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                                                                    EXHIBIT 10.2


                                WARRANT AGREEMENT

      THIS WARRANT AGREEMENT (the "Agreement") is entered into as of June 21,
2004 by and among EVERGREEN SOLAR, INC., a Delaware corporation (the "Company")
and the Holders ("the Holders") identified on the Schedule of Holders attached
hereto as Exhibit A (the "Schedule of Holders").

                                   WITNESSETH

      WHEREAS, pursuant to that certain Stock and Warrant Purchase Agreement
dated as of June 16, 2004 by and among the Company and the Holders (the
"Purchase Agreement"), the Company has agreed to sell to the Holders, and the
Holders have agreed to purchase from the Company, 7,662,835 shares of common
stock, par value $0.01 per share, of the Company and warrants to purchase
2,298,851 shares of the Common Stock (the "Warrants"); and

      WHEREAS, the parties hereto desire to enter into this Agreement for the
purpose of setting forth certain terms and conditions applicable to the Warrants
and certain rights and obligations among the Company and the Holders, as more
fully described herein.

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

      SECTION 1. Definitions. As used in this Agreement, the following
capitalized terms shall have the following meanings. Capitalized terms appearing
below and not otherwise defined herein shall have the meaning ascribed to them
in the Purchase Agreement.

      "Allocation Amount" has the meaning set forth in Section 3(h).

      "Board of Directors" means the Board of Directors of the Company.

      "Business Day" means any day other than a Saturday, Sunday or a day on
which commercial banking institutions in New York, New York are authorized or
required by law or executive order to be closed.

      "Cap Amount" means 350,000 shares of Common Stock.

      "Cashless Exercise" has the meaning set forth in Section 3(c)(i).

      "Charter" means the Third Amended and Restated Certificate of
Incorporation of the Company, as amended or supplemented from time to time.

      "Commission" means the Securities and Exchange Commission.

      "Common Stock" means (a) the common stock, par value $0.01 per share, of
the Company, or (b) any other capital stock into which such Common Stock is
reclassified or reconstituted.
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      "Common Stock Deemed Outstanding" has the meaning set forth in Section
7(a)(ii).

      "Company Stock Option Plans" means, collectively, the Company's 1994 Stock
Option Plan, 2000 Stock Option and Incentive Plan, 2000 Employee Stock Purchase
Plan, and any other future equity incentive plans of the Company with similar
objectives which shall be duly authorized and adopted by the Board of Directors
and the shareholders of the Company.

      "Convertible Securities" means evidences of indebtedness and any other
shares of stock or securities of the Company which are directly or indirectly
convertible or exchangeable, with or without payment of additional consideration
in cash or property, for shares of Common Stock, either immediately or upon the
onset of a specified date or the happening of a specified event.

      "Distribution" has the meaning set forth in Section 7(a)(ii).

      "Election to Purchase" has the meaning set forth in Section 3(a).

      "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Commission thereunder.

      "Exercise Amount" has the meaning set forth in Section 3(a).

      "Exercise Payment" has the meaning set forth in Section 3(a).

      "Exercise Price" has the meaning set forth in Section 2.

      "Expiration Date" means the fifth (5th) anniversary of the date hereof.

      "Fully Diluted" means, with respect to the Common Stock, as of a
particular time the total outstanding shares of Common Stock as of such time,
determined by treating all outstanding Options (irrespective of whether then
vested) as having been exercised and by treating all outstanding Convertible
Securities of the Company as having been so converted into Common Stock;
provided, however, that with respect to any determination of Fully Diluted
Common Stock in connection with an anti-dilution adjustment pursuant to Section
7, if the event giving rise to such adjustment would trigger any anti-dilution
rights of such Options or Convertible Securities or otherwise increase the
number of shares of Common Stock subject to such Options or into which such
Convertible Securities are convertible or exchangeable, the number of shares of
Common Stock deemed to be outstanding immediately after such issuance shall
include also such increase in the number of shares of Common Stock subject to
such Options or into which such Convertible Securities are convertible or
exchangeable.

      "Initial Exercise Price" has the meaning set forth in Section 2.

      "Market Price" of any security means the value determined in accordance
with the following provisions:

                  (i) if such security is listed on a national securities
      exchange registered under the Exchange Act, a price equal to the average
      of the closing sales prices

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      for such security on such exchange for each day during the twenty (20)
      consecutive trading days immediately preceding the date in question; and

                  (ii) if not so listed, and such security is quoted on the
      Nasdaq National Market, a price equal to the average of the closing bid
      and asked prices for such security quoted on such system each day during
      the twenty (20) consecutive trading days immediately preceding the date in
      question.

      "Options" means all options, warrants and other rights for the purchase or
other acquisition of Common Stock or Convertible Securities.

      "Person" means any individual, firm, corporation, partnership, limited
liability company, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof, or other entity of any kind and includes any successor (by merger or
otherwise) of such entity.

      "Principal Office" means the Company's principal office as set forth in
Section 9(g) hereof or such other principal office of the Company in the United
States of America the address of which first shall have been set forth in a
notice to the Holders.

      "Registration Rights Agreement" has the meaning set forth in Section 3(c).

      "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the Commission thereunder.

      "Stock Combination" has the meaning set forth in Section 7(a)(i).

      "Stock Dividend" has the meaning set forth in Section 7(a)(i).

      "Stock Subdivision" has the meaning set forth in Section 7(a)(i).

      "Subsidiary" means, with respect to any Person, any entity of which more
than fifty percent (50%) of the outstanding capital stock or other ownership
interests having ordinary voting power to elect the board of directors or other
managers of such entity is at the time, directly or indirectly, owned by or the
management is otherwise controlled by such Person. Unless otherwise qualified,
references to "Subsidiary" or "Subsidiaries" herein shall refer to those of the
Company.

      "Transaction" has the meaning set forth in Section 7(b).

      "Two-Thirds Interest" has the meaning set forth in Section 7(a)(vi).

      "Warrant Shares" means (a) the fully paid and nonassessable shares of
Common Stock issued upon exercise of the Warrants in accordance with the terms
and conditions hereunder, and (b) all other shares of the Company's capital
stock issued with respect to such shares by way of stock dividend, stock split
or other reclassification or in connection with any merger, consolidation,
recapitalization or other reorganization affecting the Company's capital stock.


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      SECTION 2. Issuance of Warrants. Pursuant to the Purchase Agreement and
subject to the terms and conditions of this Agreement, the Company hereby issues
and delivers to each Holder a Warrant in the form attached hereto as Exhibit B
to purchase at an initial price per share equal to $3.335 (the "Initial Exercise
Price"), as such price may be adjusted or readjusted from time to time as
provided in this Agreement (the "Exercise Price"), that number of Warrant Shares
indicated with respect to each such Holder on the Schedule of Holders, as such
number may be adjusted or readjusted from time to time as provided in this
Agreement.

      SECTION 3. Exercise of Warrants.

