Unassociated Document


     

    
      Exhibit
        10.83

      CONFIDENTIAL


      [*]
        =
        CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
        HAS BEEN OMITTED FROM PUBLIC FILING PURSUANT TO A REQUEST FOR CONFIDENTIAL
        TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION. THE OMITTED
        INFORMATION, WHICH HAS BEEN IDENTIFIED WITH THE SYMBOL “[*],”
        HAS BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION
        PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
        AMENDED.

       

      SUPPLY
        AGREEMENT

       

      This
        Supply Agreement is entered into as of this 4th
        day of
        September, 2008 (the “Effective
        Date”)
        between WEALTHY RISE INTERNATIONAL, LTD., a Hong Kong company (hereinafter
        “CUSTOMER”)
        and
HOKU
        MATERIALS, INC., a
        Delaware corporation (hereinafter “HOKU”).
        HOKU
        and CUSTOMER are sometimes referred to in the singular as a “Party”
or
        in
        the plural as the “Parties”.

       

      Recitals

       

      Whereas,
        HOKU desires to supply polysilicon to CUSTOMER 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, CUSTOMER
        desires to provide HOKU with a firm order for polysilicon upon the terms
        and
        conditions provided herein. 

       

      NOW,
        THEREFORE, in furtherance of the foregoing Recitals and in consideration
        of the
        mutual covenants and obligations set forth in this Agreement, the Parties
        hereby
        agree as follows: 

       

      1. Definitions. 

       

      The
        following terms used in this Agreement shall have the meanings set forth
        below:

      
         

        1.1. “Affiliate”
shall
          mean, with respect to either Party to this Agreement, any entity that is
          controlled by or under common control with such Party.

         

        1.2. “Agreement”
shall
          mean this Supply Agreement and all appendices annexed to this Agreement
          as the
          same may be amended from time to time in accordance with the provisions
          hereof.


         

        1.3. “First
          Shipment Date”
shall
          mean the date by which HOKU has delivered to CUSTOMER an aggregate total
          of [*]
          metric tons of Products pursuant to this Agreement.

         

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

         

        1.5. “Independent
          Expert”
means
          any Qualified Laboratory that is reasonably acceptable to each of HOKU
          and
          CUSTOMER; provided, however that if such parties cannot agree on the Independent
          Expert within [*], each Party shall select one independent expert form
          the list
          of Qualified Laboratories, and those two independent experts shall select
          the
          Independent Expert. 

      

      

        
          	
                  CUSTOMER
                    Initials & Date ___________________________

                	
                  HOKU
                    Initials & Date
                    ___________________________

                


        

      

       

      
        
          
          

        

        
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        Exhibit
          10.83

        CONFIDENTIAL

      

      
         

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

         

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

         

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

         

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

         

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

         

        1.11. “Term”
shall
          mean the period during which this Agreement is in effect, as more specifically
          set forth in Section 0
          of this
          Agreement.

         

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

         

        1.13. “Year”
shall
          mean each of the ten (10) twelve-month periods commencing on the First
          Shipment
          Date.

         

        2. Ordering.
          Starting
          on the First Shipment Date and each Year during the term of this Agreement
          thereafter, CUSTOMER agrees to purchase from HOKU, and HOKU agrees to sell
          to
          CUSTOMER, 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 CUSTOMER for [*] metric tons of
          Product
          that cannot be cancelled during the term of this Agreement, except as set
          forth
          in Section 0
          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 in amounts not less than the Minimum Monthly Quantity
          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 0
          below).
          At any time during the term of this Agreement, HOKU may ship to CUSTOMER
          up to
          the full cumulative balance of Minimum Annual Quantity of Product to be
          shipped
          through the end of the current Year (an “Excess
          Shipment”)
          with
          CUSTOMER’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.

      

      
        

          
            	
                    CUSTOMER
                      Initials & Date ___________________________

                  	
                    HOKU
                      Initials & Date
                      ___________________________

                  


          

        

      

      
         

        
          
            
            

          

          
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          Exhibit
            10.83

          CONFIDENTIAL

        

        
           

          3.2. HOKU
            intends to manufacture the Products at its Facility; however, notwithstanding
            anything to the contrary herein, HOKU may deliver to CUSTOMER Products
            that are
            manufactured by a third party other than HOKU, (the “Alternative
            Products”).
            The
            Alternative Products shall conform to the warranties of HOKU to CUSTOMER
            hereunder, and the quality, price, delivery and any other terms and conditions
            of the Alternative Products shall be no less favorable than the terms
            and
            conditions
            set
            forth in this Agreement. Delivery
            of the Alternative Products shall not release or mitigate HOKU’s liabilities and
            obligations hereunder except that delivery of the Alternative Products
            is deemed
            to be delivery of Products, and CUSTOMER shall have the same rights and
            HOKU
            shall have the same obligations as set forth hereunder with respect to
            any
            Alternative Products. HOKU shall notify CUSTOMER in writing prior to
            the
            delivery of Alternative Products.

           

          3.3. Except
            in
            the case of a force majeure pursuant to Section 12 below, if at any time
            after
            [*], HOKU does not supply any Products pursuant to Section 0
            or
0
            within
            [*] days of the scheduled delivery date, HOKU will provide CUSTOMER 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 0
            will be
            paid by HOKU at the end of the term of the applicable calendar quarter.
            In lieu of making a cash payment to CUSTOMER pursuant to this Section
            0,
            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 reduction is limited to [*] 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
0
            below.
            Notwithstanding the foregoing, if CUSTOMER fails to make a payment to
            HOKU
            within the [*] period set forth in Section 0
            below,
            HOKU shall not be required to supply any Product to CUSTOMER until HOKU
            has
            received the past due amount including any interest payable thereon pursuant
            to
            this Agreement. For the avoidance of doubt, CUSTOMER’s right to reduce the
            purchase price pursuant to this Section 0
            shall
            not apply if HOKU is not fulfilling its supply obligations for this
            reason.

