Unassociated Document


     

    
      Exhibit
        10.82

      CONFIDENTIAL

       

    

    [*]
      =
      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.

     

    SUPPLY
      AGREEMENT

     

    This
      Agreement is made as of the last date set forth on the signature page hereto
      (the “Effective
      Date”)
      between TIANWEI NEW ENERGY (CHENGDU) WAFER CO., LTD., a People’s Republic of
      China company (hereinafter “TIANWEI”)
      and
HOKU
      MATERIALS, INC., a
      Delaware corporation (hereinafter “HOKU”).
      HOKU
      and TIANWEI are sometimes referred to in the singular as a “Party”
or
      in
      the plural as the “Parties”.

     

    Recitals
      

     

    Whereas,
      HOKU desires to supply polysilicon to TIANWEI for its general use beginning
      in
      calendar year 2010 for a continuous period of ten years from the date of the
      first shipment. 

     

    Whereas,
      in exchange for HOKU’s agreement to allocate the supply of polysilicon, TIANWEI
      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.

           

          1.2. “Agreement”
shall
            mean this 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. “Effective
            Date”
has
            the
            meaning set forth in the first paragraph of this Agreement.

           

          1.4. “First
            Shipment Date”
shall
            mean the first day after March 1, 2010, when HOKU commences deliveries
            to
            TIANWEI of Products pursuant to this Agreement.

           

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

           

          1.6. “Independent
            Expert”
means
            any Qualified Laboratory that is reasonably acceptable to each of HOKU
            and
            TIANWEI; provided, however that if such parties cannot agree on the Independent
            Expert within ten (10) days, each Party shall select one independent
            expert form
            the list of Qualified Laboratories, and those two independent experts
            shall
            select the Independent Expert. 

           

          1.7. “Minimum
            Annual Quantity of Product”
means
            [*] metric tons ([*] kilograms). 

          
            

              
                	
                        TIANWEI
                          Initials & Date AG
                          August 4, 2008

                      	
                        HOKU
                          Initials & Date DS
                          August 4, 2008

                      


              

               

            

            
              
                
                

              

              
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              Exhibit
                10.82

              CONFIDENTIAL

            

             

          

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

           

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

           

          1.10. “Qualified
            Laboratory”
means
            each qualified laboratory set forth on Appendix
            2
            to this
            Agreement.

           

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

           

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

           

          1.13. “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, TIANWEI agrees to purchase from HOKU, and HOKU agrees to
              sell to
              TIANWEI, 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 TIANWEI 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).
                The foregoing [*] day grace period shall not apply to the first shipment
                that is
                scheduled for March 31, 2010. Only shipments in excess of each scheduled
                monthly
                shipment pursuant to the Shipment Schedule (as defined in Section
4.1
                below)
                will be considered as making up a quantity deficiency as stated above.
                Notwithstanding the preceding sentence, HOKU shall promptly inform
                TIANWEI of
                any occurrence which will, or may be expected to, result in material
                delay of
                the shipment date or quantity of any scheduled monthly shipment set
                forth in the
                Shipment Schedule, or any other material deviations from the Shipment
                Schedule.
                HOKU shall use all commercially reasonable efforts to make complete
                delivery of
                Products scheduled for monthly shipment pursuant to the Shipment
                Schedule or, if
                later, as soon as commercially practicable. In the event that HOKU
                fails to
                deliver Products in accordance with the Shipment Schedule, TIANWEI
                may cause
                HOKU at HOKU’s own shipping responsibility, cost and expense to deliver Products
                to the locations designated by TIANWEI by rail or ocean cargo vessel.
                At any
                time during the term of this Agreement, HOKU may ship to TIANWEI
                up to the full
                cumulative balance of Minimum Annual Quantity of Product to be shipped
                through
                the end of this Contract (an “Excess
                Shipment”)
                with
                TIANWEI’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.

               

              3.2. HOKU
                intends to manufacture the Products at its Facility; however, notwithstanding
                anything to the contrary herein, HOKU may deliver to TIANWEI Products
                that are
                manufactured by a third party other than HOKU (“Third
                Party Products”),
                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; and, provided further, that HOKU shall clearly label all
                Third Party
                Products and shall remain primarily liable for the acts and omissions
                of such
                third party producer in failing to meet the Quality Specifications.
                HOKU shall
                notify TIANWEI in writing prior to the delivery of Third Party
                Products. 

               

              
                
                  
                    	
                            TIANWEI
                              Initials & Date AG
                              August 4, 2008

                          	
                            HOKU
                              Initials & Date DS
                              August 4, 2008

                          


                  

                   

                

                
                  
                    
                    

                  

                  
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                  Exhibit
                    10.82

                  CONFIDENTIAL

                

                 

              

              3.3. Except
                in
                the case of a force majeure pursuant to Section 12
                below,
                if HOKU does not supply any Products pursuant to Section 3.1
                or
3.2
                within
                [*] days of the scheduled delivery date, HOKU will provide TIANWEI
                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
                immediately creditable by HOKU to the future invoiced price of the
                Products to
                be paid by TIANWEI commencing upon the date on which the purchase
                price
                reduction becomes due.
                In lieu
                of making a cash payment to TIANWEI 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 [*] days
                shall be deemed to constitute a material breach of this Agreement
                pursuant to
                Section 9.2.1
                below.
                Notwithstanding the foregoing, if TIANWEI fails to make a payment
                to HOKU within
                the [*] period set forth in Section 5.6
                below,
                HOKU shall not be required to supply any Product to TIANWEI until
                HOKU has
                received the past due amount including any interest payable thereon
                pursuant to
                this Agreement. For the avoidance of doubt, TIANWEI’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. HOKU
                hereby covenants and agrees that during the term of this Agreement,
                and provided
                that TIANWEI is not in breach of any material term of this Agreement,
                including,
                without limitation, its payment obligations hereunder, HOKU shall
                not ship any
                Products to any third party that is not one of HOKU’s Other Customers (e.g.,
                spot market sales), until HOKU has satisfied its delivery obligations
                to TIANWEI
                pursuant to Section 3.1
                of this
                Agreement.

