Cost Plus Incentive Construction Contract

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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Exhibit 10.52

COST PLUS INCENTIVE CONSTRUCTION CONTRACT THIS COST PLUS INCENTIVE CONSTRUCTION CONTRACT (this " Agreement" ) is entered into as of August 8, 2007 (" Effective Date" ), by and between HOKU MATERIALS, INC., a Delaware corporation with its principal office located at 1 Hoku Way, Pocatello, Idaho 83204 (" Owner" ), and JH KELLY LLC, a Washington limited liability company with its principal office located at 821 3rd Avenue, Longview, WA 98632 (" Contractor" ). Owner and Contractor are each referred to herein as a " Party" or together as the " Parties" .

RECITALS

WHEREAS, Owner is seeking a general contractor to provide construction services for Owner' s polysilicon production and processing plant to be located in Pocatello, Idaho as more fully described on the Statement of Work attached hereto as Exhibit A (the " Project" ); WHEREAS, Contractor is a licensed general contractor and is able and desires to provide to Owner those services to construct the Project as set forth herein; and

WHEREAS, in connection with the provision of those services, Owner and Contractor desire to enter into this Agreement to provide for the mutual benefits to be realized by the parties as a result of this Agreement and the specific considerations, terms and conditions set forth herein:

NOW, THEREFORE, for and in consideration of the premises and the mutual promises and covenants contained herein, the parties hereto agree as follows:

AGREEMENT

1 DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below.

1.1 " Budget Incentive" means a fee earned by Contractor for meeting or exceeding a predetermined Budget goal.

1.2 " Change" means an addition to, modification of, substitution for, or deletion of any work, manner of performance, or other obligation required by the Contract Documents and estimated by Owner and Contractor to affect the time required for performance of the Work under the Statement of Work or to increase or decrease the cost of performing the Work.

1.3 " Claim" means a demand or assertion by a party to this Agreement seeking, as a matter of right, adjustment to, interpretation of, or relief from the terms and conditions of the Contract Documents; payment of money; extension of time; or other relief with respect to the Contract Documents. The term " Claim" also includes other disputes and matters between Owner and Contractor arising out of or relating to the Agreement. Claims must be initiated by written notice. The responsibility to substantiate a Claim shall rest with the party making the Claim. Pending final resolution of a Claim, Contractor shall proceed diligently with performance of the Work under this Agreement and Owner shall continue to make undisputed payments in accordance with the Contract Documents.

OWNER Initials & Date /s/DS 8/7/07 CONTRACTOR Initials & Date /s/ME 8/8/07

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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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1.4 " Construction Documents" mean the documents required by Contractor to construct the facility including but not limited to; scope of work, technical specifications, engineered drawings and Project Schedule.

1.5 " Contract Documents" means of this Agreement and all conditions of the contract (general, supplementary and other conditions), modifications, exhibits, drawings, specifications, addenda or other documents listed in this Agreement. Unless specifically enumerated in the Agreement, the Contract Documents do not include other documents such as bidding requirements (advertisement or invitation to bid, instructions to bidders, sample forms, Contractor' s bid or portions of addenda relating to bidding requirements). The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all.

1.6 " Contract Time" means the number of consecutive calendar Days, including authorized adjustments, calculated starting from the Effective Date to the agreed upon dates set forth in the Project Schedule.

1.7 " Cost of the Work" means the reimbursable costs specified in Exhibit C incurred by Contractor in the proper performance of Work to complete the Project under this Agreement.

1.8 " Day" means a calendar Day unless otherwise specifically noted in the Agreement.

1.9 " Drawings" means the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams, including the drawings attached as Appendix 1 to Exhibit A of this Agreement. 1.10 " Extra Work" means an item of work or a manner of performance that results from a Change, that is outside the scope of the Work as described in the Statement of Work and which is estimated by Owner and Contractor to affect the time required for performance of the Work or to increase or decrease the cost of performing the Work. 1.11 " Final Invoice" is the invoice submitted by Contractor to Owner for all final cost items including but not limited to; subcontractor invoices, demobilization of site, completion of punch list items and all other cost items and/or invoice reconciliations.

