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                                                                   EXHIBIT 10.24

                                                                  Execution Copy

                              EVERGREEN SOLAR, INC.

                 4.375% CONVERTIBLE SUBORDINATED NOTES DUE 2012

                               PURCHASE AGREEMENT

                                                                   June 23, 2005

SG COWEN & CO., LLC
   As Representative of the several Initial Purchasers
c/o   SG Cowen & Co., LLC
      1221 Avenue of the Americas
      New York, New York 10020

Dear Sirs:

1. INTRODUCTORY. Evergreen Solar, Inc., a Delaware corporation (the "Company"),
proposes to sell, pursuant to the terms of this Agreement, to the several
initial purchasers named in Schedule A hereto (collectively, the "Initial
Purchasers" and, each, an "Initial Purchaser"), $75,000,000 aggregate principal
amount of its 4.375% Convertible Subordinated Notes due 2012 (the "Firm Notes").
In addition, the Company proposes to grant to the Initial Purchasers the option
to purchase from the Company some or all of the Option Notes (as defined in
Section 8 hereof) pursuant to Section 8 hereof. The Firm Notes and the Option
Notes are hereinafter collectively sometimes referred to as the "Notes." The
Notes will have the terms and provisions that are described in the Offering
Circular (as defined below) under the heading "Description of the Notes" and are
to be issued pursuant to an Indenture dated as of the First Closing Date (as
defined in Section 3(a) hereof) to be entered into between U.S. Bank National
Association, as trustee (the "Trustee"), and the Company (the "Indenture").
Subject to certain conditions, the Notes will be convertible into shares of
common stock, par value $.01 per share, of the Company (the "Common Stock"). SG
Cowen & Co., LLC is acting as representative of the several Initial Purchasers
and in such capacity is hereinafter referred to as the "Representative."

      The Notes will be offered and sold to the Initial Purchasers without being
registered under the Securities Act of 1933, as amended (the "Securities Act"),
and the rules and regulations promulgated thereunder (the "Rules and
Regulations"), in reliance upon an exemption therefrom. The Company has prepared
a preliminary offering circular dated June 22, 2005 (the "Preliminary Offering
Circular") and will prepare a final offering circular dated the date hereof (the
"Offering Circular" and, together with the Preliminary Offering Circular, the
"Circular") setting forth information concerning the Company and the Notes. The
Circular incorporates by reference the Company's (i) Annual Report on Form 10-K
for the year ended December 31, 2004, as amended, (ii) Quarterly Report on Form
10-Q for the quarter ended April 2, 2005 and (iii) Current Reports on Form 8-K
filed on January 14, 2005 (as amended on January 21, 2005) and February 7, 2005
(all

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such documents listed in clauses (i) through (iii) referred to herein as the
"Incorporated Documents"). Any reference to any amendment or supplement to the
Preliminary Offering Circular or the Offering Circular shall be deemed to refer
to and include any documents filed after the date of the Preliminary Offering
Circular or the Offering Circular, as the case may be, under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by
reference in the Preliminary Offering Circular or the Offering Circular, as the
case may be. Copies of the Preliminary Offering Circular have been, and copies
of the Offering Circular will be, delivered by the Company to the Initial
Purchasers pursuant to the terms of this Agreement. Any references herein to the
Circular shall be deemed to include all amendments and supplements thereto and
the Incorporated Documents and any amendments thereto, unless otherwise noted.
The Company hereby confirms that it has authorized the use of the Circular in
connection with the offering and resale of the Notes by the Initial Purchasers
in accordance with Section 3 hereof.

      Holders of the Notes (including the Initial Purchasers and their direct
and indirect transferees) will be entitled to the benefits of a Registration
Rights Agreement dated as of the First Closing Date to be entered into between
the Company and the Initial Purchasers (the "Registration Rights Agreement")
pursuant to which the Company will agree, among other things, to file a
registration statement on the appropriate form with the Securities and Exchange
Commission (the "Commission") registering the Notes and the shares of Common
Stock issuable upon the conversion thereof (the "Underlying Shares") under the
Securities Act.

2.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
and warrants to, and agrees with, the several Initial Purchasers that:

      (a) Each of the Preliminary Offering Circular and the Offering Circular,
      as of its respective date, did not, and on the First Closing Date the
      Offering Circular will not, contain any untrue statement of a material
      fact or omit to state a material fact necessary in order to make the
      statements therein, in the light of the circumstances under which they
      were made, not misleading; provided, however, that the Company makes no
      representation or warranty as to information contained in or omitted from
      the Preliminary Offering Circular or the Offering Circular in reliance
      upon, and in conformity with, written information furnished to the Company
      by an Initial Purchaser specifically for inclusion therein, which
      information the parties hereto agree is limited to the Initial Purchasers
      Information (as defined in Section 17 hereof).

      (b) Assuming the accuracy of the representations and warranties of the
      Initial Purchasers contained in Section 3 hereof and their compliance with
      the agreements set forth therein, it is not necessary, in connection with
      the issuance and sale of the Notes to the Initial Purchasers and the
      offer, resale and delivery of the Notes by the Initial Purchasers in the
      manner contemplated by this Agreement and the Offering Circular, to
      register the Notes under the Securities Act or to qualify the indenture
      under the Trust Indenture Act of 1939, as amended (the "Trust Indenture
      Act").

      (c) The Incorporated Documents, when they were filed with the Commission,
      conformed in all material respects to the requirements of the Exchange Act
      and the rules and regulations of the Commission thereunder; and any
      further documents so filed and incorporated by

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      reference in the Offering Circular, when such documents are filed with
      Commission, will conform in all material respects to the requirements of
      the Exchange Act and the rules and regulations of the Commission
      thereunder.

      (d) The Company and each of its subsidiaries (as defined in Section 1.5
      hereof) have been duly incorporated or organized and are validly existing
      as corporations or other legal entities in good standing under the laws of
      their respective jurisdictions of organization, are duly qualified to do
      business and are in good standing as foreign corporations or other legal
      entities in each jurisdiction in which their respective ownership or lease
      of property or the conduct of their respective businesses requires such
      qualification and have all corporate power and authority (or, in the case
      of such subsidiaries, similar power and authority) necessary to own or
      hold their respective properties and to conduct the businesses in which
      they are engaged, except where the failure to so qualify, be in good
      standing or have such power or authority would not have, singularly or in
      the aggregate, a material adverse effect on the condition (financial or
      otherwise), results of operations, business or prospects of the Company
      and its subsidiaries taken as a whole (a "Material Adverse Effect"). The
      Company owns or controls, directly or indirectly, only the following
      entities with the indicated percentages of ownership: (i) Evergreen Solar
      Securities Corp., a Massachusetts corporation (100%) ("Evergreen
      Securities"); (ii) EverQ GmbH (formerly TOPAS 107 V.V. GmbH), a German
      limited liability company (75.1%) ("EverQ"); and (iii) Evergreen Solar
      GmbH, a German limited liability company (100%) (together with EverQ, the
      "German Subsidiaries").

      (e) This Agreement has been duly authorized executed and delivered by the
      Company.

      (f) The Company's authorized, issued and outstanding capital stock
      conforms to the description thereof in the Circular, and all of the issued
      and outstanding shares of capital stock of the Company have been duly
      authorized and validly issued, are fully paid and nonassessable and have
      been issued in compliance with federal and state securities laws. None of
      the outstanding shares of the Company's capital stock was issued in
      violation of any preemptive rights, rights of first refusal or other
      similar rights to subscribe for or purchase securities of the Company.
      There are no authorized or outstanding options, warrants, preemptive
      rights, rights of first refusal or other rights to purchase, or equity or
      debt securities convertible into or exchangeable or exercisable for, any
      capital stock of the Company or any of its subsidiaries other than those
      accurately described in the Circular. The description of the Company's
      stock option, stock bonus and other stock plans or arrangements, and the
      options or other rights granted thereunder, included or incorporated by
      reference in the Circular accurately and fairly present the information
      required to be shown with respect to such plans, arrangements, options and
      rights.

      (g) The Underlying Shares have been duly reserved by the Company for
      issuance. When the Underlying Shares are issued in accordance with the
      terms of the Notes and the Indenture, the Underlying Shares will be duly
      authorized and validly issued and will be fully paid and nonassessable and
      free of any preemptive rights, rights of first refusal or other similar
      rights to subscribe for or purchase securities of the Company.

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      (h) All the outstanding shares of capital stock or other equity interests
      of each subsidiary of the Company have been duly authorized and validly
      issued, are fully paid and nonassessable and, except to the extent
      described in the Circular, are owned by the Company directly or indirectly
      through one or more wholly-owned subsidiaries (it being expressly
      understood that the Company does not own all of the outstanding shares of
      EverQ), free and clear of any claim, lien, encumbrance, security interest,
      restriction upon voting or transfer or any other claim of any third party.

      (i) Prior to the First Closing Date, the Indenture will have been duly
      authorized by the Company and, on the First Closing Date, will have been
      duly executed and delivered by the Company. When the Indenture has been
      duly executed and delivered by the Company, the Indenture will be the
      valid and binding agreement of the Company, enforceable against the
      Company in accordance with its respective terms except as the
      enforceability thereof may be limited by (i) bankruptcy, insolvency,
      reorganization, moratorium or other laws of general applicability relating
      to or affecting creditors' rights and (ii) equitable principles of general
      applicability. On the First Closing Date, the Indenture will conform in
      all material respects to the requirements of the Trust Indenture Act and
      the rules and regulations of the Commission applicable to an indenture
      that is qualified thereunder. The Registration Rights Agreement has been
      duly and validly authorized by the Company and, when duly executed and
      delivered by the Company (assuming the due authorization, execution and
      delivery by the Initial Purchasers), will constitute a valid and legally
      binding agreement of the Company, enforceable against the Company in
      accordance with its terms except (i) as the enforceability thereof may be
      limited by (A) bankruptcy, insolvency, reorganization, moratorium or other
      laws of general applicability relating to or affecting creditors' rights
      and (B) equitable principles of general applicability and (ii) as the
      enforcement of indemnification and contribution provisions thereof may be
      limited by applicable law.

      (j) Prior to the First Closing Date, the Notes will have been duly
      authorized and, on the First Closing Date, will have been duly executed
      and delivered by the Company. When the Notes have been validly issued, and
      duly executed and authenticated by the Trustee, in accordance with the
      provisions of the Indenture and delivered to and paid for by the Initial
      Purchasers in accordance with this Agreement, the Notes will be entitled
      to the benefits of the Indenture and will be valid and binding obligations
      of the Company, enforceable in accordance with their terms except as the
      enforceability thereof may be limited by (i) bankruptcy, insolvency,
      reorganization, moratorium or other laws of general applicability relating
      to or affecting creditors' rights and (ii) equitable principles of general
      applicability.

      (k) The execution, delivery and performance of this Agreement, the
      Indenture, the Registration Rights Agreement and the Notes by the Company
      and the consummation of the transactions contemplated hereby and thereby
      will not conflict with or result in a breach or violation of any of the
      terms or provisions of, or constitute a default under, any indenture,
      mortgage, deed of trust, loan agreement or other material agreement or
      instrument to which the Company or any of its subsidiaries is a party or
      by which the Company or any of its subsidiaries is bound or to which any
      of the property or assets of the Company or any of its subsidiaries is
      subject, nor will such actions result in any violation of the provisions
      of the charter or bylaws of the Company or any of its subsidiaries or any
      statute or any order, rule

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      or regulation of any court or governmental agency or body having
      jurisdiction over the Company or any of its subsidiaries or any of their
      properties or assets.

