EXHIBIT
10.102

    


    [*]
= 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.

     

    HOKU
CHANGE ORDER 3.0

     

    March 27,
2009

    


    JH KELLY
LLC

    831
3rd
Avenue

    Longview,
WA 98632

    Attn:  Mason
Evans, President

    


    Dear
Mason:

    


    Pursuant
to Article 8.1 of the Cost Plus Incentive Construction Contract dated August 8,
2007, by and between Hoku Materials, Inc. (“Owner”) and JH Kelly
LLC. (“Contractor”), as
modified by Change Order No. 1 dated October 3, 2007 (“Change Order No. 1”)
and Change Order No. 2 dated April 7, 2008 (“Change Order No. 2” and
collectively with Change Order No. 1 and the Cost Plus Incentive Contract, the
“Contract”)
Owner and Contractor hereby agree to the following Change (as defined in the
Contract).  Capitalized terms not otherwise defined in this Change are
defined in the Contract.

     

    
      	
               
      

            	
              1.

            	
              The
      Project Objective described in Exhibit A to the
      Contract is hereby changed to reflect an increase in the planned output of
      the Project from “a minimum of 3,500 metric tons per year” to “a minimum
      of 4,000 metric tons per year.”

            


    

     

    
      	
               
      

            	
              2.

            	
              Section
      9.2.2.1 of the Contract is hereby amended such that the maximum Budget
      Incentive that may be payable to Contractor is reduced from Three Million
      Three Hundred Thousand Dollars ($3,300,000) to One Million Dollars
      ($1,000,000).

            


    

     

    
      	
               
      

            	
              3.

            	
              Section
      9.2.2.3 of the Contract is hereby amended and restated to read as
      follows:

            


    

     

    9.2.2.3
Safety Incentive.  Following Final Acceptance of the Work, Owner shall
pay to Contractor a Safety Incentive based on the OSHA Recordable Incident Rate
(ORIR) for the Work performed based on the following schedule:

     

    
      	
              ORIR

            	
              Safety
      Incentive

            
	
              5.01
      or higher

            	
              None

            
	
              3.01
      to 5.0

            	
              $200,000

            
	
              3.0
      or less

            	
              $500,000

            


    

     

     

     

     

    
      One Hoku
Way · Pocatello, Idaho 83204 · Tel 808-682-7800 · Fax 808-440-0357 ·
www.hokumaterials.com

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      	 	
              Mason
      Evans

              JH Kelly LLC

              Marcy 27, 2009

              Page 2 of 5

               

            


    

     

     

    
      	
            	
              4. 

            	
              Exhibit
      B to the Contract is amended and restated in its entirety as set
      forth on Exhibit
      B attached hereto.

            


    

     

    
      	
               
      

            	
              5.

            	
              Appendix
      2 to Exhibit C to the Contract is amended and restated in its
      entirety as set forth on Appendix
      2 to Exhibit C attached
hereto.

            


    

     

    
      	
               
      

            	
              6.

            	
              Effective
      upon submission of the next Application for Payment following the
      execution of this Change Order No. 3, Owner shall no longer withhold any
      retainage pursuant to Section 9.3.4.2 of the Contract from any future
      Application for Payment; and, provided, further, that all retainage
      amounts previously withheld shall be paid to Contractor in three equal
      monthly payments beginning with payment of the invoice for Work following
      successful completion of the Preliminary Reactor Demonstration, through
      and including the invoice for the third month
  thereafter.

            


    

     

    
      	
               
      

            	
              7.

            	
              Pursuant
      to Section 17.5 of the Contract, Owner hereby updates its notice addresses
      as follows:

            


    

     

    If to
Owner, to:

     

    HOKU MATERIALS, INC.

    Attn: Karl Taft

    One Hoku
Way

    Pocatello, Idaho 83204

    Tel:  808-682-7800

    Fax:  808-440-0357

     

    With a copy to:

     

    HOKU SCIENTIFIC, INC.

    Attn: Dustin Shindo

    1288 Ala
Moana Blvd, Suite 220

    Honolulu, Hawaii 96814

    Tel:  (808)
682-7800

    Fax:  (808)
440-0357

     

    Except
for the matters specifically set forth above, this Change Order No. 3 does not
amend the Contract.  Please sign below to acknowledge your agreement
with this Change Order No. 3.

