Exhibit
      10.59

    


    [*]
      =
      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. 

    


    
      AGREEMENT
        FOR CONSTRUCTION OF HOKU ELECTRIC SUBSTATION

    

    AND
      ASSOCIATED FACILITIES

     

    THIS
      AGREEMENT for the construction of Hoku electric substation and associated
      facilities (the “Agreement”) is entered into as of the 28th day
      of
December,
      2007 by and between HOKU MATERIALS, INC., One Hoku Way, Pocatello,
      Idaho 83204 (“Hoku”) and IDAHO POWER COMPANY, P.O. Box 70, Boise, Idaho
      83707 (“Idaho Power” or “IPCO”). Hoku and IPCO may also be referred to
hereinafter
      individually as “Party” or collectively as the “Parties”.

     

    RECITALS

     

    A. Hoku
      is
      developing a manufacturing plant to produce polysilicon, a key material
      used in the production of solar cells and integrated circuits. The construction
      of an
      electric substation and associated transmission facilities is required to allow
      IPCO to supply
      electric capacity and energy to Hoku’s manufacturing complex located at South
Philbin
      Road in Pocatello, Idaho (“Hoku Facility”). Hoku has requested that the
substation
      and associated facilities be sized to allow IPCO to provide electric service
      to
the
      Hoku
      Facility in an amount up to [*] Megawatts (“MW”) of demand.

     

    B. Because
      the Hoku Facility will be located in an area where Idaho Power does
      not
      have existing facilities of adequate capacity, delivery of power to the Hoku
      Facility
      site will require the construction of (1) approximately [*] of [*] volt
overhead
      transmission line to interconnect with Idaho Power’s existing transmission
system,
      (2) a new [*] volt electric substation at the Hoku Facility, and (3) additional
      equipment and facilities at IPCO’s existing substations. These facilities are
      sometimes hereinafter collectively referred to as the “Requested Facilities” and
      are described in greater detail in Exhibit 1 to this Agreement. This Agreement
      is not subject to or governed by Rule H, Idaho Power’s tariff governing line
      installations, including any revisions to that rule, or any successor rules
      or
      schedules.

     

    
      
        
        

      

      
        Page
          1

        
          

        

      

      
        
        

      

    

    
       

    

    C. Idaho
      Power will construct the Requested Facilities in accordance with the terms
      and
      provisions of this Agreement.

     

    NOW,
      THEREFORE, in consideration of the mutual obligations and undertakings set
      forth
      herein, and other good and valuable consideration, the sufficiency is hereby
      acknowledged, Hoku and Idaho Power agree as follows:

     

    AGREEMENTS

     

    1. Construction
      of Requested Facilities 

     

    1.1
      Idaho
      Power will construct the Requested Facilities to provide for the
      delivery of power (capacity) at a point generally described as the load side
      terminals of
      the
      substation transformer [*]
      disconnect
      switches at the Hoku Facility
      (the “Delivery Point”).

     

    1.2
      Idaho
      Power will use commercially reasonable efforts to complete construction
      of the Requested Facilities by February 15, 2009. However, Hoku recognizes
      that Idaho Power’s ability to complete the Requested Facilities on or before
that
      date
      is subject to the receipt of the site plans and payments from Hoku as
described
      herein, Idaho Power’s ability to obtain required labor, materials and
equipment,
      timely receipt of satisfactory easements and rights of way, and timely receipt
      of governmental regulatory authorizations.

     

    1.3
      If
      Idaho Power fails to meet the completion deadline described above,
      and such failure is not excused as provided in Section 1.2, the Parties agree
      that Hoku may submit the matter to the Idaho Public Utilities Commission
      (“Commission”) for
      appropriate relief, and pending final resolution, Hoku’s obligation to make
      further payments pursuant to the terms of this Agreement shall be
      suspended.

    


    
      
        
        

      

      
        Page
          2

        
          

        

      

      
        
        

      

    

     

    2. Project
      Cost 

     

    2.1
      Excluding amounts previously paid for design and engineering expenses,
      the total estimated cost for the construction of the Requested Facilities is
      $14,804,000. Hoku’s payments to IPCO constitute a Contribution In Aid of
      Construction (“CIAC”)
      and include a tax gross-up of thirty-one percent (31%) to cover IPCO’s
resulting
      income tax liability. Hoku shall pay IPCO in the amounts and at the times specified
      below:

     

    
      	
              January
                9, 2008

            	
              $3,701,000

            
	
              March
                1, 2008

            	
              $3,701,000

            
	
