Exhibit
      10.77

    
      	 	
              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 made as of the last date set forth on the signature page
      hereto (the “Effective
      Date”)
      between JIANGXI KINKO ENERGY CO., LTD., a People’s Republic of China (Jiangxi)
      company (hereinafter “KINKO”)
      and
HOKU
      MATERIALS, INC., a
      Delaware corporation (hereinafter “HOKU”).
      HOKU
      and KINKO 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 KINKO for its general use beginning in
      calendar year 2009 for a continuous period of ten years from the date of the
      first shipment. 

     

    Whereas,
      HOKU is a wholly owned subsidiary of Hoku Scientific, Inc. (“Hoku
      Scientific”),
      which
      is listed on the Nasdaq Global Market, and HOKU is the operating company that
      owns all of the assets for Hoku Scientific’s polysilicon business.

     

    Whereas,
      KINKO is a high-tech overseas funded enterprise and a subsidiary of Hong Kong
      Paker Technology Co., Ltd, which manufactures monocrystalline and
      multicrystalline ingots for photovoltaic applications.

     

    Whereas,
      in exchange for HOKU’s agreement to allocate the supply of polysilicon, KINKO
      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 first day after November 30, 2009, when HOKU commences deliveries
      to
      KINKO 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
      KINKO; provided, however that if such parties cannot agree on the Independent
      Expert within ten (10) days, each Party shall select one independent expert
      form
      the list of Qualified Laboratories, and those two independent experts shall
      select the Independent Expert. 

    

      
        	
                KINKO
                  Initials & Date __XDL
                  July 25, 2008________

              	
                HOKU
                  Initials & Date __DS_________________________

                 

              


      

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      Exhibit
        10.77

      
        	 	
                CONFIDENTIAL

              


      

    

     

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

     

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

     

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

     

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

     

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

     

    1.11.“Total
      Deposit”
shall
      mean all deposits or prepayments actually made by KINKO to HOKU hereunder,
      including, the Initial Deposit, the Second Deposit and the Third Deposit, each
      as defined in Section 5
      below.


     

    1.12.“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, KINKO agrees to purchase from HOKU, and HOKU agrees to sell to
      KINKO, 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 KINKO for [*]
      metric
      tons of Product that cannot be cancelled during the term of this Agreement,
      except as set forth in Section 9
      below.


     

    3. Supply
      Obligations.

     

    3.1.HOKU
      shall deliver each Year pursuant to this Agreement starting on the First
      Shipment Date at least the Minimum Annual Quantity of Product in approximately
      equal monthly shipments pursuant to Section 4.1 below; provided however, that
      if
      HOKU fails to deliver a monthly shipment, then HOKU may deliver any deficiency
      within [*]
      days
      without breaching this section or incurring any purchase price adjustment
      (pursuant to Section 3.3
      below,
      which provides that if HOKU does not supply any Products pursuant to
      Section 3.1
      or
      3.2 within
      [*]
      days of
      the scheduled delivery date, HOKU will provide KINKO with a purchase price
      adjustment equal to [*]
      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.). At any time during the term of this Agreement, HOKU may ship to KINKO
      up to the full cumulative balance of Minimum Annual Quantity of Product to
      be
      shipped through the end of this Contract (an “Excess
      Shipment”)
      with
      KINKO’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.
      HOKU
      shall deliver any deficiency in the Minimum Annual Quantity of Product within
      the first quarter in the next Year. Any deficient shipments of the Minimum
      Annual Quantity of Product which are delayed beyond the first quarter of the
      next Year shall be deemed to constitute a material breach of this Agreement
      pursuant to section 9.2.1.

    
      

        
          	
                  KINKO
                    Initials & Date __XDL
                    July 25, 2008________

                	
                  HOKU
                    Initials & Date __DS_________________________

                   

                


        

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      Exhibit
        10.77

      
        	 	
                CONFIDENTIAL

              


      

    

     

    3.2.HOKU
      intends to manufacture the Products at its Facility; however, notwithstanding
      anything to the contrary herein, HOKU may deliver to KINKO Products that are
      manufactured by a third party other than HOKU, where HOKU is acting only as
      a
      reseller or distributor of such Products; and provided that the Products meet
      the Product Specifications and price set forth in this Agreement. 