            (a) Exercise. At any time on or after December 22, 2004 and before
the Expiration Date, each Holder, in accordance with the terms hereof, may
exercise its Warrant, in whole or in part (except as to a fractional share), by
(i) delivering such Warrant to the Company during normal business hours on any
Business Day at the Company's Principal Office, together with an Election to
Purchase in the form attached hereto as Exhibit C (the "Election to Purchase"),
duly executed by the Holder, specifying the number of Warrant Shares (without
giving effect to any adjustment thereto) to be issued to the Holder as a result
of such exercise (the "Exercise Amount"), (ii) surrendering this Warrant to the
Company, properly endorsed by the Holder (or if the Warrant has been destroyed,
stolen or has otherwise been misplaced, by delivering to the Company an
affidavit of loss duly executed by the Holder), and (iii) by tendering payment
for the Warrant Shares designated by the Exercise Notice in an amount equal to
the product of (A) the Exercise Price and (B) the Exercise Amount (the "Exercise
Payment"). If the Expiration Date is not a Business Day, then such Warrant may
be exercised on the next succeeding Business Day.

            (b) Payment of Exercise Price. Payment of the Exercise Payment shall
be made to the Company in cash or other immediately available funds, or as
provided in Section 3(c), or a combination thereof. In the case of payment of
all or a portion of the Exercise Payment pursuant to Section 3(c), the direction
by the exercising Holder to make a "Cashless Exercise" shall serve as
accompanying payment for that portion of the Exercise Price.

            (c) Net Exchange.

                  (i) If at any time after sixty (60) days from the date hereof
      the Company fails to maintain an effective registration statement with
      respect to the Warrant Shares pursuant to the terms and conditions of that
      certain Registration Rights Agreement dated as of the date hereof by and
      among the Company and the Holders (the "Registration Rights Agreement"),
      each Holder may, in lieu of exercising or converting any Warrant pursuant
      to the terms of Section 3(b), elect to exchange such Warrant pursuant to
      this Section 3(c) (a "Cashless Exercise"), in whole or in part (except as
      to a fractional share), at any time and from time to time during normal
      business hours on any Business Day on or prior to the Expiration Date, by
      (i) delivering to the Company an Election to Purchase, duly executed by
      the Holder, specifying the number of Warrant Shares (without giving effect
      to any adjustment thereto) to be issued to the Holder as a result of such
      exchange, and (ii) surrendering such Warrant to the Company, properly
      endorsed by the Holder (or if Warrant has been destroyed, stolen or has
      otherwise been misplaced, by delivering to the Company an affidavit of
      loss duly executed by the

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      Holder), and the Holder shall thereupon be entitled to receive the number
      of Warrant Shares equal to the product of (A) the number of Warrant Shares
      issuable upon exercise of such Warrant (or, if only a portion of such
      Warrant is being exercised, issuable upon the exercise of such portion)
      for cash, determined as provided in Section 3(b), and (B) a fraction, the
      numerator of which is the Fair Market Value per share of Common Stock at
      the time of such exercise minus the Exercise Price in effect at the time
      of such exercise, and the denominator of which is the Fair Market Value
      per share of Common Stock at the time of such exercise, such number of
      shares so issuable upon such exchange to be rounded up or down to the
      nearest whole number of shares of Common Stock.

                  (ii) The "exchange" of any Warrant pursuant to this Section
      3(c) is intended to qualify as a recapitalization within the meaning of
      Section 368(a)(1)(E) of the Code.

                  (iii) For all purposes of any Warrant (other than this Section
      3(c)), any reference herein to the "exercise" of such Warrant shall be
      deemed to include a reference to the exchange of such Warrant into Common
      Stock in accordance with the terms of this Section 3(c).

            (d) Issuance of Shares of Common Stock. Upon receipt by the Company
of the exercising Holder's Warrant at its Principal Office for exercise with
respect to the Exercise Amount, and accompanied by payment of the Exercise
Payment as aforesaid, such Holder shall be deemed to be the holder of record of
the Warrant Shares issuable upon such exercise, notwithstanding that
certificates representing such Warrant Shares may not then be actually
delivered. As soon as practicable after exercise of such Warrant in accordance
with Section 3(a), but in no event later than five (5) Business Days after such
exercise, the Company shall at its expense issue and cause to be delivered to,
or upon the written order of, such Holder a certificate or certificates for the
Exercise Amount, subject to any reduction as provided in Section 3(c), as
applicable.

            (e) Fractional Shares. The Company shall not be required to deliver
fractions of shares of Common Stock upon exercise of any Warrant. If any
fraction of a share of Common Stock would be deliverable upon exercise of a
Warrant, the Company may, in lieu of delivering such fraction of a share of
Common Stock, make a cash payment to the affected Holder in an amount equal to
the proportionate amount of the Fair Market Value Per Share as of the Business
Day immediately preceding the date of exercise of such Warrant.

            (f) Partial Exercise. In the event of a partial exercise of any
Warrant, the Company shall issue to the affected Holder a Warrant in like form
for the unexercised portion thereof following the issuance of a certificate or
certificates for Warrant Shares in the amount of the Exercise Amount pursuant to
Section 2(d).

            (g) No Rights or Liabilities as a Stockholder. Except as expressly
set forth herein, nothing contained in any Warrant shall be construed as
conferring upon any Holder any rights as a stockholder of the Company or as
imposing any obligation on such Holder to purchase any securities or as imposing
any liabilities on such Holder as a stockholder of the Company, whether such
obligation or liabilities are asserted by the Company or creditors of the
Company.


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            (h) 19.99% Limitation. Until Stockholder Approval (as defined in the
Purchase Agreement) is obtained, no Holder shall be issued Warrant Shares
pursuant to the exercise of such Holder's Warrant in an amount greater than the
product of (A) the Cap Amount multiplied by (B) a fraction, the numerator of
which is the aggregate number of Warrant Shares to which such Holder would be
entitled upon exercise of such Holder's Warrant, and the denominator of which is
the sum of (i) the aggregate number of Warrant Shares issued and sold under the
Purchase Agreement and (ii) the aggregate number of shares of Common Stock
issuable upon the exercise of warrants issued under that certain Warrant
Agreement dated as of the date hereof by and between the Company and CRT Capital
Group LLC (the "Allocation Amount"). In the event that any Holder shall sell or
otherwise transfer any of such Holder's Warrants, the transferring Holder's
Allocation Amount shall be allocated between the transferring Holder and
transferee Holder pro rata in proportion to the number of Warrant Shares
transferred to such transferee and the number of Warrant Shares retained by such
transferring Holder.

      SECTION 4. Payment of Taxes. The Company shall pay all stamp taxes
attributable to the initial issuance of Warrant Shares or other securities
issuable upon the exercise of each Warrant or issuable pursuant to Section 7
hereof, excluding any tax or taxes which may be payable because of the transfer
involved in the issuance or delivery of any certificates for shares or other
securities in a name other than that of the exercising Holder in respect of
which such shares or securities are issued.

      SECTION 5. Replacement Warrant. If any Warrant is mutilated, lost, stolen
or destroyed, the Company shall issue and deliver in exchange and substitution
for and upon cancellation of the mutilated Warrant, or in lieu of and in
substitution for the Warrant lost, stolen or destroyed, a new Warrant of like
tenor and representing an equivalent right or interest upon receipt of evidence
reasonably satisfactory to the Company of such loss, theft or destruction of
such Warrant and upon receipt of indemnity reasonably satisfactory to the
Company; provided, however, that if the Holder is a financial institution or
other institutional investor its own indemnity agreement shall be satisfactory.