1.12 " Fee" means the fee charged by Contractor for constructing the facility for Owner, which is calculated as a percentage of Contractor' s Cost of the Work as set forth on Exhibit C to this Agreement. 1.13 " Hazardous Substance" means any and all chemicals, constituents, contaminants, pollutants, materials, and wastes and any other carcinogenic, corrosive, ignitable, radioactive, reactive, toxic or otherwise hazardous substances or mixtures (whether solids, liquids, gases), or any substances now or at any time subject to regulation, control, remediation or otherwise addressed as a hazardous substance under the applicable laws of the Site, including those laws, regulations and policies relating to the discharge, emission, spill, release, or threatened release into the environment or relating to the disposal, distribution, manufacture, processing, storage, transport, treatment, transport, or other use of such substances.

OWNER Initials & Date /s/DS 8/7/07 CONTRACTOR Initials & Date /s/ME 8/8/07

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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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1.14 " Incentive Fee" means the Budget Incentive, the Schedule Incentive and/or the Safety Incentive, as applicable.

1.15 " Mechanical Completion" means, except for non-critical and punch list items, (i) all production equipment is substantially installed and checked for alignment, calibration, lubrication, rotation, and hydrostatic and/or pneumatic pressure integrity; (ii) the appropriate systems have been flushed and cleaned; and (iii) the Work is substantially ready to commence commissioning and start-up activities. 1.16 " Mechanical Completion Date" is defined in Section 11.2 of this Agreement. 1.17 " Modification" means (1) a written amendment to the Contract signed by both parties, (2) a Change order, (3) a construction change directive or (4) a written order for a minor change in the Work issued by or on behalf of Owner; any of which may result in the submittal of a Target Price Revision requesting additional monies and/or time. 1.18 " Person" means any natural or juridical Person, including, but not limited to, corporations, partnerships, joint ventures, and any other business association or organization.

1.19 " Preliminary Reactor Test Demonstration" means that two or more polysilicon deposition reactors at the Site are set-up such that they may be put into short term testing and operation to produce polysilicon (permanent connections, automatic controls, etc. are not required for this milestone) independent of the full facility.

1.20 " Safety Incentive" means a fee that may be earned by Contractor if it meets or exceeds the predetermined Safety goal as set forth in Section 9.2.2.3 of this Agreement.

1.21 " Schedule Incentive" means a fee that may be earned by Contractor if it meets or exceeds the predetermined Schedule goals as set forth in Section 9.2.2.2 of this Agreement.

1.22 " Site" means the property or premises of Owner where Work is to be performed by Contractor pursuant to this Agreement as described on Appendix 1 to Exhibit A of this Agreement. 1.23 " Specifications" means that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services.

1.24 " Statement of Work" means the statement describing the scope of the Work to be performed by Contractor to complete the Project, and is set forth on Exhibit A to this Agreement.

1.25 " Subcontractor" means any Person that has a contract with Contractor, regardless of tier, to perform any portion of the Work or to supply equipment, materials, supplies, labor and/or other goods and services in connection with the performance of the Work required of Contractor under this Agreement.

1.26 " Substantial Completion" shall be achieved when: (i) Mechanical Completion of the Work has been acknowledged by the Owner and engineer in writing; (ii) final lien waivers and releases and other documents or inspections reasonably required by Owner' s engineer or lender have been delivered; (iii) the Contractor has delivered the job books and as-built drawings; (iv) all the Contractor' s

OWNER Initials & Date /s/DS 8/7/07 CONTRACTOR Initials & Date /s/ME 8/8/07

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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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supplies, personnel and rubbish have been removed from the Site; and (v) all punch list items have been completed (or otherwise resolved by agreement of the Owner and the Contractor.

1.27 " Target Price Revision" means a written instrument signed by Owner and Contractor stating their agreement upon all of the following: (a) a change in the Work or authorizing Extra Work; (b) the amount of the adjustment, if any, in the Contract Price; and, (c) the extent of the adjustment, if any, in the Contract Time.

1.28 " Work" means the consulting, material procurement, inspection, maintenance, and construction services required by the Contract Documents; and includes all labor, equipment machinery, tools, materials, supplies, services, and testing necessary to fulfill Contractor' s obligations under the Contract Documents to complete the Project as set forth in the Statement of Work.