           

          4. Shipping
            & Delivery. 

           

          4.1. Except
            as
            provided in Section 0
            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 in amounts not
            less than
            the Minimum Monthly Quantity that adds up to the Minimum Annual Quantity
            of
            Products. 

           

          4.2. HOKU
            will
            use commercially reasonable efforts to make available to CUSTOMER its
            first
            shipment of Products on or before [*]. 

        

        
          
            

              
                	
                        CUSTOMER
                          Initials & Date ___________________________

                      	
                        HOKU
                          Initials & Date
                          ___________________________

                      


              

            

             

          

          
            
              
              

            

            
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            Exhibit
              10.83

            CONFIDENTIAL

          

          
             

            4.3. In
              addition to the Minimum Annual Quantity of Product to be delivered
              to CUSTOMER
              each Year beginning no later than [*], pursuant to this Agreement,
              HOKU hereby
              agrees to sell to CUSTOMER, and CUSTOMER may elect to purchase from
              HOKU from
              [*], through and including [*], up to [*] percent ([*]%) of HOKU’s Spot Market
              Products, as defined in the next sentence. For purposes of this Section
              0,
              “Spot
              Market Products”
means
              Products that meet the Product Specifications, and which are from HOKU’s excess
              production output, which means that such Products are not required
              to be shipped
              pursuant to any of HOKU’s existing commitments to HOKU’s other Customers that
              provide prepayments for Products (including SANYO Electric Co., Ltd.,
              Suntech
              Power Holding Co., Ltd., Global Expertise Wafer Division, Ltd., Solarfun
              Power
              Hong Kong Limited, Jiangxi Kinko Energy Co., Ltd., and Tianwei New
              Energy
              (Chengdu) Wafer Co., Ltd.), and which HOKU intends to sell on the spot
              market.
              Notwithstanding the foregoing, (A) HOKU shall have no obligation to
              ship to
              CUSTOMER any Products that HOKU intends to reserve for its inventory;
              and (B)
              HOKU is not guaranteeing that any Spot Market Products will be available.
              Any
              such shipments of Spot Market Products shall be invoiced at the [*]
              Price as
              reflected in the Pricing Schedule on Appendix 1, FOB Hoku’s Facility (INCOTERMS
              2000) pursuant to Section 0
              below.
              Notwithstanding anything to the contrary, HOKU shall have no obligation
              to ship
              any Spot Market Products pursuant to this Agreement until CUSTOMER
              has paid in
              full the Initial Deposit, the Second Deposit, and the Third
              Deposit.

             

            5. Payments
              & Advances.

             

            5.1. Within
              fifteen (15) days after the Effective Date, CUSTOMER shall provide
              HOKU with a
              payment of Twenty Two Million U.S. Dollars (US$22,000,000) as an advance
              payment
              for Products to be delivered under this Agreement, via wire transfer
              of
              immediately available funds (the “Initial
              Deposit”);
              provided, however, that in the event applicable law or the requirements
              of the
              Rules Governing the Listing of Securities on The Stock Exchange of
              Hong Kong
              Limited shall require the approval of this Agreement at an Extraordinary
              General
              Meeting of CUSTOMER’s shareholders, then CUSTOMER may delay such payment of the
              Initial Deposit for up to an additional 60 calendar days. If such approval
              is
              not obtained, and if HOKU exercises its right to terminate this Agreement
              pursuant to Section 0,
              then
              CUSTOMER shall be obligated to pay HOKU a break-up fee equal to [*].
              

             

            5.2. CUSTOMER
              shall pay in cash to HOKU the additional sum of Twenty-one Million
              U.S. Dollars
              (US$21,000,000) (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 20, 2008.

             

            5.3. CUSTOMER
              shall pay in cash to HOKU the additional sum of Twenty Million U.S.
              Dollars
              (US$20,000,000) (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 March 31, 2009. 

             

            5.4. CUSTOMER
              shall pay in cash to HOKU the additional sum of Five Million U.S. Dollars
              ($5,000,000) (the “Fourth
              Deposit”
and
              together with the Second Deposit and the Third Deposit, the “Main
              Deposit”)
              as an
              advance payment for Products to be delivered under this Agreement.
              Payment of
              the Fourth Deposit shall be made when HOKU completes the shipment to
              CUSTOMER of
              a cumulative aggregate of [*] metric tons of product pursuant to Section
              4 of
              this agreement (including Products shipped prior to March
              2010).

          

          
            
              

                
                  	
                          CUSTOMER
                            Initials & Date ___________________________

                        	
                          HOKU
                            Initials & Date
                            ___________________________

                        


                

              

               

            

            
              
                
                

              

              
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              Exhibit
                10.83

              CONFIDENTIAL

            

            
               

              5.5. 
                On or
                before sixtieth (60th)
                day
                after the Effective Date, CUSTOMER shall provide to HOKU an irrevocable
                stand-by
                letter of credit in substantially the form of Appendix
                3
                attached
                hereto (the “Letter
                of Credit”)
                together with such additional restrictions consistent with this Agreement
                in
                substitution of the terms currently set forth on Appendix 3, and
                reasonable
                modifications proposed by the issuing bank, in the amount of the Main Deposit.
                The Letter of Credit shall be issued to HOKU by a bank which has
                a credit rating
                that is acceptable to HOKU in its sole discretion, or such other
                bank as may be
                approved by HOKU and CUSTOMER (the “Issuing
                Bank”).
                The
                Letter of Credit shall be issued in US Dollars for the full amount
                of the Main
                Deposit, and shall be freely assignable by HOKU in connection with
                any
                assignment of this Agreement by HOKU pursuant to Section 0
                below.
                Payment to HOKU of the Second Deposit, the Third Deposit, and the
                Fourth Deposit
                shall be made by the Issuing Bank upon its receipt of written notice
                that
                CUSTOMER has failed to make such payment on the applicable date.
                If CUSTOMER
                terminates this Agreement pursuant to Section 0,
                0,
                0,
                0,
                0,
                0,
                or
0
                then
                HOKU shall not have the right to request payment from the Issuing
                Bank of funds
                remaining on the Main Deposit. The Letter of Credit shall expire
                on June 30,
                2010, but shall be renewable for an additional one-year period if
                the entire
                amount of the Main Deposit has not been paid to HOKU as of such expiration
                date.