              
                 

                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
                    will
                    use commercially reasonable efforts to make available to TIANWEI
                    its first
                    shipment of Products on or before March 31, 2010.

                   

                  4.3. In
                    addition to the Minimum Annual Quantity of Product to be delivered
                    to TIANWEI
                    each Year beginning on the First Shipment Date pursuant to this
                    Agreement, HOKU
                    shall use commercially reasonable efforts to ship an additional
                    [*] metric tons
                    of Products to TIANWEI in calendar year 2009. Any such shipments
                    shall be
                    invoiced at [*] U.S. Dollars ([*]) per kilogram pursuant to Section
5.6.
                    Any
                    Products sold to TIANWEI pursuant to this Section 4.3
                    shall be
                    from HOKU’s excess production output, which means that such Products are
                    not
                    required to be shipped pursuant to any of HOKU’s existing commitments to HOKU’s
                    existing Customers (limited to SANYO Electric Co., Ltd., Suntech
                    Power Holding
                    Co., Ltd., Global Expertise Wafer Division, Ltd., Solarfun Power
                    Hong Kong
                    Limited, and Jiangxi Kinko Energy Co., Ltd.), and would otherwise
                    be sold to
                    other new customers or on the spot market (such unallocated Products,
                    the
“Spot
                    Market Products”).
                    Notwithstanding the foregoing, HOKU shall have no obligation
                    to ship to TIANWEI
                    any Products that do not meet (or exceed) the Product
                    Specifications.

                  
                    

                      
                        	
                                TIANWEI
                                  Initials & Date AG
                                  August 4, 2008

                              	
                                HOKU
                                  Initials & Date DS
                                  August 4, 2008

                              


                      

                       

                    

                    
                      
                        
                        

                      

                      
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                      Exhibit
                        10.82

                      CONFIDENTIAL

                    

                     

                  

                  
                    
                      4.4. In
                        addition to the Minimum Annual Quantity of Product to be
                        delivered to TIANWEI
                        each Year beginning on the First Shipment Date pursuant to
                        this Agreement, and
                        in addition to any Products shipped to TIANWEI in calendar
                        year 2009 pursuant to
                        Section 4.3
                        above,
                        during the months of January and February, 2010, HOKU shall
                        provide TIANWEI with
                        a right of first refusal (the “ROFR”)
                        on up
                        to an aggregate of [*] metric tons of Spot Market Products
                        (as defined in
                        Section 4.3
                        above).
TIANWEI’s
                        ROFR on Spot Market Products shall be subject to the conditions
                        and procedures
                        set forth in the next sentences of this Section 4.4.
                        Prior
                        to any sale of Spot Market Products to a third party, HOKU
                        shall offer such Spot
                        Market Products to TIANWEI in writing via facsimile or email
                        (the “Offer”).
                        The
                        Offer
                        shall include the materials terms of the offer, including
                        price, volume and
                        shipping terms. TIANWEI shall provide HOKU with a written
                        notice of acceptance
                        of the Offer (the “Acceptance”)
                        within
                        [*] after receipt of the Offer. The Acceptance, together
                        with the Offer, shall
                        be a firm order which cannot be cancelled by either Party.
                        The Acceptance may
                        not change or add to the terms of the Offer, and any such
                        changes shall be
                        construed as a rejection of the Offer. If TIANWEI does not
                        provide the
                        Acceptance within [*] after receipt of the Offer, or if TIANWEI
                        rejects the
                        Offer, then HOKU may sell such Spot Market Products to any
                        third party. The
                        foregoing ROFR shall expire on the earliest to occur of (A)
                        HOKU’s shipment of
                        an aggregate of [*] metric tons of Spot Market Products to
                        TIANWEI during the
                        months of January and February 2010; or (B) February 28,
                        2010.

                       

                      5. Payments
                        & Advances.

                       

                      5.1. Within
                        fifteen (15) days after the Effective Date, TIANWEI shall
                        provide HOKU with a
                        prepayment of Fifteen Million U.S. Dollars (US$15,000,000)
                        via wire transfer of
                        immediately available funds (the “Initial
                        Deposit”).

                      
                         

                        5.2. TIANWEI
                          shall pay in cash to HOKU the additional sum of Fifteen
                          Million U.S. Dollars
                          (US$15,000,000) (the “Second
                          Deposit”)
                          as an
                          advance payment for Products to be delivered under this
                          Agreement. Payment of
                          the Second Deposit shall be made on or before November
                          15, 2008.

                         

                        5.3. TIANWEI
                          shall pay in cash to HOKU the additional sum of Ten Million
                          U.S. Dollars
                          (US$10,000,000) (the “Third
                          Deposit”)
                          as an
                          advance payment for Products to be delivered under this
                          Agreement. Payment of
                          the Third Deposit shall be made on or before January 15,
                          2009.

                         

                        5.4. TIANWEI
                          shall pay in cash to HOKU the additional sum of Five Million
                          U.S. Dollars
                          (US$5,000,000) (the “Fourth
                          Deposit”
and
                          together with the Second Deposit and the Third Deposit,
                          the “Main
                          Deposit”)
                          as an
                          advance payment for Products to be delivered under this
                          Agreement. Payment of
                          the Fourth Deposit shall be made when HOKU completes the
                          shipment to TIANWEI of
                          a cumulative aggregate of [*] metric tons of Products pursuant
                          to Section
4
                          of this
                          Agreement (including Products shipped in calendar year
                          2009).

                         

                        5.5. Within
                          thirty (30) days after the Effective Date, TIANWEI shall
                          provide to HOKU an
                          irrevocable stand-by letter of credit in substantially
                          the form of Appendix
                          3
                          attached
                          hereto (the “Letter
                          of Credit”)
                          in the
                          amount of the Main Deposit, with such changes as may be
                          mutually acceptable to
                          the Issuing Bank (defined in the next sentence) and HOKU.
                          The Letter of Credit
                          shall be issued to HOKU by the Hong Kong branch of China
                          Construction Bank, or
                          such other bank that is acceptable to HOKU in its sole
                          discretion (the
“Issuing
                          Bank”).
                          The
                          Letter of Credit shall be issued in US Dollars for the
                          full amount of the Main
                          Deposit, and shall be freely assignable by HOKU in connection
                          with any
                          assignment of this Agreement by HOKU pursuant to Section
14.4
                          below.
                          Payment to HOKU of the Third Deposit and the Fourth Deposit
                          shall be made by the
                          Issuing Bank upon its receipt of written notice that TIANWEI
                          has failed to make
                          such payment on the applicable date. The Letter of Credit
                          shall expire after the
                          Main Deposit has been paid in full.