OWNER Initials & Date /s/DS 8/7/07 CONTRACTOR Initials & Date /s/ME 8/8/07

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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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2 SCOPE OF WORK AND PERFORMANCE OF SERVICES

2.1 The terms of this Agreement shall apply to Contractor' s performance of Work and/or presence on Owner' s property, unless expressly modified by a Change Order. Any modification of the terms of this Agreement by a Change Order shall only apply to Contractor' s performance of Work and/or presence on Owner' s property under that Change Order.

2.2 The basis of the Work is the construction by Contractor of the Project.

2.3 It is expressly agreed and understood by Contractor that any materials, supplies, or items of machinery, equipment, or tools provided by Contractor in the performance of the Work shall be so provided, pursuant only to the terms and conditions set forth in this Agreement. Any preprinted or handwritten terms and conditions or similar provisions attached to or appearing on the face or reverse side of, or attached to, Contractor' s order acknowledgments, delivery tickets, invoices, price lists, or other similar documents, are null and void and the terms and conditions of this Agreement (and the other applicable Contract Documents) shall control.

2.4 Owner and Contractor acknowledge that Work under this Agreement shall not include the handling, transportation, or removal of any Hazardous Substance from Owner' s property. Should the Work performed by Contractor require the handling, transportation, or removal of any such Hazardous Substance, Contractor shall immediately notify Owner' s Representative and Owner shall provide further instructions on how the Hazardous Substance shall be handled.

3 CERTAIN OBLIGATIONS OF CONTRACTOR

3.1 Project Manager. Contractor designates Pat Wilson as its representative (" Project Manager" ) who is fully authorized to act on behalf of Contractor for the purpose of receiving instructions from Owner, receiving communications from Owner, requesting approvals required or permitted under this Agreement and otherwise representing Contractor. All notices, requests, approvals and other communications provided to Owner by the Project Manager shall be deemed to have been provided by Contractor and all notices, instructions, requests, approvals and other communications provided to the Project Manager by Owner shall be deemed to have been received by Contractor. Contractor may designate one or more successor Project Manager(s) by written notice to Owner from time to time.

3.2 Review and Execution.

3.2.1 Contractor represents that Contractor has visited the Site, and has correlated personal observations with requirements of the Contract Documents. 3.2.2 Before starting each portion of the Work, Contractor shall carefully study the Contract Documents relative to that portion of the Work, and may take field measurements of any existing conditions related to that portion of the Work, and observe any conditions at the Site affecting that portion of the Work if reasonable with regard to the scope of the Work. 3.2.3 Any design errors, omissions, or inconsistencies noted by Contractor shall be reported promptly to Owner. 3.2.4 If Contractor believes that additional cost or time is involved because of any design errors, omissions, or inconsistencies, Contractor shall submit a Target Price Revision requesting an

OWNER Initials & Date /s/DS 8/7/07 CONTRACTOR Initials & Date /s/ME 8/8/07

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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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adjustment to the Target Price and/or the Project Schedule. All Target Price Revisions will be submitted to Owner for review and approval. 3.3 Contractor shall provide supervision of all phases of the Work in accordance with sound construction practices and in compliance with all federal, state or local rules, regulations and ordinances applicable to the Work.

3.4 Contractor shall be solely responsible for all construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work.

3.5 Contractor shall be responsible to Owner for the acts and omissions of its employees, Subcontractors and their agents and employees. Except as otherwise provided herein, all Subcontractors will be bound to comply with the same standards, care, skill and diligence as Contractor in the performance of the Work. Owner shall have the right to request removal of any Contractor employee, Subcontractor, Subcontractor employee, or their agents who in Owner' s sole opinion, has engaged in improper conduct, is not performing in a satisfactory manner or is not qualified to perform assigned work, including, as applicable, the Project Manager. Contractor shall, within ten (10) business days take corrective action to address Owner' s request (through disciplinary action, reassignment, training or other commercially reasonable means) to Owner' s reasonable satisfaction, which may include removal of such person, provided that such removal complies with state and federal laws and regulations, including but not limited to, labor and employment laws.