      (l) No consent, approval, authorization or order of, or filing or
      registration with, any court or governmental or regulatory agency or body
      is required for the execution, delivery and performance by the Company of
      this Agreement, the Indenture, the Registration Rights Agreement or the
      Notes and the consummation by the Company of the transactions contemplated
      hereby and thereby, except (i) as may be required in connection with the
      transactions contemplated by the Registration Rights Agreement, including
      the registration of the Notes and the Underlying Shares under the
      Securities Act and the qualification of the Indenture under the Trust
      Indenture Act, (ii) for the approval of the Underlying Shares for
      quotation on the Nasdaq National Market and (iii) such filings as may be
      required under state securities or Blue Sky laws in connection with the
      purchase and distribution of the Notes by the Initial Purchasers.

      (m) PricewaterhouseCoopers LLP, who have expressed their opinions on the
      audited financial statements included or incorporated by reference in the
      Offering Circular and on the Company's internal control over financial
      reporting, are independent registered public accountants with respect to
      the Company and its subsidiaries as required by the Securities Act and the
      Rules and Regulations, including Rule 2-01 of Regulation S-X of the Rules
      and Regulations.

      (n) The financial statements, together with the related notes, included or
      incorporated by reference in the Offering Circular present fairly the
      financial position and the results of operations and changes in financial
      position of the Company and its consolidated subsidiaries at the
      respective dates or for the respective periods therein specified. Such
      statements and related notes have been prepared in accordance with United
      States generally accepted accounting principles applied on a consistent
      basis except as may be set forth in the Offering Circular. The financial
      statements, together with the related notes, included in the Offering
      Circular comply in all material respects with the Securities Act and the
      Rules and Regulations. No other financial statements or exhibits and no
      supporting schedules are required by the Securities Act or the Rules and
      Regulations to be included in the Offering Circular.

      (o) Neither the Company nor any of its subsidiaries has sustained, since
      the date of the latest audited financial statements included or
      incorporated by reference in the Offering Circular, any material loss or
      interference with its business from fire, explosion, flood or other
      calamity, whether or not covered by insurance, or from any labor dispute
      or court or governmental action, order or decree, otherwise than as
      described in or contemplated by the Offering Circular; and, since such
      date, there has not been any change in the capital stock (other than upon
      the issuance of shares pursuant to the Company's stock option and
      incentive plan or employee stock purchase plan as in existence on the date
      hereof or pursuant to its currently outstanding options, warrants or
      rights, in each case as described in the Offering Circular, all of which
      issuances have been or will be made in compliance with the Securities Act
      and the Rules and Regulations) or long-term debt of the Company or any of
      its subsidiaries or any material adverse change, or any development
      involving a prospective

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      material adverse change, in or affecting the business, general affairs,
      management, financial position, stockholders' equity or results of
      operations of the Company and its subsidiaries taken as a whole, otherwise
      than as set forth or contemplated in the Offering Circular.

      (p) Except as described in the Offering Circular, there is no legal or
      governmental proceeding pending to which the Company or any of its
      subsidiaries is a party or of which any property or assets of the Company
      or any of its subsidiaries is the subject that, singularly or in the
      aggregate, if determined adversely to the Company or any of its
      subsidiaries, would have a Material Adverse Effect or prevent or adversely
      affect the ability of the Company to perform its obligations under this
      Agreement; and to the Company's knowledge, no such proceedings are
      threatened or contemplated by governmental authorities or threatened by
      others.

      (q) Neither the Company nor any of its subsidiaries (i) is in violation of
      its charter or bylaws (or similar organizational documents), (ii) is in
      default in any respect, and no event has occurred that, with notice or
      lapse of time or both, would constitute such a default, in the due
      performance or observance of any term, covenant or condition contained in
      any indenture, mortgage, deed of trust, loan agreement or other agreement
      or instrument to which it is a party or by which it is bound or to which
      any of its property or assets is subject or (iii) is in violation in any
      respect of any law, ordinance, governmental rule, regulation or court
      decree to which it or its property or assets may be subject, except, in
      the case of clauses (ii) and (iii) above, any violations or defaults that,
      singularly or in the aggregate, would not have a Material Adverse Effect.

      (r) The Company and each of its subsidiaries possess all licenses,
      certificates, authorizations and permits issued by, and have made all
      declarations and filings with, the appropriate state, federal or foreign
      regulatory agencies or bodies that are necessary for the ownership of
      their respective properties or the conduct of their respective businesses
      as described in the Offering Circular except where any failures to possess
      or make the same, singularly or in the aggregate, would not have a
      Material Adverse Effect, and the Company has not received written
      notification or, to its knowledge, other notification of any revocation or
      modification of any such license, authorization or permit, except where
      such revocation or modification or lack of renewal would not, singularly
      or in the aggregate, have a Material Adverse Effect.

      (s) The Company is not and, after giving effect to the issuance and sale
      of the Notes and the receipt and application of the proceeds thereof as
      described in the Offering Circular, will not be an "investment company" or
      entity controlled by an "investment company" within the meaning of the
      Investment Company Act of 1940, as amended (the "Investment Company Act"),
      and the rules and regulations of the Commission thereunder.

      (t) The Company and its subsidiaries own or possess the right to use all
      patents, trademarks, trademark registrations, service marks, service mark
      registrations, trade names, copyrights, licenses, inventions, know-how,
      trade secrets and rights (collectively, "Intellectual Property") described
      in the Offering Circular as being owned or licensed by them for the
      conduct of their respective businesses, and the Company has not received

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      written or, to its knowledge, other notice of any claim to the contrary or
      any challenge by any other person to the rights of the Company and its
      subsidiaries with respect to the foregoing. Except as described in the
      Offering Circular, (i) to the Company's knowledge, the conduct of the
      Company's business does not and will not infringe or conflict with any
      Intellectual Property or franchise right of any person and (ii) no written
      or, to the Company's knowledge, other claim has been made against the
      Company alleging the infringement by the Company or any of its licensees
      or other third parties of any Intellectual Property or franchise right of
      any person, except for such as would not have a Material Adverse Effect.
      Each employee of and consultant to the Company and its subsidiaries has
      entered into a confidentiality and invention assignment agreement in favor
      of the Company or its applicable subsidiary as a condition of the
      employment or retention of services of such employee or consultant, except
      where failure to enter into such an agreement would not have a Material
      Adverse Effect. Except for matters relating to third parties expressly
      identified and named in the Offering Circular: (A) to the Company's
      knowledge, there are no rights of third parties to any Intellectual
      Property owned by or licensed to the Company or any of its subsidiaries
      that conflict with the rights of the Company or its subsidiaries related
      to such Intellectual Property, except for any such rights that, singularly
      or in the aggregate, would not have a Material Adverse Effect; (B) to the
      Company's knowledge, there is no infringement by third parties of any
      Intellectual Property owned by or licensed to the Company or its
      subsidiaries that would have a Material Adverse Effect; (C) other than in
      connection with assertions or inquiries made by patent office examiners in
      the ordinary course of the prosecution of the patent applications of the
      Company or its subsidiaries, there is no pending or, to the Company's
      knowledge, threatened action, suit, proceeding or other claim by others
      challenging the rights of the Company or any of its subsidiaries in or to,
      or the validity or scope of, any Intellectual Property owned by or
      licensed to the Company or its subsidiaries, except for any such claim
      that would not have a Material Adverse Effect, and, to the Company's
      knowledge, there are no facts that would form a reasonable basis for any
      such claim; (D) there is no pending or, to the Company's knowledge,
      threatened action, suit, proceeding or other claim by others that the
      Company or any of its subsidiaries, or any of their respective licensees,
      infringes or otherwise violates, or would infringe or otherwise violate
      upon commercialization of its products and product candidates described in
      the Offering Circular, any patent, trademark, copyright, trade secret or
      other proprietary rights of others, and there are no facts that would form
      a reasonable basis for any such claim by others that the Company or any of
      its subsidiaries, or any of their respective licensees, infringes or
      otherwise violates, or would infringe or otherwise violate upon
      commercialization of its products and product candidates described in the
      Offering Circular, any Intellectual Property of others, except, in each
      case in this clause (D), for any such claims that would not have a
      Material Adverse Effect; and (E) to the Company's knowledge, there is no
      patent or patent application that contains claims that conflict with any
      Intellectual Property described in the Offering Circular as being owned by
      or licensed to the Company or any of its subsidiaries or that is necessary
      for the conduct of their respective businesses as currently or
      contemplated to be conducted, except for such as would not have a Material
      Adverse Effect.

      (u) The Company and each of its subsidiaries have good and marketable
      title in fee simple to, or have valid rights to lease or otherwise use,
      all items of real or personal property that are material to the business
      of the Company and its subsidiaries taken as a whole, in each

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      case free and clear of all liens, encumbrances, claims and defects, except
      as described in the Offering Circular or for those that would not result
      in a Material Adverse Effect.

      (v) No labor disturbance by the employees of the Company or any of its
      subsidiaries exists or, to the Company's knowledge, is threatened that
      would reasonably be expected to have a Material Adverse Effect. To the
      Company's knowledge, no key employee or significant group of employees of
      the Company or any subsidiary plans to terminate employment with the
      Company or any such subsidiary.

      (w) No "prohibited transaction" (as defined in Section 406 of the Employee
      Retirement Income Security Act of 1974, as amended, including the
      regulations and published interpretations thereunder ("ERISA"), or Section
      4975 of the Internal Revenue Code of 1986, as amended from time to time
      (the "Code"), and not otherwise exempt from treatment as a "prohibited
      transaction") or "accumulated funding deficiency" (as defined in Section
      302 of ERISA) or any of the events set forth in Section 4043(b) of ERISA
      (other than events with respect to which the 30-day notice requirement
      under Section 4043 of ERISA has been waived) has occurred with respect to
      any employee benefit plan that could have a Material Adverse Effect; each
      employee benefit plan is in compliance in all material respects with
      applicable law, including ERISA and the Code; the Company has not incurred
      and does not expect to incur liability under Title IV of ERISA with
      respect to the termination of, or withdrawal from, any "pension plan"; and
      each "pension plan" (as defined in ERISA) for which the Company would have
      any liability that is intended to be qualified under Section 401(a) of the
      Code is so qualified in all material respects and nothing has occurred,
      whether by action or by failure to act, that could cause the loss of such
      qualification.

      (x) Neither the Company nor any of its subsidiaries is in violation of any
      foreign, federal, state or local rules, laws or regulations relating to
      the use, treatment, storage and disposal of toxic substances and the
      protection of health or the environment ("Environmental Laws") that are
      applicable to its business, except for any such violations that would not,
      singularly or in the aggregate, have a Material Adverse Effect; neither
      the Company nor any of its subsidiaries has received any written or, to
      their knowledge, other notice from any governmental authority or third
      party of an asserted claim under Environmental Laws; each of the Company
      and its subsidiaries has received all permits, licenses or other approvals
      required of it under applicable Environmental Laws to conduct its business
      and is in compliance with all terms and conditions of any such permit,
      license or approval, except for the lack of such permits, licenses or
      approvals or for such non-compliance as would not, singularly or in the
      aggregate, have a Material Adverse Effect; and to the Company's knowledge,
      there is no claim, action or cause of action filed with a court or
      governmental authority, no investigation with respect to which the Company
      or any of its subsidiaries has received notice and no notice by any other
      person or entity alleging potential liability for investigatory costs,
      cleanup costs, governmental response costs, natural resources damages,
      property damages, personal injuries, attorneys' fees or penalties arising
      out of, based on or resulting from the storage, generation,
      transportation, handling, treatment, disposal, discharge, emission or
      other release of any kind of toxic or other wastes or other hazardous
      substances by, due to or caused by the Company or any of its subsidiaries
      (or any other entity for whose acts or omissions the Company or any of its
      subsidiaries is or may be liable) upon

                                       -8-
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      any of the property now or previously owned or leased by the Company or
      any of its subsidiaries in violation of any statute or any ordinance,
      rule, regulation, order, judgment, decree or permit that would, under any
      Environmental Law, give rise to any liability, except for any violation or
      liability that would not have, singularly or in the aggregate with all
      such violations and liabilities, a Material Adverse Effect.

