Unassociated Document


     

    
      Exhibit
        10.84

      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 No. 2

       

      This
        Supply Agreement No. 2 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 and TIANWEI are parties to that certain Supply Agreement dated August
        4,
        2008 (“Supply
        Agreement No. 1”)
        pursuant to which HOKU has agreed to sell to TIANWEI, and TIANWEI has agreed
        to
        purchase from HOKU an aggregate of [*] metric tons of Products over a ten-year
        period.

       

      Whereas,
        HOKU desires to supply an additional [*] metric tons of 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 an additional [*] metric tons
        of
        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 No. 2 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.

      

      

        
          	
                  TIANWEI
                    Initials & Date AG
                    September 14, 2008

                	
                  HOKU
                    Initials & Date DS
                    September 14, 2008

                


        

      

       

      
        
          
          

        

        
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        Exhibit
          10.84

        CONFIDENTIAL

        
           

          1.4. “First
            Shipment Date”
shall
            mean the first day after April 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). 

           

          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. “Supply
            Agreement No. 1”
has
            the
            meaning set forth in the first Recital to this Agreement.

           

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

           

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

           

          1.14. “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 April 30, 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.

          
            

              
                	
                        TIANWEI
                          Initials & Date AG
                          September 14, 2008

                      	
                        HOKU
                          Initials & Date DS
                          September 14, 2008

                      


              

            

             

            
              
                
                

              

              
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              Exhibit
                10.84

              CONFIDENTIAL

              
                
                   

                  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. 

                   

                  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 5.5
                    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. 

                  
                    

                      
                        	
                                TIANWEI
                                  Initials & Date AG
                                  September 14, 2008

                              	
                                HOKU
                                  Initials & Date DS
                                  September 14, 2008

                              


                      

                    

                     

                    
                      
                        
                        

                      

                      
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                      Exhibit
                        10.84

                      CONFIDENTIAL

                      
                        
                          
                             

                            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 April 1, 2010.

                             

                            4.3. Section
                              4.3 of Supply Agreement No. 1 is hereby amended and
                              restated in its entirety to
                              read as follows:

                             

                            “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 ship an additional [*] metric tons of Products
                              to TIANWEI in calendar year
                              2009, and an additional [*] metric tons of Products
                              in January and February,
                              2010. Any such shipments shall be invoiced at [*] U.S.
                              Dollars [*] per kilogram
                              pursuant to Section 5.5.
                              In the
                              event that HOKU fails to deliver the [*] metric tons
                              of additional Products as
                              specified above, TIANWEI shall receive purchase price
                              reduction equal to [*] of
                              the Year 1 price for the first [*] metric tons (or
                              such lesser amount that is
                              equal to the difference between [*] metric tons and
                              the actual amounts shipped
                              to TIANWEI pursuant to this Section 4.3) that are shipped
                              to TIANWEI beginning
                              on the First Shipment Date.”

                             

                            4.4. Section
                              4.4 of Supply Agreement No. 1 is hereby amended and
                              restated in its entiremety
                              to read as follows:

                             

                            “4.4 [Reserved]”

                             

                            5. Payments
                              & Advances.

                             

                            5.1. Within
                              fifteen (15) days after the Effective Date, TIANWEI
                              shall provide HOKU with a
                              prepayment of Ten Million U.S. Dollars (US$10,000,000)
                              via wire transfer of
                              immediately available funds (the “Initial
                              Deposit”).

                             

                            5.2. TIANWEI
                              shall pay in cash to HOKU the additional sum of Twelve
                              Million U.S. Dollars
                              (US$12,000,000) (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 December
                              15, 2008.

                             

                            5.3. TIANWEI
                              shall pay in cash to HOKU the additional sum of Twelve
                              Million U.S. Dollars
                              (US$12,000,000) (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 April
                              30, 2009.

                             

                            5.4. TIANWEI
                              shall pay in cash to HOKU the additional sum of Two
                              Million U.S. Dollars
                              (US$2,000,000) (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).