               

              5.6.  HOKU
                shall invoice CUSTOMER at or after the time of each shipment of Products
                to
                CUSTOMER. Taxes, customs and duties, if any, will be identified as
                separate
                items on HOKU invoices. All invoices shall be sent to CUSTOMER’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
0
                below,
shipments
                to CUSTOMER shall be credited against the Total Deposit according
                to the schedule of credits in Appendix 1 until there are no Funds
                Remaining on
                the Deposit (as defined in Section 0). 

               

              5.7. The
                prices for the Products do not include any excise, sales, use, import,
                export or
                other similar taxes, such taxes will not include income taxes or
                similar taxes,
                which taxes will be invoiced to and paid by CUSTOMER, provided that
                CUSTOMER is
                legally or contractually obliged to pay such taxes. CUSTOMER shall
                be
                responsible for all transportation charges, duties or charges, liabilities
                and
                risks for shipping and handling (and hereby indemnifies HOKU for
                such costs,
                liabilities and risks); thus, the price for the Products shall not
                include any
                such charges.

               

              5.8. Late
                payments and outstanding balances shall accrue interest at the lesser
                of [*] per
                annum or the maximum allowed by law. 

               

              6. Security
                Interest.

               

              6.1. Subject
                to receipt of the Initial Deposit HOKU hereby grants to CUSTOMER
                a security
                interest to secure the repayment by HOKU to CUSTOMER of the Total
                Deposit
                following any of the events set forth in Section 0
                below,
                which shall be subordinated in accordance with Section 0
                below,
                in all of the tangible and intangible assets related to HOKU’s polysilicon
                business (the “Collateral”).
                

               

              6.2. CUSTOMER
                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 CUSTOMER hereby. CUSTOMER shall enter into subordination agreements
                with the
                Senior Lenders on terms and conditions reasonably acceptable to the
                Senior
                Lenders. 

            

            
              
                

                  
                    	
                            CUSTOMER
                              Initials & Date ___________________________

                          	
                            HOKU
                              Initials & Date
                              ___________________________

                          


                  

                

                 

              

              
                
                  
                  

                

                
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                Exhibit
                  10.83

                CONFIDENTIAL

              

              
                 

                6.3. In
                  addition, CUSTOMER shall enter into collateral, intercreditor and
                  other
                  agreements (the “Collateral
                  Agreements”)
                  with
                  HOKU’s Senior Lenders, and with SANYO Electric Co., Ltd., Suntech Power
                  Holding
                  Co., Ltd., Global Expertise Wafer Division, Ltd., Solarfun Power
                  Hong Kong
                  Limited, Jiangxi Kinko Energy Co., Ltd., and Tianwei New Energy
                  (Chengdu) Wafer
                  Co., Ltd and HOKU’s other customers who provide prepayments for Products
                  (collectively, “HOKU’s
                  Other Customers”),
                  as
                  may be reasonably necessary to ensure that the security interest
                  granted hereby
                  is pari passu with the security interests that may be granted to
                  HOKU’s Other
                  Customers. CUSTOMER may not unreasonably refuse to sign any such
                  Collateral
                  Agreement, provided that such Collateral Agreement grants CUSTOMER
                  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 CUSTOMER. 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 CUSTOMER
                  in accordance with the terms of this Agreement. When the Total
                  Deposit is no
                  longer held by HOKU, CUSTOMER will sign such documents as are necessary
                  to
                  release its security interests.

                 

                6.5. HOKU
                  and
                  CUSTOMER 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 0,
                  including the Collateral Agreements. Neither HOKU nor CUSTOMER
                  may unreasonably
                  refuse to sign any such document.

                 

                7. Product
                  Quality Guarantee.

                 

                7.1. HOKU
                  warrants to CUSTOMER 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 and compliance with HOKU’s instructions, refund
                  or replace, at CUSTOMER’s sole option, any Product which does not meet the
                  Product Specifications, and CUSTOMER shall comply with the inspection
                  and return
                  goods policy described in Section 0
                  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 CUSTOMER. 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.

              

              
                
                  

                    
                      	
                              CUSTOMER
                                Initials & Date ___________________________

                            	
                              HOKU
                                Initials & Date
                                ___________________________

                            


                    

                  

                   

                

                
                  
                    
                    

                  

                  
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                  Exhibit
                    10.83

                  CONFIDENTIAL

                

                
                   

                  7.2. HOKU
                    EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED
                    OR STATUTORY,
                    INCLUDING THE WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR
                    A PARTICULAR
                    PURPOSE. Except as otherwise provided in Section 0
                    below,
                    HOKU’s sole responsibility and CUSTOMER’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
                    therefore; 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 CUSTOMER 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
                    CUSTOMER or
                    CUSTOMER’s Affiliates alleging any such infringement. CUSTOMER agrees
                    that: (i)
                    CUSTOMER shall give HOKU prompt notice in writing of any such
                    suit; (ii) if HOKU
                    provides evidence reasonably satisfactory to CUSTOMER of HOKU’s financial
                    ability to defend the matter vigorously and pay any reasonably
                    foreseeable
                    damages, CUSTOMER shall permit HOKU, through counsel of HOKU’s choice, to answer
                    the charge of infringement and defend such suit (but CUSTOMER,
                    or CUSTOMER’s
                    Affiliate may be represented by counsel and participate in the
                    defense at its
                    own expense); and (iii) CUSTOMER 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 CUSTOMER, its officers, agents,
                    or employees,
                    from any losses, damages, liabilities, costs or expenses which
                    may arise out of
                    the acts of omissions of HOKU.