      (y) The Company has reviewed the effect of Environmental Laws on the
      business, operations and properties of the Company and its subsidiaries,
      during which the Company identified and evaluated associated costs and
      liabilities (including, without limitation, any capital or operating
      expenditures required for clean-up, closure of properties or compliance
      with Environmental Laws, or any permit, license or approval, any related
      constraints on operating activities and any potential liabilities to third
      parties); and on the basis of such review, the Company has reasonably
      concluded that such associated costs and liabilities would not, singly or
      in the aggregate, have a Material Adverse Effect.

      (z) Each of the Company and its subsidiaries (i) has filed all necessary
      federal, state and foreign income and franchise tax returns that are
      required to be filed through the date hereof, (ii) has paid all federal,
      state, local and foreign taxes due and payable for which it is liable
      through the date hereof and (iii) does not have any tax deficiency or
      claims outstanding or assessed or, to the Company's knowledge, proposed
      against it other than those filings, payments or deficiencies that would
      not, singularly or in the aggregate, have a Material Adverse Effect.

      (aa) To the Company's knowledge, the operations of the Company and its
      subsidiaries are and have been conducted at all times in compliance with
      applicable financial recordkeeping and reporting requirements of the
      Currency and Foreign Transactions Reporting Act of 1970, as amended, the
      money laundering statutes of all jurisdictions, the rules and regulations
      thereunder and any related or similar rules, regulations or guidelines,
      issued, administered or enforced by any governmental agency (collectively,
      the "Money Laundering Laws"), except for any such non-compliance as would
      not, singularly or in the aggregate, have a Material Adverse Effect, and
      no action, suit or proceeding by or before any court or governmental
      agency, authority or body or any arbitrator involving the Company or any
      of it subsidiaries with respect to the Money Laundering Laws is pending
      or, to the Company's knowledge, threatened.

      (bb) Neither the Company nor any of its subsidiaries nor, to the Company's
      knowledge, any director, officer, agent, employee or affiliate of the
      Company or any of its subsidiaries is currently subject to any United
      States sanctions administered by the Office of Foreign Assets Control of
      the United States Treasury Department; and the Company will not directly
      or indirectly use the proceeds of the offering of the Notes, or lend,
      contribute or otherwise make available such proceeds to any subsidiary,
      joint venture partner or other person or entity, for the purpose of
      financing the activities of any person currently subject to any United
      States sanctions administered by such office.

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      (cc) The Company and each of its subsidiaries carry, or are covered by,
      insurance in such amounts and covering such losses and risks as is prudent
      and customary in the businesses in which they are engaged.

      (dd) The Company and each of its subsidiaries maintains a system of
      internal accounting controls sufficient to provide reasonable assurances
      that (i) transactions are executed in accordance with management's general
      or specific authorizations, (ii) transactions are recorded as necessary to
      permit preparation of financial statements in conformity with United
      States generally accepted accounting principles and to maintain
      accountability for assets, (iii) access to assets is permitted only in
      accordance with management's general or specific authorization and (iv)
      the recorded accountability for assets is compared with existing assets at
      reasonable intervals and appropriate action is taken with respect to any
      differences.

      (ee) All descriptions of any franchises, leases, contracts, agreements or
      documents contained in the Offering Circular are accurate and complete
      descriptions of such documents in all material respects. Other than as
      described in the Offering Circular, no such franchise, lease, contract or
      agreement has been suspended or terminated for convenience or default by
      the Company or, to the knowledge of the Company, any of the other parties
      thereto, and the Company has not received written or, to its knowledge,
      other notice of any such pending or threatened suspension or termination,
      except for such pending or threatened suspensions or terminations that
      would not reasonably be expected to, singularly or in the aggregate, have
      a Material Adverse Effect.

      (ff) No relationship, direct or indirect, exists between or among the
      Company, on the one hand, and the directors, officers, stockholders,
      customers or suppliers of the Company, on the other hand, that is required
      to be described in the Offering Circular and that is not so described.

      (gg) No person or entity has the right to require registration of shares
      of Common Stock or other securities of the Company because of the filing
      or effectiveness of a registration statement with the Commission
      registering the Notes or the Underlying Shares or otherwise in connection
      with the offering and sale of the Notes as contemplated by the Offering
      Circular, except for persons and entities who have expressly waived such
      right or who have been given timely and proper notice and have failed to
      exercise such right within the time or times required under the terms and
      conditions of such right or whose right to incidental registration are
      solely dependent on the inclusion of any such shares in such registration
      by persons or entities who have waived such rights and except as otherwise
      set forth in the Offering Circular.

      (hh) Neither the Company nor any of its subsidiaries is a party to any
      contract, agreement or understanding with any person that would give rise
      to a valid claim against the Company or the Initial Purchasers for a
      brokerage commission, finder's fee or like payment in connection with the
      offering and sale of the Notes as contemplated by the Offering Circular.

                                      -10-
<PAGE>

      (ii) No forward-looking statement (within the meaning of Section 27A of
      the Securities Act and Section 21E of the Exchange Act) contained in the
      Offering Circular has been made or reaffirmed without a reasonable basis
      or has been disclosed other than in good faith.

      (jj) Neither the Company nor any of its affiliates has, directly or
      through any agent, sold, offered for sale, solicited offers to buy or
      otherwise negotiated in respect of, any security (as such term is defined
      in the Securities Act) that is or will be integrated with the sale of the
      Notes in a manner that would require registration of the Notes under the
      Securities Act.

      (kk) When the Notes are issued and delivered pursuant to this Agreement,
      the Notes will not be of the same class (within the meaning of Rule 144A
      of the Rules and Regulations ("Rule 144A")) as any security of the Company
      that is listed on a national securities exchange registered under Section
      6 of the Exchange Act or that is quoted in a United States automated
      inter-dealer quotation system.

      (ll) No form of general solicitation or general advertising (within the
      meaning of Regulation D of the Rules and Regulations ("Regulation D")) or
      in any manner involving a public offering within the meaning of Section
      4(2) of the Securities Act was used by the Company or any of its
      representatives or affiliates (as defined in Rule 501(b) of Regulation D)
      in connection with the offer and sale of the Notes contemplated hereby,
      except that no representation or warranty is given with respect to the
      Initial Purchasers. No securities of the same class as the Notes have been
      issued and sold by the Company within the six-month period immediately
      prior to the date hereof, other than the Notes offered or sold to the
      Initial Purchasers hereunder. The Company has not distributed and any
      offering material in connection with the offering and sale of the Notes
      other than the Circular.

      (mm) Neither the Company nor any of the Company's subsidiaries or
      affiliates has taken, directly or indirectly, any action designed to, or
      that might reasonably be expected to, cause or result in stabilization or
      manipulation of the price of any security of the Company in connection
      with the offer or sale of the Notes.

      (nn) The Company is in compliance with all applicable provisions of the
      Sarbanes-Oxley Act of 2002 and all rules and regulations promulgated
      thereunder or implementing the provisions thereof (collectively, the
      "Sarbanes-Oxley Act") that are currently in effect and is actively taking
      steps to ensure that it will be in compliance with other applicable
      provisions of the Sarbanes-Oxley Act not currently in effect upon and at
      all times after the effectiveness of such provisions.

      (oo) The Company is in compliance with all applicable corporate governance
      requirements set forth in the Nasdaq Marketplace Rules that are currently
      in effect and is actively taking steps to ensure that it will be in
      compliance with other applicable corporate governance requirements set
      forth in the Nasdaq Marketplace Rules not currently in effect upon and at
      all times after the effectiveness of such requirements.

      (pp) Neither the Company nor any of its subsidiaries nor, to the Company's
      knowledge, any employee or agent of the Company or any subsidiary, has
      made any contribution or other

                                      -11-
<PAGE>

      payment to any official of, or candidate for, any federal, state or
      foreign office in violation of any law or of the character required to be
      disclosed in the Circular.

      (qq) There are no transactions, arrangements or other relationships
      between or among the Company or, to its knowledge, any of its affiliates
      (as such term is defined in Rule 405 of the Rules and Regulations), on the
      one hand, and any unconsolidated entity, on the other hand, including,
      without limitation, any structured finance, special purpose or limited
      purpose entity that could reasonably be expected to materially affect the
      Company's liquidity or the availability of or requirements for its capital
      resources required to be described in the Offering Circular that have not
      been described as required.

3.    PURCHASE SALE AND DELIVERY OF NOTES.

      (a) On the basis of the representations, warranties and agreements herein
      contained, but subject to the terms and conditions herein set forth, the
      Company agrees to sell to each Initial Purchaser, and each Initial
      Purchaser agrees, severally and not jointly, to purchase from the Company,
      at a purchase price of 97% of the principal amount thereof, plus accrued
      interest, if any, from June 29, 2005 to the First Closing Date (if the
      First Closing Date occurs after June 29, 2005), the principal amount of
      the Notes set forth opposite the name of such Initial Purchaser in
      Schedule A hereto.

            The Company will deliver the Firm Notes to the Representative for
      the respective accounts of the several Initial Purchasers in the form of
      one or more definitive global Notes by book-entry form that will be
      deposited by or on behalf of the Company with The Depository Trust Company
      ("DTC") or its designated custodian for the account of the Initial
      Purchasers as the Representative may direct by notice in writing to the
      Company given at or prior to 12:00 Noon, New York time, on the second full
      business day preceding the First Closing Date (as defined below) against
      payment of the aggregate purchase price to be paid for the Firm Notes by
      wire transfer or transfers in immediately available funds to an account
      designated by the Company and reasonably acceptable to the Representative,
      payable to the order of the Company, all at the offices of Wilson Sonsini
      Goodrich & Rosati, counsel for the Company, 12 East 49th Street, New York,
      New York. Time shall be of the essence, and delivery at the time and place
      specified pursuant to this Agreement is a further condition of the
      obligations of each Initial Purchaser hereunder. The time and date of the
      delivery and closing shall be at 10:00 A.M., New York time, on June 29,
      2005. The time and date of such payment and delivery are herein referred
      to as the "First Closing Date." The First Closing Date and the location of
      delivery of, and the form of payment for, the Firm Notes may be varied by
      agreement between the Company and Representative.

            The Company shall make the certificates for the Firm Notes available
      to the Representative for examination on behalf of the Underwriters in New
      York, New York at least twenty-four hours prior to the First Closing Date.

      (b) The Initial Purchasers have advised the Company that they propose to
      offer the Notes for resale upon the terms and subject to the conditions
      set forth herein and in the Circular. Each Initial Purchaser, severally
      and not jointly, represents and warrants to, and agrees with,

                                      -12-
<PAGE>

      the Company that (i) it is purchasing the Notes pursuant to a private sale
      exempt from registration under the Securities Act, (ii) it has not
      solicited offers for, or offered or sold, and will not solicit offers for,
      or offer or sell, the Notes by means of any form of general solicitation
      or general advertising within the meaning of Rule 502(c) of Regulation D
      or in any manner involving a public offering within the meaning of Section
      4(2) of the Securities Act, (iii) it has solicited and will solicit offers
      for the Notes only from, and has offered or sold and will offer, sell or
      deliver the Notes, as part of its initial offering, only to persons whom
      it reasonably believes to be qualified institutional buyers within the
      meaning of Rule 144A or, if any such person is buying for one or more
      institutional accounts for which such person is acting as fiduciary or
      agent, only when such person has represented to it that each such account
      is such a qualified institutional buyer to whom notice has been given that
      such sale or delivery is being made in reliance on Rule 144A and in each
      case, in transactions in accordance with Rule 144A and (iv) it is an
      accredited investor as defined under Rule 501(a)(1) under the Securities
      Act. Each Initial Purchaser, severally and not jointly, agrees, with
      respect to any resale of the Notes, other than through The PORTAL Market,
      to deliver either with the confirmation of such resale or otherwise prior
      to settlement of such resale a notice to the effect that such resale has
      been made in reliance upon the exemption from the registration
      requirements of the Securities Act afforded by Rule 144A.