                          

                          
                            

                              
                                	
                                        TIANWEI
                                          Initials & Date AG
                                          September 14, 2008

                                      	
                                        HOKU
                                          Initials & Date DS
                                          September 14, 2008

                                      


                              

                            

                             

                            
                              
                                
                                

                              

                              
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                              Exhibit
                                10.84

                              CONFIDENTIAL

                              
                                
                                  
                                     

                                    5.5. 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.

                                     

                                    5.6. 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.

                                     

                                    5.7. 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
                                      Suntech Power Holding Co., Ltd., Solarfun Power
                                      Hong Kong Limited, Jiangxi Kinko
                                      Energy Co., Ltd., Wealthy Rise International,
                                      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. 

                                     

                                    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.

                                  

                                   

                                  
                                    
                                      
                                        	
                                                TIANWEI
                                                  Initials & Date AG
                                                  September 14, 2008

                                              	
                                                HOKU
                                                  Initials & Date DS
                                                  September 14, 2008

                                              


                                      

                                    

                                     

                                    
                                      
                                        
                                        

                                      

                                      
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                                      Exhibit
                                        10.84

                                      CONFIDENTIAL

                                      
                                        
                                          
                                             

                                            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
                                                          September 14, 2008

                                                      	
                                                        HOKU
                                                          Initials & Date DS
                                                          September 14, 2008

                                                      


                                              

                                            

                                             

                                            
                                              
                                                
                                                

                                              

                                              
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                                              Exhibit
                                                10.84

                                              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 June 30, 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.


                                                     

                                                    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: 

                                                  

                                                  
                                                    

                                                      
                                                        	
                                                                TIANWEI
                                                                  Initials & Date AG
                                                                  September 14, 2008

                                                              	
                                                                HOKU
                                                                  Initials & Date DS
                                                                  September 14, 2008

                                                              


                                                      

                                                    

                                                     

                                                    
                                                      
                                                        
                                                        

                                                      

                                                      
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                                                      Exhibit
                                                        10.84

                                                      CONFIDENTIAL

                                                      
                                                        
                                                          
                                                             

                                                            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 5.5
                                                              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 the First Shipment
                                                              Date does not occur
                                                              on or before June 30,
                                                              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 December
                                                              15, 2008, TIANWEI has
                                                              failed
                                                              to pay the Second Deposit,
                                                              in which case HOKU
                                                              shall retain the Initial
                                                              Deposit
                                                              as liquidated damages;
                                                              (C) on or before April
                                                              30, 2009, TIANWEI has
                                                              failed to
                                                              pay the Third Deposit,
                                                              in which case HOKU
                                                              shall retain the Initial
                                                              Deposit and
                                                              the Second Deposit
                                                              as liquidated damages;
                                                              or (D)
                                                              TIANWEI
                                                              has 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 13
                                                              (General
                                                              Provisions). 

                                                             

                                                            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).

                                                          

                                                          
                                                            

                                                              
                                                                	
                                                                        TIANWEI
                                                                          Initials
& Date AG
                                                                          September
                                                                          14, 2008

                                                                      	
                                                                        HOKU
                                                                          Initials
& Date DS
                                                                          September
                                                                          14, 2008

                                                                      


                                                              

                                                            

                                                             

                                                            
                                                              
                                                                
                                                                

                                                              

                                                              
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                                                              Exhibit
                                                                10.84

                                                              CONFIDENTIAL

                                                              
                                                                
                                                                  
                                                                     

                                                                    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 5.5
                                                                      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 5.7
                                                                      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. 

                                                                     

                                                                    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.