     

    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 3.1
      or 3.2
      within
[*]
      days of
      the scheduled delivery date, HOKU will provide KINKO with a purchase price
      adjustment. Such purchase price adjustment shall be [*]
      percent
      ([*]%)
      of the
      value of the respective delayed Products for each week or part thereof that
      the
      Product shipment (or part thereof) is delayed beyond the [*]
      day
      grace
      period. Any
      purchase price adjustment as a result of this Section 3.3
      will be
      paid by HOKU at the end of the term of the applicable calendar quarter.
      In lieu of making a cash payment to KINKO pursuant to this Section
      3.3,
      HOKU
      may,
      at its option, pay for such purchase price adjustment in the form of a credit
      issued for future shipments of Products.
      Notwithstanding anything to the contrary, the maximum amount of such purchase
      price adjustment shall not exceed [*]
      percent
      ([*]%)
      of the
      value of the respective delayed Products. Monthly shipments which are delayed
      beyond one hundred fifty (150) days shall be deemed to constitute a material
      breach of this Agreement pursuant to Section 9.2.1
      below.
      Notwithstanding the foregoing, if KINKO fails to make a payment to HOKU within
      the 30-day period set forth in Section 5.6
      below,
      HOKU shall not be required to supply any Product to KINKO until HOKU has
      received the past due amount including any interest payable thereon pursuant
      to
      this Agreement. For the avoidance of doubt, KINKO’s right to reduce the purchase
      price pursuant to this Section 3.3
      shall
      not apply if HOKU is not fulfilling its supply obligations for this
      reason.
      Monthly
      shipments which are delayed more than [*]
      days in
      a calendar year AND are less than [*]
      of the
      Minimum Annual Quantity of Product shall be deemed to constitute a material
      breach of this Agreement pursuant to Section 9.2.1.

     

    3.4.If
      HOKU
      delivers any Products to KINKO prior to [*],
      then
      KINKO shall pay HOKU a premium equal to [*]%
      of the
      applicable purchase price for the Products shipped prior to [*].

     

    3.5.HOKU
      hereby covenants and agrees that during the term of this Agreement, and provided
      that KINKO is not in breach of any material term of this Agreement, including,
      without limitation, its payment obligations hereunder, HOKU shall not ship
      any
      Products to any third party that is not one of HOKU’s Other Customers (e.g.,
      spot market sales), until HOKU has satisfied its delivery obligations to KINKO
      pursuant to Section 3.1
      of this
      Agreement.

     

    4. Shipping
      & Delivery. 

     

    4.1.Except
      as
      provided in Section 3.2
      above,
      shipments shall be made from the Facility on a monthly basis in accordance
      with
      a shipment schedule that will be provided by HOKU each Year under this Agreement
      and reviewed and approved by KINKO (the “Shipment
      Schedule”)
      no
      later than sixty (60) days prior to the applicable Year. The Shipment Schedule
      shall provide for approximately equal monthly shipments that add up to the
      Minimum Annual Quantity of Products, but not less than [*]
      of the
      Minimum Annual Quantity of Products. HOKU will use commercially reasonable
      efforts to make monthly shipments available on or about the fifteenth
      (15th)
      day of
      each month, and will advise KINKO approximately seven (7) days prior to the
      expected ship date; provided, however, that KINKO may request an alternate
      shipping date that is within fourteen (14) days after the advised schedule.
      Product shall be ready to ship FOB the HOKU Facility (INCOTERMS
      2000).

     

    4.2.HOKU
      will
      use commercially reasonable efforts to make available to KINKO its first
      shipment of Products on or before December 1, 2009. Any delay (but no later
      than
      December 31, 2009) shall be given by written notice to KINKO not later than
      [*].
      

    
      

        
          	
                  KINKO
                    Initials & Date __XDL
                    July 25, 2008________

                	
                  HOKU
                    Initials & Date __DS_________________________

                   

                


        

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      Exhibit
        10.77

      
        	 	
                CONFIDENTIAL

              


      

    

     

    5. Payments
      & Advances.
      The
      Total Deposit shall be used only by HOKU for polysilicon facilities
      construction, operation, administration, and other expenses and investments
      related to HOKU’s polysilicon business.

     

    5.1.As
      soon
      as possible after signing this Agreement, and no later than August 20, 2008,
      KINKO shall provide HOKU with a deposit of Ten Million U.S. Dollars
      (US$10,000,000) via wire transfer of immediately available funds (the
“Initial
      Deposit”)
      as
      advance payment for Products to be delivered under this Agreement.