                        
                          

                            
                              	
                                      TIANWEI
                                        Initials & Date AG
                                        August 4, 2008

                                    	
                                      HOKU
                                        Initials & Date DS
                                        August 4, 2008

                                    


                            

                             

                          

                          
                            
                              
                              

                            

                            
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                            Exhibit
                              10.82

                            CONFIDENTIAL

                          

                           

                        

                        5.6. HOKU
                          shall invoice TIANWEI at or after the time of each shipment
                          of Products to
                          TIANWEI. Taxes, customs and duties, if any, will be identified
                          as separate items
                          on HOKU invoices. All invoices shall be sent to TIANWEI’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 TIANWEI shall be credited against the Total Deposit
on
                          a
                          straight-line basis during the second through tenth Year
                          from the First Shipment
                          Date.

                         

                        5.7. 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 TIANWEI, provided
                          that TIANWEI is
                          legally or contractually obliged to pay such taxes. HOKU
                          and TIANWEI shall work
                          together to eliminate the possibility of taxes, but if
                          there are any assessed,
                          HOKU shall promptly remit to TIANWEI in full any such taxes
                          paid by TIANWEI
                          which are refunded to HOKU in whole or in part. TIANWEI
                          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.

                         

                        5.8. 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 TIANWEI a security interest
                            to secure the
                            repayment by HOKU to TIANWEI of the Total Deposit following
                            any of the events
                            set forth in Section 9.5
                            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. TIANWEI
                            acknowledges and agrees that the security interests and
                            liens in the Collateral
                            will not be first priority security interests, will be
                            expressly 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 TIANWEI hereby. TIANWEI shall enter into subordination
                            agreements with the
                            Senior Lenders on terms and conditions reasonably acceptable
                            to the Senior
                            Lenders. 

                           

                          6.3. In
                            addition, TIANWEI shall enter into collateral, intercreditor
                            and other
                            agreements (the “Collateral
                            Agreements”)
                            with
                            HOKU’s Senior Lenders, and with Hoku’s other customers, which may include SANYO
                            Electric Co., Ltd., Suntech Power Holding Co., Ltd.,
                            Global Expertise Wafer
                            Division, Ltd., Solarfun Power Hong Kong Limited, Jiangxi
                            Kinko Energy Co.,
                            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. TIANWEI may not unreasonably refuse to sign
                            any such Collateral
                            Agreement, provided that such Collateral Agreement grants
                            TIANWEI a pari passu
                            priority with respect to HOKU’s Other Customers, and is expressly subordinated
                            to the Senior Lenders. 

                          
                            

                              
                                	
                                        TIANWEI
                                          Initials & Date AG
                                          August 4, 2008

                                      	
                                        HOKU
                                          Initials & Date DS
                                          August 4, 2008

                                      


                              

                               

                            

                            
                              
                                
                                

                              

                              
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                              Exhibit
                                10.82

                              CONFIDENTIAL

                            

                             

                          

                        

                      

                    

                    
                      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 TIANWEI. 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 TIANWEI in
                        accordance with the terms of this Agreement. When the Total
                        Deposit is no longer
                        held by HOKU, TIANWEI will sign such documents as are necessary
                        to release its
                        security interests.

                       

                      6.5. HOKU
                        and
                        TIANWEI 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 TIANWEI
                        may unreasonably
                        refuse to sign any such document.

                       

                      7. Product
                        Quality Guarantee.

                       

                      7.1. HOKU
                        warrants to TIANWEI 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
                        (INCOTERMS 2000), 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 from TIANWEI, and TIANWEI’s compliance with
                        HOKU’s instructions, refund in full, including all direct costs,
                        or replace, at
                        TIANWEI’s sole option and at HOKU’s expense, any Product which does not meet the
                        Product Specifications, and TIANWEI 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 TIANWEI. 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 TIANWEI’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 therefor plus the direct expenses associated with the
                        refund or
                        replacement; 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 TIANWEI 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 TIANWEI or
                        TIANWEI’s Affiliates alleging any such infringement. TIANWEI agrees
                        that: (i)
                        TIANWEI shall give HOKU prompt notice in writing of any such
                        suit; (ii) if HOKU
                        provides evidence reasonably satisfactory to TIANWEI of HOKU’s financial ability
                        to defend the matter vigorously and pay any reasonably foreseeable
                        damages,
                        TIANWEI shall permit HOKU, through counsel of HOKU’s choice, to answer the
                        charge of infringement and defend such suit (but TIANWEI,
                        or TIANWEI’s Affiliate
                        may be represented by counsel and participate in the defense
                        at its own
                        expense); and (iii) TIANWEI 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 TIANWEI, its officers, agents, or employees, from
                        any losses, damages,
                        liabilities, costs or expenses which may arise out of the
                        acts of omissions of
                        HOKU.

                      

                        
                          	
                                  TIANWEI
                                    Initials & Date AG
                                    August 4, 2008

                                	
                                  HOKU
                                    Initials & Date DS
                                    August 4, 2008

                                


                        

                         

                      

                      
                        
                          
                          

                        

                        
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                      Exhibit
                        10.82

                      CONFIDENTIAL

                    

                    
                       

                      8. Inspection
                        and Return Goods Policy.

                       

                      8.1. An
                        inspection of appearance of each shipment of Product shall
                        be made by TIANWEI in
                        accordance with sound business practice upon the delivery
                        of the Product, and in
                        no case later than [*] weeks after delivery at TIANWEI’s factory. TIANWEI shall
                        inform HOKU promptly, and in no case later than [*] weeks
                        after delivery of
                        Product, in case of any obvious damages or other obvious
                        defects to the Product
                        which TIANWEI discovers under the inspection of appearance.
                        All
                        Products shall be double-packaged in polyethylene bags suitable
                        for maintaining
                        the quality of the Products and for long-distance overseas
                        shipping, which will
                        be weighed and bar-coded for tracking purposes prior to shipment.

