance of any material
        obligation under this Agreement for a period of more than three (3) consecutive
        calendar months, then the non-affected Party shall be entitled to terminate
        this
        Agreement by 30 days’ prior written notice to the other Party. 

       

      13. General
        Provisions.
        

       

      13.1. This
        Agreement shall be construed under and governed by the laws of the State
        of
        California, U.S.A. 

       

      13.2. Upon
        notice from one Party to the other of a dispute hereunder, the Parties agree
        to
        hold a meeting within thirty (30) days of receipt of such notice with at
        least
        one (1) representative from each Party who has decision-making authority
        for
        such company. At this meeting, the Parties will attempt to resolve the dispute
        in good faith. If, after the meeting, the dispute has not been resolved,
        only
        then may a Party resort to litigation. Any proceeding to enforce or to resolve
        disputes relating to this Agreement shall be brought in California, USA.
        In any
        such proceeding, neither Party shall assert that such a court lacks jurisdiction
        over it or the subject matter of the proceeding. 

       

      13.3. HOKU
        may
        assign this Agreement to any of its Affiliates, and may assign its rights
        under
        this Agreement to any collateral agent as collateral security for HOKU’s secured
        obligations in connection with the financing a HOKU Facility, without the
        consent of SOLARFUN. Except as stated in the previous sentence, neither HOKU
        nor
        SOLARFUN may assign this Agreement to a third party without the prior written
        consent of the other Party, which consent shall not be unreasonably withheld.
        Notwithstanding the foregoing, an assignment of this Agreement by either
        Party
        in connection with a merger, acquisition, or sale of all or substantially
        all of
        the assets or capital stock of such Party shall not require the consent of
        the
        other Party. If this Agreement is assigned effectively to a third party,
        this
        Agreement shall bind upon successors and assigns of the Parties
        hereto. 

       

        	
                SOLARFUN Initials & Date  
                  WS May 13, 2008    
                      

              	 	
                HOKU Initials & Date   
                  DS May 13, 2008         
                  

              


      

    

    
      
        
        

      

      
        Page
          9 of
          21

        
          

        

      

      
        
        

      

    

    
       

      13.4. Except
        as
        provided elsewhere in this Agreement, a notice is effective only if the Party
        giving or making the notice has complied with this Section 13.4
        and if
        the addressee has received the notice. A notice is deemed to have been received
        as follows: 

       

      
        	 	
                (a)

              	
                If
                  a notice is delivered in person, or sent by registered or certified
                  mail,
                  or nationally or internationally recognized overnight courier,
                  upon
                  receipt as indicated by the date on the signed receipt;
                  or

              


      

       

      
        	 	
                (b)

              	
                If
                  a notice is sent by facsimile, upon receipt by the Party giving
                  the notice
                  of an acknowledgment or transmission report generated by the machine
                  from
                  which the facsimile was sent indicating that the facsimile was
                  sent in its
                  entirety to the addressee’s facsimile number.


              


      

       

      Each
        Party giving a notice shall address the notice to the appropriate person
        at the
        receiving Party at the address listed below or to a changed address as the
        Party
        shall have specified by prior written notice: 

       

      SOLARFUN:
        

      


      SOLARFUN
        POWER HONG KONG LIMITED 

      In
        care
        of: JIANGSU LINYANG SOLARFUN CO., LTD.

      No.
        666
        Linyang Rd.,

      Qidong
        Jiangsu Province 226200

      People’s
        Republic of China

      Tel:
        +86-21-6393-8326

      Fax:
        +86-21-6393-3099

      Attn:
        William Sien, VP of Business Development

      E-Mail:
        [*]

      


      HOKU:
        

      


      HOKU
        MATERIALS, INC.

      1075
        Opakapaka Street

      Kapolei,
        HI 96707

      Attn:
        Mr.
        Dustin Shindo, CEO

      E-mail:
        [*]

      Facsimile:
        +1 (808) 682-7807

       

      13.5. The
        waiver by either Party of the remedy for the other Party’s breach of or its
        right under this Agreement will not constitute a waiver of the remedy for
        any
        other similar or subsequent breach or right. 