      (c) The Company acknowledges and agrees that the Initial Purchasers may
      sell Notes to any affiliate of an Initial Purchaser and that any such
      affiliate may sell Notes purchased by it to an Initial Purchaser.

4.    FURTHER AGREEMENTS OF THE COMPANY. The Company agrees with the several
Initial Purchasers that:

      (a) Prior to the expiration of nine months after the date of the Offering
      Circular, to advise the Initial Purchasers promptly and, if requested,
      confirm such advice in writing, of the happening of any event that makes
      any statement of a material fact made in the Offering Circular untrue or
      requires the making of any additions to or changes in the Offering
      Circular (as amended or supplemented from time to time) in order to make
      the statements therein, in the light of the circumstances under which they
      were made, not misleading; to advise the Initial Purchasers promptly of
      any order preventing or suspending the use of the Preliminary Offering
      Circular or the Offering Circular, of any suspension of the qualification
      of the Notes under any state securities or Blue Sky laws for offering or
      sale in any jurisdiction and of the initiation or threatening of any
      proceeding for any such purpose; and to use its reasonable best efforts to
      prevent the issuance of any such order preventing or suspending the use of
      the Preliminary Offering Circular or the Offering Circular or suspending
      any such qualification and, if any such suspension is issued, to obtain
      the lifting thereof at the earliest possible time.

      (b) If, at any time prior to the earlier of (i) the completion of the
      resale of the Notes by the Initial Purchasers and (ii) the date that is
      nine months after the date of the Offering Circular, any event shall occur
      or condition exist as a result of which it is necessary, in the opinion of
      counsel for the Initial Purchasers or counsel for the Company, to amend or
      supplement the Offering Circular so that the Offering Circular will not
      include any untrue statement of a material fact or omit to state a
      material fact necessary in order to make the

                                      -13-
<PAGE>

      statements therein, in the light of the circumstances existing at the time
      it is delivered to a purchaser, not misleading, or if it is necessary to
      amend or supplement the Offering Circular to comply with applicable law,
      to promptly prepare such amendment or supplement as may be necessary to
      correct such untrue statement or omission or so that the Offering
      Circular, as so amended or supplemented, will comply with applicable law.

      (c) To use reasonable best efforts to file promptly all reports and any
      definitive proxy or information statements required to be filed by the
      Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d)
      of the Exchange Act subsequent to the date of the Circular and for so long
      as the Notes are outstanding during the period of two years after the
      final Closing Date.

      (d) To deliver promptly to the Representative in New York City such number
      of the following documents as the Representative shall reasonably request:
      (i) each Preliminary Offering Circular, (ii) the Offering Circular (not
      later than 10:00 A.M., New York time, of the second business day following
      the execution and delivery of this Agreement) and any amended or
      supplemented Circular (not later than 10:00 A.M., New York time, on the
      business day following the date of such amendment or supplement) and (iii)
      any document incorporated by reference in the Offering Circular (excluding
      exhibits thereto).

      (e) Prior to making any amendment or supplement to the Offering Circular
      at any time prior to the earlier of (i) the completion of the resale of
      the Notes by the Initial Purchasers and (ii) the date that is nine months
      after the date of the Offering Circular, to furnish a copy thereof to each
      of the Initial Purchasers and counsel for the Initial Purchasers and not
      to effect any such amendment or supplement to which the Initial Purchasers
      shall reasonably and promptly object by notice to the Company after a
      reasonable period to review.

      (f) To make generally available to its stockholders as soon as
      practicable, but in any event not later than eighteen months after the
      date hereof, an earnings statement of the Company and its subsidiaries
      (which need not be audited) complying with Rule 158 of the Rules and
      Regulations.

      (g) The Company will promptly take from time to time such actions as the
      Representative may reasonably request to qualify the Notes for offering
      and sale under state securities or Blue Sky laws of such jurisdictions
      within the United States as the Representative may designate and to
      continue such qualifications in effect for so long as required for the
      distribution of the Notes; provided that the Company and its subsidiaries
      shall not be obligated to qualify as foreign corporations in any
      jurisdiction in which they are not so qualified, to file a general consent
      to service of process in any jurisdiction or to subject itself to taxation
      in any jurisdiction in which it is otherwise not so subject.

      (h) During the period of three years from the date hereof, but only to the
      extent not available on the Commission's website, the Company will deliver
      to the Representative and, upon reasonable request, to each of the other
      Initial Purchasers, promptly after they are available, copies of (i) all
      reports or other communications furnished to stockholders generally and
      (ii) all reports and financial statements furnished or filed with the
      Commission

                                      -14-
<PAGE>

      pursuant to the Exchange Act or any national securities exchange or
      automatic quotation system on which the Common Stock is listed or quoted.

      (i) For so long as the Notes are outstanding and are "restricted
      securities" within the meaning of Rule 144(a)(3) of the Rules and
      Regulations, to furnish to holders of the Notes and prospective purchasers
      of the Notes designated by such holders, upon request of such holders or
      such prospective purchasers, the information required to be delivered
      pursuant to paragraph (d)(4) of Rule 144A, unless the Company is then
      subject to and in compliance with Section 13 or 15(d) of the Exchange Act.

      (j) The Company will not directly or indirectly offer, sell, assign,
      transfer, pledge or contract to sell, or otherwise dispose of, any shares
      of or securities convertible into or exercisable or exchangeable for
      Common Stock, or announce the offering of or file any registration
      statement under the Securities Act in respect of, any shares of or
      securities convertible into or exercisable or exchangeable for shares of
      Common Stock, in each case for a period of 90 days from the date of the
      Offering Circular without the prior written consent of the Representative,
      other than the Company's sale of the Notes hereunder and the issuance of
      shares of Common Stock pursuant to the Company's stock option and
      incentive plan or employee stock purchase plan as in existence on the date
      hereof (as such plans may be modified to increase the number of shares of
      Common Stock available for grant thereunder as described in the Offering
      Circular) or pursuant to its currently outstanding options, warrants or
      rights, in each case as described in the Offering Circular, all of which
      issuances will be made in compliance with the Securities Act and the Rules
      and Regulations; provided, however, that if (A) the Company issues an
      earnings release or material news or a material event relating to the
      Company occurs during the last 17 days of such 90-day period or (B) prior
      to the expiration of such 90-day period, the Company announces that it
      will release earnings results during the 16-day period beginning on the
      last day of such 90-day period, the restrictions imposed by this Section
      4(j) shall continue to apply until the expiration of the 18-day period
      beginning on the issuance of such earnings release or the occurrence of
      such material news or material event.

      (k) The Company will cause each of its officers, directors and
      stockholders listed in Schedule B to furnish to the Representative, prior
      to the First Closing Date, a letter, substantially in the form of Exhibit
      I hereto. The Company agrees that, upon any determination by the Company
      that the restrictions imposed by any such letter so furnished by any of
      such officers, directors or stockholders will not apply to such number of
      shares of Common Stock as is specified in a notice to such officer,
      director or stockholder, as provided in such letter during the 60-day
      period beginning 31 days after the date of the Offering Circular, the
      Company will promptly provide written notice of such determination,
      including the number of such shares as to which such restrictions will not
      be applicable, to the Representative. The Company agrees that the total
      number of shares of Common Stock as to which the restrictions imposed by
      all of the letters so furnished by such officers, directors and directors
      will not be applicable shall not exceed, during the 30-day period
      beginning 31 days after the date of the Offering Circular, an aggregate of
      500,000 shares of Common Stock or, during the 60-day period beginning 31
      days after the date of the Offering Circular, an aggregate of 1,000,000
      shares of Common Stock, provided that no more than 250,000 of

                                      -15-
<PAGE>

      such shares may be sold by all of such officers, directors and
      stockholders in the aggregate during any period of five consecutive
      trading days.

      (l) To assist the Initial Purchasers in arranging for the Notes to be
      designated Private Offerings, Resales and Trading through Automated
      Linkages ("PORTAL") Market securities in accordance with the rules and
      regulations adopted by the National Association of Securities Dealers,
      Inc. (the "NASD") for The PORTAL Market and for the Notes to be eligible
      for clearance and settlement through DTC.

      (m) Not to, and to cause its subsidiaries and use its reasonable efforts
      to cause its other affiliates not to, sell, offer for sale or solicit
      offers to buy or otherwise negotiate in respect of any security (as such
      term is defined in the Securities Act) that could be integrated with the
      sale of the Notes in a manner that would require registration of the Notes
      under the Securities Act.

      (n) Not to, and to cause its subsidiaries and use its reasonable efforts
      to cause its other affiliates not to, and not to authorize or knowingly
      permit any person acting on their behalf to, solicit any offer to buy or
      offer to sell the Notes by means of any form of general solicitation or
      general advertising within the meaning of Regulation D or in any manner
      involving a public offering within the meaning of Section 4(2) of the
      Securities Act; and not to offer, sell, contract to sell or otherwise
      dispose of, directly or indirectly, any securities under circumstances
      where such offer, sale, contract or disposition would cause the exemption
      afforded by Section 4(2) of the Securities Act to cease to be applicable
      to the offering and sale of the Notes as contemplated by this Agreement
      and the Offering Circular.

      (o) During the period from the First Closing Date until two years after
      the final Closing Date, without the prior written consent of the Initial
      Purchasers, not to, and to cause its subsidiaries and use its reasonable
      efforts to cause its other affiliates (as defined in Rule 144 of the Rules
      and Regulations) not to, resell any of the Notes that have been reacquired
      by them for so long as the Notes are "restricted securities" within the
      meaning of Rule 144(a)(3) of the Rules and Regulations, except for Notes
      purchased by the Company or any of its subsidiaries and resold in a
      transaction registered under the Securities Act.

      (p) Prior to each of the Closing Dates, the Company will furnish to the
      Representative, as soon as they have been prepared, copies of any
      unaudited interim consolidated financial statements of the Company for any
      periods subsequent to the periods covered by the financial statements
      included or incorporated by reference in the Offering Circular.

      (q) Prior to each of the Closing Dates, the Company will not issue any
      press release or other communication directly or indirectly or hold any
      press conference with respect to the Company, its condition, financial or
      otherwise, or earnings, business affairs or business prospects (except for
      routine marketing communications in the ordinary course of business and
      consistent with the past practices of the Company and of which the
      Representative is notified), without the prior written consent of the
      Representative, unless in the judgment of the Company and its counsel, and
      after notification to the Representative, such press release or
      communication is required by law.

                                      -16-
<PAGE>

      (r) In connection with the offering of the Notes, until the Representative
      shall have notified the Company of the completion of the resale of the
      Notes, the Company will not, and will use reasonable efforts to cause its
      affiliated purchasers (as defined in Regulation M under the Exchange Act)
      not to, either alone or with one or more other persons, bid for or
      purchase, for any account in which it or any of its affiliated purchasers
      has a beneficial interest, any Notes, or attempt to induce any person to
      purchase any Notes; and the Company will not, and will use reasonable
      efforts to cause its affiliated purchasers not to, make bids or purchase
      for the purpose of creating actual, or apparent, active trading in or of
      raising the price of the Notes; provided, however, that if requested in
      writing by the Company, the Representative will confirm whether or not the
      resale of the Notes by the Representatives is complete.

      (s) Not to, and to cause its subsidiaries and use its reasonable efforts
      to cause its other affiliates not to, take, directly or indirectly, any
      action intended to result in manipulation of the price of any security of
      the Company to facilitate the sale or resale of the Notes.

      (t) The Company will use its reasonable efforts to obtain approval of the
      Underlying Shares for quotation on the Nasdaq National Market in
      accordance with the requirements of the Nasdaq National Market's
      requirements.