      SECTION 6. Covenants of the Company.

            (a) Reservation of Authorized Common Stock. The Company shall at all
times reserve and keep available out of the aggregate of its authorized but
unissued shares of capital stock , free of preemptive rights, such number of its
duly authorized shares of Common Stock, or other stock or securities issuable
pursuant to Section 7 hereof, as shall be sufficient to enable the Company at
any time to fulfill all of its obligations under this Agreement and the
Warrants.

            (b) Affirmative Actions to Permit Exercise and Realization of
Benefits. If any shares of Common Stock reserved or to be reserved for the
purpose of issuance as Warrant Shares, or any shares or other securities
reserved or to be reserved for the purpose of issuance pursuant to Section 7
hereof, require registration with or approval of any governmental authority
under any federal or state law, statute, rule, regulation, guideline, order,
court or administrative ruling, request or directive, or any rule or regulation
of the Nasdaq National Market (whether or not having the force of law and
whether or not failure to comply therewith would be unlawful)

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(collectively, a "Regulatory Requirement") before such Warrant Shares or other
shares or other securities may be validly issued and delivered upon exercise of
any Warrant, then the Company covenants and agrees that it will, at its sole
expense, promptly secure such registration or approval, as the case may be.

            (c) Regulatory Requirements and Restrictions. In the event of any
reasonable determination by any Holder that, by reason of any Regulatory
Requirement, such Holder is effectively restricted or prohibited from holding
its Warrant or the related Warrant Shares (including any shares of capital stock
or other securities distributable to such Holder in any merger, reorganization,
readjustment or other reclassification), or otherwise realize upon or receive
the benefits intended under its Warrant, the Company shall, and shall use its
reasonable efforts to have its shareholders, take such actions as such Holder
may deem reasonably necessary to permit such Holder to comply with such
Regulatory Requirement. All costs of taking such action, whether by the Company,
the affected Holder or otherwise, shall be borne by the Holder. Such action to
be taken may include, without limitation, the Company's authorization of one or
more new classes of non-voting or other capital stock for which such Warrant may
be exercised, and such modifications and amendments to the Charter, this
Agreement, the applicable Warrant or any other documents and instruments related
to or executed in connection herewith or with such Warrant as may be deemed
reasonably necessary by such Holder. Such Holder shall give written notice to
the Company of any such determination and the action or actions it deems
necessary to comply with such Regulatory Requirement, which notice and
determination shall be conclusive absent manifest error, and the Company shall
take all reasonable steps necessary to comply with such determination as
expeditiously as possible.

            (d) Validly Issued Shares. The Company covenants and agrees that all
shares of Common Stock that may be delivered upon exercise of each Warrant
(including those shares deliverable pursuant to Section 7 hereof) shall upon
delivery by the Company be duly authorized and validly issued, fully paid and
nonassessable, free from all taxes, liens and charges with respect to the issue
or delivery thereof and otherwise free of all other security interests,
encumbrances and claims of any nature whatsoever.

            (e) Securities Law Reporting Requirements. The Company covenants and
agrees that it will comply with the reporting requirements of Sections 13 and
15(d) of the Exchange Act and will comply with all other public information
reporting requirements of the Securities and Exchange Commission (including Rule
144 promulgated under the Securities Act) from time to time in effect and
relating to the availability of an exemption from the Securities Act for the
sale of restricted securities.

            (f) No Impairment. The Company will not, by amendment of its Charter
or through any reorganization, recapitalization, transfer of assets,
consolidation, merger, share exchange, dissolution or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, including without limitation the adjustments required under
Section 7 hereof, and will at all times in good faith assist in the carrying out
of all such terms. Without limiting the generality of the foregoing and
notwithstanding any other provision of this Agreement to the contrary (including
by way of implication), the Company (a) will not increase the par value of any
shares of Common Stock receivable on the exercise of any Warrant above the
amount payable therefor on such exercise and (b) will take all such action as


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may be necessary or appropriate so that the Company may validly and legally
issue fully paid and nonassessable shares of Common Stock on the exercise of any
Warrant. The Company covenants and agrees that it shall not, without the prior
written consent of each Holder, enter into or agree to become subject to any
term, condition, provision or agreement that would restrict in any material way
the performance of the Company's obligations under this Agreement or any Warrant
issued hereunder. The Company represents to each Holder that the Company is not
subject to or bound by any such term, condition, provision or agreement as of
the date hereof.

            (g) Issuances Prior to Stockholder Approval. The Company covenants
and agrees that it will not issue or sell, or be deemed to have issued or sold,
any securities which would require an adjustment to the Exercise Price pursuant
to Section 7(a) prior to the effectiveness of the Stockholder Approval or the
receipt of an opinion of counsel reasonably satisfactory to the Company and its
counsel that such Stockholder Approval is not required.

      SECTION 7. Adjustments and Notices. The Exercise Price and the number of
Warrant Shares issuable upon the exercise of a Warrant shall be subject to
adjustment as set forth in this Section 7. No adjustments shall be made under
this Section 7 as a result of (i) the issuance of the Warrant Shares upon
exercise of any Warrant, or (ii) the issuance of Common Stock as a dividend or
other distribution or adjustment with respect to Common Stock issued as set
forth in clause (i).

            (a) Adjustments. The Exercise Price and the number of Warrant Shares
issuable upon the exercise of each Warrant, after taking into consideration any
prior adjustments pursuant to this Section 7, shall be subject to adjustment and
readjustment from time to time as follows.

                  (i) Stock Subdivisions and Combinations. In case at any time
      or from time to time the Company shall:

                              (A) take a record of the holders of its Common
            Stock for the purpose of entitling them to receive a dividend
            payable in, or other distribution of, Common Stock (a "Stock
            Dividend"),

                              (B) subdivide its outstanding shares of Common
            Stock into a greater number of shares of Common Stock, including
            without limitation by means of a stock split, stock dividend or
            otherwise (a "Stock Subdivision"), or

                              (C) combine its outstanding shares of Common Stock
            into a smaller number of shares of Common Stock by mean of a reverse
            stock split or otherwise (a "Stock Combination"),

      then (1) in the case of a Stock Dividend or a Stock Subdivision, the
      number of Warrant Shares issuable upon the exercise of such Warrant
      immediately prior thereto shall be proportionately increased and the
      Exercise Price in effect immediately prior thereto shall be
      proportionately decreased, and (2) in the case of a Stock Combination, the
      number of Warrant Shares issuable upon the Exercise of such Warrant
      immediately prior thereto shall be proportionately decreased and the
      Exercise Price in effect immediately prior thereto shall be
      proportionately increased. In the event the Company shall declare or pay,


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      without consideration, any dividend on the Common Stock payable in any
      right to acquire Common Stock for no consideration, then the Company shall
      be deemed to have made a Stock Dividend in an amount of shares equal to
      the maximum number of shares issuable upon exercise of such rights to
      acquire Common Stock, and the Exercise Price and the number of Warrant
      Shares issuable upon the exercise of such Warrant shall be adjusted in
      accordance with the preceding sentence.