       

      13.6. If
        any
        provision of this Agreement is or becomes, at any time or for any reason,
        unenforceable or invalid, no other provision of this Agreement shall be affected
        thereby, and the remaining provisions of this Agreement shall continue with
        the
        same force and effect as if such unenforceable or invalid provisions had
        not
        been inserted in this Agreement. 

       

      
        	
                SOLARFUN Initials & Date  
                  WS May 13, 2008    
                      

              	 	
                HOKU Initials & Date   
                  DS May 13, 2008         
                  

              


      

      
        
          
            
            

          

          
            Page
              10
              of 21

            
              

            

          

          
            
            

          

        

      

       

    

    
      13.7. No
        changes, modifications or alterations to this Agreement shall be valid unless
        reduced to writing and duly signed by respective authorized representatives
        of
        the Parties. 

       

      13.8. No
        employment, agency, trust, partnership or joint venture is created by, or
        shall
        be founded upon, this Agreement. Each Party further acknowledges that neither
        it
        nor any Party acting on its behalf shall have any right, power or authority,
        implied or express, to obligate the other Party in any way. 

       

      13.9. Neither
        Party shall make any announcement or press release regarding this Agreement
        or
        any terms thereof without the other Party’s prior written consent; provided,
        however, that the Parties will work together to issue a joint press release
        within two (2) days after execution of this Agreement. Notwithstanding the
        foregoing, either Party may publicly disclose the material terms of this
        Agreement pursuant to the United States Securities Act of 1933, as amended,
        the
        United States Securities Exchange Act of 1934, as amended, or other applicable
        law; provided, however, that the Party being required to disclose the material
        terms of this Agreement shall provide reasonable advance notice to the other
        Party, and shall use commercially reasonable efforts to obtain confidential
        treatment from the applicable governing entity for all pricing and technical
        information set forth in this Agreement.

       

      13.10. This
        Agreement constitutes the entire agreement between the Parties and supersedes
        all prior proposal(s), discussions and agreements, including, without
        limitation, the Supply Agreement, relative to the subject matter of this
        Agreement and neither of the Parties shall be bound by any conditions,
        definitions, warranties, understandings or representations with respect to
        such
        subject matter other than as expressly provided herein. No oral explanation
        or
        oral information by either Party hereto shall alter the meaning or
        interpretation of this Agreement. Notwithstanding the foregoing, if SOLARFUN
        fails to provide the Amended Letter of Credit within ten (10) days after
        the
        Effective Date, then this Agreement shall be null and void, and the Supply
        Agreement shall continue to be binding on the Parties as the final agreement
        between the Parties regarding the purchase and sale of Products.

       

      13.11. The
        headings are inserted for convenience of reference and shall not affect the
        interpretation and or construction of this Agreement. 

       

      13.12. Words
        expressed in the singular include the plural and vice-versa. 

       

        	
                SOLARFUN Initials & Date  
                  WS May 13, 2008    
                      

              	 	
                HOKU Initials & Date   
                  DS May 13, 2008         
                  

              


      

    

    
      
        
        

      

      
        Page
          11
          of 21

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Parties have executed this Second Amended & Restated
      Supply Agreement as of the date last set forth below.

     

    
      	
              SOLARFUN:

            	 	
              HOKU:

            
	 	 	 	 	 
	
              SOLARFUN
                POWER HONG KONG LIMITED 

            	 	
              HOKU
                MATERIALS, INC.