      (u) The Company will not, for so long as the Notes are outstanding and are
      "restricted securities" within the meaning of Rule 144(a)(3) of the Rules
      and Regulations, be or become, or be or become owned by, an open-end
      investment company, unit investment trust or face-amount certificate
      company that is or is required to be registered under Section 8 of the
      Investment Company Act, and will not be or become, or be or become owned
      by, a closed-end investment company required to be registered, but not
      registered thereunder.

      (v) The Company shall at all times continue to comply, in all material
      respects, with all applicable provisions of the Sarbanes-Oxley Act in
      effect from time to time.

      (w) The Company will apply the net proceeds from the sale of the Notes as
      set forth in the Offering Circular under the heading "Use of Proceeds."

5.    PAYMENT OF EXPENSES. The Company agrees with the Initial Purchasers to pay
(a) the costs incident to the authorization, issuance, sale, preparation and
delivery of the Notes and any taxes payable in that connection; (b) the costs
incident to the preparation, printing and distribution of the Preliminary
Offering Circular and the Offering Circular, any amendments, supplements and
exhibits thereto or any document incorporated by reference therein, this
Agreement, the Indenture and the Registration Rights Agreement; (c) all expenses
incurred in connection with the acceptance of the Notes for The PORTAL Market
and eligibility for clearance and settlement through DTC; (d) the reasonable
fees and expenses (including any related and documented fees and expenses of
counsel for the Initial Purchasers) incurred in connection with filings, if any,
under Conduct Rules 2710 or 2720 of the NASD; (e) any applicable listing or
other fees; (f) the reasonable fees and expenses of qualifying the Notes under
the securities laws of the several jurisdictions as provided in Section 4(g)
hereof and of preparing, printing and distributing Blue Sky Memoranda and Legal
Investment Surveys (including related and documented fees and expenses of
counsel for the Initial Purchasers

                                      -17-
<PAGE>

not to exceed $5,000); (g) all fees and expenses of the Trustee or any agent
thereof; (h) any fees charged by securities rating services for rating the
Notes; (i) the costs and expenses relating to investor presentations on any
"road show" undertaken in connection with the marketing of the offering of the
Notes or related communications to investors (including the reasonable costs and
expenses of the Initial Purchasers), including, without limitation, expenses
associated with the production of presentation slides and graphics, fees and
expenses of any consultants engaged by the Company in connection with such
presentations or communications with the prior approval of the Company, travel
and lodging expenses of representatives and officers of the Company, the Initial
Purchasers and any such consultants and the cost of any aircraft chartered with
the Company's prior approval in connection with such road show; and (j) all
other costs and expenses incident to the performance of the obligations of the
Company under this Agreement (including, without limitation, the fees and
expenses of the Company's counsel and the Company's independent accountants);
provided that, except as otherwise provided in this Section 5 and in Section 10
hereof, the Initial Purchasers shall pay their own costs and expenses, including
the fees and expenses of their counsel, any transfer taxes on the Notes that
they may sell and the expenses of advertising any offering of the Notes made by
the Initial Purchasers.

6. CONDITIONS OF INITIAL PURCHASERS' OBLIGATIONS. The respective obligations of
the several Initial Purchasers hereunder are subject to the accuracy, when made
and on each of the Closing Dates, of the representations and warranties of the
Company contained herein, to the accuracy of the statements of the Company made
in any certificates pursuant to the provisions hereof, to the performance by the
Company of their obligations hereunder, and to each of the following additional
terms and conditions:

      (a) No stop order suspending the sale of the Notes in any jurisdiction
      shall have been issued and no proceeding for that purpose shall have been
      commenced or shall be pending or threatened.

      (b) None of the Initial Purchasers shall have discovered and disclosed to
      the Company on or prior to such Closing Date that the Offering Circular or
      any amendment or supplement thereto contains an untrue statement of a fact
      that, in the opinion of counsel for the Initial Purchasers, is material or
      omits to state any fact that, in the opinion of such counsel, is material
      and is required to be stated therein or is necessary to make the
      statements therein not misleading.

      (c) All corporate proceedings and other legal matters incident to the
      authorization, form and validity of each of this Agreement, the Notes, the
      Indenture and the Registration Rights Agreement and all other legal
      matters relating to this Agreement and the transactions contemplated
      hereby shall be reasonably satisfactory in all material respects to
      counsel for the Initial Purchasers, and the Company shall have furnished
      to such counsel all documents and information that such counsel may
      reasonably request to enable them to pass upon such matters.

      (d) Wilson Sonsini Goodrich & Rosati shall have furnished to the
      Representative such counsel's written opinion, as counsel for the Company,
      addressed to the Initial Purchasers

                                      -18-
<PAGE>

      and dated such Closing Date, in form and substance reasonably satisfactory
      to the Representative, to the effect that:

            (i)   The Company has been duly incorporated and is an existing
                  corporation in good standing under the laws of the State of
                  Delaware. The Company has the corporate power and authority to
                  own its properties and assets and to carry on its business as
                  described in the Offering Circular.

            (ii)  Evergreen Securities has been duly incorporated and is an
                  existing corporation in good standing under the laws of the
                  Commonwealth of Massachusetts. Evergreen Securities has the
                  corporate power and authority to own its properties and assets
                  and to carry on its business as presently conducted. To such
                  counsel's knowledge, all of the outstanding shares of capital
                  stock of Evergreen Securities have been duly authorized; and
                  except to the extent set forth in the Offering Circular and as
                  otherwise provided in the Articles of Association of EverQ or
                  its similar organizational documents such as the Master Joint
                  Venture Agreement relating to EverQ, the shares of capital
                  stock of each subsidiary of the Company listed on a schedule
                  attached to such opinion are owned by the Company directly or
                  indirectly through one or more wholly-owned subsidiaries, are
                  free of any adverse claim under Section 8-303 of the Uniform
                  Commercial Code and are not subject to any restriction upon
                  voting or transfer of any third party under any Reviewed
                  Agreement.

            (iii) The Notes issued on such Closing Date have been duly
                  authorized by the Company and, when they have been executed
                  and delivered by the Company and duly executed and
                  authenticated by the Trustee in accordance with the provisions
                  of the Indenture and delivered by the Initial Purchasers
                  against payment of the purchase price therefor specified in
                  this Agreement in accordance with this Agreement, will be
                  valid and binding obligations of the Company, enforceable in
                  accordance with their terms except as (A) the enforceability
                  thereof may be limited by bankruptcy, insolvency,
                  reorganization, moratorium or similar laws affecting
                  creditors' rights generally and (B) rights of acceleration and
                  the availability of equitable remedies may be limited by
                  equitable principles of general applicability.

            (iv)  Each of the Indenture and the Registration Rights Agreement
                  has been duly authorized, executed and delivered by the
                  Company and (assuming the due authorization, execution and
                  delivery of, in the case of the Indenture, the Indenture by
                  the Trustee and, in the case of the Registration Rights
                  Agreement, the Registration Rights Agreement by the Initial
                  Purchasers) constitutes the valid and binding agreement of the
                  Company, enforceable against the Company in accordance with
                  its respective terms except (A) as the enforceability thereof
                  may be limited by (1) bankruptcy, insolvency, reorganization,
                  moratorium or other laws of general applicability relating to
                  or affecting creditors' rights and (2) equitable principles of
                  general applicability

                                      -19-
<PAGE>

                   and (B) as the enforcement of indemnification and
                   contribution provisions of the Registration Rights Agreement
                   may be limited by applicable law.

            (v)    The authorized capital stock of the Company conforms as to
                   legal matters to the description thereof under the heading
                   "Description of Capital Stock" in the Offering Circular. The
                   Underlying Shares have been duly reserved and authorized by
                   the Company for issuance upon such conversion and, upon their
                   issuance in accordance with the terms of the Notes, will be
                   duly authorized, validly issued and fully paid and
                   nonassessable. The stockholders of the Company have no
                   preemptive rights contained in the Company's charter or
                   bylaws and have no contractual, written preemptive rights
                   with the Company under any contract or agreement filed as an
                   exhibit pursuant to Item 601(b)(4) or 601(b)(10) of
                   Regulation S-K to any document filed by the Company under the
                   Exchange Act and incorporated by reference in the Offering
                   Circular (the "Reviewed Agreements") with respect to the
                   Underlying Shares that have not otherwise been waived.

            (vi)   This Agreement has been duly authorized, executed and
                   delivered by the Company.

            (vii)  The execution and delivery by the Company of this Agreement,
                   the Indenture, the Registration Rights Agreement, and the
                   performance by the Company of its obligations hereunder and
                   thereunder (including the obligation of the Company to issue
                   and sell the Notes and to issue the Underlying Shares upon
                   the conversion of the Notes), do not (A) violate any
                   provisions of the Company's charter or bylaws or any
                   provisions of any applicable United States federal or
                   California or Delaware state law, rule or regulation known to
                   us to be customarily applicable to transactions of this
                   nature, (B) violate, or constitute a default under, any of
                   the Reviewed Agreements or (C) violate any order known to
                   such counsel of any United States federal or California or
                   Delaware state governmental agency or body or court having
                   jurisdiction over the Company or any of its subsidiaries or
                   any of their properties or assets.

            (viii) No consent, approval or authorization of, or designation,
                   declaration, filing or registration with, any United States
                   federal or California or Delaware state court or governmental
                   agency is required on the part of the Company for the
                   execution and delivery of this Agreement, the Indenture, the
                   Registration Rights Agreement, the offer, issuance or sale by
                   the Company of the Notes and the consummation by the Company
                   of the transactions contemplated hereby and thereby, except
                   (A) as may be required in connection with the transactions
                   contemplated by the this Agreement, the Indenture and the
                   Registration Rights Agreement, including the registration of
                   the Notes and the Underlying Shares under the Securities Act
                   and the qualification of the Indenture under the Trust
                   Indenture Act, (B) for the approval of the Underlying Shares
                   for quotation on the Nasdaq National Market and (C) such
                   consents, approvals, authorizations, registrations or
                   qualifications as may be

                                      -20-
<PAGE>


                   required by the NASD and under state securities or Blue Sky
                   laws in connection with the purchase and distribution of the
                   Notes by the Initial Purchasers.

            (ix)   The statements in the Offering Circular under the heading
                   "Description of the Notes," insofar as they purport to
                   constitute a summary of the terms of the Notes or legal
                   matters or provisions of the Indenture, the Registration
                   Rights Agreement or this Agreement, fairly summarize, in all
                   material respects, such terms.

            (x)    The statements in the Offering Circular under the heading
                   "Material U.S. Federal Income Tax Considerations," insofar as
                   they purport to describe provisions of the United States
                   federal tax laws referred to therein, accurately summarize,
                   in all material respects, such laws.

            (xi)   To such counsel's knowledge and other than as set forth in
                   the Offering Circular, there are no legal or governmental
                   proceedings pending to which the Company or any of its
                   subsidiaries is a party or of which any property or asset of
                   the Company or any of its subsidiaries is the subject that we
                   believe would have a Material Adverse Effect or would prevent
                   or adversely affect the ability of the Company to perform its
                   obligations under this Agreement, the Indenture or the
                   Registration Rights Agreement; and to such counsel's
                   knowledge, no such proceedings have been threatened in
                   writing by governmental authorities or threatened in writing
                   by others.

            (xii)  To such counsel's knowledge, no person or entity has the
                   right to require registration of the Notes or other
                   securities of the Company in connection with the offering and
                   sale of the Notes by the Company as contemplated by the
                   Offering Circular, except for persons and entities who have
                   expressly waived such right or who have been given timely and
                   proper notice and have failed to exercise such right within
                   the time or times required under the terms and conditions of
                   such right or whose right to incidental registration are
                   solely dependent on the inclusion of any such shares in such
                   registration by persons or entities who have waived such
                   rights and except as otherwise described in the Offering
                   Circular.