     

    5.2.On
      or
      before December 20, 2008, KINKO shall provide HOKU with a deposit of Twenty
      Million U.S. Dollars (US$20,000,000) via wire transfer of immediately available
      funds (the “Second
      Deposit”)
      as
      advance payment for Products to be delivered under this Agreement.

     

    5.3.On
      or
      before March 31, 2009, KINKO shall provide HOKU with a deposit of Twenty-five
      Million U.S. Dollars ($25,000,000) via wire transfer of immediately available
      funds (the “Third
      Deposit”
and
      together with the Initial Deposit and the Second Deposit, the “Total
      Deposit”)
      as
      advance payment for Products to be delivered under this Agreement.

     

    5.4.On
      or
      before August 31, 2008, KINKO shall provide to HOKU an irrevocable stand-by
      letter of credit in substantially the form of Appendix
      3
      attached
      hereto (the “First Letter
      of Credit”)
      in the
      amount of the Second Deposit. The First Letter of Credit shall be issued to
      HOKU
      by a bank domiciled in and organized under the laws of one of the fifty States
      of the United States of America, and which has a credit rating that is
      acceptable to HOKU in its sole discretion (the “Issuing
      Bank”).
      The
      First Letter of Credit shall be issued in US Dollars for the full amount of
      the
      Second Deposit, and shall be freely assignable by HOKU in connection with any
      assignment of this Agreement by HOKU pursuant to Section 14.4
      below.
      Payment to HOKU of the Second Deposit shall be made by the Issuing Bank upon
      its
      receipt of written notice that KINKO has failed to make such payment on the
      applicable date. The First Letter of Credit shall expire after payment of the
      Second Deposit.

     

    5.5.On
      or
      before December 31, 2008, KINKO shall provide to HOKU an irrevocable stand-by
      letter of credit in substantially the form of Appendix
      3
      attached
      hereto (the “Second
      Letter of Credit”)
      in the
      amount of the Third Deposit. The Second Letter of Credit shall be issued to
      HOKU
      by the Issuing Bank. The Second Letter of Credit shall be issued in US Dollars
      for the full amount of the Third Deposit, and shall be freely assignable by
      HOKU
      in connection with any assignment of this Agreement by HOKU pursuant to
      Section 14.4
      below.
      Payment to HOKU of the Third Deposit shall be made by the Issuing Bank upon
      its
      receipt of written notice that KINKO has failed to make such payment on the
      applicable date. The Second Letter of Credit shall expire after payment of
      the
      Third Deposit.

     

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

     

    5.7.The
      prices are FOB prices (INCOTERMS 2000). 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 KINKO, provided that KINKO is legally or contractually
      obliged to pay such taxes. KINKO 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.

    

      
        	
                KINKO
                  Initials & Date __XDL
                  July 25, 2008________

              	
                HOKU
                  Initials & Date __DS_________________________

                 

              


      

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      Exhibit
        10.77

      
        	 	
                CONFIDENTIAL

              


      

    

     

    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 or payment of any portion of the Total Deposit
      HOKU hereby grants to KINKO a security interest to secure the repayment by
      HOKU
      to KINKO of amounts of the Total Deposit actually paid to HOKU, following any
      of
      the events set forth in Section 9.5
      below,
      which shall be subordinated in accordance with Section 6.2
      below,
      in all of the tangible and intangible assets related to HOKU’s polysilicon
      business (the “Collateral”).
      

     

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

     

    6.3.In
      addition, KINKO 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, 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. KINKO may not unreasonably refuse to sign any such Collateral
      Agreement, provided that such Collateral Agreement grants KINKO 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 KINKO. 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 KINKO in
      accordance with the terms of this Agreement. When the Total Deposit is no longer
      held by HOKU, KINKO will sign such documents as are necessary to release its
      security interests.

     

    6.5.HOKU
      and
      KINKO each agree to act in good faith to execute and deliver any additional
      document or documents that may be required in furtherance of the foregoing
      provisions of this Section 6,
      including the Collateral Agreements, and in any event, HOKU and KINKO shall
      enter into the Collateral Agreements prior to HOKU granting any senior security
      interest to the Senior Lenders. Neither HOKU nor KINKO may unreasonably refuse
      to sign any such document.