                       

                      8.2. TIANWEI
                        shall perform final inspection of the Product upon introducing
                        the Product into
                        TIANWEI’s production process. Such inspection shall take place during
                        the
                        Warranty Period. If the Product does not meet the Product
                        Specifications,
                        TIANWEI 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.
                        HOKU is
                        required to acknowledge TIANWEI’s notification within [*] business days and
                        provide an action plan within [*] business days thereafter
                        to solve the issue.
                        If no such action plan is received by TIANWEI within [*],
                        it shall be deemed
                        that HOKU has accepted the returned Products. HOKU reserves
                        the right to reverse
                        any credit issued to TIANWEI if, upon return, such Product
                        is determined by an
                        Independent Expert not to be defective. The conclusion of
                        the Independent Expert
                        shall be final, binding and non-appealable in respect of
                        the conformity of the
                        Products to the warranties set forth in Section 7.1
                        above.
                        The fees and expenses of the Independent Expert shall be
                        paid solely by the
                        party that does not succeed in the dispute.

                       

                      8.3. Products
                        may be returned to HOKU within the later of (a) [*] days
                        after discovery of a
                        defect consistent with Sections 8.1
                        and
8.2
                        above;
                        and (b) [*] days after HOKU completes its inspection and
                        confirms the defect
                        pursuant to Section 8.2
                        above,
                        for replacement or a refund including all other direct expenses.
                        To assure
                        prompt handling, HOKU shall provide TIANWEI a return goods
                        authorization number
                        within [*] hours of TIANWEI’s request. Provided that HOKU communicates this
                        number to TIANWEI within such timeframe, TIANWEI 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. 

                       

                      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
                        on March 31, 2010, 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.


                    

                    
                      

                        
                          	
                                  TIANWEI
                                    Initials & Date AG
                                    August 4, 2008

                                	
                                  HOKU
                                    Initials & Date DS
                                    August 4, 2008

                                


                        

                         

                      

                      
                        
                          
                          

                        

                        
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                        Exhibit
                          10.82

                        CONFIDENTIAL

                      

                      
                         

                        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 [*] days
                          after written notice thereof;
                          provided, however, that such cure period shall not modify
                          or extend the [*] cure
                          period for HOKU’s delivery obligations pursuant to Section 3.3
                          above;
                          and provided, further that such [*] day cure period shall
                          not apply to TIANWEI’s
                          failure to make any payment to HOKU pursuant to this Agreement.
                          In the event of
                          TIANWEI’s failure to make payment on the [*] payment terms set
                          forth in Section
5.6
                          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 [*] business days.
                          For
                          purposes of this Section 9.2.1,
                          a
“material breach” means a monthly shipment which is delayed beyond [*] 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.

                         

                        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 [*]
                          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; provided, however, that TIANWEI may not
                          terminate this Agreement
                          pursuant to Section 12
                          if HOKU
                          is supplying Products to TIANWEI pursuant to Section 3.2
                          of this
                          Agreement. 

                         

                        9.2.5. Without
                          limiting the foregoing, TIANWEI shall have the right to
                          terminate this Agreement
                          if (A) HOKU does not deliver the Officer’s Certificate pursuant to Section
13.3
                          below by
                          the date specified therein, or (B) the First Shipment Date
                          does not occur on or
                          before March 31, 2010. 

                         

                        9.3. HOKU
                          shall have the right to terminate this Agreement if (A)
                          on or before the
                          fifteenth (15th) calendar day after the Effective Date,
                          TIANWEI has failed to
                          pay the Initial Deposit; (B) on or before the thirtieth
                          (30th)
                          day
                          after the Effective Date, TIANWEI has failed to provide
                          the Standby Letter of
                          Credit, in which case, HOKU shall be entitled to retain
                          the Initial Deposit as
                          liquidated damages; (C) on or before November 15, 2008,
                          TIANWEI and the Issuing
                          Bank have failed to pay the Second Deposit, in which case
                          HOKU shall retain the
                          Initial Deposit as liquidated damages; (D) on or before
                          January 15, 2009,
                          TIANWEI and the Issuing Bank have failed to pay the Third
                          Deposit, in which case
                          HOKU shall retain the Initial Deposit and the Second Deposit
                          as liquidated
                          damages; or (E)
                          TIANWEI
                          and the Issuing Bank have failed to pay the Fourth Deposit
                          in accordance with
                          Section 5.4
                          of this
                          Agreement, in which case HOKU shall retain the Initial
                          Deposit, the Second
                          Deposit and the Third Deposit as liquidated damages. 

                         

                        9.4. 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 14
                          (General
                          Provisions). 

                      

                    

                    
                      

                        
                          	
                                  TIANWEI
                                    Initials & Date AG
                                    August 4, 2008

                                	
                                  HOKU
                                    Initials & Date DS
                                    August 4, 2008

                                


                        

                         

                      

                      
                        
                          
                          

                        

                        
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                        Exhibit
                          10.82

                        CONFIDENTIAL

                      

                      
                         

                        9.5. If
                          TIANWEI terminates this Agreement pursuant to Section 9.2.1,
                          9.2.2,
                          9.2.3,
                          9.2.4,
                          9.2.5
                          or
12
                          then any
                          funds remaining on the Total Deposit on such date of termination
                          shall be
                          returned to TIANWEI; provided however that if TIANWEI 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
                          up to the amounts of
                          HOKU’s direct loss from such material breach (unless TIANWEI
                          cures such breach
                          within the applicable cure period) or TIANWEI’s other outstanding and unpaid
                          obligations hereunder (including, without limitation, obligations
                          under Section
11).

                         

                        9.6. If
                          HOKU
                          terminates this Agreement pursuant to Section 9.2.1,
                          9.2.2,
                          9.2.3,
                          9.2.4,
                          or
12
                          then
                          HOKU shall be entitled to retain the Total Deposit 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 TIANWEI’s purchase of Product,
                          pursuant to Section 5.6
                          above,
                          for Product actually shipped to TIANWEI hereunder.

