[*] =
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.

     

    

    Exhibit
10.109

    HOKU
CHANGE ORDER 4.0

    September
18, 2009

    


    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 dated August 8,
2007, by and between Hoku Materials, Inc. (“Owner”) and JH Kelly
LLC (“Contractor”), as
modified by Change Order No. 1 dated October 3, 2007 (“Change Order No. 1”),
Change Order No. 2 dated April 7, 2008 (“Change Order No. 2”) and Change Order
No. 3 dated March 27, 2009 (“Change Order No. 3”,
and collectively with Change Order No. 1, Change Order No. 2 and the Cost Plus
Incentive Contract, the “Contract”) 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
      parties hereto hereby acknowledge that Owner has not fulfilled its payment
      obligations under the Contract, including those contemplated by Change
      Order No. 3, and that, as a result, Contractor has been prevented from
      performing its Contract Statement of Work and reaching applicable
      Completion Dates.  Additionally, Owner officially directed
      Contractor to substantially curtail the Work effective July 10, 2009,
      pursuant to Section 10.5 of the
Contract.

            


    

     

    
      	
               
      

            	
              2.

            	
              The
      parties hereto hereby acknowledge that Owner has an amount equal to
      $11,544,495.51 past due and owing to Contractor under the Contract,
      including $9,928,485.98 in outstanding invoices and $1,616,009.53 in
      retainage.

            


    

     

    
      	
               
      

            	
              3.

            	
              The
      Project Schedule described in Exhibit B to the
      Contract (including the Schedule Incentive Completion Dates as amended and
      restated in Change Order No. 3) is hereby modified as follows to account
      for curtailment of the Work described in paragraph 1
  above:

            


    

     

    
      	
               
      

            	
              A.

            	
              The
      “Preliminary Reactor Installation” is scheduled for completion on or
      before December 24, 2009.

            


    

     

    
      
        	
              	
                B.

              	
                The
      “Partial Commercial Operation” is scheduled to be accomplished on or
      before March 25, 2010.


              


      

    

     

    
      	
               
      

            	
              C.

            	
              “Full
      Commercial Operation” is scheduled to be accomplished on or before
      December 24, 2010.

            


    

     

    
      	
               
      

            	
              D.

            	
              The
      foregoing Project Schedule dates are based on an assumed resumption of the
      Work commencing on October 1, 2009, and the funding and performance of the
      work contemplated in paragraph #5 below.  If resumption of Work
      is delayed past October 1, 2009 or if paragraph 4 and 6 obligations are
      delayed or unfulfilled by Owner, each such date set forth above shall be
      delayed day-for-day with such delay, provided however, that the
      day-for-day extension shall not apply to the above subsection (A)
      Preliminary Reactor Installation deadline unless the above stated
      obligations are not fulfilled by October 15,
  2009.

            


    

     

    
      One Hoku Way · Pocatello, Idaho 83204 ·
Tel 808-682-7800 · Fax 808-440-0357 · www.hokumaterials.com SaltLake-500175.1
0038360-00002

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            	
                    

                  	
                    Mason
      Evans

                    JH
      Kelly LLC

                    September
      18, 2009

                    Page
      2 of 3

                  


          

        

      

    

     

    
      	
               
      

            	
              4.

            	
              Contractor
      agrees to resume the Work within five (5) business days of receiving (a)
      written instructions from Owner to resume the Work; (b) full
      disclosure  to Contractor regarding Owner’s new funding sources
      and partner; and (c) payment from the Owner in the amount of not less than
      $5,000,000.  Payment of all Work upon resumption shall be in
      accordance with the terms of the existing
  Contract.

            


    

     

    
      	
               
      

            	
              5.

            	
              Prior
      to the resumption of the Work, or termination of the Contract, Owner
      agrees to pay Contractor’s invoices as generated for payment for new
      expenses incurred, and to be incurred, and new Work performed, and to be
      performed, as specified in Exhibit A
      hereto.  Owner further acknowledges and agrees that in the event
      the Work is not resumed as contemplated in paragraphs 4 and 6 herein,
      Contractor will incur further demobilization expense, the costs of which
      will be borne by Owner and paid through the monthly payments provided for
      in this paragraph 5.

            


    

     

    
      	
               
      

            	
              6.

            	
              Owner
      agrees to pay Contractor the sum of $6,544,495.51 on or before January 14,
      2010. In consideration thereof, Contractor hereby agrees to forbear from
      foreclosing on its lien recorded on July 30, 2009 until January 15, 2010,
      with respect to all sums due and payable under the Contract, and to
      refrain from recording any new liens, and to waive any interest, recording
      and title fees, and legal expenses to which Contractor believes it may be
      entitled in connection with amounts past due under the
      Contract.  Such agreement, however, shall be revocable in the
      event Owner fails to make the payments and fulfill the commitments
      summarized in Section 4 above on or before December 1,
    2009.

            


    

     

    Except
for the Modifications specifically set forth above, this Change order No. 4 does
not amend the Contract, and all such terms and conditions shall remain in full
force and effect.  Please sign below to acknowledge your agreement
with this Change.

    


    Sincerely
yours,

    


    HOKU
MATERIALS, INC.

    


    /s/ Scott
B. Paul

    


    Scott B.
Paul, COO

    


    Acknowledged
and agreed as of this 18th day of September, 2009.

    


    
      
        	
                JH
      KELLY LLC

              	 
      
	 
      	 
      
	
                By:

              	
                /s/ Mark Fleischauer

              
	 
      	 
      
	
                Name:

              	
                Mark Fleischauer

              
	 
      	 
      
	
                Title:

              	
                Vice
President

              


      

    

    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                  

                	
                  Mason
      Evans

                  JH
      Kelly LLC

                  September
      18, 2009

                  Page 3
      of 3

                


        

      



    Exhibit
A

    


    [*]