            
	 	 	 	 	 
	
              By:

            	
              /s/
                WILLIAM SIEN 

            	 	
              By:

            	
              /s/
                DUSTIN SHINDO 

            
	 	 	 	 	 
	
              Name:

            	
              William
                Sien

            	 	
              Name:

            	
              Dustin
                Shindo

            
	 	 	 	 	 
	
              Title:

            	
              VP
                of Business Development

            	 	
              Title:

            	
              Chairman
                & CEO

            
	
              Authorized
                Signatory

            	 	
              Authorized
                Signatory

            
	 	 	 	 	 
	 	 	 	 	 
	
              Date: 

            	
              May
                13, 2008

            	 	
              Date:

            	
              May
                13, 2008

            


    

     

    CORPORATE
      GUARANTY

     

    As
      an
      inducement for HOKU to enter into this Agreement with SOLARFUN, it is hereby
      agreed that the undersigned does hereby guaranty to HOKU the prompt, punctual
      and full payment of all monies now or hereinafter due HOKU from SOLARFUN, and
      agrees to the following:

     

    
      	 	
              a)

            	
              Until
                termination, this guaranty is unlimited as to amount or duration
                and shall
                remain in full force and effect notwithstanding any extension, compromise,
                adjustment, forbearance, waiver, release or discharge of any party
                obligor
                or guarantor.

            


    

    


    
      	 	
              b)

            	
              The
                obligations of the undersigned shall be at the election of HOKU,
                shall be
                primary and not necessarily secondary, and HOKU shall not be required
                to
                exhaust its remedies as against SOLARFUN prior to enforcing its rights
                under this guaranty against the
                undersigned.

            


    

    


    
      	 	
              c)

            	
              The
                guaranty hereunder shall be unconditional and absolute and the undersigned
                waives all rights of subrogation and set-off until all sums under
                this
                guaranty are fully paid. The undersigned further waives all suretyship
                defenses or defenses in the nature thereof,
                generally.

            


    

    


    
      	 	
              d)

            	
              The
                guaranty shall be valid and continuing during the term of this Agreement.
                

            


    

    


    
      	 	
              e)

            	
              The
                undersigned warrants and represents it has full authority to enter
                into
                this guaranty.

            


    

    


    
      	 	
              f)

            	
              This
                guaranty shall be binding upon and inure to the benefit of the parties,
                their successors, assigns and personal
                representatives.

            


    

    


    
      	 	
              g)

            	
              This
                guaranty shall be construed and enforced under the laws of the State
                of
                California, USA

            


    

    


    JIANGSU
      LINYANG SOLARFUN CO., LTD. 

    


    
      	
              By:

            	
              /s/
                WILLIAM SIEN

            	 	
              Date:

            	
              May
                13, 2008

            
	 	 	 	 	 
	
              Name:

            	
              William
                Sien

            	 	 	 
	 	 	 	 	 
	
              Title:

            	
              VP
                of Business Development

            	 	 	 
	
              Authorized
                Signatory

            	 	 	 


    

    


    Signature
      Page to Second Amended & Restated Supply Agreement

    
      
        
        

      

      
        Page
          12
          of 21

        
          

        

      

      
        
        

      

    

    


    Appendix
      1

    Pricing
      Schedule

     

    [*]

     

    If
      there
      is uncertainty in price between the delivery period and the total quantity
      for
      that period based on the table above, the price assigned to the quantity shall
      prevail. For example, the first [*] MT shall be invoiced at $[*]. 

     

      	
              SOLARFUN Initials & Date  
                WS May 13, 2008    
                    

            	 	
              HOKU Initials & Date   
                DS May 13, 2008         
                

            


    

    Appendix
      1 to Second Amended & Restated Supply Agreement

    
      
        
        

      

      
        Page
          13
          of 21

        
          

        

      

      
        
        

      

    

    


    Appendix
      2

    Product
      Specifications

     

    [*]

     

    The
      size
      distribution of the Products shipped shall be as follows:

    


    [*]

    


    Product
      Specifications shall be tested in accordance with the following procedures:
      graphite furnace atomic absorption spectroscopy, inductively coupled plasma-mass
      spectroscopy and Fourier transform infrared absorption
      spectroscopy.