                   

                  8. Inspection
                    and Return Goods Policy.

                   

                  8.1. An
                    inspection of appearance of each shipment of Product shall be
                    made by CUSTOMER
                    in accordance with sound business practice upon the delivery
                    of the Product, and
                    in no case later than [*]
                    after
                    delivery at CUSTOMER’s factory. CUSTOMER shall inform HOKU promptly, and in no
                    case later than [*]
                    after
                    delivery of Product, in case of any obvious damages or other
                    obvious defects to
                    the Product which CUSTOMER discovers under the inspection of
                    appearance. 

                   

                  8.2. CUSTOMER
                    shall perform final inspection of the Product upon introducing
                    the Product into
                    CUSTOMER’s production process. Such inspection shall take place during
                    the
                    Warranty Period. If the Product does not meet the Product Specifications,
                    CUSTOMER 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
0
                    below.

                   

                  8.3. Products
                    may be returned to HOKU within the later of (a) [*] after discovery
                    of a defect
                    consistent with Sections 0
                    and
0
                    above;
                    and (b) [*] after HOKU completes its inspection and confirms
                    the defect pursuant
                    to Section 0
                    above,
                    for replacement or a refund including all return shipment expenses.
                    To assure
                    prompt handling, HOKU shall provide CUSTOMER a return goods authorization
                    number
                    within 48 hours of CUSTOMER’s request. Provided that HOKU communicates this
                    number to CUSTOMER within such timeframe, CUSTOMER 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. HOKU reserves the
                    right to reverse any credit issued to CUSTOMER 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 0
                    above.
                    The fees and expenses of the Independent Expert shall be paid
                    solely by the
                    party that does not succeed in the dispute.

                

                
                  
                    

                      
                        	
                                CUSTOMER
                                  Initials & Date ___________________________

                              	
                                HOKU
                                  Initials & Date
                                  ___________________________

                              


                      

                    

                     

                  

                  
                    
                      
                      

                    

                    
                      Page
                        7 of
                        19

                      
                        

                      

                    

                    
                      
                      

                    

                  

                  
                    Exhibit
                      10.83

                    CONFIDENTIAL

                  

                  
                     

                    9. Term
                      and Termination. 

                     

                    9.1. The
                      term
                      of this Agreement shall begin on the Effective Date and 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: 

                     

                    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 sixty (60)
                      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 0
                      above;
                      and provided, further that each sixty (60) day cure period
                      shall not apply to
                      CUSTOMER’s failure to make payment to HOKU pursuant to this Agreement.
                      In the
                      event of CUSTOMER’s failure to make payment on the [*]
                      payment
                      terms set forth in Section 0
                      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 ten (10) business
                      days.
                      For
                      purposes of this Section 0,
                      a
“material breach” means a monthly shipment which is delayed beyond one hundred
                      twenty (120) 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 sixty (60)
                      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); 

                  

                  
                    
                      

                        
                          	
                                  CUSTOMER
                                    Initials & Date ___________________________

                                	
                                  HOKU
                                    Initials & Date
                                    ___________________________

                                


                        

                      

                       

                    

                    
                      
                        
                        

                      

                      
                        Page
                          8 of
                          19

                        
                          

                        

                      

                      
                        
                        

                      

                    

                    
                      Exhibit
                        10.83

                      CONFIDENTIAL

                    

                    
                       

                      9.2.4. In
                        accordance with the provisions of Section 0
                        (Force
                        Majeure) below; provided, however, that CUSTOMER may not
                        terminate this
                        Agreement pursuant to Section 0
                        if HOKU
                        is supplying Products to CUSTOMER pursuant to Section 0
                        of this
                        Agreement; 

                       

                      9.2.5. HOKU’s
                        repetitive failure to deliver Products conforming to the
                        warranties set forth in
                        Section 0
                        above,
                        subject to applicable cure periods; or 

                       

                      9.2.6. Without
                        limiting the foregoing, CUSTOMER 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
                        seventy-fifth (75th)
                        calendar day after the Effective Date, CUSTOMER has failed
                        to pay the Initial
                        Deposit, in which case CUSTOMER shall pay HOKU the sum of
                        [*] as a break-up fee
                        as liquidated damages; (B) on or before the sixtieth (60th)
                        calendar day after the Effective Date, CUSTOMER has failed
                        to deliver the Letter
                        of Credit pursuant to Section 05
                        above,
                        in which case, HOKU shall be entitled to retain the Initial
                        Deposit as
                        liquidated damages; (C) on or before December 20, 2009, CUSTOMER
                        and the Issuing
                        Bank have failed to pay the Second Deposit pursuant to Section
                        5.2 above, in
                        which case, HOKU shall be entitled to retain the Initial
                        Deposit as liquidated
                        damages; (D) on or before March 31, 2009, CUSTOMER and the
                        Issuing Bank have
                        failed to pay the Third Deposit pursuant to Section 5.3 above,
                        in which case,
                        HOKU shall be entitled to retain the Initial Deposit and
                        the Second Deposit as
                        liquidated damages; or (E) CUSTOMER and the Issuing Bank
                        have failed to pay the
                        Fourth Deposit pursuant to Section 5.4 above, in which case,
                        HOKU shall be
                        entitled to retain the Initial Deposit, the Second Deposit
                        and the Third Deposit
                        as liquidated damages.
                        UPON
                        PAYMENT OF THE BREAK-UP FEE OR FORFEITURE OF SUCH DEPOSITS
                        AS LIQUIDATED DAMAGES
                        PURSUANT TO THIS SECTION 0,
                        ALL
                        CLAIMS, OBLIGATIONS AND LIABILITIES OF CUSTOMER DERIVING
                        FROM OR RELATING TO
                        THIS AGREEMENT AND ITS TERMINATION SHALL BE DEEMED TO BE
                        DISCHARGED AND FINALLY
                        SETTLED. 