              June
                1, 2008

            	
              $3,701,000

            
	
              September
                1, 2008

            	
              $3,201,000

            
	
              Facilities
                Available for Service

            	
              $500,000

            


    

     

    For
      purposes of the payment schedule described above, “Facilities Available for
Service”
      shall mean the date when the capacity is first made available to provide the
      requested
      service. In the event of significant scheduling changes, the payment
milestones
      will be delayed or accelerated accordingly. The total estimated cost of the
      Requested Facilities does not include costs associated with use of any temporary
      substations,
      transmission or distribution facilities that may be necessary to provide
Hoku
      with
      temporary start-up power prior to the expected February 15, 2009 completion
      date. The cost of such temporary facilities will be invoiced to and paid by
      Hoku
      separately from this Agreement.

     

    
      
        
        

      

      
        Page
          3

        
          

        

      

      
        
        

      

    

    
       
2.2
      If
      Hoku fails to pay an amount due on or before the payment milestone
      date specified in Section 2.1, any obligation of Idaho Power to further perform
      under
      this agreement will be suspended pending receipt of such payment. If, after
      Idaho
      Power’s delivery to Hoku of notice that such payment has not been received, Hoku
      fails to make such payment within ten (10) days of Idaho Power sending such
      notice,
      Idaho Power may, in its sole discretion, terminate this Agreement. If this
      Agreement
      is so terminated, Idaho Power shall refund to Hoku any portion of Hoku’s
previous
      payments that Idaho Power has not encumbered for work orders for design,
labor,
      materials and supplies, permitting costs and other expenditures for the
Requested
      Facilities.

     

    2.3
      Hoku’s payments under this Agreement shall not provide or give Hoku
      any
      ownership rights or interest in the Requested Facilities. Ownership of the
      Requested Facilities and new Hoku Substation shall remain with
      IPCO.

     

    3. Capacity
      Entitlement 

     

    3.1
      Once
      construction of the Requested Facilities is complete, Idaho Power
      will have installed facilities and equipment sufficient to provide Hoku with
      [*]
      MW of
      electrical capacity measured at the Delivery Point to serve loads at the Hoku
      Facility.
      For five (5) years following the completion of construction, Idaho Power agrees
      not to
      serve
      additional customers from the two (2) substation transformers installed or
      utilize the
      two
      (2) vacant transformer spaces pursuant to this Agreement without the prior
      written consent
      of Hoku . However, if at the conclusion of the five (5)-year period following
      the completion of construction, total loads at the Hoku Facility are less than
      [*]
      MW,
      Hoku’s entitlement to capacity at the Delivery Point will be limited to the
      amount of contract demand
      established in the Electric Service Agreement referenced in Section 6 that
      is
      currently being negotiated between the Parties. Relinquishment of any portion
      of
      Hoku’s capacity
      entitlement, as discussed above, does not entitle Hoku to any refund of the
      CIAC
      payments specified in Section 2.1. Idaho Power will send a letter to Hoku
specifying
      the date when construction of the Requested Facilities has been completed and
      notifying Hoku that the five (5)-year time period described above has
      commenced.

     

    
      
        
        

      

      
        Page
          4

        
          

        

      

      
        
        

      

    

     

    4. Ownership
      Operation and Maintenance 

     

    4.1
      Idaho
      Power will own, operate and maintain the Requested Facilities
      constructed pursuant to this Agreement. Hoku recognizes that the Requested
      Facilities
      will become part of Idaho Power’s integrated electrical transmission and
distribution
      system and will be used by Idaho Power to provide electric service to other
      existing, and future, customers.

     

    5. Rights
      of Way and/or Easements 

     

    5.1
      Hoku
      and IPCO agree to work in good faith to acquire the rights to access
      and use the real property determined by IPCO to be reasonably required for
      locating,
      constructing, operating and maintaining the Requested Facilities. Idaho Power
      recognizes
      that Hoku does not own the land on which the Hoku Facility will be located
      (the
“Land”),
      but holds a long-term ground lease under which the City of Pocatello is the
      landlord.
      It is IPCO’s preference to own said real property in fee simple free and
clear
      of
      liens and other encumbrances. In the event IPCO purchases or otherwise
acquires
      the real property rights it deems necessary to access and use the Requested
      Facilities, Hoku shall fully reimburse IPCO for amounts spent by IPCO to
      purchase or otherwise acquire such necessary real property interest. All such
      easements and rights of way will be in a form reasonably acceptable to Idaho
      Power, and
      will
      be provided to Idaho Power at no cost. Idaho Power will be responsible for
      obtaining
      any and all other permits, rights-of-way, and/or regulatory approvals
required
      by public agencies for performance of this Agreement and for payment of any
      and
      all permit fees and/or taxes required for or associated with such permits,
      rights-of-way,
      and
      regulatory approvals.