    


    Sincerely
yours,

    


    HOKU
MATERIALS, INC.

    


    /s/
Darryl S. Nakamoto, CFO for

    


    Dustin M.
Shindo, CEO

    


    Acknowledged
and agreed as of this 27th day of March, 2009.

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
       

      
        	 	
                Mason
      Evans

                JH Kelly LLC

                Marcy 27, 2009

                Page 3 of 5

                 

              


      

       

       

      JH KELLY
LLC

    

     

     

    By: 
/s/ Mason M.
Evans

    
      

    


    Name: 
Mason M.
Evans

    Title: 
President

     

    Cc:  Mark
Fleischauer, JH Kelly
LLC, 2311 East First Street, Vancouver, WA 98661

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
       

      
        	 	
                Mason
      Evans

                JH Kelly LLC

                Marcy 27, 2009

                Page 4 of 5

                 

              


      

       

      Exhibit
B

    

    


    PROJECT
SCHEDULE

    


    The
following Project Schedule is attached as Exhibit
B to the Cost Plus Incentive Construction Contract dated as of August 8,
2007, between HOKU MATERIALS, INC. and JH KELLY LLC (the
“Agreement”).  Capitalized terms not otherwise defined herein are
defined in the Agreement.

    


    The
“Preliminary Reactor Test Demonstration” is scheduled for completion on or
before June 30, 2009.  For purposes of the Agreement, the Preliminary
Reactor Test Demonstration means [*].

    


    “Partial
Commercial Operation” is scheduled to be accomplished on or before September 30,
2009.  For purposes of the Agreement, Partial Commercial Operation
means [*].

    


    Partial
Commercial Operation includes the following key areas (the “Functional
Areas”):

    


    [*]

     

    “Full
Commercial Operation” is scheduled to be accomplished on or before March 30,
2010.  For purposes of the Agreement, Full Commercial Operation means
[*].

    


     “Final
Completion” is scheduled to be accomplished on or before April 1,
2010.  For purposes of the Agreement, “Final Completion” means that
(i) all punch list items have been completed to Owner’s reasonable satisfaction;
(ii) all temporary facilities have been removed; and (iii) the Project is
complete.

    


    It is
understood by Owner and Contractor that the Project Schedule outlined above is a
target.  In no event, however, does Contractor represent or warrant to
Owner that the Project Schedule will be achieved, and subject to Owner’s
remedies pursuant to the Agreement for Contractor’s failure to perform,
Contractor shall be paid for the Cost of the Work pursuant to the Agreement
regardless of the actual completion schedule.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
       

      
        	 	
                Mason
      Evans

                JH Kelly LLC

                Marcy 27, 2009

                Page 5 of 5

                 

              


      

       

      Appendix 2 to Exhibit
C

    

    Schedule
Incentive

    


    Based
upon engineering drawings being issued for construction, equipment lead time,
construction and permitting, the date for Final Completion (as defined in Exhibit
B to the Agreement) is April 1, 2010 (the “Final Completion
Date”).  However, it is Owner’s desire to achieve certain
interim completion milestones as specified on Exhibit
B to this Agreement by the dates specified in the table below (each, a
“Completion
Date”).  In the event such milestones are achieved by the
applicable dates set forth below, Contractor shall be entitled to a “Schedule
Incentive” as set forth in the following table:

     

    
      	
              Milestone

            	
              Completion
      Date

            	
              Schedule
      Incentive

            
	
              Preliminary
      Reactor Installation

            	
              June
      30, 2009

            	
              $1,500,000

            
	
              Partial
      Commercial Operation

            	
              September
      30, 2009

            	
              $1,000,000

            
	
              Full
      Commercial Operation

            	
              March
      30, 2010

            	
              $1,000,000

            


    

     

    The
foregoing Schedule Incentives, if earned, shall be payable upon Owner’s Final
Acceptance of the Work.

    


    However,
after the date of each such Completion Date, the applicable Schedule Incentive
shall be reduced by $10,000 per day for every day the applicable Milestone is
not achieved.  However, in no event shall the Schedule Incentive be
reduced below zero.