                       

                      9.4. Upon
                        the
                        expiration or termination of this Agreement howsoever arising,
                        the following
                        Sections shall survive such expiration or termination: Sections
0
                        (Definitions); Section 0
                        (Product
                        Quality Guarantee), Section 0
                        (Inspection and Return Goods Policy); Section 0
                        (Term
                        and Termination); Section 0
                        (Liability); Section 0
                        (Liquidated Damages); and Section 0
                        (General
                        Provisions). 

                       

                      9.5. If
                        CUSTOMER terminates this Agreement pursuant to Section 0,
                        0,
                        0,
                        0,
                        0,
                        0,
                        or
0,
                        then,
                        in addition to CUSTOMER’s other remedies pursuant to this Agreement, and all
                        available remedies at law and in equity, 100% of the Funds
                        Remaining on the
                        Total Deposit on such date of termination shall be returned
                        to CUSTOMER within
                        thirty (30) calendar days, with any late payment accruing
                        interest pursuant to
                        Section 0
                        above;
                        provided however that if CUSTOMER is in material breach of
                        this Agreement at the
                        time it terminates this Agreement, then HOKU shall not be
                        required to repay any
                        of the Funds Remaining on the Total Deposit up to the amounts
                        of HOKU’s direct
                        loss from such material breach (unless CUSTOMER cures such
                        breach within the
                        applicable cure period) or CUSTOMER’s other outstanding and unpaid obligations
                        hereunder (including, without limitation, obligations under
                        Section 0).
                        If
                        HOKU
                        terminates this Agreement pursuant to Section 0,9.2.2,
                        ,
0,
                        0,
                        or
0
                        then, in
                        addition to HOKU’s other remedies pursuant to this Agreement, and all available
                        remedies at law and in equity, HOKU shall be entitled to
                        retain any Funds
                        Remaining on the Total Deposit on such date of termination
                        in accordance with
                        Section 0.
                        “Funds
                        Remaining”
on
                        the
                        Total Deposit are funds not applied against CUSTOMER’s purchase of Product,
                        pursuant to Section 0
                        above,
                        for Product actually shipped to CUSTOMER hereunder.

                    

                    
                      
                        

                          
                            	
                                    CUSTOMER
                                      Initials & Date ___________________________

                                  	
                                    HOKU
                                      Initials & Date
                                      ___________________________

                                  


                          

                        

                         

                      

                      
                        
                          
                          

                        

                        
                          Page
                            9 of
                            19

                          
                            

                          

                        

                        
                          
                          

                        

                      

                      
                        Exhibit
                          10.83

                        CONFIDENTIAL

                      

                      
                         

                        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 CUSTOMER 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 WITH RESPECT
                          TO CUSTOMER’S CONTINUING OBLIGATION TO PURCHASE THE PRODUCTS AS SET
                          FORTH
                          HEREIN. 

                         

                        11. Liquidated
                          Damages; Off-Set.
                          

                         

                        11.1. 
                          THE
                          PARTIES ACKNOWLEDGE AND AGREE THAT ANY BREACH OF SECTION
0
                          OF THIS
                          AGREEMENT BY CUSTOMER 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 0,
                          THEN
                          HOKU SHALL BE ENTITLED TO RETAIN AS LIQUIDATED DAMAGES,
                          ANY FUNDS REMAINING ON
                          THE TOTAL DEPOSIT THEREOF NOT CREDITED AGAINST PRODUCT
                          SHIPMENTS. 

                         

                        11.2. THE
                          PARTIES ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THAT CUSTOMER
                          IS LATE IN MAKING
                          ANY PAYMENTS TO HOKU FOR PRODUCTS THAT HAVE BEEN SHIPPED
                          BY HOKU, HOKU RESERVES
                          THE RIGHT TO OFF-SET THE AMOUNT OF THE TOTAL DEPOSIT BY
                          CREDITING TO HOKU’S
                          ACCOUNT THE AMOUNT OF THE TOTAL DEPOSIT THAT IS EQUAL TO
                          THE PAST DUE AMOUNT,
                          INCLUDING ANY INTEREST PAYABLE THEREON PURSUANT TO THIS
                          AGREEMENT; PROVIDED,
                          HOWEVER, THAT HOKU SHALL NOTIFY CUSTOMER IN WRITING PRIOR
                          TO SUCH OFF-SET. FOR
                          THE AVOIDANCE OF DOUBT, THE INTEREST PAYABLE SET FORTH
                          ABOVE SHALL ACCRUE FROM
                          THE DUE DATE TO THE DATE WHEN HOKU EXERCISES THE RIGHT
                          TO OFF-SET. IN CASE OF
                          SUCH OFF-SET BY HOKU, CUSTOMER SHALL BE REQUIRED TO REPLENISH
                          THE DEPOSIT BY THE
                          SET-OFF AMOUNT WITHIN THIRTY (30) BUSINESS DAYS AFTER CUSTOMER’S RECEIPT OF SUCH
                          NOTIFICATION. 

                         

                        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-outs and other
                          events beyond its reasonable control, provided, however,
                          that the non-performing
                          Party shall not be so excused to the extent such default
                          or delay is
                          attributable to such non-performing Party failing to use
                          reasonable efforts to
                          prevent or such non-performing Party causing such default
                          or delay, and such
                          default or delay could not reasonably be circumvented by
                          the non-performing
                          Party through the use of alternate sources, workaround
                          plans or other means.
                          Notwithstanding the foregoing, a strike, lock-out or other
                          labor dispute
                          involving a Party (or, in the case of Supplier, a subcontractor
                          or supplier) and
                          its own personnel will not excuse such Party from performing
                          its obligations
                          hereunder. In such event, the non-performing Party will
                          be excused from further
                          performance or observance of the obligation(s) so affected
                          for as long as such
                          circumstances prevail and such Party continues to use commercially
                          reasonable
                          efforts to recommence performance or observance whenever
                          and to whatever extent
                          without delay. If such failure or delay occurs, the affected
                          Party (i.e. the
                          Party that is unable to perform) 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 apply for
                          a period of more than two (2) consecutive calendar months,
                          the non-affected
                          Party shall be entitled to terminate this Agreement upon
                          written notice to the
                          other Party. 

