Exhibit
      10.70

     

    [*]
      =
      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
      7,
      2008

    


    JH
      KELLY
      LLC

    831
      3rd
      Avenue


    Longview,
      WA 98632

    Attn:
      Mason Evans, President

    


    Dear
      Mason:

    


    Pursuant
      to Article 8.1 of the Cost Plus Incentive Construction Contract (the
“Contract”)
      dated
      August 8, 2007, by and between Hoku Materials, Inc. (“Owner”)
      and JH
      Kelly LLC. (“Contractor”),
      Owner
      and Contractor hereby agree to the following Change (as defined in the
      Contract). Capitalized terms not otherwise defined in this Change are defined
      in
      the Contract.

     

    
      	
            	1.	
              The
                Project Objective described in Exhibit
                A
                to
                the Contract is 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.	
              For
                3,500 metric tons per year of planned output the Target Price is
                increased
                by $25 million.

            


    

     

    
      	
            	3.	
              Section
                9.2.2.2 of the Agreement (Schedule Incentive) is amended and restated
                as
                follows:

            


    

     

    “Contractor
      may earn up to $1,500,000 (the “Schedule Incentive”) for achieving the
      milestones set forth on the Project Schedule attached as Exhibit B. The Schedule
      Incentive shall be paid to Contractor, if at all, in accordance with
Appendix
      2
      to
Exhibit
      C.”

     

    
      	
            	4.	
              Exhibit
                B
                to
                the Agreement is amended and restated in its entirety as set forth
                on
                Exhibit
                B
                attached hereto.

            


    

     

    
      	
            	5.	
              Exhibit
                C
                to
                the Agreement is amended by adding a new Appendix 2 as set forth
                on
                “Appendix 2 to Exhibit C” attached
                hereto.

            


    

     

    
      	
            	6.	
              The
                defined term “Substantial Completion” in Section 1.26 of the Agreement is
                amended and replaced in its entirety with the defined term “Final
                Completion” as set forth on Exhibit
                B
                attached hereto, and all references to the defined term “Substantial
                Completion” in the Agreement shall be amended and replaced by the defined
                term “Final Completion”. 

            


    

     

    One
      Hoku
      Way · Pocatello, Idaho 83204 · Tel 808-682-7800 · Fax 808-682-7807 ·
www.hokumaterials.com


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              Mason
                Evans

              JH
                Kelly LLC

              April
                7, 2008

              Page
                2 of
                6

            


    

    
      
        

      

    

     

    
      	
            	7.	
              Section
                1.15 of the Agreement is hereby amended and restated in its entirety
                as
                follows:

            


    

     

    “Mechanical
      Completion” means [*] (each defined on Exhibit
      B),
      as
      applicable.

     

    
      	
            	8.	
              Section
                3.11.1 of the Agreement is hereby amended and restated in its entirety
                as
                follows:

            


    

     

    “3.11.1 Attached
      as Exhibit
      B
      to this
      Agreement is a project schedule (the “Project
      Schedule”)
      that
      includes target dates for achieving milestones in the completion of the Work
      (the “Milestones”).”
      

     

    
      	
            	9.	
              Section
                3.11.2 of the Agreement is hereby amended and restated in its entirety
                to
                read as follows:

            


    

     

    “3.11.2 Subject
      to Sections 8 and 10 below and to any adjustments authorized pursuant to the
      other provisions of this Agreement, Contractor shall diligently perform the
      Work
      and strive to achieve each Milestone on or before the applicable date set forth
      in the Project Schedule, as may be modified through mutually approved Target
      Price Revisions or Change Orders through the course of the
      Project.”

     

    
      	
            	10.	
              Section
                3.11.3 of the Agreement is hereby amended and restated in its entirety
                to
                read as follows:

            


    

     

    “3.11.3 The
      dates
      for completing each Milestone set forth on Exhibit
      B
      shall be
      extended for any period of delay caused by reasons not within the sole control
      of Contractor, its suppliers or subcontractors, or Owner failing to provide
      timely payment or approvals in accordance with the provisions of this Agreement
      when such failure was not due to action or inaction of Contractor or its
      Subcontractors and provided that Contractor provides Owner with prompt written
      notice of any such delay by Owner. Provided that this Agreement is in full
      force
      and effect and Owner has directed Contractor to perform the applicable Work
      hereunder, then if such Work is delayed due to the fault of Contractor such
      that
      Contractor does not achieve any Milestone on or before the applicable date
      set
      forth in the Project Schedule, then the Project Schedule shall not be adjusted,
      and Contractor shall pay Owner liquidated damages in the amount of ten thousand
      dollars ($10,000) per day of delay in achieving the applicable milestone up
      to a
      combined aggregate limit of one million dollars ($1,000,000).”