3.6 Ownership of Drawings and Other Items. All drawings, reports, designs, sketches, working drawings, shop drawings, documents, certificates, plans, specifications, estimates, memoranda, analyses, calculations, models and other tangible evidence of Contractor' s work product prepared in connection with the Work shall become and remain the sole property of Owner. Contractor may retain copies of its work product for its records, provided that any use thereof (other than with respect to the Work) without the written consent of Owner is prohibited. Any devices (other than equipment or devices which constitute part of the Work) or methods now being used in the marketplace, and incorporated into the Project, are not considered to be property of Owner. Innovative construction methods or mechanical devices developed by Contractor or its Subcontractors used in connection with the Work are not considered property of Owner unless such methods or devices were developed by Owner or Owner' s separate contractors. 3.7 Books, Records and Invoices. Contractor shall keep and maintain complete and accurate books, records and invoices relating to the costs and performance of the Work in accordance with industry standards for cost-plus work, or in such form, substance and details as Owner may prescribe from time to time. Owner shall have the right to inspect, examine, copy and audit such records, books and invoices at any reasonable time or times during the term of this Agreement, during the period of two (2) years after Final Acceptance by Owner of the Work, or within one (1) years after the termination hereof or the termination of the Work, whichever is later. Contractor shall make such books, records and invoices available for inspection, examination, copying and auditing as may be prescribed by Owner. Owner shall remit payment to Contractor for all costs Contractor incurs, including but not limited to, employee time, copies, office space, etc. needed to facilitate the requests of Owner in accordance with this section. Contractor shall maintain at the Site for Owner one record copy of the final plans, drawings and specifications for the Work, in good order and marked currently to record all changes made during construction. Contractor acknowledges that Owner may hire one or more third party representatives, including, without limitation, an engineering, procurement and construction management firm to review such records, books and invoices on behalf of Owner. Contractor acknowledges and agrees that Owner' s

OWNER Initials & Date /s/DS 8/7/07 CONTRACTOR Initials & Date /s/ME 8/8/07

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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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third party representative may be an engineering, procurement and construction firm that is a competitor of Contractor; provided, however, that Contractor may require such third party to sign a commercially reasonable confidentiality agreement prior to disclosing Contractor' s confidential information that is included in such information and documents. 3.8 Taxes. Except as otherwise expressly provided below in this paragraph, the Target Price as set forth in Section 9 includes all taxes, including, without limitation, (a) state and federal payroll taxes, including, without limitation, contributions of taxes assessed against employees on wages earned, in connection with Contractor' s performance of the Work under this Agreement, (b) taxes levied or assessed upon Contractor' s equipment or other property or operations, and (c) all sales taxes levied on the equipment, supplies, facilities and other materials to be utilized as components of the Work. Contractor shall pay all such taxes incurred in connection with the performance of the Work. Contractor shall provide Owner with an accurate accounting of all sales and use taxes paid on construction materials, supplies and facilities incorporated in the Work (as opposed to those which are used or consumed in the performance of the Work, but which are not physically incorporated into the Work to include, but not limited to, labor, rents and royalties whether incurred by Contractor or any of its Subcontractors).

3.9 Confidential Information. All data and information acquired by Contractor in connection with the Work to be performed by Contractor hereunder shall be for the sole and exclusive benefit of Owner. The provisions of this Section 3.9 shall not apply to data and information within either of the following categories: (a) information which was in the public domain prior to receipt thereof from Owner or which subsequently becomes part of the public domain by publication or otherwise except by Contractor' s wrongful or negligent act; (b) information received by Contractor from a third party which did not have a confidentiality obligation with respect thereto; or (c) data and information used in Contractors or Contractors suppliers and subcontractors normal course of business. 3.10 Patent Rights, Copyrights and Title to Work. All royalties or other charges for the use of patents or copyrights to be used in the performance of the Work and Owner' s ownership of the Work shall be deemed to be included in the Target Price. Title to all Work completed, all Work in the course of construction, and all materials furnished or developed by Owner or by Contractor, irrespective of location thereof, shall be in Owner' s name once Contractor receives payment, but the ownership thereof by Owner shall not absolve Contractor from liability for loss or damage to same, nor from any other duty or responsibility for the same, as provided in this Agreement. Notwithstanding the foregoing, Contractor is not and cannot provide title or licenses with respect to engineering or processes provided by third parties other than Subcontractors in connection with the Project.