                      

                      
                        
                          

                            
                              	
                                      CUSTOMER
                                        Initials & Date ___________________________

                                    	
                                      HOKU
                                        Initials & Date
                                        ___________________________

                                    


                            

                          

                           

                        

                        
                          
                            
                            

                          

                          
                            Page
                              10
                              of 19

                            
                              

                            

                          

                          
                            
                            

                          

                        

                        
                          Exhibit
                            10.83

                          CONFIDENTIAL

                        

                        
                           

                          13. General
                            Provisions.
                            

                           

                          13.1. CUSTOMER
                            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. CUSTOMER 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 CUSTOMER, and
                            CUSTOMER hereby represents and warrants that neither
                            HOKU, nor to CUSTOMER’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 CUSTOMER, whether in money, property, or services
                            (i) to obtain
                            favorable treatment in securing business from CUSTOMER,
                            (ii) to pay for
                            favorable treatment for business secured from CUSTOMER,
                            or (iii) to obtain
                            special concessions or for special concessions already
                            obtained from CUSTOMER,
                            for or in respect of HOKU, in violation of any legal
                            requirement or applicable
                            law. HOKU acknowledges that it is the policy of CUSTOMER
                            to scrupulously comply
                            with 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. HOKU 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 HOKU, and
                            HOKU hereby represents and warrants that neither CUSTOMER,
                            nor to HOKU’s
                            knowledge, any other authorized person or entity associated
                            with or acting for
                            or on behalf of CUSTOMER, has knowingly directly or indirectly
                            made any
                            contribution, gift, bribe, rebate, payoff, influence
                            payment, kickback, or other
                            payment to HOKU, whether in money, property, or services
                            (i) to obtain favorable
                            treatment in securing business from HOKU, (ii) to pay
                            for favorable treatment
                            for business secured from HOKU, or (iii) to obtain special
                            concessions or for
                            special concessions already obtained from HOKU, for or
                            in respect of CUSTOMER,
                            in violation of any legal requirement or applicable law.

                           

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

                           

                          13.3. Upon
                            notice from one Party to the other of a dispute hereunder,
                            the Parties agree to
                            hold a meeting within thirty (30) 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. 

                        

                        
                          
                            

                              
                                	
                                        CUSTOMER
                                          Initials & Date ___________________________

                                      	
                                        HOKU
                                          Initials & Date
                                          ___________________________

                                      


                              

                            

                             

                          

                          
                            
                              
                              

                            

                            
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                                11
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                            Exhibit
                              10.83

                            CONFIDENTIAL

                          

                          
                             

                            13.4. HOKU
                              may
                              assign its rights under this Agreement to any collateral
                              agent as collateral
                              security for HOKU’s secured obligations in connection with the financing
                              a HOKU
                              Facility, without the consent of CUSTOMER. Except as
                              stated in the previous
                              sentence, neither HOKU nor CUSTOMER 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. 

                             

                            13.5. All
                              notices delivered pursuant to this Agreement shall
                              be in writing and in the
                              English language. Except as provided elsewhere in this
                              Agreement, a notice is
                              effective only if the Party giving or making the notice
                              has complied with this
                              Section 0
                              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: 

                             

                            CUSTOMER:
                              

                            


                            WEALTHY
                              RISE INTERNATIONAL, LTD.

                            RM
                              4001-06,Office Tower, Convention Plaza 

                            1
                              Harbour
                              Road, Wanchai, Hong Kong 

                            Attn:
                              Y.I. Hsu, CEO

                            


                            HOKU:
                              

                            


                            HOKU
                              MATERIALS, INC.

                            One
                              Hoku
                              Way

                            Pocatello,
                              Idaho, 83204

                            Attn:
                              Mr.
                              Dustin Shindo, CEO

                            Facsimile:
                              [*]

                             

                            13.6. The
                              waiver by either Party of the remedy for the other
                              Party’s breach of or its
                              right under this Agreement will not constitute a waiver
                              of the remedy for any
                              other similar or subsequent breach or right. 

                          

                          
                            
                              

                                
                                  	
                                          CUSTOMER
                                            Initials & Date ___________________________

                                        	
                                          HOKU
                                            Initials & Date
                                            ___________________________

                                        


                                

                              

                               

                            

                            
                              
                                
                                

                              

                              
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                                  12
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                              Exhibit
                                10.83

                              CONFIDENTIAL

                            

                            
                               

                              13.7. If
                                any
                                provision of this Agreement is or becomes, at any
                                time or for any reason,
                                unenforceable or invalid, no other provision of this
                                Agreement shall be affected
                                thereby, and the remaining provisions of this Agreement
                                shall continue with the
                                same force and effect as if such unenforceable or
                                invalid provisions had not
                                been inserted in this Agreement. 

                               

                              13.8. No
                                changes, modifications or alterations to this Agreement
                                shall be valid unless
                                reduced to writing and duly signed by respective
                                authorized representatives of
                                the Parties. 

                               

                              13.9. No
                                employment, agency, trust, partnership or joint venture
                                is created by, or shall
                                be founded upon, this Agreement. Each Party further
                                acknowledges that neither it
                                nor any Party acting on its behalf shall have any
                                right, power or authority,
                                implied or express, to obligate the other Party in
                                any way. 

                               

                              13.10. Neither
                                Party shall make any announcement or press release
                                regarding this Agreement or
                                any terms thereof without the other Party’s prior written consent; provided,
                                however, that the Parties will work together to issue
                                a joint press release
                                within two (2) days after execution of this Agreement.
                                Notwithstanding the
                                foregoing, either Party may publicly disclose the
                                material terms of this
                                Agreement pursuant to the United States Securities
                                Act of 1933, as amended, the
                                United States Securities Exchange Act of 1934, as
                                amended, or other applicable
                                law and Solargiga Energy Holdings Limited, being
                                the ultimate holding company of
                                CUSTOMER, may publicly disclose the material terms
                                of this agreement pursuant to
                                Hong Kong law and the Rules Governing the Listing
                                of securities on The stock
                                Exchange of Hong Kong Limited, as amended; provided,
                                however, that the Party
                                being required to disclose the material terms of
                                this Agreement shall provide
                                reasonable advance notice to the other Party.

