Unassociated Document


    Exhibit
      10.85

     

    [*]
      = 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.

    


     

    Amendment
      No.2 to SUPPLY AGREEMENT

     

    The
      SUPPLY AGREEMENT signed on August 4, 2008 for the supply of [*] metric tons
      of
      Polysilicon for a continuous period of ten years 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”)
      is
      hereby amended, in part, in the following particular:

    


    5.6. HOKU
      shall invoice TIANWEI at or after the time of each shipment of Products to
      TIANWEI. Taxes, customs and duties, if any, will be identified as separate
      items
      on HOKU invoices. All invoices shall be sent to TIANWEI’s address as provided
      herein. Payment terms for all invoiced amounts shall be [*]
      days from date of shipment. All payments shall be made in U.S. Dollars. Unless
      HOKU is entitled to retain the Total Deposit as liquidated damages pursuant
      to
      Section 11 below, shipments to TIANWEI shall be credited against the Total
      Deposit [*].

    


    Clause
      5.6 in aforesaid original SUPPLY AGREEMENT shall be superseded by the clause
      above.

    


    As
      full
      and complete consideration for HOKU agreeing to the foregoing amendments, and
      as
      an express condition to the effectiveness of the foregoing amendments, TIANWEI
      hereby agrees to pay to HOKU in full the Second Deposit (as defined in SUPPLY
      AGREEMENT) in the amount of Fifteen Million U.S. Dollars (USD $15,000,000)
      via
      wire transfer on or before October 28, 2008. 

    


    The
      aforesaid original SUPPLY AGREEMENT shall and does remain in effect as
      originally written, and as amended pursuant to the Supply Agreement No. 2 signed
      on September 14, 2008, except as herein above specially amended.

    


    The
      amendment to SUPPLY AGREEMENT is hereby authorized by:

    


    
      	
              TIANWEI:

               

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

               

               

              By: /s/
                AIHUA GUO

               

              Name: Aihua
                Guo

               

              Title: General
                Manager

              Authorized
                Signatory

               

              Date: October
                24, 2008

            	
              HOKU:

               

              HOKU
                MATERIALS, INC.

               

               

              By: /s/
                DUSTIN M. SHINDO

               

              Name: Dustin
                M. Shindo

               

              Title: Chief
                Executive Officer

              Authorized
                Signatory

               

              Date: October
                24, 2008