                         

                        9.7. If
                          TIANWEI terminates this Agreement pursuant to Section 9.2.1
                          due to
                          HOKU’s breach of Section 3.4,
                          then
                          [*]% of the funds remaining on the Total Deposit on such
                          date of termination
                          shall be returned to TIANWEI within [*] calendar days,
                          with any late payment
                          accruing interest pursuant to Section 5.8
                          above;
                          provided however that if TIANWEI is in material breach
                          of this Agreement at the
                          time it terminates this Agreement, then HOKU shall not
                          be required to repay any
                          portion of the Total Deposit up to the amounts of HOKU’s direct loss from such
                          material breach (unless TIANWEI cures such breach within
                          the applicable cure
                          period) or TIANWEI’s other outstanding and unpaid obligations hereunder
                          (including, without limitation, obligations under Section
11).

                         

                        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 TIANWEI 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 (A) WITH
                          RESPECT TO TIANWEI’S CONTINUING OBLIGATION TO PURCHASE THE PRODUCTS AS SET
                          FORTH
                          HEREIN, AND (B) HOKU’S OBLIGATION TO PAY [*]% OF THE FUNDS REMAINING ON THE
                          TOTAL DEPOSIT PURSUANT TO SECTION 9.7
                          ABOVE.

                         

                        11. Liquidated
                          Damages.
                          

                         

                        11.1. THE
                          PARTIES ACKNOWLEDGE AND AGREE THAT ANY BREACH OF THIS AGREEMENT
                          BY TIANWEI 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,
                          9.3
                          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. 

                      

                    

                    
                      

                        
                          	
                                  TIANWEI
                                    Initials & Date AG
                                    August 4, 2008

                                	
                                  HOKU
                                    Initials & Date DS
                                    August 4, 2008

                                


                        

                         

                      

                      
                        
                          
                          

                        

                        
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                        Exhibit
                          10.82

                        CONFIDENTIAL

                      

                      
                         

                        11.2. THE
                          PARTIES ACKNOWLEDGE AND AGREE THAT ANY BREACH OF SECTION
3.4
                          OF THIS
                          AGREEMENT BY HOKU MAY CAUSE IRREPERABLE AND IMMEASURABLE
                          DAMAGE TO TIANWEI.
                          BECAUSE IT IS DIFFICULT TO MEASURE THESE DAMAGES, IN THE
                          EVENT THAT THIS
                          AGREEMENT IS TERMINATED BY TIANWEI PURSUANT TO SECTION
9.2.1
                          DUE TO
                          HOKU’S BREACH OF SECTION 3.4,
                          THEN
                          HOKU SHALL BE OBLIGATED TO PAY AS LIQUIDATED DAMAGES, [*]%
                          OF THE FUNDS
                          REMAINING ON THE TOTAL DEPOSIT. 

                         

                        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. For
                          the
                          purposes of this Section 12,
                          the
                          inability of TIANWEI to receive, accept or take delivery
                          of Products that have
                          been made available by HOKU pursuant to this Agreement
                          shall not constitute an
                          event of force majeure.

                         

                        13. Visitation
                          Rights; Certifications.
                          

                         

                        13.1. Beginning
                          on the date when HOKU receives the Initial Deposit, and
                          until the First Shipment
                          Date or the earlier termination of this Agreement pursuant
                          to Section
9
                          above,
                          TIANWEI shall have the right to visit the HOKU Facility
                          in Pocatello, Idaho,
                          USA, for the limited purpose of evaluating HOKU’s progress towards completing
                          the construction of its polysilicon production facilities.
                          TIANWEI shall provide
                          HOKU with at least [*] days’ prior notice of any such visit, and may not visit
                          more than two times each calendar quarter. HOKU reserves
                          the right to refuse
                          access to any individual who is not subject to HOKU’s non-disclosure agreement.
                          TIANWEI shall agree to abide by all of HOKU’s safety and security requirements
                          and instructions for the HOKU Facility.

                         

                        13.2. Beginning
                          on the date when HOKU receives the Initial Deposit, and
                          until the First Shipment
                          Date or the earlier termination of this Agreement pursuant
                          to Section
9
                          above,
                          HOKU shall provide TIANWEI with monthly updates on the
                          progress of the
                          construction of the HOKU polysilicon production facilities,
                          including, without
                          limitation, an explanation of any potential delays in meeting
                          its shipment
                          obligations to TIANWEI.

                         

                        13.3. At
                          any
                          time prior to November 1, 2008, HOKU shall deliver to TIANWEI
                          a signed officer’s
                          certificate in substantially the form of Appendix
                          4
                          attached
                          to this Agreement (the “Officer’s
                          Certificate”).

                         

                        14. General
                          Provisions.
                          

                         

                        14.1. TIANWEI
                          acknowledges that it is the policy of HOKU to scrupulously
                          comply with the
                          Foreign Corrupt Practices Act of 1977 (as amended, the
“FCPA”)
                          and to
                          adopt appropriate and reasonable practices and procedures
                          that are undertaken in
                          such a manner as to substantially eliminate the potential
                          for violation of the
                          FCPA. TIANWEI further acknowledges that it shall be bound
                          by any law, regulation
                          or other legal enactment, that prohibits corrupt practices
                          of the type or nature
                          described in the FCPA and that is applicable to TIANWEI,
                          and TIANWEI hereby
                          represents and warrants that neither HOKU, nor to TIANWEI’s knowledge, any other
                          authorized person or entity associated with or acting for
                          or on behalf of HOKU,
                          has knowingly directly or indirectly made any contribution,
                          gift, bribe, rebate,
                          payoff, influence payment, kickback, or other payment to
                          TIANWEI, whether in
                          money, property, or services (i) to obtain favorable treatment
                          in securing
                          business from TIANWEI, (ii) to pay for favorable treatment
                          for business secured
                          from TIANWEI, or (iii) to obtain special concessions or
                          for special concessions
                          already obtained from TIANWEI, for or in respect of HOKU,
                          in violation of any
                          legal requirement or applicable law.

