Exhibit
      10.69

     

    [*]
      =
      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.

    


    

    


    HOKU
      CHANGE ORDER 2.0

    April
      1,
      2008

    


    STONE
      & WEBSTER, INC.

    Attn:
      Mel
      Barnett

    One
      Main
      Street

    Cambridge,
      MA 02142

    


    Dear
      Mel:

    


    Pursuant
      to Article 8.2 of the Engineering, Procurement & Construction Management
      Agreement (the “Agreement”)
      dated
      August 7, 2007, by and between Hoku Materials, Inc. (“Owner”)
      and
      Stone & Webster, Inc. (“Contractor”),
      Owner
      and Contractor hereby agree to the following Change Order (as defined in the
      Agreement). Capitalized terms not otherwise defined in this Change Order are
      defined in the Agreement.

     

    
      	
            	1.	
              The
                definition of “Project” in the Agreement, and the Project Objective
                described in Exhibit
                A
                to
                the Agreement are hereby changed to reflect an increase in the planned
                output of the Project from 2,000 metric tons per year to a minimum
                of
                3,500 metric tons per year.

            


    

     

    
      	
            	2.	
              The
                TIC is increased from $260 million to $390 million for 3,500 metric
                tons
                per year of plant capacity.

            


    

     

    
      	
            	3.	
              Contractor’s
                estimated fee for its services, defined in the Agreement as the Target
                Price, is $50 million.

            


    

     

    
      	
            	4.	
              Exhibit
                B of the Agreement is amended and restated as set forth on Exhibit
                B to
                this Change Order. The definition of “Substantial Completion” as set forth
                in the Agreement is amended and restated as set forth on Exhibit
                B
                hereto.

            


    

     

    
      	
            	5.	
              Addendum
                1 to Exhibit D is amended and restated as set forth on Addendum to
                Exhibit
                D to this Change Order.

            


    

     

    Except
      for the matters specifically set forth above, this Change Order does not amend
      the Agreement. Please sign below to acknowledge your agreement with this Change
      Order.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
              

            	
              Mr.
                Mel Barnett

              Stone
                & Webster, Inc.

              April
                1, 2008

              Page
                2 of
                5

            


    

    


    Sincerely
      yours,

    


    
      	
              HOKU
                MATERIALS, INC.

            
	 	 
	
              By:

            	
              /s/
                SCOTT PAUL

            
	 	 
	
              Name:

            	
              Scott
                Paul

            
	 	 
	
              Title:

            	
              VP
                Business Development & General
                Counsel

            


    

    


    Acknowledged
      and agreed as of _April
      8__________,
      2008.

    


    
      	
              STONE
                & WEBSTER, INC.

            
	 	 
	
              By:

            	
              /s/
                MICHAEL L. RICH

            
	 	 
	
              Name:

            	
              Michael
                L. Rich

            
	 	 
	
              Title:

            	
              Sr.
                V.P.

            


    

    


    Cc:
      Mike
      Rich, Stone
      & Webster, Inc.,
      1430
      Enclave Parkway, Houston, TX 77077


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
              

            	
              Mr.
                Mel Barnett

              Stone
                & Webster, Inc.

              April
                1, 2008

              Page
                3 of 5

            


    

    


    Exhibit
      B

    


    CONTRACT
      TIME SCHEDULE

    


    The
      following Contract Time Schedule is attached as Exhibit B to the Engineering,
      Procurement and Construction Management Agreement dated as of August 7, 2007,
      between HOKU MATERIALS, INC. and STONE & WEBSTER, INC. (the “Agreement”).
      Capitalized terms not otherwise defined herein are defined in the Agreement.
      

    


    The
      “Preliminary Reactor Test Demonstration” is scheduled for completion on or
      before October 31, 2008. For purposes of the Agreement, the Preliminary Reactor
      Test Demonstration means that two or more polysilicon deposition reactors at
      the
      Site are set-up such that they may be put into short term testing and operation
      to produce polysilicon (permanent connections, automatic controls, etc. are
      not
      required for this milestone) independent of the full facility. 

    


    [*]

    


    “Final
      Completion” is scheduled to be accomplished on or before September 12, 2009. For
      purposes of the Agreement, “Final Completion” means that (i) all punch list
      items have been completed to Owner’s reasonable satisfaction; (ii) all temporary
      facilities have been removed; and (iii) the Project is complete.

    


    The
      inability of the Owner to occupy and use the Project because of failures or
      deficiencies arising from (1) Owner furnished equipment or materials or (2)
      unperformed work or obligations of the Owner, including acts or omissions of
      the
      Owner’s other contractors and vendors; shall not be a reason for the Owner to
      refuse to either extend a milestone date or for Owner to refuse to issue a
      milestone certificate deeming the milestone as achieved by Contractor.



    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              

            	
              Mr.
                Mel Barnett

              Stone
                & Webster, Inc.

              April
                1, 2008

              Page
                4 of 5

            


    

     

    Addendum
      1 to Exhibit D

     

    This
      Addendum 1 to Exhibit D of the Engineering, Procurement and Construction
      Management Agreement dated as of August 7, 2007, between HOKU MATERIALS, INC.
      and STONE & WEBSTER, INC. (the “Agreement”),
      to
      which this Addendum is attached is hereby incorporated into the Agreement.
      Capitalized terms not otherwise defined herein are defined in the Agreement.
      