     

    7. Product
      Quality Guarantee.

     

    7.1.HOKU
      warrants to KINKO that the Products shall meet the Product Specifications.
      For
      each shipment, this warranty shall survive for the lesser of (a) [*]
      days
      after KINKO receives the Products; or (b) [*]
      days
      after the release of the Products by HOKU at FOB origin (INCOTERMS 2000) (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 KINKO’s sole option, any Product which does not meet the Product
      Specifications, and KINKO shall comply with the inspection and return goods
      policy described in Section 8
      below
      with respect to such Products. HOKU shall be responsible for all replacement
      costs, including but not limited to transportation, taxes and customs charges,
      and, in the case of a replacement, shall use commercially reasonable efforts
      to
      replace such non-confirming Products within [*]
      days
      after expiration of the [*]
      day
      period described in Section 8.3
      below.
      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 KINKO. 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.

    

      
        	
                KINKO
                  Initials & Date __XDL
                  July 25, 2008________

              	
                HOKU
                  Initials & Date __DS_________________________

                 

              


      

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      Exhibit
        10.77

      
        	 	
                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. HOKU’s sole responsibility and KINKO’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 KINKO 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 KINKO or KINKO’s
      Affiliates alleging any such infringement. KINKO agrees that: (i) KINKO shall
      give HOKU prompt notice in writing of any such suit; (ii) if HOKU provides
      evidence reasonably satisfactory to KINKO of HOKU’s financial ability to defend
      the matter vigorously and pay any reasonably foreseeable damages, KINKO shall
      permit HOKU, through counsel of HOKU’s choice, to answer the charge of
      infringement and defend such suit (but KINKO, or KINKO’s Affiliate may be
      represented by counsel and participate in the defense at its own expense);
      and
      (iii) KINKO 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 KINKO, 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 KINKO
      in
      accordance with sound business practice upon the delivery of the Product, and
      in
      no case later than [*]
      after
      delivery at KINKO’s factory. KINKO 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 KINKO discovers under the inspection of
      appearance. 

     

    8.2.KINKO
      shall perform final inspection of the Product upon introducing the Product
      into
      KINKO’s production process. Such inspection shall take place during the Warranty
      Period. If the Product does not meet the Product Specifications, KINKO shall
      notify HOKU in writing without undue delay after the inspection and, together
      with the notification, submit documentary evidence of the result of the final
      inspection whereupon HOKU shall have the right to undertake its own inspection
      prior to any return of the Products pursuant to Section 8.3
      below.

    

      
        	
                KINKO
                  Initials & Date __XDL
                  July 25, 2008________

              	
                HOKU
                  Initials & Date __DS_________________________

                 

              


      

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      Exhibit
        10.77

      
        	 	
                CONFIDENTIAL

              


      

    

     

    8.3.Products
      may be returned to HOKU within the later of (a) [*]
      after
      discovery of a defect consistent with Sections 8.1
      and 8.2
      above;
      and (b) [*]
      after
      HOKU completes its inspection and confirms the defect pursuant to
      Section 8.2
      above,
      for replacement or a refund including all return shipment expenses. To assure
      prompt handling, HOKU shall provide KINKO a return goods authorization number
      within 48 hours of KINKO’s request. Provided that HOKU communicates this number
      to KINKO within such timeframe, KINKO 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 KINKO if, upon return, such Product is determined
      by an Independent Expert not to be defective.
      The
      conclusion of the Independent Expert shall be final, binding and non-appealable
      in respect of the conformity of the Products to the warranties set forth in
      Section 7.1
      above.
      The fees and expenses of the Independent Expert shall be paid solely by the
      party that does not succeed in the dispute.

     

    8.4.The
      following shall be deemed to constitute a material breach of this Agreement
      by
      HOKU pursuant to Section 9.2.1:
      (A) if
      HOKU delivers [*]
      consecutive monthly shipments where more than [*]
      percent
      ([*]%)
      of the
      Products in each such shipment do not meet the Product Specifications, or (B)
      HOKU delivers [*]
      or more
      monthly shipments during any Year where [*]
      percent
      ([*]%)
      of the
      Products in each such shipment do not meet the Product Specifications.


     

    9. Term
      and Termination. 

     

    9.1.The
      term
      of this Agreement shall begin on the Effective Date and provided that the first
      delivery of the Product under this Agreement shall occur on December 31, 2009
      or
      earlier, and unless previously terminated as hereinafter set forth, shall remain
      in force for a period of ten Years beginning with the First Shipment Date.
      

