Exhibit
10.92

    


    RIGHT
OF FIRST REFUSAL AGREEMENT

    


    This
Right of First Refusal (“ROFR”) is entered into between UFA Renewable Energy
Fund I, LLC (“UFAREF”) and Hoku Solar, Inc. (“Hoku”) as of December 19,
2008.  In consideration for providing the tax equity (subject to
UFAREF final investment committee approval) for the Hawaii Department of
Transportation solar project, Hoku grants a right of first refusal to UFAREF on
its future solar projects to be installed during calendar years 2009 and
2010.

    


    In regard
to the right of first refusal, Hoku will provide investment packages exclusively
to UFAREF prior to offering them to other potential investors, and UFAREF will
have a period of 21 days (the “Offer Period”) to determine whether it wishes to
pursue such investment.     Should Hoku materially
alter the investment opportunity, Hoku shall re-submit the offer to UFAREF (and
UFAREF will review within the Offer Period).

    


    UFAREF
agrees that:

    
      	
              1)  

            	
              in
      responding to any proposed investment package, and for Hoku to be bound by
      any UFAREF offer to provide financing, UFAREF will need to provide
      competitive, market-rate investment terms that can be verified as such by
      Hoku’s chosen nationally-recognized law or accounting firm;
      and

            


    

    
      	
              2)  

            	
              it
      will respond in writing with its determination of whether to pursue any
      proposed investment within the Offer Period, subject to having received
      all information reasonably necessary to make an initial investment
      decision.  Such response does not convey UFAREF investment
      committee approval, but only the intent to diligently pursue obtaining
      such approval.

            


    

    


    Failure
of UFAREF to (A) respond in writing that it intends to pursue the proposed
investment within the Offer Period; or (B) obtain investment committee approval
within an additional thirty (30) days after its acceptance of the proposed
investment, shall be deemed a waiver of its ROFR as to that investment
opportunity (but not future investment opportunities).

    


    Should
UFAREF not comply with the above terms, Hoku may terminate this ROFR on 30 days’
written notice to UFAREF (unless UFAREF cures within that time).

    


    
      
        
          
            
              
                
                  
                    	
                            UFA
      Renewable Energy Fund I, LLC

                          	 
      	Hoku
      Solar, Inc.
	 
      	 
      	 
      	 
      	 
      
	
                            By:

                          	
                            /s/ Chris Hasle

                          	 
      	 
      	 
      
	
                            Name:

                          	
                            Chris
      Hasle

                          	 
      	
                            By:

                          	
                            /s/ Scott Paul

                          
	
                            Title:

                          	
                            Senior
      Vice President

                          	 
      	
                            Name:

                          	
                            Scott
      Paul

                          
	 
      	 
      	 
      	
                            Title:

                          	
                            Chief
      Operating
Officer