                               

                              13.11. This
                                Agreement constitutes the entire agreement between
                                the Parties and supersedes
                                all prior proposal(s) and discussions, relative to
                                the subject matter of this
                                Agreement and neither of the Parties shall be bound
                                by any conditions,
                                definitions, warranties, understandings or representations
                                with respect to such
                                subject matter other than as expressly provided herein.
                                No oral explanation or
                                oral information by either Party hereto shall alter
                                the meaning or
                                interpretation of this Agreement. 

                               

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


                               

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

                            

                            
                              
                                

                                  
                                    	
                                            CUSTOMER
                                              Initials & Date ___________________________

                                          	
                                            HOKU
                                              Initials & Date
                                              ___________________________

                                          


                                  

                                

                                 

                              

                              
                                
                                  
                                  

                                

                                
                                  Page
                                    13
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                                Exhibit
                                  10.83

                                CONFIDENTIAL

                              

                              

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

                                


                                 

                                
                                  	
                                          CUSTOMER:

                                           

                                          WEALTHY
                                            RISE INTERNATIONAL, LTD.

                                           

                                          By: /s/
                                            Y. I. HSU

                                           

                                          Name: Y.
                                            I. Hsu

                                           

                                          Title: CEO

                                          Authorized
                                            Signatory

                                           

                                          Date: 9/04/08

                                        	
                                          HOKU:

                                           

                                          HOKU
                                            MATERIALS, INC.

                                           

                                          By: /s/
                                            DUSTIN M. SHINDO

                                           

                                          Name: Dustin
                                            M. Shindo

                                           

                                          Title: CEO

                                          Authorized
                                            Signatory

                                           

                                          Date: 9/04/2008

                                        


                                

                              

                               

                              

                                Signature
                                  Page to Supply Agreement

                              

                              
                                
                                  
                                    
                                    

                                  

                                  
                                    Page
                                      14
                                      of 19

                                    
                                      

                                    

                                  

                                  
                                    
                                    

                                  

                                

                                
                                  Exhibit
                                    10.83

                                  CONFIDENTIAL

                                

                                

                                  Appendix
                                    1

                                  Pricing
                                    Schedule

                                   

                                  


                                   

                                  
                                    	
                                            Price

                                          	
                                            Year
                                              1

                                          	
                                            Year
                                              2

                                          	
                                            Year
                                              3

                                          	
                                            Year
                                              4

                                          	
                                            Year
                                              5

                                          	
                                            Year
                                              6

                                          	
                                            Year
                                              7

                                          	
                                            Year
                                              8

                                          	
                                            Year
                                              9

                                          	
                                            Year
                                              10

                                          	
                                            Total

                                          
	
                                            Volume

                                          	
                                            [*]

                                          	
                                            [*]

                                          	
                                            [*]

                                          	
                                            [*]

                                          	
                                            [*]

                                          	
                                            [*]

                                          	
                                            [*]

                                          	
                                            [*]

                                          	
                                            [*]

                                          	
                                            [*]

                                          	
                                            [*]

                                          
	
                                            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 [*] shall be
                                    invoiced at [*] per kilogram.


                                  


                                  Credit
                                    Schedule

                                   

                                  


                                  
                                    	
                                            Credit

                                          	
                                            Year
                                              1

                                          	
                                            Year
                                              2

                                          	
                                            Year
                                              3

                                          	
                                            Year
                                              4

                                          	
                                            Year
                                              5

                                          	
                                            Year
                                              6

                                          	
                                            Year
                                              7

                                          	
                                            Year
                                              8

                                          	
                                            Year
                                              9

                                          	
                                            Year
                                              10

                                          	
                                            Total

                                          
	
                                            Total
                                              credit per Year ($ millions)

                                          	
                                            [*]

                                          	
                                            [*]

                                          	
                                            [*]

                                          	
                                            [*]

                                          	
                                            [*]

                                          	
                                            [*]

                                          	
                                            [*]

                                          	
                                            [*]

                                          	
                                            [*]

                                          	
                                            [*]

                                          	
                                            [*]

                                          


                                  

                                  


                                   

                                  


                                  HOKU
                                    will
                                    credit CUSTOMER against the Total Deposit according
                                    to the above schedule.


                                  


                                  Credits
                                    will be reflected on shipping invoices and shall
                                    be applied in full for each
                                    shipment of Products until the amount specified
                                    above for each year is fully
                                    exhausted. In the event that any credit is not
                                    applied due to HOKU’s failure to
                                    ship Products, then such credit shall be carried
                                    forward to the next
                                    Year.

                                

                                
                                  
                                    

                                      
                                        	
                                                CUSTOMER
                                                  Initials & Date ___________________________

                                              	
                                                HOKU
                                                  Initials & Date
                                                  ___________________________

                                              


                                      

                                    

                                    
                                      Appendix
                                        1 to Supply Agreement

                                    

                                  

                                  
                                    
                                      
                                      

                                    

                                    
                                      Page
                                        15
                                        of 19

                                      
                                        

                                      

                                    

                                    
                                      
                                      

                                    

                                  

                                  
                                    Exhibit
                                      10.83

                                    CONFIDENTIAL

                                  

                                  

                                    Appendix
                                      2 -- Product Specifications

                                     

                                    PRODUCT
                                      CODE: CAS # 7440-21-3

                                    


                                    1.
                                      Description

                                    


                                    [*]

                                    


                                    2.
                                      Bulk & Surface Impurity Specifications

                                    


                                    [*]

                                    


                                    3.
                                      Size Specifications

                                    


                                    [*]

                                    


                                    4.
                                      Certification & Elemental Analysis

                                    


                                    [*]

                                    


                                    5.
                                      Packaging

                                    


                                    [*]

                                    