            A reclassification of the Common Stock into shares of Common Stock
      and shares of any other class of stock shall be deemed a Distribution by
      the Company to the holders of its Common Stock of such shares of such
      other class of stock and, if the outstanding shares of Common Stock shall
      be changed into a larger or smaller number of shares of Common Stock as a
      part of such reclassification, such event shall be deemed a Stock
      Subdivision or Stock Combination, as the case may be, of the outstanding
      shares of Common Stock within the meaning of Section 7(a)(i) hereof.

                  (ii) Issuance of Common Stock. Except as provided in Section
      7(a)(vii) and except in the case of an event described in Section 7(a)(i):

                              (A) if at any time prior to the effectiveness of
            the Shelf Registration Statement (as such term is defined in the
            Registration Rights Agreement) filed pursuant to the terms and
            conditions of the Registration Rights Agreement the Company issues
            or sells, or is, in accordance with this Section 7(a)(ii), deemed to
            have issued or sold, any shares of Common Stock for a consideration
            per share less than the Exercise Price in effect immediately prior
            to such issuance or sale, then, upon such issuance or sale (or
            deemed issuance or sale), the Exercise Price shall be reduced to the
            price per share receivable by the Company for such issuance or sale
            (or deemed issuance or sale), as the case may be; and

                              (B) if at any time or from time to time thereafter
            the Company issues or sells, or is, in accordance with this Section
            7(a)(ii), deemed to have issued or sold, any shares of Common Stock
            for a consideration per share less than the Exercise Price in effect
            immediately prior to such issuance or sale, then, upon such issuance
            or sale (or deemed issuance or sale), the Exercise Price shall be
            reduced to the price determined by dividing (x) the sum of (A) the
            Common Stock Deemed Outstanding (as defined below) immediately prior
            to such issuance or sale (or deemed issuance or sale) multiplied by
            the Exercise Price then in effect and (B) the consideration, if any,
            received by the Company upon such issuance or sale (or deemed
            issuance or sale) by (y) the Common Stock Deemed Outstanding
            immediately after such issuance or sale (or deemed issuance or
            sale).

      The date as of which the Exercise Price shall be computed shall be the
earlier of the date on which the Company shall enter into a firm contract or
commitment for the issuance of such additional shares of Common Stock or the
date of actual issuance of such additional shares of Common Stock. The
provisions of this Section 7(a)(ii) shall not apply to any issuance of
additional shares of Common Stock for which an adjustment is otherwise provided
under Section 7(a)(i) hereof.


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      For purposes of this Section 7(a)(ii), the term "Common Stock Deemed
Outstanding" shall mean the sum of (A) the number of shares of Common Stock
outstanding immediately prior to the date hereof (including for this purpose all
shares of Common Stock issuable upon exercise or conversion of all outstanding
Options or Convertible Securities), plus (B) the number of shares of Common
Stock issued or sold (or deemed issued or sold) after the date hereof, the
issuance or sale of which resulted in an adjustment to the Exercise Price
pursuant to Section 7(a)(ii) plus (C) the number of shares of Common Stock
deemed issued or sold pursuant to Section 7(a)(vi); provided, that Common Stock
Deemed Outstanding shall not include (i) the Warrants, (ii) the Warrant Shares
issued pursuant to such Warrants, or (iii) shares of capital stock owned or held
by or for the account of the Company (except that the disposition of any such
shares owned or held by or for the account of the Company shall be considered an
issuance or sale of Common Stock for the purpose of this Section 7(a)(ii)).

                  (iii) Issuance of Rights or Options. If the Company, at any
      time after the date hereof, in any manner, grants (whether directly or by
      assumption in a merger or otherwise) any warrants or other rights to
      subscribe for or to purchase, or any Options or Convertible Securities, in
      each case for consideration per share (determined as provided in this
      paragraph and in Section 7(a)(viii)) less than the Exercise Price then in
      effect, whether or not such Options or Convertible Securities are
      immediately exercisable, convertible, or exchangeable, then the total
      maximum number of shares of Common Stock issuable upon the exercise of
      such Options, or upon conversion or exchange of the total maximum amount
      of such Convertible Securities issuable upon exercise of such Options,
      shall be deemed to have been issued as of the date of granting of such
      Options, at a price per share equal to the amount determined by dividing
      (A) the total amount, if any, received or receivable by the Company as
      consideration for the issuance of such Options, plus the minimum aggregate
      amount of additional consideration payable to the Company upon the
      exercise of all such Options, plus, in the case of such Options that
      relate to Convertible Securities, the minimum aggregate amount of
      additional consideration, if any, payable upon the issuance or sale of
      such Convertible Securities and upon the conversion or exchange of
      Convertible Securities, by (B) the total maximum number of shares of
      Common Stock deemed to have been so issued. Except as otherwise provided
      in Section 7(a)(vi), no adjustment of the Exercise Price shall be made
      upon the actual issuance of such Common Stock or of such Convertible
      Securities upon exercise of such Options or upon the actual issuance of
      such Common Stock upon conversion or exchange of such Convertible
      Securities.

                  (iv) Issuance of Convertible Securities. If the Company, at
      any time after the date hereof, in any manner, issues or sells any
      Convertible Securities for consideration per share (determined as provided
      in this paragraph and in Section 7(a)(vi))) less than the Exercise Price
      then in effect, whether or not the right to exchange or convert any such
      Convertible Securities is immediately exercisable, then the total maximum
      number of shares of Common Stock issuable upon conversion or exchange of
      all such Convertible Securities shall be deemed to have been issued as of
      the date of the issuance or sale of such Convertible Securities, at a
      price per share equal to the amount determined by dividing (A) the total
      amount, if any, received or receivable by the Company as consideration for
      the issuance or sale of such Convertible Securities, plus the minimum
      aggregate amount of additional consideration, if any, payable to the
      Company

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<PAGE>
      upon the conversion or exchange thereof, by (B) the total maximum number
      of shares of Common Stock deemed to have been so issued; provided,
      however, that (1) except as otherwise provided in Section 7(a)(v), no
      adjustment of the Exercise Price shall be made upon the actual issuance of
      such Common Stock upon conversion or exchange of such Convertible
      Securities and (2) if any such issuance or sale of such Convertible
      Securities is made upon exercise of any Options to purchase any such
      Convertible Securities, no further adjustment of the Exercise Price shall
      be made by reason of such issuance or sale.