                      

                    

                    
                      

                        
                          	
                                  TIANWEI
                                    Initials & Date AG
                                    August 4, 2008

                                	
                                  HOKU
                                    Initials & Date DS
                                    August 4, 2008

                                


                        

                         

                      

                      
                        
                          
                          

                        

                        
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                        Exhibit
                          10.82

                        CONFIDENTIAL

                      

                      
                         

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

                         

                        14.3. Upon
                          notice from one Party to the other of a dispute hereunder,
                          the Parties agree to
                          hold a meeting within [*] 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. 

                         

                        14.4. 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 of a HOKU
                          Facility, without the
                          consent of TIANWEI. Except as stated in the previous sentence,
                          neither HOKU nor
                          TIANWEI 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. 

                         

                        14.5. All
                          notices delivered pursuant to this Agreement shall be in
                          writing and in the
                          English language. 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 14.5
                          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: 

                         

                        TIANWEI:
                          

                      

                      
                        

                          
                            	
                                    TIANWEI
                                      Initials & Date AG
                                      August 4, 2008

                                  	
                                    HOKU
                                      Initials & Date DS
                                      August 4, 2008

                                  


                          

                           

                        

                        
                          
                            
                            

                          

                          
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                          Exhibit
                            10.82

                          CONFIDENTIAL

                        

                         

                        
                          TIANWEI
                            NEW ENERGY (CHENGDU) WAFER CO., LTD. 

                          Road
                            8,
                            Southwest Airport Economical Development Zone Chengdu,
                            China (Postal
                            610200)

                          Tel:
                            [*]

                          Fax:
                            [*]

                          Attn:
                            [*]

                          With
                            a
                            copy to:

                          


                          SINOTRANSPACIFIC
                            POLY LLC

                          19800
                            MacArthur Blvd. Suite 300

                          Irvine,
                            CA 92620

                          Tel:
                            [*]

                          Fax:
                            [*]

                          Attn:
                            [*]

                          


                          


                          HOKU:
                            

                          


                          HOKU
                            MATERIALS, INC.

                          1075
                            Opakapaka Street

                          Kapolei,
                            HI 96707

                          Attn:
                            Mr.
                            Dustin Shindo, CEO

                          Facsimile:
                            [*]

                           

                          14.6. 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. 

                           

                          14.7. 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. 

                           

                          14.8. 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. 

                           

                          14.9. 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. 

                           

                          14.10. 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.

                        

                        
                          

                            
                              	
                                      TIANWEI
                                        Initials & Date AG
                                        August 4, 2008

                                    	
                                      HOKU
                                        Initials & Date DS
                                        August 4, 2008

                                    


                            

                             

                          

                          
                            
                              
                              

                            

                            
                              Page
                                12
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                            Exhibit
                              10.82

                            CONFIDENTIAL

                          

                          
                             

                            14.11. This
                              Agreement constitutes the entire agreement between
                              the Parties and supersedes
                              all prior proposal(s) and discussions, 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. 

                             

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


                             

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


                          

                          
                            

                              
                                	
                                        TIANWEI
                                          Initials & Date AG
                                          August 4, 2008

                                      	
                                        HOKU
                                          Initials & Date DS
                                          August 4, 2008

                                      


                              

                               

                            

                            
                              
                                
                                

                              

                              
                                Page
                                  13
                                  of 20

                                
                                  

                                

                              

                              
                                
                                

                              

                            

                            
                              Exhibit
                                10.82

                              CONFIDENTIAL

                            

                            

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

                              


                               

                              
                                	
                                        TIANWEI:

                                         

                                        TIANWEI
                                          NEW ENERGY (CHENGDU) WAFER CO., LTD.

                                         

                                         

                                        By: /s/
                                          AIHUA GUO

                                         

                                        Name: Aihua
                                          Guo

                                         

                                        Title: General
                                          Manager

                                        Authorized
                                          Signatory

                                         

                                        Date: August
                                          4, 2008

                                      	
                                        HOKU:

                                         

                                        HOKU
                                          MATERIALS, INC.

                                         

                                         

                                        By: /s/
                                          DUSTIN SHINDO

                                         

                                        Name: Dustin
                                          Shindo

                                         

                                        Title: Chairman
                                          & CEO

                                        Authorized
                                          Signatory

                                         

                                        Date: August
                                          4, 2008

                                      


                              

                            

                            
                              

                                
                                  	
                                          TIANWEI
                                            Initials & Date AG
                                            August 4, 2008

                                        	
                                          HOKU
                                            Initials & Date DS
                                            August 4, 2008

                                        


                                

                                
                                  Signature
                                    Page to Supply Agreement

                                

                              

                              
                                
                                  
                                  

                                

                                
                                  Page
                                    14
                                    of 20

                                  
                                    

                                  

                                

                                
                                  
                                  

                                

                              

                              
                                Exhibit
                                  10.82

                                CONFIDENTIAL

                              

                              

                                Appendix
                                  1

                                Pricing
                                  Schedule

                                


                                 

                                
                                  	 	
                                          Yr
                                            1

                                        	
                                          Yr
                                            2

                                        	
                                          Yr
                                            3

                                        	
                                          Yr
                                            4

                                        	
                                          Yr
                                            5

                                        	
                                          Yr
                                            6

                                        	
                                          Yr
                                            7

                                        	
                                          Yr
                                            8

                                        	
                                          Yr
                                            9

                                        	
                                          Yr
                                            10

                                        	
                                          Total

                                        
	
                                          Tons
                                            per Year

                                        	
                                          [*]

                                        	
                                          [*]

                                        	
                                          [*]

                                        	
                                          [*]

                                        	
                                          [*]

                                        	
                                          [*]

                                        	
                                          [*]

                                        	
                                          [*]

                                        	
                                          [*]

                                        	
                                          [*]

                                        	
                                          [*]

                                        
	
                                          Price
                                            per kg

                                        	
                                          [*]

                                        	
                                          [*]

                                        	
                                          [*]

                                        	
                                          [*]

                                        	
                                          [*]

                                        	
                                          [*]

                                        	
                                          [*]

                                        	
                                          [*]

                                        	
                                          [*]

                                        	
                                          [*]

                                        	
                                           

                                        


                                

                                 

                                 

                                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 [*] per kilogram; provided, however
                                  that if any Products are
                                  shipped in 2009 pursuant to Section 4.3,
                                  then
                                  the price for such Products shall be [*]
                                  per
                                  kilogram. 