    


    
      
        
        

      

      
        Page
          5

        
          

        

      

      
        
        

      

    

    
       

    

    5.2
      IPCO
      will make a good faith effort to coordinate construction, operation
      and maintenance schedules with Hoku so that such activities will not
unreasonably
      interfere with Hoku’s access, ingress and egress to the Hoku manufacturing
      complex.

     

    6. Refunds.
      

     

    6.1
      The
      Parties are concurrently negotiating an ELECTRIC SERVICE AGREEMENT
      (“ESA”) to govern the rates and terms of IPCO’s provision of electric
service
      to Hoku. The ESA shall be subject to the approval of the Commission and the
      respective
      rights and obligations of the Parties hereunder shall be subject to the
continuing
      jurisdiction and regulatory authority of said Commission. In the event an
ESA
      cannot be reached that is satisfactory to the Parties and receives regulatory
      approval
      from the Commission, or if Hoku notifies IPCO that it no longer wishes to
proceed
      with the construction of the Requested Facilities for any other reason, IPCO
      will
      refund only the amounts received that exceed the cost of constructing the
Requested
      Facilities then completed or committed to date, and IPCO shall use reasonable
      efforts to avoid or mitigate such costs.

    


    
      
        
        

      

      
        Page
          6

        
          

        

      

      
        
        

      

    

    
       
7. Additional
      Provisions 

     

    7.1
      Liability.
      Each
      Party will indemnify and hold harmless the other Party
      from and against loss, damage or liability, exclusive of costs and attorney’s
      fees, resulting from claims asserted by third persons against either or both
      Parties to this Agreement
      on account of injury or death to persons or damage or destruction of
property
      occurring on such (indemnifying) Party’s side of the aforesaid Delivery Point,
      unless such injury or damage shall have resulted from the sole negligence of
      the
      other Party; provided, however, that each Party shall be solely responsible
      for
      claims of and payment to its employees for injuries occurring in connection
      with
      their employment or arising out of any worker’s compensation laws.

     

    7.2
      Limitation
      on Liability. NEITHER
      PARTY SHALL, IN ANY EVENT, BE
      LIABLE
      TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE
      OR CONSEQUENTIAL DAMAGES SUCH AS, BUT NOT LIMITED TO, LOST
      PROFITS, REVENUE OR GOOD WILL, OR INTEREST, WHETHER SUCH LOSS
      IS
      BASED ON CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR
      OTHERWISE.

     

    7.3
      Waivers.
      Any
      waiver at any time by either Party of any right with respect
      to any matter arising under this Agreement, or any failure to give notice
provided
      hereunder, shall not be deemed to be a waiver with respect to any subsequent
      matter,
      nor as the establishment of or consent to any practice under this Agreement
      or
an
      interpretation of any term or provision hereof.

     

    7.4
      Regulatory
      Authority. This
      Agreement is subject to valid laws and to
      the
      regulatory authority and orders, rules and regulations of the Commission and
      such other
      administrative bodies having jurisdiction, as well as Idaho Power Company’s
      Rules and Regulations as now or may be hereafter modified and approved by the
      Commission.

     

    
      
        
        

      

      
        Page
          7

        
          

        

      

      
        
        

      

    

     

     

    7.5
      Choice
      of Law and Venue. This
      Agreement shall be governed by and
      construed in accordance with the laws of the State of Idaho, and venue for
      any
court
      proceeding arising out of this Agreement shall be in Boise, Idaho.

     

    7.6
      Dispute
      Resolution. Prior
      to
      commencement of any suit, claim or other
      cause of action in any court proceeding, Hoku and IPCO agree to undertake good
      faith efforts to resolve such differences through negotiations between senior
      business representatives
      of each company. In the event of a dispute arising under this Agreement
      that cannot be resolved through negotiation, the prevailing party shall be
      entitled
      to reimbursement from the non-prevailing party for all reasonable costs and
      expenses, including reasonable attorney’s fees incurred by the prevailing party
      in the formal resolution of the dispute.

     

    7.7
      Modifications
      and Counterparts. This
      Agreement sets forth the entire
      understanding and agreement of Hoku and IPCO with regard to the construction
      of
      the
      Requested Facilities. This Agreement may only be amended or modified by a
writing
      signed by the duly authorized representatives of both parties. This Agreement
      may
      be
      executed in counterparts, each of which, taken together, shall constitute one
      and
      the
      same Agreement.