     

      	
              SOLARFUN Initials & Date  
                WS May 13, 2008    
                    

            	 	
              HOKU Initials & Date   
                DS May 13, 2008         
                

            


    

     

    Appendix
      2 to Second Amended & Restated Supply Agreement

    
      
        
        

      

      
        Page
          14
          of 21

        
          

        

      

      
        
        

      

    

    


    APPENDIX
      3

    Citibank
      Letter of Credit 

     

    (See
      attached)

     

      	
              SOLARFUN Initials & Date  
                WS May 13, 2008    
                    

            	 	
              HOKU Initials & Date   
                DS May 13, 2008         
                

            


    

     

    Appendix
      3 to Second Amended & Restated Supply Agreement

    
      
        
        

      

      
        Page
          15
          of 21

        
          

        

      

      
        
        

      

    

     

    APPENDIX
      4

    Amended
      Letter of Credit

     

    AT
      THE
      REQUEST CITIBANK (CHINA) CO., LTD. SHANGHAI BRANCH AND FOR THE ACCOUNT OF
      JIANGSU LINYANG SOLARFUN CO., LTD. (“APPLICANT”) WITH ADDRESS AT NO. 666 LINYANG
      RD., QIDONG JIANGSU PROVINCE 226200, THE PEOPLE’S REPUBLIC OF CHINA, WE ISSUE
      OUR IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER...... IN FAVOR OF : HOKU SCIENTIFIC,
      INC. AND/OR HOKU MATERIALS INC. (“BENEFICIARY”), 1075 OPAKAPAKA STREET, KAPOLEI,
      HAWAII 96707 USA, ATTN: MR. DUSTIN SHINDO, CEO FOR AN AMOUNT NOT TO EXCEED
      IN
      THE AGGREGATE USD44,000,000.00 (FORTY FOUR MILLION UNITED STATES DOLLARS AND
      00/100 CENTS), EFFECTIVE IMMEDIATELY AND EXPIRING AT CITIBANK, N.A., C/O ITS
      SERVICER CITICORP NORTH AMERICA, INC., 3800 CITIBANK CENTER, GLOBAL TRADE
      SERVICE CENTER, BUILDING B, 3RD
      FLOOR, ,
      TAMPA, FL 33610, ON APRIL 15, 2010 .

    .

    THIS
      STANDBY LETTER OF CREDIT IS ISSUED RELATIVE TO A CONTRACT (“SUPPLY AGREEMENT”)
      PLACED IN _________________ 2008 BETWEEN HOKU SCIENTIFIC, INC. (“SUPPLIER”) AND
      SOLARFUN POWER HONG KONG LTD. (“BUYER”) FOR THE DELIVERY OF POLYCRYSTALLINE
      SILICON PRODUCTS (“GOODS”) TO JIANGSU LINYANG SOLARFUN CO., LTD.

    


    FUNDS
      UNDER THIS STANDBY LETTER OF CREDIT ARE AVAILABLE TO THE BENEFICIARY BY SIGHT
      PAYMENT WITH CITIBANK, N.A., NEW YORK AGAINST PRESENTATION OF A WRITTEN
      STATEMENT SIGNED BY THE BENEFICIARY MENTIONING THEREON OUR STANDBY LETTER OF
      CREDIT NUMBER........... AND CERTIFYING THAT “APPLICANT HAS FAILED TO PERFORM ITS
      CONTRACTUAL OBLIGATION UNDER THE POLYCRYSTALLINE SILICON CONTRACT. WE CERTIFY
      THAT WE HAVE COMPLIED FULLY WITH THE TERMS AND CONDITIONS OF THE UNDERLYING
      AGREEMENT.”

    


    WE
      HEREBY
      UNDERTAKE WITH BENEFICIARY TO HONOR EACH PRESENTATION MADE IN COMPLIANCE WITH
      THE TERMS AND CONDITIONS OF THIS STANDBY LETTER OF CREDIT ON OR BEFORE THE
      STATED EXPIRATION DATE, WHEN DULY PRESENTED TO US BY FACSIMILE TRANSMISSION
      OR
      EXPRESS COURIER, AT OUR ADDRESS STATED ABOVE.