            (xiii) The Company is not, and after giving effect to the offering
                   of the Notes and the receipt and application of the proceeds
                   thereof as described in the Offering Circular will not be,
                   required to register as an "investment company" as such term
                   is defined in the Investment Company Act and the rules and
                   regulations of the Commission thereunder.

            (xiv)  Assuming the accuracy of the representations and warranties
                   of the Initial Purchasers contained in Section 3 hereof and
                   their compliance with the agreements set forth therein, it is
                   not necessary, in connection with the issuance and sale of
                   the Notes by the Company to the Initial Purchasers

                                      -21-
<PAGE>

                  pursuant to this Agreement or for the initial resale of the
                  Notes by the Initial Purchasers in the manner contemplated by
                  this Agreement and the Offering Circular (it being understood
                  that no opinion is expressed as to any subsequent resale of
                  the Notes or the Underlying Shares), to register the Notes
                  under the Securities Act or to qualify the indenture under the
                  Trust Indenture Act.

            (xv)  The documents incorporated by reference in the Offering
                  Circular, as amended or supplement, when they were filed (or,
                  if an amendment with respect to any such document was filed,
                  when such amendment was filed) with the Commission, appeared
                  on their face to comply as to form in all material respects
                  with the applicable requirements of the Exchange Act (it being
                  understood that such counsel need express no opinion as to the
                  financial statements or other financial data included or
                  incorporated by reference therein).

      Such counsel shall also have furnished to the Representative a written
      statement, addressed to the Initial Purchasers and dated such Closing
      Date, in form and substance satisfactory to the Representative, to the
      effect that (A) such counsel has acted as counsel for the Company in
      connection with the preparation of the Offering Circular and (B) based on
      such counsel's examination of the Offering Circular and such counsel's
      investigations made in connection with the preparation of the Offering
      Circular and conferences with certain officers and employees of and
      auditors and patent counsel for the Company and with you and counsel for
      the Initial Purchasers, at which conferences the contents of the Offering
      Circular and related matters were reviewed and discussed, no facts have
      come to such counsel's attention through such review and discussion as
      described therein that have caused such counsel to believe that as of its
      issue date or the date hereof, the Offering Circular or any amendment or
      supplement thereto contained an untrue statement of a material fact or
      omitted to state a material fact necessary to make the statements therein,
      in the light of the circumstances under which they were made, not
      misleading, it being understood that such counsel need express no opinion
      as to the financial statements or other financial data included or
      incorporated by reference in the Offering Circular.

      The foregoing opinion and statement may be qualified by a statement to the
      effect that such counsel has not independently verified the accuracy,
      completeness or fairness of the statements contained in the Offering
      Circular and takes no responsibility therefor except to the extent set
      forth in the opinion described in clause (x) above.

      (e) Taylor Wessing shall have furnished to the Representative such
      counsel's written opinion, as German counsel for the Company, addressed to
      the Initial Purchasers and dated such Closing Date, in form and substance
      reasonably satisfactory to the Representative, to the effect that:

            (i)   The German Subsidiaries have been duly organized and are
                  validly existing as corporations under the laws of the Federal
                  Republic of Germany and are duly qualified to do business in
                  Germany and, to our knowledge, in each jurisdiction in which
                  their respective ownership or lease of property or the

                                      -22-
<PAGE>

                  conduct of their respective businesses requires such
                  qualification and have all power and authority necessary to
                  own or hold their respective properties and to conduct the
                  businesses in which they are engaged, except where the failure
                  to so qualify or have such power or authority would not have,
                  singularly or in the aggregate a Material Adverse Effect; and
                  to such counsel's knowledge, the German Subsidiaries are only
                  engaged in business in Germany.

            (ii)  All registered shares of capital stock of each of the German
                  Subsidiaries have been duly authorized and validly issued, are
                  fully paid and nonassessable and are, to such counsel's
                  knowledge, except to the extent set forth in the Offering
                  Circular, owned by the Company directly; and to such counsel's
                  knowledge, all of such outstanding shares are registered or,
                  with respect to a capital increase contemplated in the
                  organizational documents of the German Subsidiaries, will be
                  registered.

            (iii) The execution, delivery and performance of this Agreement, the
                  Indenture and the Registration Rights Agreement by the Company
                  and the consummation of the transactions contemplated herein
                  will not conflict with or result in a breach or violation of
                  any of the terms or provisions of, or constitute a default
                  under any indenture, mortgage, deed of trust, loan agreement
                  or other agreement or instrument known to such counsel after
                  reasonable investigation to which either German Subsidiary is
                  a party or by which either German Subsidiary is bound or to
                  which any of the properties or assets of either German
                  Subsidiary is subject, nor will such actions result in any
                  violation of the Articles of Association (or similar
                  organizational documents such as the Master Joint Venture
                  Agreement relating to EverQ) of either German Subsidiary or
                  any statute or law or any order known to such counsel or any
                  rule or regulation of any governmental agency or body or court
                  having jurisdiction over either German Subsidiary or any of
                  their respective properties or assets.

            (iv)  To such counsel's knowledge, neither German Subsidiary (A) is
                  in violation of its organizational documents, (B) is in
                  default, and no event has occurred that, with notice or lapse
                  of time or both, would constitute a default, in the due
                  performance or observance of any term, covenant or condition
                  contained in any agreement or instrument to which it is a
                  party or by which it is bound or to which any of its
                  properties or assets is subject or (C) is in violation of any
                  law, ordinance, governmental rule, regulation or court decree
                  to which it or its property or assets may be subject or has
                  failed to obtain any license, permit, certificate, franchise
                  or other governmental authorization or permit necessary to the
                  ownership of its property or to the conduct of its business
                  except, in the case of clauses (B) and (C), for those
                  defaults, violations or failures that, either individually or
                  in the aggregate, would not have a Material Adverse Effect.

            (v)   To such counsel's knowledge and other than as set forth in the
                  Offering Circular, there are no legal or governmental
                  proceedings pending to which

                                      -23-
<PAGE>

                  either German Subsidiary is a party or of which any property
                  or asset of either German Subsidiary is the subject that,
                  singularly or in the aggregate, if determined adversely to
                  either German Subsidiary, might have a Material Adverse Effect
                  or would prevent or adversely affect the ability of the
                  Company to perform its obligations under this Agreement; and
                  to such counsel's knowledge, no such proceedings are
                  threatened or contemplated by governmental authorities or
                  threatened by others.

      (f) The Representative shall have received a written opinion from
      Proskauer Rose LLP, as counsel for the Company as to certain matters
      involving Intellectual Property of the Company and its subsidiaries,
      addressed to the Initial Purchasers and dated such Closing Date, in
      substantially the forms thereof attached as Exhibit II hereto.

      (g) The Representative shall have received from Pillsbury Winthrop LLP,
      counsel for the Initial Purchasers, such written opinion or opinions,
      dated such Closing Date, with respect to such matters as the Initial
      Purchasers may reasonably require, and the Company shall have furnished to
      such counsel such documents as they request for enabling them to pass upon
      such matters.

      (h) At the time of the execution of this Agreement, the Representative
      shall have received from PricewaterhouseCoopers LLP, a letter, addressed
      to the Initial Purchasers and dated such date, in form and substance
      satisfactory to the Representative (i) confirming that they are
      independent registered public accountants with respect to the Company and
      its subsidiaries within the meaning of the Securities Act and the Rules
      and Regulations and (ii) stating the conclusions and findings of such firm
      with respect to the financial statements and certain financial information
      included or incorporated by reference in the Offering Circular, including
      statements and information of the type ordinarily included in accountant's
      "comfort letters" delivered in accordance with Statement of Auditing
      Standards No. 72 (or any successor thereto).

      (i) On each Closing Date, the Representative shall have received a letter
      (each, a "bring-down letter") from PricewaterhouseCoopers LLP, addressed
      to the Initial Purchasers and dated such Closing Date confirming, as of
      the date of such bring-down letter (or, with respect to matters involving
      changes or developments since the respective dates as of which specified
      financial information is given in the Offering Circular as of a date not
      more than three business days prior to the date of such bring-down
      letter), the conclusions and findings of such firm with respect to the
      financial information and other matters covered by its letter delivered to
      the Representative concurrently with the execution of this Agreement
      pursuant to Section 6(h) hereof.

      (j) The Company shall have furnished to the Representative a certificate,
      dated such Closing Date, of its Chairman of the Board, its President or a
      Vice President and its chief financial officer stating that (i) such
      officers have carefully examined the Offering Circular and, in their
      opinion, the Offering Circular, as of its date or at such Closing Date,
      did not include any untrue statement of a material fact and did not omit
      to state a material fact necessary to make the statements therein, in the
      light of the circumstances under with they

                                      -24-
<PAGE>

      were made, not misleading, (ii) since the date of the Offering Circular,
      no event has occurred that should have been set forth in a supplement or
      amendment to the Offering Circular, (iii) to their knowledge after
      reasonable investigation, as of such Closing Date, the other
      representations and warranties of the Company set forth in this Agreement
      are true and correct and the Company has complied with all agreements and
      satisfied all conditions on its part to be performed or satisfied
      hereunder at or prior to such Closing Date and (iv) subsequent to the date
      of the most recent financial statements included or incorporated by
      reference in the Offering Circular, there has been no material adverse
      change in the financial position or results of operation of the Company
      and its subsidiaries, or any change, or any development including a
      prospective change, in or affecting the condition (financial or
      otherwise), results of operations, business or prospects of the Company
      and its subsidiaries taken as a whole, except as set forth in the Offering
      Circular.

      (k) Neither the Company nor any of its subsidiaries shall have sustained
      since the date of the latest audited financial statements included or
      incorporated by reference in the Offering Circular any loss or
      interference with its business from fire, explosion, flood or other
      calamity, whether or not covered by insurance, or from any labor dispute
      or court or governmental action, order or decree, otherwise than as set
      forth or contemplated in the Offering Circular and (ii) since such date
      there shall not have been any change in the capital stock or long-term
      debt of the Company or any of its subsidiaries or any change, or any
      development involving a prospective change, in or affecting the business,
      general affairs, management, financial position, stockholders' equity or
      results of operations of the Company and its subsidiaries, otherwise than
      as set forth or contemplated in the Offering Circular, the effect of
      which, in any such case described in clause (i) or (ii) above, is, in the
      judgment of the Representative, so material and adverse as to make it
      impracticable or inadvisable to proceed with the sale or delivery of the
      Notes on the terms and in the manner contemplated in the Offering
      Circular.

      (l) No action shall have been taken and no statute, rule, regulation or
      order shall have been enacted, adopted or issued by any governmental
      agency or body that would, as of such Closing Date, prevent the issuance
      or sale of the Notes or materially and adversely affect or potentially
      materially and adversely affect the business or operations of the Company;
      and no injunction, restraining order or order of any other nature by any
      federal or state court of competent jurisdiction shall have been issued as
      of such Closing Date that would prevent the issuance or sale of the Notes
      or materially and adversely affect or potentially materially and adversely
      affect the business or operations of the Company.

      (m) Subsequent to the execution and delivery of this Agreement there shall
      not have occurred any of the following: (i) trading in securities
      generally on the New York Stock Exchange or the American Stock Exchange or
      in the over-the-counter market, or trading in any securities of the
      Company on any exchange or in the over-the-counter market, shall have been
      suspended or minimum or maximum prices or maximum range for prices shall
      have been established on any such exchange or such market by the
      Commission, by such exchange or by any other regulatory body or
      governmental authority having jurisdiction, (ii) a banking moratorium
      shall have been declared by Federal or state authorities or a material
      disruption has occurred in commercial banking or securities settlement or
      clearance services in the

                                      -25-
<PAGE>

      United States, (iii) the United States shall have become engaged in
      hostilities, or the subject of an act of terrorism, or there shall have
      been an escalation in hostilities involving the United States, or there
      shall have been a declaration of a national emergency or war by the United
      States or (iv) there shall have occurred such a material adverse change in
      general economic, political or financial conditions (or the effect of
      international conditions on the financial markets in the United States
      shall be such) so as to make it, in the judgment of the Representative,
      impracticable or inadvisable to proceed with the sale or delivery of the
      Notes on the terms and in the manner contemplated in the Offering
      Circular.