                                                                  

                                                                  
                                                                    

                                                                      
                                                                        	
                                                                                TIANWEI
                                                                                  Initials
&
Date
AG
                                                                                  September
                                                                                  14,
                                                                                  2008

                                                                              	
                                                                                HOKU
                                                                                  Initials
&
Date
DS
                                                                                  September
                                                                                  14,
                                                                                  2008

                                                                              


                                                                      

                                                                    

                                                                     

                                                                    
                                                                      
                                                                        
                                                                        

                                                                      

                                                                      
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                                                                      Exhibit
                                                                        10.84

                                                                      CONFIDENTIAL

                                                                      
                                                                        
                                                                          
                                                                             

                                                                            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. General
                                                                              Provisions.
                                                                              

                                                                             

                                                                            13.1. HOKU
                                                                              hereby
                                                                              represents
                                                                              and
                                                                              warrants
                                                                              to
                                                                              TIANWEI
                                                                              that
                                                                              as
                                                                              of
                                                                              the
                                                                              Effective
                                                                              Date
                                                                              of
                                                                              this
                                                                              Agreement:
                                                                              (i)
                                                                              the
                                                                              anticipated
                                                                              production
                                                                              output
                                                                              for
                                                                              its
                                                                              planned
                                                                              polysilicon
                                                                              production
                                                                              Facility
                                                                              in
                                                                              Pocatello,
                                                                              Idaho,
                                                                              is
                                                                              not
                                                                              less
                                                                              than
                                                                              4,000
                                                                              metric
                                                                              tons
                                                                              per
                                                                              year
                                                                              (the
“Rated
                                                                              Capacity”);
                                                                              and
                                                                              (ii)
                                                                              the
                                                                              aggregate
                                                                              of
                                                                              HOKU’s firm
                                                                              sales
                                                                              commitments
                                                                              for
                                                                              the
                                                                              first
                                                                              Year
                                                                              under
                                                                              this
                                                                              Agreement,
                                                                              including
                                                                              all
                                                                              firm
                                                                              commitments
                                                                              to
                                                                              TIANWEI
                                                                              under
                                                                              this
                                                                              Agreement
                                                                              and
                                                                              Supply
                                                                              Agreement
                                                                              No.
                                                                              1,
                                                                              and
                                                                              firm
                                                                              commitments
                                                                              to
                                                                              HOKU’s Other
                                                                              Customers,
                                                                              does
                                                                              not
                                                                              exceed
                                                                              the
                                                                              Rated
                                                                              Capacity.

                                                                             

                                                                            13.2. 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.

                                                                             

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


                                                                             

                                                                            13.4. 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.


                                                                             

                                                                            13.5. 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.
                                                                              When
                                                                              HOKU
                                                                              assigns
                                                                              this
                                                                              agreement
                                                                              to
                                                                              any
                                                                              of
                                                                              its
                                                                              Affiliates,
                                                                              such
                                                                              Affiliate
                                                                              receiving
                                                                              the
                                                                              assignment
                                                                              must
                                                                              have
                                                                              the
                                                                              capacity
                                                                              to
                                                                              fulfill
                                                                              the
                                                                              remaining
                                                                              contract
                                                                              obligations
                                                                              and
                                                                              under
                                                                              the
                                                                              circumstance
                                                                              that
                                                                              such
                                                                              Affiliate
                                                                              is
                                                                              unable
                                                                              to
                                                                              fulfill
                                                                              the
                                                                              obligations,
                                                                              HOKU
                                                                              shall
                                                                              be
                                                                              held
                                                                              jointly
                                                                              and
                                                                              severally
                                                                              liable.
                                                                              Except
                                                                              as
                                                                              stated
                                                                              in
                                                                              the
                                                                              previous
                                                                              sentences,
                                                                              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. 