    


    IF
      PRESENTATION OF SUCH DRAFT AND CERTIFICATE IS MADE BY FAX TRANSMISSION, IT
      SHALL
      BE FAXED TO FAX NO. 813-604-7187 OR SUCH OTHER FAX NUMBER IDENTIFIED BY CITIBANK
      IN A WRITTEN NOTICE TO YOU. TO THE EXTENT A PRESENTATION IS MADE BY FAX
      TRANSMISSION, YOU MUST (I) PROVIDE TELEPHONE NOTIFICATION THEREOF TO CITIBANK
      (PHONE NO. 813-604-7101) PRIOR TO OR SIMULTANEOUSLY WITH THE SENDING OF SUCH
      FAX
      TRANSMISSION AND (II) SEND THE ORIGINAL OF SUCH DRAFT AND CERTIFICATE TO
      CITIBANK BY OVERNIGHT COURIER, AT THE ADDRESS PROVIDED ABOVE FOR PRESENTATION
      OF
      DOCUMENTS, PROVIDED HOWEVER, THAT CITIBANK'S RECEIPT OF SUCH TELEPHONE NOTICE
      OR
      ORIGINAL DOCUMENTS SHALL NOT BE A CONDITION TO PAYMENT HEREUNDER. 

     

      	
              SOLARFUN Initials & Date  
                WS May 13, 2008    
                    

            	 	
              HOKU Initials & Date   
                DS May 13, 2008         
                

            


    

     

    Appendix
      4 to Second Amended & Restated Supply Agreement

    
      
        
        

      

      
        Page
          16
          of 21

        
          

        

      

      
        
        

      

    

    


    PAYMENT
      WILL BE MADE BY US FOUR (4) BANKING DAYS FOLLOWING OUR DETERMINATION THAT
      DOCUMENTS PRESENTED ARE IN FULL COMPLIANCE WITH THE TERMS AND CONDITIONS OF
      THE
      LETTER OF CREDIT.

     

    ALL
      PAYMENTS UNDER THIS STANDBY LETTER OF CREDIT SHALL BE MADE IN UNITED STATES
      DOLLARS, FOR VALUE, IN IMMEDIATELY AVAILABLE FUNDS BY WIRE TRANSFER TO SUCH
      ACCOUNT AS MAY BE DESIGNATED BY THE BENEFICIARY IN THE APPLICABLE DEMAND.


    


    IN
      THE
      EVENT THAT A DEMAND FAILS TO COMPLY WITH THE TERMS OF THIS STANDBY LETTER OF
      CREDIT, WE SHALL PROVIDE THE BENEFICIARY PROMPT NOTICE OF THE SAME STATING
      THE
      REASONS THEREFOR AND SHALL UPON INSTRUCTIONS FROM BENEFICIARY HOLD ANY
      NON-CONFORMING DEMAND AND OTHER DOCUMENTS AT BENEFICIARY’S DISPOSAL OR RETURN
      THE NON-CONFORMING DEMAND AND OTHER DOCUMENTS TO THE BENEFICIARY AT THE ADDRESS
      SET FORTH ABOVE BY OVERNIGHT COURIER. UPON BEING NOTIFIED THAT THE DEMAND WAS
      NOT EFFECTED IN COMPLIANCE WITH THIS STANDBY LETTER OF CREDIT, THE BENEFICIARY
      MAY ATTEMPT TO CORRECT SUCH NON-COMPLYING DEMAND IN ACCORDANCE WITH THIS STANDBY
      LETTER OF CREDIT.

     

    PARTIAL
      DRAWINGS ARE ALLOWED UNDER THIS LETTER OF CREDIT. EACH PRESENTATION HONORED
      BY
      US SHALL IMMEDIATELY REDUCE THE AMOUNT AVAILABLE TO BE DRAWN HEREUNDER BY THE
      AMOUNT OF THE PAYMENT MADE IN RESPECT OF SUCH PRESENTATION. 