                              

                               

                              
                                
                                  
                                    	
                                            TIANWEI
                                              Initials & Date AG
                                              August 4, 2008

                                          	
                                            HOKU
                                              Initials & Date DS
                                              August 4, 2008

                                          


                                  

                                  
                                    Appendix 1to
                                      Supply Agreement

                                  

                                

                                
                                  
                                    
                                    

                                  

                                  
                                    Page
                                      15
                                      of 20

                                    
                                      

                                    

                                  

                                  
                                    
                                    

                                  

                                

                                
                                  Exhibit
                                    10.82

                                  CONFIDENTIAL

                                

                                

                                  Appendix
                                    2 -- Product
                                    Specifications

                                   

                                  


                                  [*]

                                  


                                  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.

                                  


                                  Qualified
                                    Laboratories:

                                  


                                  [*]

                                

                                 

                                
                                  
                                    
                                      	
                                              TIANWEI
                                                Initials & Date AG
                                                August 4, 2008

                                            	
                                              HOKU
                                                Initials & Date DS
                                                August 4, 2008

                                            


                                    

                                    
                                      Appendix 2
                                        to Supply Agreement

                                    

                                  

                                  
                                    
                                      
                                      

                                    

                                    
                                      Page
                                        16
                                        of 20

                                      
                                        

                                      

                                    

                                    
                                      
                                      

                                    

                                  

                                  
                                    Exhibit
                                      10.82

                                    CONFIDENTIAL

                                  

                                  

                                    APPENDIX
                                      3

                                    Form
                                      of
                                      Letter of Credit

                                     

                                    [The
                                      final Letter of Credit issued to HOKU is subject
                                      to review and approval by the
                                      Issuing Bank and HOKU, which approval will
                                      not be unreasonably
                                      withheld.]

                                     

                                    IRREVOCABLE
                                      STANDBY LETTER OF CREDIT 

                                     

                                    

                                      
                                        	
                                                BENEFICIARY:

                                              	
                                                ADVISING
                                                  BANK:

                                              
	 	 
	
                                                HOKU
                                                  MATERIALS, INC.

                                              	
                                                [INSERT
                                                  ADVISING BANK NAME]

                                              
	
                                                ONE
                                                  HOKU WAY

                                              	
                                                [INSERT
                                                  BANK ADDRESS]

                                              
	
                                                POCATELLO,
                                                  IDAHO 83204

                                              	 


                                      

                                    

                                    


                                    Gentlemen:

                                    


                                    We
                                      hereby
                                      establish in your favor our Irrevocable Standby
                                      Letter of Credit
                                      No.______________, available by your drafts
                                      at sight on (ISSUING BANK’S NAME) )
                                      for the account of _______________, up to an
                                      aggregate amount of Thirty Million
                                      U.S. Dollars (US$30,000,000).

                                     

                                    Alternatively,
                                      electronic drawings may be made by authenticated
                                      Swift indicating the amount
                                      drawn and stating “Drawn under Credit No. ___________ of (ISSUING
                                      BANK’S NAME
                                      AND ADDRESS) dated _______, 2008. 

                                    


                                    Multiple
                                      presentations permitted.

                                    


                                    All
                                      drafts must bear or be electronic drawings
                                      with the clause "Drawn under Credit
                                      No. ___________ of (ISSUING BANK’S NAME) dated __________, 2008."

                                    


                                    This
                                      Letter of Credit is subject to an automatic
                                      extension, without a written
                                      amendment, to extend the expiration date for
                                      an additional period of one year
                                      from the present or each future expiration
                                      date unless at least thirty (30) days
                                      prior to any expiration date we notify you
                                      in writing by certified or registered
                                      mail or other similarly expeditious receipted
                                      service at the above address that
                                      this Letter of Credit will not be extended
                                      for any such additional period. Upon
                                      receipt by you of such notice, you may draw
                                      hereunder on or before the then
                                      relevant expiration date by means of your draft
                                      on us at sight or alternatively,
                                      by electronic drawings as mentioned above.

                                    


                                    Any
                                      and
                                      all banking charges are for the account of
                                      the applicant.

                                    


                                    Pursuant
                                      to U.S. Law, we are prohibited from issuing,
                                      transferring, accepting or paying
                                      letters of credit to any party or entity identified
                                      on the Office of Foreign
                                      Asset Control, U.S. Department of Treasury
                                      list or subject to the denial of
                                      export privileges by the U.S. Department of
                                      Commerce.

                                     

                                    This
                                      Credit is issued subject to the International
                                      Standby Practices 1998 (ISP98),
                                      International Chamber of Commerce Publication
                                      No. 590.

                                    


                                    It
                                      is a
                                      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 Beneficiary 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.

                                  

                                  
                                    

                                      
                                        	
                                                TIANWEI
                                                  Initials & Date AG
                                                  August 4, 2008

                                              	
                                                HOKU
                                                  Initials & Date DS
                                                  August 4, 2008

                                              


                                      

                                      
                                        Appendix
                                          3 to Supply Agreement

                                      

                                    

                                    
                                      
                                        
                                        

                                      

                                      
                                        Page
                                          17
                                          of 20

                                        
                                          

                                        

                                      

                                      
                                        
                                        

                                      

                                    

                                    
                                      Exhibit
                                        10.82

                                      CONFIDENTIAL

                                    

                                    

                                      We
                                        hereby
                                        engage with you that all drawings under and
                                        in compliance with the terms and
                                        conditions of this Credit shall be duly honored
                                        if drawn and presented on or
                                        before June 30, 2010, the expiration date,
                                        or any extended date as provided
                                        above, at (ISSUING BANK’S NAME AND ADDRESS).