                                    6. Qualified
                                      Laboratories:

                                    


                                    [*]

                                    
 

                                  

                                  
                                    
                                      
                                        
                                          	
                                                  CUSTOMER
                                                    Initials & Date ___________________________

                                                	
                                                  HOKU
                                                    Initials & Date
                                                    ___________________________

                                                


                                        

                                      

                                      
                                        Appendix
                                          2 to Supply Agreement

                                      

                                    

                                    
                                      
                                        
                                        

                                      

                                      
                                        Page
                                          16
                                          of 19

                                        
                                          

                                        

                                      

                                      
                                        
                                        

                                      

                                    

                                    
                                      Exhibit
                                        10.83

                                      CONFIDENTIAL

                                    

                                    

                                      APPENDIX
                                        3

                                       

                                      Form
                                        of
                                        Letter of Credit

                                       

                                      [This
                                        Letter of Credit may be replaced by a Letter
                                        of Credit that is mutually
                                        acceptable to HOKU and the Issuing Bank.]

                                       

                                      IRREVOCABLE
                                        STANDBY LETTER OF CREDIT 

                                      


                                      

                                        
                                          	
                                                  BENEFICI”RY:

                                                	
                                                  “DVISING
                                                    B”NK:

                                                
	 	 
	
                                                  HOKU
                                                    M”TERI”LS, INC.

                                                	
                                                  [INSERT
                                                    “DVISING B”NK N”ME]

                                                
	
                                                  ONE
                                                    HOKU W”Y

                                                	
                                                  [INSERT
                                                    B”NK “DDRESS]

                                                
	
                                                  POC”TELLO,
                                                    ID”HO 83204

                                                	 


                                        

                                      

                                       

                                      


                                      Gentlemen:

                                      


                                      We
                                        hereby
                                        establish in your favor our Irrevocable Standby
                                        Letter of Credit
                                        No.______________, available by your drafts
                                        at sight on (ISSUING BANK’S NAME) )
                                        for the account of _______________, up to
                                        an aggregate amount of Forty-six
                                        Million U.S. Dollars (US$46,000,000).

                                       

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

                                      


                                      Multiple
                                        presentations permitted.

                                      


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

                                      


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

                                      


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

                                      


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

                                       

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

                                      


                                      It
                                        is a
                                        condition of this letter of credit that it
                                        is transferable and may be
                                        transferred in its entirety, but not in part,
                                        and may be successively
                                        transferred by you or any transferee hereunder
                                        to a successor transferee(s).
                                        Transfer under this letter of credit to such
                                        transferee must be jointly signed
                                        by Beneficiary and shall be effected upon
                                        presentation to us of the original of
                                        this letter of credit and any amendments
                                        hereto accompanied by a request
                                        designating the transferee in the form of
                                        Annex A, attached hereto,
                                        appropriately completed.

                                    

                                     

                                    
                                      
                                        

                                          
                                            	
                                                    CUSTOMER
                                                      Initials & Date ___________________________

                                                  	
                                                    HOKU
                                                      Initials & Date
                                                      ___________________________

                                                  


                                          

                                        

                                        
                                          Appendix
                                            3 to Supply Agreement

                                        

                                      

                                      
                                        
                                          
                                          

                                        

                                        
                                          Page
                                            17
                                            of 19

                                          
                                            

                                          

                                        

                                        
                                          
                                          

                                        

                                      

                                      
                                        Exhibit
                                          10.83

                                        CONFIDENTIAL

                                      

                                      

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

                                        


                                        


                                        If
                                          CUSTOMER terminates this Agreement pursuant
                                          to Section 0,
                                          0,
                                          0,
                                          0,
                                          0,
                                          0,
                                          or
0
                                          then
                                          HOKU shall not have the right to request
                                          payment from the Issuing Bank of funds
                                          remaining on the Main Deposit. 

                                        

                                          
                                            	 	 	
                                                    Sincerely,

                                                  
	 	 	 
	 	 	 
	
                                                    ________________________

                                                  	 	
                                                    __________________________

                                                  
	
                                                    Authorized
                                                      Signature

                                                  	 	
                                                    Authorized
                                                      Signature

                                                  


                                          

                                        

                                      

                                       

                                      
                                        
                                          

                                            
                                              	
                                                      CUSTOMER
                                                        Initials & Date ___________________________

                                                    	
                                                      HOKU
                                                        Initials & Date
                                                        ___________________________

                                                    


                                            

                                          

                                          
                                            Appendix
                                              3 to Supply Agreement

                                          

                                        

                                        
                                          
                                            
                                            

                                          

                                          
                                            Page
                                              18
                                              of 19

                                            
                                              

                                            

                                          

                                          
                                            
                                            

                                          

                                        

                                        
                                          Exhibit
                                            10.83

                                          CONFIDENTIAL

                                        

                                        

                                          ANNEX
                                            A

                                          


                                          Transfer
                                            of Letter of Credit

                                          


                                          [Date]

                                          


                                          Delivered
                                            under [insert Bank name],

                                          Irrevocable
                                            Standby Letter of Credit No. [_____],

                                          dated
                                            [__________].

                                          


                                          [_______________]

                                          [_______________]
                                            

                                          [_______________]

                                          Attention:
                                            [_______________]

                                          


                                          Ladies
                                            and Gentlemen:

                                          


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

                                          


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

                                          


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

                                          


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

                                          


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

                                          


                                          Yours
                                            faithfully

                                          


                                          (Authorized
                                            Signatory)

                                          


                                          For  

                                          [BENEFICIARY]

                                          


                                          ACKNOWLEDGED:

                                          (Authorized
                                            Signatory)

                                          


                                          For

                                          [SUCCESSOR
                                            BENEFICIARY]

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          

            
              	
                      CUSTOMER
                        Initials & Date ___________________________

                    	
                      HOKU
                        Initials & Date
                        ___________________________

                    


            

          

          
            Appendix
              3 to Supply Agreement

          

        

        
          
            
            

          

          
            Page
              19
              of 19