      (n) On the First Closing Date, (i) the Indenture shall have been duly
      executed and delivered by the Company and the Trustee, (ii) the Notes
      shall have been duly executed and delivered by the Company and duly
      authenticated by the Trustee and (iii) the Registration Rights Agreement
      shall have been duly executed and delivered by the Company and the Initial
      Purchasers.

      (o) The Notes shall have been accepted for The PORTAL Market and be
      eligible for clearance and settlement through DTC.

      (p) The Representative shall have received the written agreements,
      substantially in the form of Exhibit I hereto, of the officers, directors
      and stockholders of the Company listed in Schedule B to this Agreement in
      accordance with Section 4(k) hereof.

      All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably satisfactory
to counsel for the Initial Purchasers.

7.    INDEMNIFICATION AND CONTRIBUTION.

      (a) The Company shall indemnify and hold harmless each Initial Purchaser,
      its members, officers, employees, representatives and agents and each
      person, if any, who controls any Initial Purchaser within the meaning of
      the Securities Act (collectively, the "Initial Purchaser Indemnified
      Parties" and, each, an "Initial Purchaser Indemnified Party") against any
      loss, claim, damage or liability, joint or several, or any action in
      respect thereof, to which that Initial Purchaser Indemnified Party may
      become subject, under the Securities Act or otherwise, insofar as such
      loss, claim, damage, liability or action arises out of or is based upon
      (i) any untrue statement or alleged untrue statement of a material fact
      contained in the Preliminary Offering Circular or the Offering Circular or
      in any amendment or supplement thereto, (ii) the omission or alleged
      omission to state in the Preliminary Offering Circular or the Offering
      Circular or in any amendment or supplement thereto a material fact
      required to be stated therein or necessary to make the statements therein
      not misleading or (iii) any act or failure to act, or any alleged act or
      failure to act, by any Initial Purchaser in connection with, or relating
      in any manner to, the Notes or the offering contemplated hereby and that
      is included as part of or referred to in any loss, claim, damage,
      liability or action arising out of or based upon matters covered by clause
      (i) or (ii) above (provided that the Company shall not be liable in the
      case of any matter covered by this clause (iii) to the extent that it is
      determined in a final judgment by a court of competent jurisdiction that
      such loss, claim,

                                      -26-
<PAGE>

      damage, liability or action resulted directly from any such act or failure
      to act undertaken or omitted to be taken by such Initial Purchaser through
      its gross negligence or willful misconduct) and shall reimburse each
      Initial Purchaser Indemnified Party promptly upon demand for any legal or
      other expenses reasonably incurred by that Initial Purchaser Indemnified
      Party in connection with investigating or preparing to defend or defending
      against or appearing as a third party witness in connection with any such
      loss, claim, damage, liability or action as such expenses are incurred;
      provided, however, that the Company shall not be liable in any such case
      to the extent that any such loss, claim, damage, liability or action
      arises out of or is based upon an untrue statement or alleged untrue
      statement in or omission or alleged omission from the Preliminary Offering
      Circular or the Offering Circular or any such amendment or supplement in
      reliance upon and in conformity with written information furnished to the
      Company through the Representative by or on behalf of any Initial
      Purchaser specifically for use therein, which information the parties
      hereto agree is limited to the Initial Purchaser's Information.

            This indemnity agreement is not exclusive and will be in addition to
      any liability that the Company might otherwise have and shall not limit
      any rights or remedies that may otherwise be available at law or in equity
      to each Initial Purchaser Indemnified Party.

      (b) Each Initial Purchaser, severally and not jointly, shall indemnify and
      hold harmless the Company its officers, employees, representatives and
      agents, each of its directors and each person, if any, who controls the
      Company within the meaning of the Securities Act (collectively, the
      "Company Indemnified Parties" and, each, a "Company Indemnified Party")
      against any loss, claim, damage or liability, joint or several, or any
      action in respect thereof, to which the Company Indemnified Parties may
      become subject, under the Securities Act or otherwise, insofar as such
      loss, claim, damage, liability or action arises out of or is based upon
      (i) any untrue statement or alleged untrue statement of a material fact
      contained in the Preliminary Offering Circular or the Offering Circular or
      in any amendment or supplement thereto or (ii) the omission or alleged
      omission to state therein a material fact required to be stated therein or
      necessary to make the statements therein not misleading, but in each case
      only to the extent that the untrue statement or alleged untrue statement
      or omission or alleged omission was made in reliance upon and in
      conformity with written information furnished to the Company through the
      Representative by or on behalf of that Initial Purchaser specifically for
      use therein, and shall reimburse the Company Indemnified Parties for any
      legal or other expenses reasonably incurred by such parties in connection
      with investigating or preparing to defend or defending against or
      appearing as third party witness in connection with any such loss, claim,
      damage, liability or action as such expenses are incurred; provided that
      the parties hereto hereby agree that such written information provided by
      the Initial Purchasers consists solely of the Initial Purchaser's
      Information. This indemnity agreement is not exclusive and will be in
      addition to any liability that the Initial Purchasers might otherwise have
      and shall not limit any rights or remedies that may otherwise be available
      at law or in equity to the Company Indemnified Parties.

      (c) Promptly after receipt by an indemnified party under this Section 7 of
      notice of any claim or the commencement of any action, the indemnified
      party shall, if a claim in respect thereof is to be made against the
      indemnifying party under this Section 7, notify the

                                      -27-
<PAGE>

      indemnifying party in writing of the claim or the commencement of that
      action; provided, however, that the failure to notify the indemnifying
      party shall not relieve it from any liability that it may have under this
      Section 7 except to the extent it has been materially prejudiced by such
      failure; and, provided, further, that the failure to notify the
      indemnifying party shall not relieve it from any liability that it may
      have to an indemnified party otherwise than under this Section 7. If any
      such claim or action shall be brought against an indemnified party, and it
      shall notify the indemnifying party thereof, the indemnifying party shall
      be entitled to participate therein and, to the extent that it wishes,
      jointly with any other similarly notified indemnifying party, to assume
      the defense thereof with counsel reasonably satisfactory to the
      indemnified party. After notice from the indemnifying party to the
      indemnified party of its election to assume the defense of such claim or
      action, the indemnifying party shall not be liable to the indemnified
      party under this Section 7 for any legal or other expenses subsequently
      incurred by the indemnified party in connection with the defense thereof
      other than reasonable costs of investigation; provided, however, that any
      indemnified party shall have the right to employ separate counsel in any
      such action and to participate in the defense thereof but the fees and
      expenses of such counsel shall be at the expense of such indemnified party
      unless (i) the employment thereof has been specifically authorized by the
      indemnifying party in writing, (ii) such indemnified party shall have been
      advised by such counsel that there may be one or more legal defenses
      available to it that are different from or additional to those available
      to the indemnifying party and in the reasonable judgment of such counsel
      it is advisable for such indemnified party to employ separate counsel or
      (iii) the indemnifying party has failed to assume the defense of such
      action and employ counsel reasonably satisfactory to the indemnified
      party, in which case, if such indemnified party notifies the indemnifying
      party in writing that it elects to employ separate counsel at the expense
      of the indemnifying party, the indemnifying party shall not have the right
      to assume the defense of such action on behalf of such indemnified party,
      it being understood, however, that the indemnifying party shall not, in
      connection with any one such action or separate but substantially similar
      or related actions in the same jurisdiction arising out of the same
      general allegations or circumstances, be liable for the reasonable fees
      and expenses of more than one separate firm of attorneys at any time for
      all such indemnified parties, which firm shall be designated in writing by
      the Representative, if the indemnified parties under this Section 7
      consist of any Initial Purchaser Indemnified Party, or by the Company if
      the indemnified parties under this Section 7 consist of any Company
      Indemnified Parties. Each indemnified party, as a condition of the
      indemnity agreements contained in Sections 7(a) and 7(b) hereof, shall use
      all reasonable efforts to cooperate with the indemnifying party in the
      defense of any such action or claim. Subject to the provisions of Section
      7(d) hereof, no indemnifying party shall be liable for any settlement of
      any such action effected without its written consent (which consent shall
      not be unreasonably withheld), but if settled with its written consent or
      if there be a final judgment for the plaintiff in any such action, the
      indemnifying party agrees to indemnify and hold harmless any indemnified
      party from and against any loss or liability by reason of such settlement
      or judgment.

      (d) If at any time an indemnified party shall have requested that an
      indemnifying party reimburse the indemnified party for fees and expenses
      of counsel, such indemnifying party agrees that it shall be liable for any
      settlement of the nature contemplated by this Section 7 effected without
      its written consent if (i) such settlement is entered into more than

                                      -28-
<PAGE>

      45 days after receipt by such indemnifying party of the request for
      reimbursement, (ii) such indemnifying party shall have received notice of
      the terms of such settlement at least 30 days prior to such settlement
      being entered into and (iii) such indemnifying party shall not have
      reimbursed such indemnified party in accordance with such request prior to
      the date of such settlement.

      (e) If the indemnification provided for in this Section 7 is unavailable
      or insufficient to hold harmless an indemnified party under Section 7(a)
      or 7(b) hereof, then each indemnifying party shall, in lieu of
      indemnifying such indemnified party, contribute to the amount paid or
      payable by such indemnified party as a result of such loss, claim, damage
      or liability, or action in respect thereof, (i) in such proportion as
      shall be appropriate to reflect the relative benefits received by the
      Company on the one hand and the Initial Purchasers on the other from the
      offering of the Notes or (ii) if the allocation provided by clause (i)
      above is not permitted by applicable law, in such proportion as is
      appropriate to reflect not only the relative benefits referred to in
      clause (i) above but also the relative fault of the Company on the one
      hand and the Initial Purchasers on the other with respect to the
      statements or omissions that resulted in such loss, claim, damage or
      liability, or action in respect thereof, as well as any other relevant
      equitable considerations. The relative benefits received by the Company on
      the one hand and the Initial Purchasers on the other with respect to such
      offering shall be deemed to be in the same proportion as the total net
      proceeds from the offering of the Notes purchased under this Agreement
      (before deducting expenses) received by the Company bear to the total
      discounts and commissions received by the Initial Purchasers with respect
      to the Notes purchased under this Agreement. The relative fault shall be
      determined by reference to, among other things, whether the untrue or
      alleged untrue statement of a material fact or the omission or alleged
      omission to state a material fact relates to information supplied by the
      Company on the one hand or the Initial Purchasers on the other, the intent
      of the parties and their relative knowledge, access to information and
      opportunity to correct or prevent such untrue statement or omission;
      provided that the parties hereto agree that the written information
      furnished to the Company through the Representative by or on behalf of the
      Initial Purchasers for use in the Preliminary Offering Circular or the
      Offering Circular consists solely of the Initial Purchasers Information.
      The Company and the Initial Purchasers agree that it would not be just and
      equitable if contributions pursuant to this Section 7(e) were to be
      determined by pro rata allocation (even if the Initial Purchasers were
      treated as one entity for such purpose) or by any other method of
      allocation that does not take into account the equitable considerations
      referred to herein. The amount paid or payable by an indemnified party as
      a result of the loss, claim, damage or liability, or action in respect
      thereof, referred to above in this Section 7(e) shall be deemed to
      include, for purposes of this Section 7(e), any legal or other expenses
      reasonably incurred by such indemnified party in connection with
      investigating or defending any such action or claim. Notwithstanding the
      provisions of this Section 7(e), no Initial Purchaser shall be required to
      contribute any amount in excess of the amount by which the total price at
      which the Notes purchased by it and distributed to the public were offered
      to the public less the amount of any damages that such Initial Purchaser
      has otherwise paid or become liable to pay by reason of any untrue or
      alleged untrue statement or omission or alleged omission. No person guilty
      of fraudulent misrepresentation (within the meaning of Section 11(f) of
      the

                                      -29-
<PAGE>

      Securities Act) shall be entitled to contribution from any person who was
      not guilty of such fraudulent misrepresentation.