                  (v) Change in Option Price or Conversion Rate; Termination of
      Options or Convertible Securities. If a change occurs in (A) the maximum
      number of shares of Common Stock issuable in connection with any Option
      referred to in Section 7(a)(iii) or any Convertible Securities referred to
      in Section 7(a)(iii) or (iv), (B) the purchase price provided for in any
      Option referred to in Section 7(a)(iii), (C) the additional consideration,
      if any, payable upon the conversion or exchange of any Convertible
      Securities referred to in Section 7(a)(iii) or (iv), or (D) the rate at
      which Convertible Securities referred to in Section 7(a)(iii) or (iv) are
      convertible into or exchangeable for Common Stock (in each case, other
      than in connection with an event described in Section 7(a)(viii)), then
      the Exercise Price in effect at the time of such event shall be readjusted
      to the Exercise Price that would have been in effect at such time had such
      Options or Convertible Securities that remain outstanding provided for
      such changed maximum number of shares, purchase price, additional
      consideration or conversion rate, as the case may be, at the time
      initially granted, issued or sold, but only if as a result of such
      adjustment the Exercise Price then in effect is thereby reduced. Upon the
      termination of any such Option or any such right to convert or exchange
      such Convertible Securities, the Exercise Price then in effect hereunder
      shall be increased to the Exercise Price that would have been in effect at
      the time of such termination had such Option or Convertible Securities, to
      the extent outstanding immediately prior to such termination (i.e., to the
      extent that fewer than the number of shares of Common Stock deemed to have
      been issued in connection with such Option or Convertible Securities were
      actually issued), never been issued or been issued at such higher price,
      as the case may be.

                  (vi) Consideration for Stock. In case any shares of Common
      Stock are issued or sold, or deemed issued or sold, for cash, the
      consideration received therefor shall be deemed to be the amount received
      or to be received by the Company therefor (determined with respect to
      deemed issuances and sales in connection with Options and Convertible
      Securities in accordance with clause (A) of Section 7(a)(iii) or Section
      7(a)(iv), as applicable) determined in the manner set forth below in this
      Section 7(a)(vi). If any shares of Common Stock are issued or sold, or
      deemed issued or sold, for a consideration other than cash, the amount of
      the consideration other than cash received by the Company shall be deemed
      to be the fair value of such consideration received or to be received by
      the Company (determined with respect to deemed issuances and sales in
      connection with Options and Convertible Securities in accordance with
      clause (A) of Section 7(a)(iii) or Section 7(a)(iv), as appropriate) as
      determined in good faith by the Board of Directors and Holders holding
      Warrants representing at least 66-2/3 % of the Warrant Shares issuable
      upon exercise of all outstanding Warrants (a "Two Thirds Interest"). If
      any Options are issued in connection with the issuance and sale of other


                                       11
<PAGE>
      securities of the Company, together comprising one integral transaction in
      which no specific consideration is allocated to such Options by the
      parties thereto, such Options shall be deemed to have been issued for such
      consideration as determined in good faith by the Board of Directors and a
      Two-Thirds Interest; provided that if the Company and a Two-Thirds
      Interest are unable to reach agreement as to the value of such
      consideration, then the value thereof will be determined by an independent
      appraisal by a mutually agreed to investment banker, the fees of which
      shall be paid by the Company.

                  (vii) Other Issuances or Sales; Indeterminable Amounts. In
      calculating any adjustment to the Exercise Price pursuant to this Section
      7(a): (A) any shares of Common Stock, Options or Convertible Securities
      issued or sold (or deemed issued or sold pursuant to Section 7(a)(iii) or
      Section 7(a)(iv)) after the date hereof and prior to the effective date of
      such adjustment, the issuance or sale (or deemed issuance or sale) of
      which did not result in any adjustment to the Exercise Price under this
      Section 7(a), shall be deemed to have been issued or sold as part of the
      issuance or sale (or deemed issuance or sale) giving rise to such
      adjustment for the same consideration per share as the Company received in
      the issuance or sale (or deemed issuance or sale) giving rise to such
      adjustment, and (B) any Options or Convertible Securities that provide, as
      of the effective date of such adjustment, for the issuance upon exercise
      or conversion thereof of an indeterminable number of shares of Common
      Stock shall (together with the shares of Common Stock issuable upon
      exercise or conversion thereof) be disregarded for purposes of the
      calculation of Common Stock Deemed Outstanding; provided, that at such
      time as a number of shares of Common Stock issuable upon exercise or
      conversion of such Options or Convertible Securities becomes determinable,
      then the Exercise Price shall be adjusted as provided in Section 7(a)(v).

                  (viii) Certain Issues of Common Stock Excepted.
      Notwithstanding anything herein to the contrary, no adjustment to the
      Exercise Price shall be made in the case of an issuance from and after the
      date hereof of (i) shares of Common Stock upon exercise of the Warrants;
      (ii) shares of Common Stock upon exercise of any warrants outstanding as
      of the date hereof; or (iii) shares of Common Stock or options or other
      rights therefor to directors, officers, employees or consultants of the
      Company in connection with their service as directors of the Company,
      their employment by the Company or their retention as consultants by the
      Company, in each case authorized by the Board of Directors and issued
      pursuant to the Company Stock Option Plans.

                  (ix) Miscellaneous. The adjustments required by the preceding
      paragraphs of this Section 7(a) shall be made whenever and as often as any
      specified event requiring an adjustment shall occur, except that no
      adjustment to the number of Warrant Shares issuable upon the exercise of
      each Warrant that would otherwise be required shall be made (except in the
      case of a Stock Dividend, Stock Subdivision or Stock Combination, as
      provided for in Section 7(a)(i) hereof) unless and until such adjustment
      either by itself or with other adjustments not previously made adds or
      subtracts at least one half of one share to or from the number of Warrant
      Shares issuable upon the exercise of such Warrant immediately prior to the
      making of such adjustment, or adds or subtracts at least one cent to or
      from the Exercise Price immediately prior to the making of such
      adjustment. Any adjustment to the number of Warrant Shares

                                       12
<PAGE>
      issuable upon the exercise of such Warrant or to the Exercise Price
      representing a change of less than such minimum amount (except as
      aforesaid) shall be carried forward and made as soon as such adjustment,
      together with other adjustments required by this Section 7(a) and not
      previously made, would result in a minimum adjustment. For the purpose of
      any adjustment, any specified event shall be deemed to have occurred at
      the close of business on the date of its occurrence.

            (b) Reorganization, Merger, etc.. In case at any time the Company
shall initiate any transaction or be a party to any transaction (including,
without limitation, a merger, consolidation, share exchange, sale, lease or
other disposition of all or substantially all of the Company's assets,
liquidation, recapitalization or reclassification of the Common Stock) in
connection with which the Common Stock shall be changed into or exchanged for
different securities of the Company or capital stock or other securities of
another corporation or interests in a non-corporate entity or other property
(including cash) or any combination of the foregoing (each such transaction
being herein called a "Transaction"), then, as a condition of the consummation
of such Transaction, lawful, enforceable and adequate provision shall be made so
that each Holder shall be entitled to elect by written notice to the Company to
receive (i) a new warrant in form and substance similar to, and in exchange for,
its Warrant(s) to purchase all or a portion of such securities or other
property, or (ii) upon exercise of its Warrant(s) at any time on or after the
consummation of the Transaction, in lieu of the shares of Common Stock issuable
upon such exercise prior to such consummation, the securities or other property
(including cash) to which such Holder would have been entitled upon consummation
of the Transaction if such Holder had exercised its Warrant(s) immediately prior
thereto (subject to adjustments from and after the consummation date as nearly
equivalent as possible to the adjustments provided for in this Section 7). The
Company will not effect any Transaction unless prior to the consummation thereof
each corporation or other entity (other than the Company) which may be required
to deliver any new warrant, securities or other property as provided herein
shall assume, by written instrument delivered to such Holder, the obligation to
deliver to such Holder such new warrant, securities or other property as in
accordance with the foregoing provisions such Holder may be entitled to receive,
and such corporation or entity shall have similarly delivered to such Holder
prior to the effectiveness of the Transaction an opinion of counsel for such
corporation or entity, reasonably satisfactory in form and substance to such
Holder, which opinion shall state that all of the terms of the new warrant or
the original Warrant shall be enforceable against the Company and such
corporation or entity in accordance with the terms hereof and thereof, together
with such other matters as such Holder may reasonably request. The foregoing
provisions of this Section 7(b) shall similarly apply to successive
Transactions.