    


    THIS
      LETTER OF CREDIT SHALL AUTOMATICALLY BECOME NULL AND VOID UPON THE EXPIRY DATE,
      WHETHER IT IS RETURNED TO US OR NOT; PROVIDED, HOWEVER, THAT IN THE EVENT OF
      AN
      ACT OF GOD, RIOT, CIVIL COMMOTION, INSURRECTION, WAR OR ANY OTHER CAUSE BEYOND
      OUR CONTROL THAT INTERRUPTS OUR BUSINESS AND CAUSES THE PLACE FOR PRESENTATION
      OF THIS STANDBY LETTER OF CREDIT TO BE CLOSED FOR BUSINESS ON THE LAST DAY
      FOR
      PRESENTATION, THE EXPIRY DATE WILL BE AUTOMATICALLY EXTENDED WITHOUT AMENDMENT
      TO A DATE FIFTEEN CALENDAR DAYS AFTER THE PLACE FOR PRESENTATION REOPENS FOR
      BUSINESS.

    


    ALL
      BANK
      CHARGES ARE FOR ACCOUNT OF THE APPLICANT.

    


    ALL
      PARTIES TO THIS STANDBY LETTER OF CREDIT ARE ADVISED THAT THE U.S.GOVERNMENT
      HAS
      IN PLACE SANCTIONS AGAINST CERTAIN COUNTRIES, RELATED ENTITIES AND INDIVIDUALS.
      UNDER THESE SANCTIONS CITIBANK N.A.IS/WILL BE PROHIBITED FROM ENGAGING IN
      TRANSACTIONS THAT MAY FALL WITHIN THE GUIDELINES OF SUCH SANCTIONS.


    


    ANY
      ONE
      BENEFICIARY OR COMBINATION OF BENEFICIARIES, ACTING INDIVIDUALLY OR
      COLLECTIVELY, MAY DRAW ON THIS LETTER OF CREDIT IN FULL OR IN PART, AND ANY
      ACTION TAKEN BY ANY OR ALL BENEFICIARIES HEREUNDER SHALL BIND EACH OF THEM
      EXCEPT THE REQUEST FOR THE TRANSFER OF THE LETTER OF CREDIT WHICH MUST BE
      JOINTLY SIGNED BY BOTH BENEFICIARIES.

     

      	
              SOLARFUN Initials & Date  
                WS May 13, 2008    
                    

            	 	
              HOKU Initials & Date   
                DS May 13, 2008         
                

            


    

     

    Appendix
      4 to Second Amended & Restated Supply Agreement

    
      
        
        

      

      
        Page
          17
          of 21

        
          

        

      

      
        
        

      

    

    


    IT
      IS
      CONDITION OF THIS LETTER OF CREDIT THAT IT IS TRANSFERABLE AND MAY BE
      TRANSFERRED IN ITS ENTIRETY, BUT NOT IN PART, AND MAY BE SUCCESSIVELY
      TRANSFERRED BY YOU OR ANY TRANSFEREE HEREUNDER TO A SUCCESSOR TRANSFEREE(S).
      TRANSFER UNDER THIS LETTER OF CREDIT TO SUCH TRANSFEREE MUST BE JOINTLY SIGNED
      BY BOTH BENEFICIARIES AND SHALL BE EFFECTED UPON PRESENTATION TO US OF THE
      ORIGINAL OF THIS LETTER OF CREDIT AND ANY AMENDMENTS HERETO ACCOMPANIED BY
      A
      REQUEST DESIGNATING THE TRANSFEREE IN THE FORM OF ANNEX _A__, ATTACHED HERETO,
      APPROPRIATELY COMPLETED

    


    THIS
      STANDBY LETTER OF CREDIT IS SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES
      1998,
      ICC PUBLICATION NO. 590 (“ISP98”), AND AS TO MATTERS NOT ADDRESSED BY ISP98,
      SHALL BE GOVERNED BY THE LAWS OF NEW YORK STATE AND APPLICABLE UNITED STATES
      FEDERAL LAWS.