    


    As
      an
      incentive for Contractor to perform to meet the tight construction schedule,
      and
      to minimize cost to Owner, Contractor shall be paid the following fees, which
      are in addition to those outlined in Exhibit D.

     

    Total
      Cost Incentive

     

    The
      total
      installed cost (TIC) target for Owner to complete the Project is $390 million.
      The TIC shall include all costs incurred by Owner in the construction of the
      Project including procured material and equipment and cost of other contractors
      performing work on the Project, and all fees, costs and expenses incurred in
      accordance with Contractor’s Work pursuant to Sections 1 and 2 of Exhibit D, all
      of Contractor’s Work, and all incentive payments that may be paid to Contractor
      pursuant to this Addendum 1. The TIC shall specifically exclude “soft costs”
incurred by Owner, which shall include, but not be limited to, interest expense,
      loan fees, legal fees, and labor costs incurred by Owner. The TIC and Target
      Price shall be adjusted pursuant to ARTICLE 6.3 and ARTICLE 8 of the Agreement
      for any approved Change Orders plus the following:

     

    
      	•	
              Increase
                in foreign exchange costs that actually increase the TIC or Target
                Price
                of the Project

            


    

     

    
      	
              •

            	
              All
                taxes, duties, or other Government imposts not reasonably foreseeable
                that
                actually increase the TIC or Target Price of the
                Project

            


    

     

    
      	
              •

            	
              All
                increases in transportation costs that are not reasonably foreseeable
                and
                that actually increase the TIC or Target Price of the
                Project

            


    

     

    
      	
              •

            	
              All
                increases in costs of insurance for the Project that are not reasonably
                foreseeable and actually increase the TIC or Target Price of the
                Project

            


    

     

    
      	
              •

            	
              All
                costs or delays which results from an event of Force Majeure or Owner
                acts
                and omissions

            


    

     

    
      	
              •

            	
              Any
                increases in equipment costs above the original
                budget

            


    

     

    
      	
              •

            	
              The
                cost of theft and/or vandalism not recoverable from insurance and
                not due
                to the negligent or reckless acts of Contractor, or Contractor’s failure
                to secure and protect the Project from theft and
                vandalism

            


    

     

    In
      the
      event Owner’s TIC is less than the target TIC, as adjusted herein, Contractor
      shall be entitled to a Cost Incentive equal 50% of the savings, up to a maximum
      incentive to Contractor of $2,000,000.

     

    In
      the
      event that the cost of Contractor’s Work is less than $50,000,000 (“Target
      Price”), Contractor shall be entitled to an additional Cost Incentive equal to
      50% of the savings, up to a maximum incentive of $1,500,000.

     

    Schedule
      Incentive

     

    Based
      upon equipment lead time, construction and permitting, the date for Final
      Completion (as defined in Exhibit
      B
      to the
      Agreement) is September 12, 2009 (the “Final
      Completion Date”).
      However, it is Owner’s desire to achieve certain interim completion milestones
      as specified on Exhibit
      B
      to this
      Agreement by the dates specified in the table below (each, a “Completion
      Date”).
      In
      the event such milestones are achieved by the applicable dates set forth below,
      Contractor shall be entitled to a “Schedule Incentive” as set forth in the
      following table:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              

            	
              Mr.
                Mel Barnett

              Stone
                & Webster, Inc.

              April
                1, 2008

              Page
                5 of 5

            


    

     

    
      	
              Milestone

            	 	
              Completion Date

            	 	
              Schedule Incentive

            
	
              Preliminary Reactor Installation

            	 	
              October 31, 2008

            	 	
              [*]

            
	
              [*]

            	 	
              [*]

            	 	
              [*]

            
	
              [*]

            	 	
              [*]

            	 	
              [*]

            
	
              [*]

            	 	
              [*]

            	 	
              [*]

            
	
              [*]

            	 	
              [*]

            	 	
              [*]

            
	
              [*]

            	 	
              [*]

            	 	
              [*]

            
	
              [*]

            	 	
              [*]

            	 	
              [*]

            
	
              [*]

            	 	
              [*]

            	 	
              [*]

            
	
              [*]

            	 	
              [*]

            	 	
              [*]

            
	
              Final
                Completion

            	 	
              September
                12, 2009

            	 	
              [*]

            


    

     

    However,
      after the date of each such Completion Date set forth above, the applicable
      Schedule Incentive shall be reduced by $10,000 per day for every day beyond
      the
      applicable Completion Date that each Milestone is not achieved. However, in
      no
      event shall the Schedule Incentive be reduced below zero. The scheduled
      completion dates outlined above shall be adjusted pursuant to ARTICLE 6.3 of
      the
      Agreement and pursuant to ARTICLE 8 of the Agreement for any approved Change
      Orders 

     

    It
      is
      understood by both Parties that the TIC, Target Price, and Schedule Incentives
      outlined above are only intended to provide an incentive for Contractor to
      put
      forth extra efforts to minimize Project costs and meet the Contract Time
      Schedule. In no event, however, does Contractor represent or warrant to Owner
      that the TIC, Target Price, or the Contract Time Schedule will be achieved,
      and
      Contractor shall be paid for the Work pursuant to the Agreement regardless
      of
      the actual results of the TIC, Target Price, and/or Contract Time Schedule.