            (c) Other Action Affecting Common Stock. In case at any time or from
time to time the Company shall take any action of the type contemplated in
Section 7(a) or (b) hereof but not expressly provided for by such provisions
(including, without limitation, the granting of stock appreciation rights,
phantom stock rights or other rights with equity features), then, unless in the
reasonable opinion of the Board of Directors such action will not have a
material adverse effect upon the rights of any Holder (taking into
consideration, if necessary, any prior actions which the Board of Directors
deemed not to materially adversely affect the rights of any Holder), the number
of Warrant Shares issuable upon the exercise of such Warrant shall be adjusted
in such manner and at such time as the Board of Directors may in good faith
determine to be equitable in the circumstances.


                                       13
<PAGE>
            (d) Notices.

                  (i) Notice of Proposed Actions. In case the Company shall
      propose (A) to pay any dividend payable in stock of any class to the
      holders of its Common Stock or to make any other distribution to the
      holders of its Common Stock, (B) to offer to the holders of its Common
      Stock rights to subscribe for or to purchase any Convertible Securities or
      additional shares of Common Stock or shares of stock of any class or any
      other securities or Options (other than Options issued pursuant to the
      Company Stock Option Plans), (C) to effect any reclassification of its
      Common Stock, (D) to effect any recapitalization, stock subdivision, stock
      combination or other capital reorganization, (E) to effect any
      consolidation or merger, share exchange, or sale, lease or other
      disposition of all or substantially all of its property, assets or
      business or (F) to effect the liquidation, dissolution or winding up of
      the Company, then in each such case the Company shall give to each Holder
      written notice of such proposed action, which written notice shall specify
      the record date for the purposes of such stock dividend, distribution or
      rights, or the date on which such reclassification, reorganization,
      consolidation, merger, share exchange, sale, transfer, disposition,
      liquidation, dissolution or winding up is to take place and the date of
      participation therein by the holders of Common Stock, if any such date is
      to be fixed, or the date on which the transfer of Common Stock is to
      occur, and shall also set forth such facts with respect thereto as shall
      be reasonably necessary to indicate the effect of such action on the
      Common Stock and on the number of Warrant Shares issuable upon the
      exercise of each Warrant after giving effect to any adjustment which will
      be required as a result of such action. Such notice shall be so given in
      the case of any action covered by clause (A) above at least thirty (30)
      days prior to the record date for determining holders of the Common Stock
      for purposes of such action and, in the case of any other such action, at
      least thirty (30) days prior to the earlier of the date of the taking of
      such proposed action or the date of participation therein by the holders
      of Common Stock.

                  (ii) Adjustment Notice. Whenever the number of Warrant Shares
      is to be adjusted pursuant to this Section 7, the Company shall forthwith
      obtain a certificate signed by the chief financial officer of the Company,
      setting forth, in reasonable detail, the event requiring the adjustment
      and the method by which such adjustment is to be calculated. The
      certificate shall set forth, if applicable, a description of the basis on
      which the Board of Directors determined, as applicable, the Fair Market
      Value Per Share, the fair market value (determined by the Board of
      Directors in good faith) of any evidences of indebtedness, shares of
      stock, other securities, warrants, other subscription or purchase rights,
      or other property or the equitable nature of any adjustment under Section
      7(b) or (c) hereof, the new number of Warrant Shares issuable upon the
      exercise of each Warrant and, if applicable, any new securities or
      property to which each respective Holder is entitled. The Company shall
      promptly cause a copy of such certificate to be delivered to each Holder
      within the time period set forth in the definition of Fair Market Value
      Per Share and each Holder may object thereto. The Company shall keep at
      its Principal Office copies of all such certificates and cause the same to
      be available for inspection at said office during normal business hours by
      any Holder or any prospective purchaser of a Warrant (in whole or in part)
      if so designated by a Holder.


                                       14
<PAGE>
            (e) No Change in Warrant Terms on Adjustment. Irrespective of any
adjustment in the Exercise Price and/or the number of Warrant Shares, each
Warrant may continue to express the same Exercise Price and number of Warrant
Shares as are stated therein and such Exercise Price and number of Warrant
Shares issuable upon the conversion thereof shall be deemed to have been
automatically so adjusted.

      SECTION 8. Transfers of Warrants.

            (a) Transfer and Exchanges. The Company shall initially record each
Warrant on a register to be maintained by the Company with its other stock books
and, subject to Section 8(b) hereof, from time to time thereafter shall transfer
each Warrant on such register when such Warrant is: (i) surrendered by the
Holder to the Company for transfer in accordance with the terms hereof, (ii)
properly endorsed by the Holder and accompanied by appropriate instructions, and
(iii) accompanied by payment in cash or by check, bank draft or money order
payable to the order of the Company, in United States currency, of an amount
equal to any stamp or other tax or governmental charge or fee required to be
paid in connection with the transfer thereof. Upon any such transfer, a new
Warrant or Warrants shall be issued to the transferee or transferees and, in the
event that such Warrant is only partially transferred, to the affected Holder,
and the surrendered Warrant shall be canceled. Each such transferee shall
succeed to all of the rights of the transferring Holder under this Agreement or
in the event that such Warrant is only partially transferred, the transferring
Holder and such transferee shall, simultaneously, hold rights hereunder in
proportion to the portions of the Warrant transferred and retained,
respectively.

            (b) Transfers Subject to Securities Laws; Stockholders Agreement.
Subject to the restrictions set forth in this Section 8, each Holder may at any
time and from time to time freely transfer its Warrant and Warrant Shares in
whole or in part. No Warrant has been, and the Warrant Shares at the time of
their issuance may not be, registered under the Securities Act, and, except as
provided in the Registration Rights Agreement, nothing herein contained shall be
deemed to require the Company to so register any Warrant or Warrant Shares. The
Warrants and the Warrant Shares are issued subject to the terms and conditions
contained herein and in the Purchase Agreement, and every Holder (and any
transferee or transferees of such Holder) by accepting any Warrant agrees to be
bound by such provisions and conditions and represents to the Company that such
Warrant has been acquired, and the Warrant Shares will be acquired, for the
account of such Holder for investment and not with a view to or for sale in
connection with any distribution thereof. Each certificate representing Warrant
Shares issued to a Holder upon exercise of a Warrant and each certificate
representing Warrant Shares issued to any subsequent transferee of any such
certificate, shall be stamped or otherwise imprinted with a legend in
substantially the form as follows:

      THIS WARRANT TO PURCHASE COMMON STOCK AND THE SHARES OF COMMON STOCK THAT
      MAY BE PURCHASED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES
      LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE
      ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO
      SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE

                                       15
<PAGE>
      SECURITIES ACT OR TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE
      ACT RELATING TO THE DISPOSITION OF SECURITIES AND (2) IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS.

