AMENDMENT NO. 1 TO ENGINEERING SERVICES & TECHNOLOGY TRANSFER AGREEMENT NUMBER 0743.01

AMENDMENT
      NO. 1
TO
ENGINEERING
      SERVICES & TECHNOLOGY TRANSFER AGREEMENT 
NUMBER 0743.01
 
This
      Amendment No. 1 to Engineering Services & Technology Transfer Agreement
      Number 0743.01 (this “Amendment”)
      is
      effective as of the last date set forth below, by and between Hoku Materials,
      Inc., a Delaware corporation (“HOKU”),
      and
      Dynamic Engineering, Inc., a Michigan corporation (“DEI”).
      HOKU
      and DEI are each a “Party” and together the “Parties” to this Amendment.
 
RECITALS
 
Whereas,
      HOKU and DEI are Parties to that certain Engineering Services & Technology
      Transfer Agreement Number 0743.01 dated as of October 6, 2007 (the “Engineering Agreement”);
 
Whereas,
      the Parties desire to make certain amendments to the Engineering Agreement
      as
      hereinafter set forth; and
 
Whereas,
      each Party derives a benefit from the amendments set forth herein. 
 
Now
      therefore, in consideration of the foregoing, and for other good and valuable
      consideration, the receipt of which is hereby acknowledged by the Parties,
      the
      Parties agree to amend the Engineering Agreement as set forth
      below.
 
AGREEMENT
 
1. Definitions.
      All
      capitalized terms not otherwise defined are defined in the Engineering
      Agreement.
 
2. Amendment
      of Section 9.3(c) of the Engineering Agreement.
      The
      last sentence of Section 9.3(c) of the Engineering Agreement, which currently
      reads as follows:
 
“CLIENT
      further agrees to indemnify and hold DEI harmless from any DAMAGES (as defined
      above) in excess of said $5,000,000.00 that arise out of this Agreement or
      DEI’s
      performance under this Agreement (including claims that DEI acted negligently),
      whether the DAMAGES arise from claims by CLIENT or any third
      party.”
 
is
      hereby
      deleted in its entirety.
 
3. Survival.
      Except
      for the amendment specifically set forth above, the terms of the Engineering
      Agreement shall continue in full force and effect, without
      amendment.
 
4. Miscellaneous.
      The
“Miscellaneous” provisions set forth in Article 15 of the Engineering Agreement,
      including, without limitation, provisions concerning the choice of law and
      means
      for dispute resolution between HOKU and DEI, shall apply to this Amendment.
      Notwithstanding anything to the contrary in the Engineering Agreement, this
      Amendment, or any other agreement between DEI and HOKU concerning the treatment
      of confidential information, DEI acknowledges and consents to HOKU filing a
      copy
      of this Amendment with the United States Securities Exchange Commission and
      to
      otherwise publicly disclose this Amendment.
 
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IN
      WITNESS WHEREOF, the Parties have executed this Amendment No. 1 to Engineering
      Services & Technology Transfer Agreement Number 0743.01 as of the date last
      set forth below.
 

      

          
            DEI:
 
DYNAMIC
                ENGINEERING, ING.
 
By: /s/
                X. Xxx Kennedy________________
 
Name: X.
                Xxx Kennedy________________
 
Title: President_______________________
Authorized
                Signatory
 
Date: 4-3-08_________________________

            HOKU:
 
HOKU
                MATERIALS, INC.
 
By: /s/
                Xxxxx Paul________________
 
Name: Xxxxx
                Paul________________
 
Title: VP
                Business Development____
Authorized
                Signatory
 
Date: April
                4, 2008_______________

          

    
 
 
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AMENDMENT NO. 1 TO ENGINEERING SERVICES & TECHNOLOGY TRANSFER AGREEMENT NUMBER 0743.01

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