     

    9.2.Each
      Party may, at its discretion, upon written notice to the other Party, and in
      addition to its rights and remedies provided under this Agreement or any other
      agreement executed in connection with this Agreement and at law or in equity,
      terminate this Agreement in the event of any of the following: 

     

    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 150-day
      cure period for HOKU’s delivery obligations pursuant to
      Section 3.3
      above;
      and provided, further that such sixty (60) day cure period shall not apply
      to
      KINKO’s failure to make any payment to HOKU pursuant to this Agreement. In the
      event of KINKO’s failure to make payment on the 30-day payment terms set forth
      in Section 5.6
      hereof,
      termination by HOKU shall require the issuance of a written notice of default
      containing the threat of immediate termination if payment is not made within
      an
      additional grace period of not less than ten (10) business days.
      For
      purposes of this Section 9.2.1,
      a
“material breach” means a monthly shipment which is delayed beyond one hundred
      fifty (150) 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; 

    

      
        	
                KINKO
                  Initials & Date __XDL
                  July 25, 2008________

              	
                HOKU
                  Initials & Date __DS_________________________

                 

              


      

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      Exhibit
        10.77

      
        	 	
                CONFIDENTIAL

              


      

    

     

    9.2.3. If
      the
      other Party (i) becomes unable, or admits in writing its inability, to pay
      its
      debts generally as they mature, (ii) becomes insolvent (as such term may be
      defined or interpreted under any applicable statute); or 

     

    9.2.4. In
      accordance with the provisions of Section 12
      (Force
      Majeure) below; provided, however, that KINKO may not terminate this Agreement
      pursuant to Section 12
      if HOKU
      is supplying Products to KINKO pursuant to Section 3.2
      of this
      Agreement. 

     

    9.2.5. Without
      limiting the foregoing, KINKO shall have the right to terminate this Agreement
      if the First Shipment Date does not occur on or before December 31,
      2009.

     

    9.3.HOKU
      shall have the right to terminate this Agreement if (A) on or before August
      20,
      2008, KINKO has failed to pay the Initial Deposit;
      (B) on
      or before August 31, 2008, KINKO has failed to deliver the First Letter of
      Credit, in which case HOKU may immediately terminate this Agreement and retain
      the Initial Deposit as liquidated damages; or (C) on or before December 31,
      2008, KINKO has failed to deliver the Second Letter of Credit, in which case
      HOKU may immediately terminate this Agreement and retain the Initial Deposit
      and
      the Second Deposit as liquidated damages. 

     

    9.4.Upon
      the
      expiration or termination of this Agreement howsoever arising, the following
      Sections shall survive such expiration or termination:
      Sections 1
      (Definitions); Section 7
      (Product
      Quality Guarantee), Section 8
      (Inspection and Return Goods Policy); Section 9
      (Term
      and Termination); Section 10
      (Liability); Section 11
      (Liquidated Damages); and Section 13
      (General
      Provisions). 

     

    9.5.If
      KINKO
      terminates this Agreement pursuant to Section 9.2.1,
      9.2.2,
      9.2.3,
      9.2.4,
      9.2.5,
      or 12
      then any
      funds remaining on the Total Deposit on such date of termination shall be
      returned to KINKO, plus interest equal to the amount set forth in
      Section 5.8
      for each
      year since such funds were paid to HOKU by KINKO; provided however that if
      KINKO
      is in material breach of this Agreement at the time it terminates this
      Agreement, then HOKU shall not be required to repay any remaining amount of
      the
      Total Deposit up to the amounts of HOKU’s direct loss from such material breach
      (unless KINKO cures such breach within the applicable cure period) or KINKO’s
      other outstanding and unpaid obligations hereunder (including, without
      limitation, obligations under Section 11).
      If
      HOKU
      terminates this Agreement pursuant to Section 9.2.1,
      9.2.2,
      9.2.3,
      9.2.4,
      or 12
      then
      HOKU shall be entitled to retain the Total Deposit including any funds remaining
      on the Total Deposit on such date of termination in accordance with Section
      11.
      “Funds
      remaining”
on
      the
      Total Deposit are funds not applied against KINKO’s purchase of Product,
      pursuant to Section 5.6
      above,
      for Product actually shipped to KINKO hereunder.
      If KINKO
      terminates this Agreement pursuant to Section 9.2.1
      or 9.2.5
      due to
      HOKU’s failure to deliver Products pursuant to this Agreement, then one hundred
      fifty percent (150%) of the funds remaining on the Total Deposit on such date
      of
      termination shall be returned to KINKO.