     

    
      	
            	11.	
              Section
                4.2 of the Agreement is hereby amended and restated in its entirety
                to
                read as follows:

            


    

     

    “4.2 Property
      Rights and Access to Site. Owner warrants that it has a valid long-term
      leasehold interest in the Site and possesses the legal right to construct Work
      on the Site. Owner agrees to provide Contractor full access to the Site for
      purposes of performing the Work and an adequate area or areas at such Site
      for
      Contractor's office, warehouse, craft change rooms, shop buildings, welding
      facilities, materials storage and employee parking, and all temporary water
      and
      power necessary (including necessary standby or alternate power in the event
      of
      a power interruption) to support all construction. Owner, its agents and
      employees, shall have access to the Site to perform any and all work on the
      Site
      which Owner may undertake either through its own work forces or through
      contractors or subcontractors, independently hired by Owner, and to inspect
      Contractor’s work. Owner shall use commercially reasonable efforts to schedule
      such other work in a manner which will not delay Contractor’s work. If such
      delay is caused by Owner, Owner agrees to extend the Milestone Completion Date
      (as defined on Appendix
      2
      to
Exhibit
      C),
      as
      applicable, for the length of the delay and to keep Contractor whole for any
      additional labor costs caused by the delay unless such delay was due to action
      or inaction of Contractor or its subcontractors and provided that Contractor
      provides notice immediately to Owner’s Representative when Contractor believes
      such delay has occurred or is likely to occur. The provisions in this paragraph
      and in Section 3.12 regarding delays in construction shall not apply to time
      needed for normal inspections or for remedial work required following such
      inspections.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              Mason
                Evans

              JH
                Kelly LLC

              April
                7, 2008

              Page
                3 of 6

            


    

    
      
 

    
      	
            	12.	
              Section
                9.3.4.2 of the Agreement is hereby amended and restated in its entirety
                to
                read as follows:

            


    

     

    “9.3.4.2 Two
      and
      one-half percent (2.5%) retainage on all other Work. Owner shall release and
      pay
      Contractor fifty percent (50%) of all amounts retained from the Applications
      for
      Payment within thirty (30) days of Contractor’s achievement of “Substantial
      Completion - 1” (as defined on the Project Schedule), and shall release and pay
      Contractor the balance of all amounts retained within thirty (30) days of
      Contractor’s achievement of Final Completion.

     

    
      	
            	13.	
              The
                last sentence of Section 10.6 (Force Majeure) is hereby amended and
                restated in its entirety to read as
                follows:

            


    

     

    “Reasonable
      adjustment to Contract Price and Final Completion Date shall be made in the
      event of Force Majeure events and/or impacts.”

     

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

    


    Sincerely
      yours,

    


    HOKU
      MATERIALS, INC.

    


    /s/
      SCOTT
      PAUL

    Scott
      Paul, VP Bus. Dev.

    


    Acknowledged
      and agreed as of this 4th day of April, 2008.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              

            	
              Mason
                Evans

              JH
                Kelly LLC

              April
                7, 2008

              Page
                4 of 6

            


    

    
      
 

    JH
      KELLY
      LLC

    


    
      	
              By:

            	
              /s/
                MASON M. EVANS

            
	 	 
	
              Name:

            	
              Mason
                M. Evans

            
	 	 
	
              Title:

            	
              President
                

            


    

    


    Cc:
      Mark
      Fleischauer, JH
      Kelly LLC,
      2311
      East First Street, Vancouver, WA 98661


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              

            	
              Mason
                Evans

              JH
                Kelly LLC

              April
                7, 2008

              Page
                5 of 6

            


    

    
      
 

    Exhibit
      B

    


    PROJECT
      SCHEDULE

    


    The
      following Project Schedule is attached as Exhibit
      B
      to the
      Cost Plus Incentive Construction Contract dated as of August 8, 2007, between
      HOKU MATERIALS, INC. and JH KELLY LLC (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.

    


    It
      is
      understood by Owner and Contractor that the Project Schedule outlined above
      is a
      target. In no event, however, does Contractor represent or warrant to Owner
      that
      the Project Schedule will be achieved, and subject to Owner’s remedies pursuant
      to the Agreement for Contractor’s failure to perform, Contractor shall be paid
      for the Cost of the Work pursuant to the Agreement regardless of the actual
      completion schedule.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              

            	
              Mason
                Evans

              JH
                Kelly LLC

              April
                7, 2008

              Page
                6 of 6

            


    

    
      
 

    Appendix
      2 to Exhibit C

    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:

     

    
      	
              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, the applicable Schedule Incentive
      shall be reduced by $10,000 per day for every day the applicable Milestone
      is
      not achieved. However, in no event shall the Schedule Incentive be reduced
      below
      zero.