3.11 Schedule.

3.11.1 Attached as Exhibit B to this Agreement is a project schedule (the " Project Schedule" ) that includes target dates for achieving the Preliminary Reactor Test Demonstration, Mechanical Completion and Substantial Completion.

3.11.2 Subject to Sections 8 and 10 below and to any adjustments authorized pursuant to the other provisions of this Agreement, Contractor shall diligently perform the Work and strive to achieve the Preliminary Reactor Test Demonstration, the Mechanical Completion and the Substantial Completion on or before the applicable date set forth in the Project Schedule, as may be modified through mutually approved Target Price Revisions or Change Orders through the course of the Project.

OWNER Initials & Date /s/DS 8/7/07 CONTRACTOR Initials & Date /s/ME 8/8/07

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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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3.11.3 The dates for completing the Preliminary Reactor Test Demonstration, the Mechanical Completion and the Substantial Completion shall be extended for any period of delay caused by reasons not within the sole control of Contractor, its suppliers or subcontractors, or Owner failing to provide timely payment or approvals in accordance with the provisions of this Agreement when such failure was not due to action or inaction of Contractor or its Subcontractors and provided that Contractor provides Owner with prompt written notice of any such delay by Owner. If the Work is delayed due to the fault of Contractor such that Contractor does not achieve the Preliminary Reactor Test Demonstration, Mechanical Completion or Substantial Completion on or before the applicable date set forth in the Project Schedule, then the Project Schedule shall not be adjusted, and Contractor shall pay Owner liquidated damages in the amount of [*] of delay in achieving the applicable milestone up to a combined aggregate limit of one million dollars ($1,000,000).

3.11.4 Contractor shall promptly notify Owner upon completion of each major item or portion of the Work.

3.11.5 No rights of Owner shall be waived by permitting Contractor to work after the time for completion has expired.

3.12 Permits, Licenses and Authorizations. Contractor shall obtain, on a timely basis, all permits and authorizations which Contractor is required to obtain directly in its own name in order to perform the Work, and Contractor shall either furnish to Owner copies of all such permits and authorizations or maintain copies of the same at the Site or at the appropriate offices of Contractor. Contractor shall also, on a timely basis, supply all technical documentation required in support of such permits, licenses and authorizations as are required to be issued in Owner' s name in connection with the Work, and Contractor shall otherwise assist Owner in securing such permits, licenses and authorizations. If mutually agreed upon by Owner and Contractor, permits to be obtained by Contractor may include city, county and state building permits, electrical permits and plumbing permits. Owner shall be responsible for county, state and federal environmental permits to operate the Project after completion of the Work. 3.13 Clean Site. Contractor shall confine operations at the Site to areas permitted by law, ordinances, permits and the Statement of Work. Contractor at all times shall keep the Site free from accumulation of waste materials or rubbish caused by its operations. Upon completion of the Work, Contractor shall remove all waste materials and rubbish from and about the Site, as well as its tools, construction equipment, machinery and surplus materials, and shall clean all surfaces and shall leave the Site " broom clean" or its equivalent.

3.14 Safety. Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work. Contractor shall take all reasonable precautions for the safety of, and shall provide all reasonable protection to prevent damage, injury or loss to (a) all personnel performing any portion of the Work and all other Persons who may be affected thereby, (b) the Work, the Site, and all materials and equipment to be incorporated therein, whether in storage on or off the Site, under the care, custody or control of Contractor or any of its Subcontractors or anyone for whose acts any of them may be liable, and (c) other property at the Site or adjacent thereto, including soil, water, trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of the Work. Contractor shall give all notices required by and comply with all applicable laws, ordinances, rules, regulations and lawful orders of any public authority bearing on the safety of Persons or property or their protection from damage, injury or loss. Contractor shall erect and maintain, as required by existing conditions and progress of the Work, all reasonable safeguards for safety and protection, including installing fences and posting danger

OWNER Initials & Date /s/DS 8/7/07 CONTRACTOR Initials & Date /s/ME 8/8/07

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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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signs and other warnings against hazards, promulgating safety regu ...