                                                                          

                                                                          
                                                                            

                                                                              
                                                                                	
                                                                                        TIANWEI
                                                                                          Initials
&
Date
AG
                                                                                          September
                                                                                          14,
                                                                                          2008

                                                                                      	
                                                                                        HOKU
                                                                                          Initials
&
Date
DS
                                                                                          September
                                                                                          14,
                                                                                          2008

                                                                                      


                                                                              

                                                                            

                                                                             

                                                                            
                                                                              
                                                                                
                                                                                

                                                                              

                                                                              
                                                                                Page
                                                                                  10
                                                                                  of
                                                                                  15

                                                                                
                                                                                  

                                                                                

                                                                              

                                                                              
                                                                                
                                                                                

                                                                              

                                                                            

                                                                            
                                                                              Exhibit
                                                                                10.84

                                                                              CONFIDENTIAL

                                                                              
                                                                                
                                                                                  
                                                                                     

                                                                                    13.6. 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
13.6
                                                                                      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
                                                                                      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:
                                                                                      [*]

                                                                                  

                                                                                  
                                                                                    

                                                                                      
                                                                                        	
                                                                                                TIANWEI
                                                                                                  Initials
&
Date
AG
                                                                                                  September
                                                                                                  14,
                                                                                                  2008

                                                                                              	
                                                                                                HOKU
                                                                                                  Initials
&
Date
DS
                                                                                                  September
                                                                                                  14,
                                                                                                  2008

                                                                                              


                                                                                      

                                                                                    

                                                                                     

                                                                                    
                                                                                      
                                                                                        
                                                                                        

                                                                                      

                                                                                      
                                                                                        Page
                                                                                          11
                                                                                          of
                                                                                          15

                                                                                        
                                                                                          

                                                                                        

                                                                                      

                                                                                      
                                                                                        
                                                                                        

                                                                                      

                                                                                    

                                                                                    
                                                                                      Exhibit
                                                                                        10.84

                                                                                      CONFIDENTIAL

                                                                                      
                                                                                        
                                                                                          
                                                                                             

                                                                                            13.7. 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.


                                                                                             

                                                                                            13.8. 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.


                                                                                             

                                                                                            13.9. 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.


                                                                                             

                                                                                            13.10. 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.


                                                                                             

                                                                                            13.11. 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.

                                                                                             

                                                                                            13.12. 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.
                                                                                              Except
                                                                                              where
                                                                                              Supply
                                                                                              Agreement
                                                                                              No.
                                                                                              1
                                                                                              is
                                                                                              specifically
                                                                                              amended
                                                                                              by
                                                                                              this
                                                                                              Agreement,
                                                                                              Supply
                                                                                              Agreement
                                                                                              No.
                                                                                              1
                                                                                              shall
                                                                                              continue
                                                                                              to
                                                                                              be
                                                                                              in
                                                                                              full
                                                                                              force
                                                                                              and
                                                                                              effect
                                                                                              without
                                                                                              modification
                                                                                              after
                                                                                              the
                                                                                              execution
                                                                                              of
                                                                                              this
                                                                                              Agreement.

                                                                                             

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


                                                                                             

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


                                                                                             

                                                                                            13.15. This
                                                                                              Agreement
                                                                                              may
                                                                                              be
                                                                                              executed
                                                                                              in
                                                                                              one
                                                                                              or
                                                                                              more
                                                                                              counterparts,
                                                                                              including
                                                                                              counterparts
                                                                                              transmitted
                                                                                              by
                                                                                              telecopier,
                                                                                              telefax,
                                                                                              or
                                                                                              e-mail
                                                                                              PDF.
                                                                                              All
                                                                                              such
                                                                                              counterparts,
                                                                                              when
                                                                                              taken
                                                                                              together,
                                                                                              shall
                                                                                              constitute
                                                                                              one
                                                                                              and
                                                                                              the
                                                                                              same
                                                                                              binding
                                                                                              Agreement
                                                                                              on
                                                                                              the
                                                                                              Parties
                                                                                              hereto.