     

    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 KINKO 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 KINKO’S CONTINUING OBLIGATION TO PURCHASE THE PRODUCTS AS SET FORTH HEREIN.


    

      
        	
                KINKO
                  Initials & Date __XDL
                  July 25, 2008________

              	
                HOKU
                  Initials & Date __DS_________________________

                 

              


      

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      Exhibit
        10.77

      
        	 	
                CONFIDENTIAL

              


      

    

     

    11. Liquidated
      Damages.
      THE
      PARTIES ACKNOWLEDGE AND AGREE THAT ANY BREACH OF THIS AGREEMENT BY KINKO MAY
      CAUSE IRREPARABLE AND IMMEASURABLE DAMAGE TO HOKU. BECAUSE IT IS DIFFICULT
      TO
      MEASURE THESE DAMAGES, IN THE EVENT THAT THIS AGREEMENT IS TERMINATED BY HOKU
      PURSUANT TO SECTION 9.2.1,
      9.2.2,
      9.2.3,
      9.2.4, 9.3
      or
      12,
      THEN
      HOKU SHALL BE ENTITLED TO RETAIN AS LIQUIDATED DAMAGES, THE TOTAL DEPOSIT
      (INCLUDING ANY REMAINING PORTION THEREOF NOT CREDITED AGAINST PRODUCT
      SHIPMENTS). ANY AMOUNTS DUE FOR UNDELIVERED PRODUCT UNDER THIS AGREEMENT ARE
      STILL DUE, UNLESS OTHERWISE AGREED BY BOTH PARTIES IN WRITING. 

     

    12. Force
      Majeure.
      Neither
      Party shall be liable to the other Party for failure of or delay in performance
      of any obligation under this Agreement, directly, or indirectly, owing to acts
      of God, war, war-like condition, embargoes, riots, strike, lock-out and other
      events beyond its reasonable control which were not reasonably foreseeable
      and
      whose effects are not capable of being overcome without unreasonable expense
      and/or loss of time to the affected Party (i.e., the Party that is unable to
      perform). If such failure or delay occurs, the affected Party shall notify
      the
      other Party of the occurrence thereof as soon as possible, and the Parties
      shall
      discuss the best way to resolve the event of force majeure. If the conditions
      of
      Force Majeure continue to materially impede performance of any material
      obligation under this Agreement for a period of more than three (3) consecutive
      calendar months, then the non-affected Party shall be entitled to terminate
      this
      Agreement by 30 days’ prior written notice to the other Party. For
      the
      purposes of this Section 12,
      the
      inability of KINKO to receive, accept or take delivery of Products that have
      been made available by HOKU pursuant to this Agreement shall not constitute
      an
      event of force majeure.

     

    13. Visitation
      Rights; Project Updates.

     

    13.1.Beginning
      on the Effective Date, and until the First Shipment Date or the earlier
      termination of this Agreement pursuant to Section 9
      above,
      KINKO shall have the right to visit the HOKU Facility in Pocatello, Idaho,
      USA,
      for the limited purpose of evaluating HOKU’s progress towards completing the
      construction of its polysilicon production facilities. KINKO shall provide
      HOKU
      with at least five (5) business days’ prior notice of any such visit, and may
      not visit more than two times each calendar quarter. HOKU reserves the right
      to
      refuse access to any individual who is not subject to HOKU’s non-disclosure
      agreement. KINKO shall agree to abide by all of HOKU’s safety and security
      requirements and instructions for the HOKU Facility.

     

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

     

    14. General
      Provisions.
      

     

    14.1.KINKO
      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. KINKO 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 KINKO, and KINKO hereby
      represents and warrants that neither HOKU, nor to KINKO’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 KINKO, whether in
      money, property, or services (i) to obtain favorable treatment in securing
      business from KINKO, (ii) to pay for favorable treatment for business secured
      from KINKO, or (iii) to obtain special concessions or for special concessions
      already obtained from KINKO, for or in respect of HOKU, in violation of any
      legal requirement or applicable law.