            The Initial Purchasers' obligations to contribute as provided in
      this Section 7(e) are several in proportion to their respective purchase
      obligations and not joint.

8. OPTION NOTES. The Initial Purchasers may purchase all or less than all of an
additional $15,000,000 aggregate principal amount of 4.375% Convertible
Subordinated Notes due 2012 (the "Option Notes"). The Company agrees to sell to
each Initial Purchaser named in Schedule A hereto, and each such Initial
Purchaser agrees, severally and not jointly, to purchase from the Company, at a
purchase price equal to the same price as the Firm Notes purchased on the
Closing Date, the principal amount of Option Notes (subject to such adjustments
as the Initial Purchasers in their discretion may determine so that no Initial
Purchaser shall be obligated to purchase Option Notes other than in authorized
denominations) that bears the same proportion to the aggregate principal amount
of Option Notes to be purchased as the number of Firm Notes set forth opposite
the name of such Initial Purchaser in Schedule A hereto bears to the aggregate
principal amount of Firm Notes. The option granted hereby may be exercised as to
all or any part of the Option Notes not more than 30 days subsequent to the date
of this Agreement. No Option Notes shall be sold and delivered unless the Firm
Notes have been, or simultaneously are, sold and delivered. The right to place
the Option Notes or any portion thereof may be surrendered and terminated at any
time upon notice by the Representative to the Company.

   The option granted hereby may be exercised by written notice being given to
the Company by Representative setting forth the aggregate principal amount of
Option Notes to be purchased by the Initial Purchasers and the date and time for
delivery of and payment for the Option Notes. Each date and time for delivery of
and payment for the Option Notes (which may be the First Closing Date, but not
earlier) is herein called the "Option Closing Date" and shall in no event be
earlier than two business days nor later than five business days after written
notice is given. (The Option Closing Date and the First Closing Date are herein
called, collectively, the "Closing Dates" and, each, a "Closing Date"). The
Option Closing Date and the location of delivery of, and the form of payment
for, the Option Notes may be varied by agreement between the Company and the
Representative.

9. TERMINATION. The obligations of the Initial Purchasers hereunder may be
terminated by the Representative, in its absolute discretion by notice given to
and received by the Company prior to delivery of and payment for the Firm Notes
if, prior to that time, any of the events described in Section 6(k) or 6(m)
hereof have occurred or if the Initial Purchasers shall decline to purchase the
Notes for any reason permitted under this Agreement.

10. REIMBURSEMENT OF INITIAL PURCHASERS' EXPENSES. If (a) the Company shall fail
to tender the Notes for delivery to the Initial Purchasers for any reason not
permitted under this Agreement, (b) the Initial Purchasers shall decline to
purchase the Notes for any reason permitted under this Agreement or (c) this
Agreement shall have been terminated pursuant to Section 11 hereof, then the
Company shall reimburse the Initial Purchasers for the fees and expenses of
their counsel and for such other out-of-pocket expenses as shall have been
reasonably incurred by them in connection with this Agreement and the proposed
purchase of the Notes, and upon demand the Company shall

                                      -30-
<PAGE>

pay the full amount thereof to the Representative. If this Agreement is
terminated pursuant to Section 11 hereof by reason of the default of one or more
Initial Purchasers, the Company shall not be obligated to reimburse any
defaulting Initial Purchaser on account of those expenses.

11. SUBSTITUTION OF INITIAL PURCHASERS. If any Initial Purchaser or Initial
Purchasers shall default in its or their obligations to purchase the Notes
hereunder and the aggregate principal amount of Notes that such defaulting
Initial Purchaser or Initial Purchasers agreed but failed to purchase does not
exceed 10% of the total principal amount of Notes purchased, the other Initial
Purchasers shall be obligated severally, in proportion to their respective
commitments hereunder, to purchase the Notes that such defaulting Initial
Purchaser or Initial Purchasers agreed but failed to purchase. If any Initial
Purchaser or Initial Purchasers shall so default and the aggregate principal
amount of Notes with respect to which such default or defaults occur is more
than 10% of the total principal amount of Notes purchased and arrangements
satisfactory to the Representative and the Company for the purchase of such
Notes by other persons are not made within 48 hours after such default, this
Agreement shall terminate.

      If the remaining Initial Purchasers or substituted Initial Purchasers are
required hereby or agree to take up all or part of the Notes of a defaulting
Initial Purchaser or Initial Purchasers as provided in this Section 11, (i) the
Company shall have the right to postpone the Closing Dates for a period of not
more than five full business days in order that the Company may effect whatever
changes may thereby be made necessary in the Offering Circular, or in any other
documents or arrangements, and (ii) the respective principal amount of Notes to
be purchased by the remaining Initial Purchasers or substituted Initial
Purchasers shall be taken as the basis of their purchase obligation for all
purposes of this Agreement. Nothing herein contained shall relieve any
defaulting Initial Purchaser of its liability to the Company or the other
Initial Purchasers for damages occasioned by its default hereunder. Any
termination of this Agreement pursuant to this Section 11 shall be without
liability on the part of any non-defaulting Initial Purchaser or the Company,
except expenses to be paid or reimbursed pursuant to Sections 5 and 10 hereof
and except the provisions of Section 7 hereof shall not terminate and shall
remain in effect.

12. SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall
inure to the benefit of and be binding upon the several Initial Purchasers, the
Company and their respective successors. Nothing expressed or mentioned in this
Agreement is intended or shall be construed to give any person other than the
persons mentioned in the preceding sentence any legal or equitable right, remedy
or claim under or in respect of this Agreement, or any provisions herein
contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such persons and
for the benefit of no other person, except that (a) the representations,
warranties, covenants, agreements and indemnities of the Company contained in
this Agreement shall also be for the benefit of the Initial Purchaser
Indemnified Parties, and the indemnities of the several Initial Purchasers shall
also be for the benefit of the Company Indemnified Parties and (b) the holders
from time to time of the Notes and prospective purchasers of the Notes
designated by such holders shall be entitled to enforce the agreement for their
benefit contained in Section 4(i) hereof as if such holders and prospective
purchasers were parties to this Agreement. It is understood that each Initial
Purchaser's responsibility to the Company is solely contractual in nature and
the Initial Purchasers do not owe the Company, or any other party, any fiduciary
duty as a result of this Agreement.

                                      -31-
<PAGE>

13. SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective
indemnities, covenants, agreements, representations, warranties and other
statements of the Company and the several Initial Purchasers, as set forth in
this Agreement or made by them respectively, pursuant to this Agreement, shall
remain in full force and effect, regardless of any investigation made by or on
behalf of any Initial Purchaser, the Company or any person controlling any of
them and shall survive delivery of and payment for the Notes.

14. NOTICES. All statements, requests, notices and agreements hereunder shall be
in writing, and:

      (a) if to the Initial Purchasers, shall be delivered or sent by mail,
      telex or facsimile transmission to SC Cowen & Co., LLC, 1221 Avenue of the
      Americas, New York, New York 10020, Attention: John Mosler, Managing
      Director (Fax: 212-278-4290), with a copy to SG Cowen & Co., LLC at the
      same address, Attention: General Counsel (Fax: 212-278-7432); and

      (b) if to the Company shall be delivered or sent by mail, telex or
      facsimile transmission to Evergreen Solar, Inc., 138 Bartlett Street,
      Marlboro, Massachusetts 01752, Attention: Richard G. Chleboski, Chief
      Financial Officer, Vice President, Treasurer and Secretary (Fax:
      508-229-0747).

15. DEFINITION OF CERTAIN TERMS. For purposes of this Agreement, (a) "business
day" means any day on which the New York Stock Exchange, Inc. is open for
trading and (b) "subsidiary" has the meaning set forth in Rule 405 of the Rules
and Regulations.

16. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

17. INITIAL PURCHASERS INFORMATION. The parties hereto acknowledge and agree
that, for all purposes of this Agreement, the "Initial Purchasers Information"
consists solely of the following information in the Offering Circular: (i) the
last paragraph on the front cover page of the Offering Circular; and (ii) the
statements contained in the fourth paragraph concerning the Initial Purchasers
and in the fourth sentence of the seventh paragraph under the heading "Plan of
Distribution" in the Offering Circular.

18. AUTHORITY OF THE REPRESENTATIVE. In connection with this Agreement, you will
act for and on behalf of the several Initial Purchasers, and any action taken
under this Agreement by the Representative will be binding on all the Initial
Purchasers.

19. PARTIAL UNENFORCEABILITY. The invalidity or unenforceability of any Section,
paragraph or provision of this Agreement shall not affect the validity or
enforceability of any other Section, paragraph or provision hereof. If any
Section, paragraph or provision of this Agreement is for any reason determined
to be invalid or unenforceable, there shall be deemed to be made such minor
changes (and only such minor changes) as are necessary to make it valid and
enforceable.

20. GENERAL. This Agreement, together with certain letters or other written
agreements between the Company and the Initial Purchasers as of the date hereof,
constitutes the entire agreement of the parties to this Agreement and supersedes
all prior written or oral and all contemporaneous oral

                                      -32-
<PAGE>

agreements, understandings and negotiations with respect to the subject matter
hereof. In this Agreement, the masculine, feminine and neuter genders and the
singular and the plural include one another. The section headings in this
Agreement are for the convenience of the parties only and will not affect the
construction or interpretation of this Agreement. This Agreement may be amended
or modified, and the observance of any term of this Agreement may be waived,
only by a writing signed by the Company and the Representative.

21. COUNTERPARTS. This Agreement may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.

                                      -33-
<PAGE>

      If the foregoing is in accordance with your understanding of the agreement
between the Company and the several Initial Purchasers, kindly indicate your
acceptance in the space provided for that purpose below.

                                                   Very truly yours,

                                                   EVERGREEN SOLAR, INC.

                                                   By: /s/ Richard M. Feldt
                                                       ------------------------
                                                       Name: Richard M. Feldt
                                                       Title: President & CEO

Accepted as of
the date first above written:
SG COWEN & CO., LLC
     Acting on its own behalf
     and as Representative of the several
     Initial Purchasers referred to in the
     foregoing Agreement.

By: SG COWEN & CO., LLC

By: /s/ John Mosler
    --------------------------------
    Name: John Mosler
    Title: Managing Director

                                      -34-
<PAGE>

                                   SCHEDULE A

<TABLE>
<CAPTION>
                                                  Aggregate Principal
                                                    Amount of Firm
                                                       Notes to
Name                                                be Purchased
----                                              -------------------
<S>                                               <C>
SG Cowen & Co., LLC.............................  $        63,750,000
First Albany Capital Inc........................  $         7,500,000
Merriman Curhan Ford & Co.......................  $         3,750,000
                                                  -------------------

Total                                             $        75,000,000
                                                  ===================
</TABLE>

<PAGE>

                                   SCHEDULE B

      The Representative shall have received the written agreements,
substantially in the form of Exhibit I to this Agreement, of the following
officers, directors and stockholders of the Company in accordance with Section
4(k) of this Agreement:

      -     Richard M. Feldt;

      -     Richard G. Chleboski;

      -     Dr. Jack I. Hanoka;

      -     Dr. Terry Bailey;

      -     Mark A. Farber;

      -     Dr. Brown F. Williams

      -     Timothy Woodward;

      -     Phillip J. Deutch;

      -     Michael El-Hillow;

      -     Charles J. McDermott;

      -     Dr. Robert W. Shaw, Jr.;

      -     Dr. William P. Sommers;

      -     Gary Pollard;

      -     Nth Power Technologies Entities; and

      -     RockPort Capital Entities.