     

    7.8
      Notices.
      All
      notices, requests, demands and other communications which
      are
      required or may be given under this Agreement shall be in writing and shall
      be
      given
      to the intended recipient at the address specified below:

     

    
      
        
        

      

      
        Page
          8

        
          

        

      

      
        
        

      

    

     

     

    
      	If to IPCO, to:	 	
              
                Dan
                  Minor

              

              Senior
                Vice President, Delivery 

              Idaho
                Power Company

              P.O.
                Box 70

              Boise,
                Idaho 83707

            
	 	 	 
	With a copy to:	 	Thomas Saldin
              General
                Counsel

              Idaho
                Power Company 

              P.O.
                Box 70

              Boise,
                Idaho 83707

            
	 	 	 
	and	 	 
	 	 	 
	If to Hoku, to:	 	Karl Taft
              CTO

              Hoku
                Materials, Inc. One
                Hoku Way

              Pocatello,
                Idaho 83204

            
	 	 	 
	With a copy to:	 	Dustin Shindo
              CEO

              Hoku
                Scientific, Inc.

              1075
                Opakapaka Street Kapolei, Hawaii
                96707-1887

            


    

     

    8. Commission
      Approval. This
      Agreement and the respective rights and obligations of the Parties hereunder
      shall be subject to the continuing jurisdiction and regulatory authority of
      the
      Commission.

     

    
      
        
        

      

      
        Page
          9

        
          

        

      

      
        
        

      

    



     

    IN
      WITNESS WHEREOF, the Parties have entered into this Agreement effective as
      of
      the day
      and
      year first above written.

     

     

    
      	 	 	 
	 	HOKU
              MATERIALS,
              INC.
	 
 	 
 	 
 
	 	By:  	/s/ Dustin
              M.
              Shindo
	 	
              
Title:
              CEO
	 	 


    

    
       

      
        	 	 	 
	 	IDAHO
                POWER
                COMPANY
	 
 	 
 	 
 
	 	By:  	/s/ Dan
                Minor
                
	 	
                
                  

                

                Title: Senior Vice President,
                  Delivery

              
	 	 


      

       

      
        
          
          

        

        
          Page
            10

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      1

     

    HOKU
      REQUESTED FACILITIES

     

    New
      [*]
      Substation
      to be located at Hoku Facility 

    
      	
            	·	
              [*]
                Line
                Terminals with relay protection

            


    

    
      	
            	·	
              [*]
                LTC substation power transformers

            


    

    
      	
            	·	
              [*]
                circuit
                breakers, diagonal ring bus
                configuration

            


    

    
      	
            	·	
              [*]
                amp
                metered bus points of delivery

            


    

    
      	
            	·	
              Control
                enclosure for equipment protective relays and station
                battery

            


    

    
      	
            	·	
              Approx
                1+ acre yard size (site and access provided by
                Hoku)

            


    

     

    Don
      Substation 

    
      	 	
              ·

            	
              Install
                [*]
                new [*]
                Transmission Line Terminal with circuit breaker and
                protective relays for service to new substation located at the Hoku
                Facility.

            


    

     

    Alameda
      Substation 

    
      	 	
              ·

            	
              Install
                [*]
                new [*]
                Transmission Line Terminal with protective relays for service to
                new substation located at the Hoku
                Facility.

            


    

    
      	 	
              ·

            	
              Add
                [*] circuit breaker and line relay protection to existing Alameda
                Tap
                Transmission Line.

            


    

     

    Transmission
      Lines 

    
      	 	
              ·

            	
              Construct
                approx [*] single pole transmission line from Don Substation to new
                substation located at the Hoku
                Facility.

            


    

    
      	 	
              ·

            	
              Construct
                approx [*] single pole transmission line from Alameda Substation
                to new
                substation located at the Hoku
                Facility.

            


    

     

    Kinport
      Substation 

    
      	
            	·	
              Install
                protective relay for redundant Kinport-Alameda-Hoku [*] transmission
                source.

            


    

     

    Terry
      Substation 

    
      	
            	·	
              Install
                protective relay for redundant Terry-Alameda-Hoku [*] transmission
                source.

            


    

     

    Pocatello
      Service Building 

    
      	
            	·	
              Install
                protective relay communications equipment for redundant
                KinportAlameda-Terry [*] transmission
                source.

            


    

     

    
      
        
        

      

      
        EXHIBIT1