    

      
        	
                KINKO
                  Initials & Date __XDL
                  July 25, 2008________

              	
                HOKU
                  Initials & Date __DS_________________________

                 

              


      

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      Exhibit
        10.77

      
        	 	
                CONFIDENTIAL

              


      

    

     

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

     

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

     

    14.4.HOKU
      may
      assign this Agreement to any of its Affiliates, and may assign its rights under
      this Agreement to any collateral agent as collateral security for HOKU’s secured
      obligations in connection with the financing a HOKU Facility, without the
      consent of KINKO. Except as stated in the previous sentence, neither HOKU nor
      KINKO may assign this Agreement to a third party without the prior written
      consent of the other Party, which consent shall not be unreasonably withheld.
      Notwithstanding the foregoing, an assignment of this Agreement by either Party
      in connection with a merger, acquisition, or sale of all or substantially all
      of
      the assets or capital stock of such Party shall not require the consent of
      the
      other Party. If this Agreement is assigned effectively to a third party, this
      Agreement shall bind upon successors and assigns of the Parties
      hereto. 

     

    14.5.All
      notices delivered pursuant to this Agreement shall be in writing and in the
      English language. Except as provided elsewhere in this Agreement, a notice
      is
      effective only if the Party giving or making the notice has complied with this
      Section 14.5
      and if
      the addressee has received the notice. A notice is deemed to have been received
      as follows: 

     

    
      	 	
              (a)

            	
              If
                a notice is delivered in person, or sent by registered or certified
                mail,
                or nationally or internationally recognized overnight courier, upon
                receipt as indicated by the date on the signed receipt;
                or

            


    

     

    
      	 	
              (b)

            	
              If
                a notice is sent by facsimile, upon receipt by the Party giving the
                notice
                of an acknowledgment or transmission report generated by the machine
                from
                which the facsimile was sent indicating that the facsimile was sent
                in its
                entirety to the addressee’s facsimile number.


            


    

     

    Each
      Party giving a notice shall address the notice to the appropriate person at
      the
      receiving Party at the addresses listed below or to a changed address as the
      Party shall have specified by prior written notice: 

     

    KINKO:
      

    


    JIANGXI
      KINKO ENERGY CO., LTD. 

    Kinko
      Road, Xuri District, Economic Development Zone, Shangrao, China

    Tel:
      +86-793-8469699

    Fax:
      +86-793-8461152

    Attn:
      Mr.
      Xian De Li

    

      
        	
                KINKO
                  Initials & Date __XDL
                  July 25, 2008________

              	
                HOKU
                  Initials & Date __DS_________________________

                 

              


      

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      Exhibit
        10.77

      
        	 	
                CONFIDENTIAL

              




    

    With
      a
      copy to:

    


    SHANGHAI
      GUANGWEI ELECTRONICS MATERIALS Co., Ltd.

    No.
      808,
      Minta Road,Songjiang District, Shanghai, China 201600 

    Tel:
      +86-21-57847791 

    Fax:
      +86-21-57847790

    Attn:
      Mr.
      Wei Li

    


    HOKU:
      

    


    HOKU
      MATERIALS, INC.

    1075
      Opakapaka Street

    Kapolei,
      HI 96707

    Attn:
      Mr.
      Dustin Shindo, CEO

    Facsimile:
      +1 (808) 682-7807

     

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

     

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

     

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

     

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

     

    14.10.Neither
      Party shall make any announcement or press release regarding this Agreement
      or
      any terms thereof without the other Party’s prior written consent; provided,
      however, that the Parties will work together to issue a joint press release
      within fourteen (14) days after execution of this Agreement. Notwithstanding
      the
      foregoing, either Party may publicly disclose the material terms of this
      Agreement pursuant to the United States Securities Act of 1933, as amended,
      the
      United States Securities Exchange Act of 1934, as amended, or other applicable
      law; provided, however, that the Party being required to disclose the material
      terms of this Agreement shall provide reasonable advance notice to the other
      Party, and shall use commercially reasonable efforts to obtain confidential
      treatment from the applicable governing entity for all pricing and technical
      information set forth in this Agreement.