                                                                                          

                                                                                          
                                                                                            

                                                                                              
                                                                                                	
                                                                                                        TIANWEI
                                                                                                          Initials
&
Date
AG
                                                                                                          September
                                                                                                          14,
                                                                                                          2008

                                                                                                      	
                                                                                                        HOKU
                                                                                                          Initials
&
Date
DS
                                                                                                          September
                                                                                                          14,
                                                                                                          2008

                                                                                                      


                                                                                              

                                                                                            

                                                                                             

                                                                                            
                                                                                              
                                                                                                
                                                                                                

                                                                                              

                                                                                              
                                                                                                Page
                                                                                                  12
                                                                                                  of
                                                                                                  15

                                                                                                
                                                                                                  

                                                                                                

                                                                                              

                                                                                              
                                                                                                
                                                                                                

                                                                                              

                                                                                            

                                                                                            
                                                                                              Exhibit
                                                                                                10.84

                                                                                              CONFIDENTIAL

                                                                                              
                                                                                                
                                                                                                  

                                                                                                    IN
                                                                                                      WITNESS
                                                                                                      WHEREOF,
                                                                                                      the
                                                                                                      Parties
                                                                                                      have
                                                                                                      executed
                                                                                                      this
                                                                                                      Supply
                                                                                                      Agreement
                                                                                                      No.
                                                                                                      2
                                                                                                      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: September
                                                                                                                14,
                                                                                                                2008

                                                                                                            	
                                                                                                              HOKU:

                                                                                                               

                                                                                                              HOKU
                                                                                                                MATERIALS,
                                                                                                                INC.

                                                                                                               

                                                                                                               

                                                                                                              By: /s/
                                                                                                                DUSTIN
                                                                                                                SHINDO

                                                                                                               

                                                                                                              Name: Dustin
                                                                                                                Shindo

                                                                                                               

                                                                                                              Title: CEO

                                                                                                              Authorized
                                                                                                                Signatory

                                                                                                               

                                                                                                              Date: September
                                                                                                                14,
                                                                                                                2008

                                                                                                            


                                                                                                    

                                                                                                  

                                                                                                   

                                                                                                  
                                                                                                    Signature
                                                                                                      Page
                                                                                                      to
                                                                                                      Supply
                                                                                                      Agreement
                                                                                                      No.
                                                                                                      2

                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                        

                                                                                                      

                                                                                                      
                                                                                                        Page
                                                                                                          13
                                                                                                          of
                                                                                                          15

                                                                                                        
                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                      
                                                                                                        
                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                    
                                                                                                      Exhibit
                                                                                                        10.84

                                                                                                      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.
                                                                                                              

                                                                                                          

                                                                                                           

                                                                                                          
                                                                                                            

                                                                                                              
                                                                                                                	
                                                                                                                        TIANWEI
                                                                                                                          Initials
&
Date
AG
                                                                                                                          September
                                                                                                                          14,
                                                                                                                          2008

                                                                                                                      	
                                                                                                                        HOKU
                                                                                                                          Initials
&
Date
DS
                                                                                                                          September
                                                                                                                          14,
                                                                                                                          2008

                                                                                                                      


                                                                                                              

                                                                                                            

                                                                                                            
                                                                                                              Appendix
                                                                                                                1
                                                                                                                to
                                                                                                                Supply
                                                                                                                Agreement
                                                                                                                No.
                                                                                                                2

                                                                                                            

                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                

                                                                                                              

                                                                                                              
                                                                                                                Page
                                                                                                                  14
                                                                                                                  of
                                                                                                                  15

                                                                                                                
                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                              
                                                                                                                
                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                            
                                                                                                              Exhibit
                                                                                                                10.84

                                                                                                              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
                                                                                                                                  September
                                                                                                                                  14,
                                                                                                                                  2008

                                                                                                                              	
                                                                                                                                HOKU
                                                                                                                                  Initials
&
Date
DS
                                                                                                                                  September
                                                                                                                                  14,
                                                                                                                                  2008

                                                                                                                              


                                                                                                                      

                                                                                                                    

                                                                                                                    
                                                                                                                      Appendix
                                                                                                                        2
                                                                                                                        to
                                                                                                                        Supply
                                                                                                                        Agreement
                                                                                                                        No.
                                                                                                                        2

                                                                                                                    

                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                        

                                                                                                                      

                                                                                                                      
                                                                                                                        Page
                                                                                                                          15
                                                                                                                          of
                                                                                                                          15