      SECTION 9. Miscellaneous Injunctive Relief. On the occurrence of any
breach of this Agreement or any Warrant, each Holder may, at its option, and in
addition to all other remedies it may have otherwise or under applicable law,
(i) at the Company's expense, elect to have the Warrant Shares issuable upon the
exercise of such Warrant fully and completely recomputed, subject to adjustment
as provided herein, in order to remove and remedy any prejudice which has been
or might have been caused to it by such breach, including, without limitation,
rescinding and annulling any or all exercises of any Warrant, and waivers or
agreements made subsequent to such breach; and (ii) bring any action for
injunctive relief or specific performance of any term or covenant contained
herein or in any Warrant, the Company hereby acknowledging that an action for
money damages may not be adequate to protect the interests of the Holders
hereunder.

            (b) Survival of Provisions. Notwithstanding the full exercise by any
Holder of its Warrant(s), the provisions of this Agreement and each Warrant
shall survive such exercise.

            (c) Delays, Omissions and Indulgences. No delay or omission to
exercise any right, power or remedy accruing to any Holder upon any breach or
default of the Company hereunder or under any Warrant shall impair any such
right, power or remedy, nor shall it be construed to be a waiver of any such
breach or default, or any acquiescence therein, or of or in any similar breach
or default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring.

            (d) Amendment and Waiver. Any amendment, supplement or modification
of or to any provision of this Agreement, any waiver of any provision of this
Agreement, and any consent to any departure of the Company from the terms of any
provision of this Agreement, shall be effective (a) only if it is made or given
in writing and signed by the Company and each Holder affected by such amendment,
and (b) only in the specific instance and for the specific purpose for which
made or given. Any amendment, supplement, modification or waiver of or to any
provision of this Agreement with respect to an individual Holder shall apply
only to such Holder and shall not constitute an amendment, supplement,
modification or waiver with respect to any other Holder hereunder.

            (e) Rights of Transferees. The rights granted to the Holders
hereunder and under each Warrant shall pass to and inure to the benefit of all
subsequent transferees of all or any portion of a Warrant (provided that each
Holder and any transferee shall hold such rights in proportion to the amount of
such Warrant held by each party) until extinguished pursuant to the terms
hereof.

            (f) Section Headings. The titles and captions of the sections,
subsections and other provisions hereof are for convenience of reference only
and are not to be considered in construing this Agreement.


                                       16
<PAGE>
            (g) Notices. All notices and other communications provided for
hereunder shall be in writing and personally delivered, delivered by
nationally-recognized overnight courier, mailed, or sent by facsimile, if to the
Company or any Holder, to:

                  (i) if to the Company,

                      Evergreen Solar, Inc.
                      259 Cedar Hill Street
                      Marlboro, Massachusetts  01752
                      Attention: Richard G. Chleboski, Chief Financial Officer,
                                 Vice President, Treasurer and Secretary
                      Fax: (508) 357-2279

                  (ii) if to any Holder, to the address shown for such Holder on
      the Schedule or Purchasers attached as Exhibit A to the Purchase
      Agreement, marked for attention as there indicated.

or to such other address as the party to whom notice is to be given may have
furnished to the other in writing in accordance with the provisions of this
Section 9(g). Any such notice or communication will be deemed to have been
received: (A) in the case of telecopy or personal delivery, on the date of such
delivery; (B) in the case of nationally-recognized overnight courier, on the
next business day after the date sent; and (C) if by registered or certified
mail, on the third business day following the date postmarked.

            (h) Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns, provided that the Company shall have no right to assign its rights, or
to delegate its obligations, hereunder without the prior written consent of each
Holder, except pursuant to a Transaction in which the surviving entity agrees in
writing to assume all of the covenants, liabilities and obligations of the
Company hereunder.

            (i) Severability. If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired, unless the provisions held
invalid, illegal or unenforceable shall substantially impair the benefits of the
remaining provisions hereof.

            (j) Governing Law. This Agreement shall be deemed to be a contract
made under, and shall be construed in accordance with, the laws of the Delaware,
without giving effect to conflict of laws principles thereof.

            (k) Counterparts. This Agreement may be executed simultaneously in
any number of counterparts, each of which when so executed and delivered shall
be taken to be an original; but such counterparts shall together constitute but
one and the same document.

                            [SIGNATURE PAGES FOLLOW]


                                       17
<PAGE>
      IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly
executed as of the date first above written.

                                         THE COMPANY:


                                         EVERGREEN SOLAR, INC.


                                         By: /s/ Richard M. Feldt
                                             -----------------------------------
                                             Name:  Richard M. Feldt
                                             Title: Chief Executive Officer and
                                                    President


                                         THE HOLDERS:


                                         LOEB PARTNERS CORPORATION,
                                         on behalf of its affiliated entities

                                         By:      /s/ Robert Grubin
                                                  -----------------
                                                  Name: Robert Grubin
                                                  Title: Vice-President

                                         LB I GROUP INC.

                                         By:      /s/ Fred E. Steinberg
                                                  ---------------------
                                                  Name: Fred E. Steinberg
                                                  Title: Vice-President

                                         ALEXANDRA GLOBAL MASTER FUND LTD.

                                         By:      /s/ Mikhail Filimonov
                                                  ---------------------
                                                  Name: Mikhail Filimonov
                                                  Title: Chairman


                                       18
<PAGE>
                                         OMICRON MASTER TRUST

                                         By:      Omicron Capital L.P., as
                                                  advisor
                                         By:      Omicron Capital Inc., its
                                                  general partner

                                         By:      /s/ Olivier Morali
                                                  ------------------
                                                  Name: Olivier Morali
                                                  Title: President

                                         SF CAPITAL PARTNERS LTD.