                                      

                                        
                                          	 	 	
                                                  Sincerely,

                                                
	 	 	 
	 	 	 
	
                                                   

                                                	 	
                                                   

                                                
	
                                                  Authorized
                                                    Signature

                                                	 	
                                                  Authorized
                                                    Signature

                                                


                                        

                                      

                                    

                                    
                                      

                                        
                                          	
                                                  TIANWEI
                                                    Initials & Date AG
                                                    August 4, 2008

                                                	
                                                  HOKU
                                                    Initials & Date DS
                                                    August 4, 2008

                                                


                                        

                                        
                                          Appendix
                                            3 to Supply Agreement

                                        

                                      

                                      
                                        
                                          
                                          

                                        

                                        
                                          Page
                                            18
                                            of 20

                                          
                                            

                                          

                                        

                                        
                                          
                                          

                                        

                                      

                                      
                                        Exhibit
                                          10.82

                                        CONFIDENTIAL

                                      

                                      

                                        ANNEX
                                          A

                                        


                                        Transfer
                                          of Letter of Credit

                                        


                                        [Date]

                                        


                                        Delivered
                                          under [insert Bank name],

                                        Irrevocable
                                          Standby Letter of Credit No. [_____],

                                        dated
                                          [__________].

                                        


                                        [_______________]

                                        [_______________]
                                          

                                        [_______________]

                                        Attention:
                                          [_______________]

                                        


                                        Ladies
                                          and Gentlemen:

                                        


                                        Reference
                                          is made to [insert Bank name], Irrevocable
                                          Standby Letter of Credit No. [_____]
                                          dated [_______] (the “Letter of Credit”), issued by you in favor of us. Any
                                          capitalized terms used, but not defined,
                                          herein shall have its respective
                                          meaning as set forth in the Letter of Credit.

                                        


                                        For
                                          value
                                          received, the undersigned, as Beneficiary
                                          under the Letter of Credit, hereby
                                          irrevocably assigns and transfers to [__________]
                                          (the “Transferee”) all rights
                                          of the undersigned to draw under the Letter
                                          of Credit in their
                                          entirety.

                                        


                                        By
                                          this
                                          transfer, all rights of the undersigned,
                                          as Beneficiary under the Letter of
                                          Credit, are transferred to the Transferee,
                                          and the Transferee shall have the
                                          sole rights with respect to the Letter
                                          of Credit relating to any amendments
                                          thereof and any notices thereunder. All
                                          amendments to the Letter of Credit are
                                          to be consented to by the Transferee without
                                          necessity of any consent of or
                                          notice to the undersigned.

                                        


                                        Simultaneously
                                          with the delivery of this notice to you,
                                          copies of this notice are being
                                          transmitted to the Transferee.

                                        


                                        The
                                          Letter of Credit is returned herewith,
                                          and we ask you to either issue a
                                          substitute letter of credit for the benefit
                                          of the Transferee or endorse the
                                          transfer on the reverse thereof, and forward
                                          it directly to the Transferee with
                                          your customary notice of transfer.

                                        


                                        Yours
                                          faithfully

                                        


                                        (Authorized
                                          Signatory)

                                        


                                        For  

                                        [BENEFICIARY]

                                        


                                        ACKNOWLEDGED:

                                        (Authorized
                                          Signatory)

                                        


                                        For

                                        [SUCCESSOR
                                          BENEFICIARY]

                                      

                                      
                                        

                                          
                                            	
                                                    TIANWEI
                                                      Initials & Date AG
                                                      August 4, 2008

                                                  	
                                                    HOKU
                                                      Initials & Date DS
                                                      August 4, 2008

                                                  


                                          

                                          
                                            Appendix
                                              3 to Supply Agreement

                                          

                                        

                                        
                                          
                                            
                                            

                                          

                                          
                                            Page
                                              19
                                              of 20

                                            
                                              

                                            

                                          

                                          
                                            
                                            

                                          

                                        

                                        
                                          Exhibit
                                            10.82

                                          CONFIDENTIAL

                                        

                                        

                                          APPENDIX
                                            4

                                          Officer’s
                                            Certificate

                                           

                                          TO: TIANWEI
                                            NEW ENERGY (CHENGDU) WAFER CO., LTD.

                                           

                                          This
                                            officer’s certificate (this “Certificate”)
                                            is
                                            being delivered by Hoku Materials, Inc.
                                            (“HOKU”),
                                            to
                                            Tianwei New Energy (Chengdu) Wafer Co.,
                                            Ltd. (“TIANWEI”),
                                            pursuant to Section 13.3
                                            of that
                                            certain Supply Agreement dated as of
                                            August __, 2008, by and between HOKU
                                            and
                                            TIANWEI (the “Supply
                                            Agreement”).
                                            Capitalized terms not otherwise defined
                                            in this Certificate are defined in the
                                            Supply Agreement. 

                                           

                                          On
                                            behalf
                                            of HOKU, the undersigned hereby certifies
                                            that as of the date hereof, the
                                            aggregate of all of HOKU’s binding polysilicon sales commitments
                                            (including the
                                            Supply Agreement) do not exceed the rated
                                            monthly production capacity of all
                                            polysilicon reactors ordered for, or
                                            installed at, HOKU Facilities, as certified
                                            by the manufacturer thereof. Subject
                                            to the foregoing, this certification
                                            shall
                                            not apply to (A) supply contracts for
                                            additional capacity from Facility
                                            expansion, including pre-sales of potential
                                            Facility expansions, or from
                                            increased productivity of the Reactors,
                                            or (B) entering into long-term contracts
                                            for the sale of polysilicon that does
                                            not meet the Product
                                            Specifications.

                                          


                                           

                                          By: 
                                            ________________________________

                                          Dustin
                                            Shindo,
                                            Chief
                                            Executive Officer

                                           

                                          


                                           

                                          Date: 
                                            ______________________________

                                        

                                        
                                          

                                            
                                              	
                                                      TIANWEI
                                                        Initials & Date AG
                                                        August 4, 2008

                                                    	
                                                      HOKU
                                                        Initials & Date DS
                                                        August 4, 2008

                                                    


                                            

                                            
                                              Appendix
                                                3 to Supply Agreement

                                            

                                          

                                          
                                            
                                              
                                              

                                            

                                            
                                              Page
                                                20
                                                of 20