     

      	
              SOLARFUN Initials & Date  
                WS May 13, 2008    
                    

            	 	
              HOKU Initials & Date   
                DS May 13, 2008         
                

            


    

     

    Appendix
      4 to Second Amended & Restated Supply Agreement

    
      
        
        

      

      
        Page
          18
          of 21

        
          

        

      

      
        
        

      

    


    Annex
      A

    Request
      for Full Transfer

    Relinquishing
      all Rights as Beneficiaries

    


    (
      This form is to be used when the Letter of Credit is to be Transferred in its
      entirety and , no substitution of invoices is involved and, no rights are to
      be
      retained by the undersigned Beneficiary.)

    


    
      	
              Citicorp
                North America Inc.,

            	
              Date:

            


    

    As
      Servicer for Citibank, N.A.

    3800
      Citibank Center, Bldg. B, 3rd
      Fl.

    Tampa,
      FL 33610

    


    Re:
      L/C No. _________

    


    Issued
      by: CITIBANK, N.A.

    


    Gentlemen:

    


    Receipt
      is acknowledged of the original instrument which you forwarded to us relative
      to
      the issuance of a Letter of Credit ( herein called the “Credit” ) bearing your
      reference number as above in favor of ourselves and/or Transferees and we hereby
      request you to transfer the said Letter of Credit, in its entirety,
      to:

     

    
      
        

      

       

    

    whose
      address 


    
      
        	
                is
                  

              	 


      

    

     

    
      
 


    (
      Optional ) Please advise Beneficiary through the below indicated Advising
      Bank:

     

    
      
 

      

    

    


    We
      are returning the original instrument to you herewith in order that you may
      deliver it to the Transferees together with your customary letter of
      transfer.

    


    It
      is understood that any amendments to the Letter of Credit which you may receive
      are to be advised by you directly to the Transferees and that the drafts and
      documents of the Transferees, if issued in accordance with the conditions of
      the
      Letter of Credit, are to be forwarded by you directly to the party for whose
      account the credit was opened (or any intermediary) without our
      intervention. (
      continued on page 2 )

     

      	
              SOLARFUN Initials & Date  
                WS May 13, 2008    
                    

            	 	
              HOKU Initials & Date   
                DS May 13, 2008         
                

            


    

     

    Appendix
      4 to Second Amended & Restated Supply Agreement

    
      
        
        

      

      
        Page
          19
          of 21

        
          

        

      

      
        
        

      

    


    Page
      2   Request
      for Full Transfer Relinquishing all Rights as
      Beneficiaries

    


    Citibank,
      N.A.
      reference _________________________

    


    
      	
              SIGNATURE
                GUARANTEED

            	 	 	
              Sincerely
                yours,

            
	 	 	 	 
	
              The
                Beneficiaries signatures with 

            	 	 	 
	
              titles
                conforms with that on file

            	 	 	 
	
              with
                us and such is/are authorized

            	 	 	 
	
              for
                the execution of this instrument.

            	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              (Name
                of Bank)

            	 	 	
              HOKU
                SCIENTIFIC, INC

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              (Bank
                Address)

            	 	 	
              (Telephone
                Number)

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              (City,
                State, Zip Code)

            	 	 	
              (Authorized
                Name and Title)

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              (Telephone
                Number)

            	 	 	
              (Authorized
                Signature)

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              (Authorized
                Name and Title)

            	 	 	
              HOKU
                MATERIALS INC.

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              (Authorized
                Signature)

            	 	 	
              (Telephone
                Number)

            
	 	 	 	 	 
	 	 	 	 	
               

            
	 	 	 	 	
              (Authorized
                Name and Title)

            
	 	 	 	 	 
	 	 	 	 	
               

            
	 	 	 	 	
              (Authorized
                Signature)

            


    

     

      	
              SOLARFUN Initials & Date  
                WS May 13, 2008    
                    

            	 	
              HOKU Initials & Date   
                DS May 13, 2008         
                

            


    

    
       

      Appendix
        4 to Second Amended & Restated Supply Agreement

    

    
      
        
        

      

      
        Page
          20
          of 21