     

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

     

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

    

      
        	
                KINKO
                  Initials & Date __XDL
                  July 25, 2008________

              	
                HOKU
                  Initials & Date __DS_________________________

                 

              


      

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      Exhibit
        10.77

      
        	 	
                CONFIDENTIAL

              


      

    

     

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

    

      
        	
                KINKO
                  Initials & Date __XDL
                  July 25, 2008________

              	
                HOKU
                  Initials & Date __DS_________________________

                 

              


      

      Page
        12
of 
        18

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Exhibit
          10.77

        
          	 	
                  CONFIDENTIAL

                


        

      

       

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

    

     

    
      	
              KINKO:

            	 	
              HOKU:

            
	 	 	 
	
              JIANGXI
                KINKO ENERGY CO., LTD.

            	 	
              HOKU
                MATERIALS, INC.

            
	 	 	 
	
              By:

            	
              /s/
                X.D. LI 

            	 	
              By:

            	
              /s/
                DUSTIN M. SHINDO 

            
	 	 	 	 	 
	
              Name:

            	
              X.D.
                Li 

            	 	
              Name:

            	
              Dustin
                M. Shindo 

            
	 	 	 	 	 
	
              Title: 

            	
              Chairman 

            	 	
              Title:  

            	
              Chairman
                and CEO

            
	Authorized
              Signatory	 	Authorized
              Signatory 
	 	 	 	 	 
	
              Date:

            	
              July
                25, 2008 

            	 	
              Date:

            	
              July
                24, 2008 

            


    

     

    
      Signature
        Page to Supply Agreement

    

    Page
      13
      of  18

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      Exhibit
        10.77

      
        	 	
                CONFIDENTIAL

              


      

    

     

    Appendix
      1

    Pricing
      Schedule

     

    [*]

     

    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 [*].
      

    

      
        	
                KINKO
                  Initials & Date __XDL
                  July 25, 2008________

              	
                HOKU
                  Initials & Date __DS_________________________

                 

              


      

      Appendix
        1 to Supply Agreement

      Page
        14
of
        18

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Exhibit
      10.77

    
      	 	
              CONFIDENTIAL

            




    Appendix
      2 — Product
      Specifications

     

    [*]

    


    1.
      Description

    


    [*]

    


    2.
      Bulk & Surface Impurity Specifications

    


    [*]

    3.
      Size Specifications

    


    [*]

    


    4.
      Certification & Elemental Analysis

    


    [*]

    


    5.
      Packaging

    


    [*]

    


    6. Qualified
      Laboratories:

    


    [*]

     

    
      
        	
                KINKO
                  Initials & Date __XDL
                  July 25, 2008________

              	
                HOKU
                  Initials & Date __DS_________________________

                 

              


      

      Appendix
        2 to Supply Agreement

      Page
        15
of 
        18

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Exhibit
      10.77

    
      	 	
              CONFIDENTIAL

            




    APPENDIX
      3 —
      Form of Letter of Credit

     

    IRREVOCABLE
      STANDBY LETTER OF CREDIT 

    

      
        	
                BENEFICIARY:

              	
                ADVISING
                  BANK:

              
	 	 
	
                HOKU
                  MATERIALS, INC.

              	
                [INSERT ADVISING BANK NAME]

              
	
                ONE HOKU WAY

              	
                [INSERT BANK ADDRESS]

              
	
                POCATELLO, IDAHO 83204

              	 


      

       

    

    Gentlemen:

    


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

     

    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.


    
      	
              KINKO
                Initials & Date __XDL
                July 25, 2008________

            	
              HOKU
                Initials & Date __DS_________________________

               

            


    

    Appendix
      2 to Supply Agreement

    Page
      16
of
      18


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      Exhibit
        10.77

      
        	 	
                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 [*],
      the
      expiration date, or any extended date as provided above, at (ISSUING BANK’S NAME
      AND ADDRESS).

    


    
      	 
              	 	
              Sincerely,

            	 
	 	 	 	 
	
               

            	 	
               

            	 
	
              Authorized
                Signature

            	 	
              Authorized
                Signature

            	 


    

     

    
      
        	
                KINKO
                  Initials & Date __XDL
                  July 25, 2008________

              	
                HOKU
                  Initials & Date __DS_________________________

                 

              


      

      Appendix
        2 to Supply Agreement

      Page
        17
of 
        18

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Exhibit
      10.77

    
      	 	
              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]

     

    
      
        	
                KINKO
                  Initials & Date __XDL
                  July 25, 2008________

              	
                HOKU
                  Initials & Date __DS_________________________

                 

              


      

      Appendix
        2 to Supply Agreement

      Page
        18
of 
        18