                                         By:      /s/ Michael A. Roth
                                                  -------------------
                                                  Name: Michael A. Roth
                                                  Title: Authorized Signatory

                                         GRACE BROTHERS, LTD

                                         By:      /s/ Bradford T. Whitmore
                                                  ------------------------
                                                  Name: Bradford T. Whitmore
                                                  Title: General Partner

                                         CRT CAPITAL GROUP LLC

                                         By:      /s/ Michael Vaughn
                                                  ------------------
                                                  Name: Michael Vaughn
                                                  Title: Managing Member

                                         TRUK OPPORTUNITY FUND, LLC

                                         By:      Atoll Asset Management, LLC

                                         By:      /s/ Michael E. Fein
                                                  -------------------
                                                  Name: Michael E. Fein
                                                  Title: Principal

                                         TRUK INTERNATIONAL FUND, LP

                                         By:      Atoll Asset Management, LLC

                                         By:      /s/ Michael E. Fein
                                                  -------------------
                                                  Name: Michael E. Fein
                                                  Title: Principal


                                       19
<PAGE>
                                         PORTSIDE GROWTH AND
                                         OPPORTUNITY FUND

                                         By:      /s/ Jeff Smith
                                                  --------------
                                                  Name: Jeff Smith
                                                  Title: Authorized Signatory

                                         MORGAN STANLEY AND CO.
                                         INTERNATIONAL LIMITED

                                         By:      /s/ Lars Lemonius
                                                  -----------------
                                                  Name: Lars Lemonius
                                                  Title: Authorized Signatory

                                         DOUBLE BLACK DIAMOND
                                         OFFSHORE LDC

                                         By:      Carlson Capital, L.P., its
                                                  investment advisor

                                         By:      Asgard Investment Corp., its
                                                  general partner

                                         By:      /s/ Clint D. Carlson
                                                  --------------------
                                                  Name: Clint D. Carlson
                                                  Title: President

                                         BLACKMORE PARTNERS LP

                                         By:      Amjac Capital Management, its
                                                  general partner

                                         By:      /s/ Jeffrey W. Priest
                                                  ---------------------
                                                  Name: Jeffrey W. Priest
                                                  Title: Managing Member

                                         BLACKMORE WALLACE PARTNERS LP

                                         By:      Amjac Capital Management, its
                                                  general partner

                                         By:      /s/ Jeffrey W. Priest
                                                  ---------------------
                                                  Name: Jeffrey W. Priest
                                                  Title: Managing Member


                                       20
<PAGE>
                                         BLACKMORE OFFSHORE FUND, LTD.

                                         By:      /s/ Jeffrey W. Priest
                                                  ---------------------
                                                  Name: Jeffrey W. Priest
                                                  Title: Portfolio Manager/
                                                         Investment Advisor


                                       21
<PAGE>
                                    EXHIBIT A

                               SCHEDULE OF HOLDERS

<TABLE>
<CAPTION>
NAME:                                                  NUMBER OF WARRANT SHARES:
-----                                                  -------------------------
<S>                                                    <C>
Loeb Partners Corporation                              287,356

LB I Group Inc.                                        574,713

Alexandra Global Master Fund Ltd.                      114,943

Omicron Master Trust                                   57,471

SF Capital Partners Ltd.                               172,414

Grace Brothers LTD                                     344,828

CRT Capital Group LLC                                  412,240

Truk Opportunity Fund, LLC                             41,850

Truk International Fund, LP                            3,150

Portside Opportunity and Growth Fund                   114,943

Morgan Stanley and Co. International Limited           114,943

Double Black Diamond Offshore LDC                      13,200

Blackmore Partners LP                                  6,900

Blackmore Wallace Partners, LP                         19,200

Blackmore Offshore Fund, Ltd.                          20,700

                             Total:                    2,298,851
</TABLE>


                                       22
<PAGE>
                                    EXHIBIT B

                                 FORM OF WARRANT

                  THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES OF COMMON
                  STOCK THAT MAY BE PURCHASED HEREUNDER HAVE NOT BEEN REGISTERED
                  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
                  ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED,
                  SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT
                  (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH
                  SECURITIES WHICH IS EFFECTIVE UNDER THE SECURITIES ACT OR TO
                  AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT
                  RELATING TO THE DISPOSITION OF SECURITIES AND (2) IN
                  ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

                              EVERGREEN SOLAR, INC.

                          COMMON STOCK PURCHASE WARRANT

                                  Number _____

      THIS IS TO CERTIFY that [______________] and its transferees, successors
and assigns (the "Holder"), for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, is entitled to purchase from
EVERGREEN SOLAR, INC., a Delaware corporation (the "Company"), at a price per
share equal to the Exercise Price, [______] fully paid and nonassessable shares
of the common stock, par value $0.01 per share, of the Company (the "Common
Stock"), subject to the terms and conditions of the Warrant Agreement, as
amended, supplemented or modified from time to time (the "Warrant Agreement"),
dated as of the date hereof, between the Company and the other parties thereto.
The Exercise Price and the number of shares of Common Stock subject to this
Warrant are subject to adjustment and readjustment from time to time as set
forth in Section 7 of the Warrant Agreement. Capitalized terms used herein shall
have the meanings ascribed to such terms in the Warrant Agreement.

      Payment of the Exercise Price may be made as set forth in Section 3 of the
Warrant Agreement.


                                       23
<PAGE>
      If this Warrant is not exercised on or before 5:00 p.m. Eastern time on
the Expiration Date, this Warrant shall become void and all rights hereunder
shall cease as of such time, except as provided in the Warrant Agreement.

      This Warrant is one of the Warrants issued pursuant to the Warrant
Agreement and is subject to, and entitled to the benefits of, all of the terms,
provisions and conditions of the Warrant Agreement, which Warrant Agreement is
hereby incorporated by reference herein and made a part hereof. This Warrant may
not be amended except as set forth in the Warrant Agreement. The Warrant
Agreement sets forth a full description of the rights, limitations of rights,
obligations, duties and immunities of the Company and the Holder with respect to
this Warrant. Copies of the Warrant Agreement are on file at the Principal
Office of the Company.

      IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in
its name by its president and attested by its secretary, as of the 21st day of
June, 2004.

                                          EVERGREEN SOLAR, INC.



                                          By:___________________________________
                                          Name:_________________________________
                                          Title:________________________________

ATTEST:

By:___________________________
Name:_________________________
Title:   Secretary

[CORPORATE SEAL]


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                                    EXHIBIT C

                           FORM OF NOTICE OF EXERCISE

To:   Evergreen Solar, Inc.


      1. The undersigned, pursuant to the provisions of the attached Warrant,
hereby elects to exercise such Warrant with respect to ________ shares of Common
Stock (the "Exercise Amount"). Capitalized terms used but not otherwise defined
herein have the meanings ascribed thereto in the attached Warrant.

      2. The undersigned herewith tenders payment for such shares in the
following manner (please check type, or types, of payment and indicate the
portion of the Exercise Price to be paid by each type of payment):

          ____   Exercise for Cash

          ____   Cashless Exercise

      3. Please issue a certificate or certificates representing the shares
issuable in respect hereof under the terms of the attached Warrant, as follows:


       _________________________________________________________________
                       (Name of Record Holder/Transferee)



and deliver such certificate or certificates to the following address:


       _________________________________________________________________

       _________________________________________________________________

       _________________________________________________________________

       _________________________________________________________________
                      (Address of Record Holder/Transferee)

      4. The undersigned represents that the aforesaid shares are being acquired
for the account of the undersigned for investment and not with a view to, or for
resale in connection

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<PAGE>
with, the distribution thereof and that the undersigned has no present intention
of distributing or reselling such shares.

      5. If the Exercise Amount is less than all of the shares of Common Stock
purchasable hereunder, please issue a new warrant representing the remaining
balance of such shares, as follows:


       _________________________________________________________________
                       (Name of Record Holder/Transferee)

and deliver such warrant to the following address:

       _________________________________________________________________

       _________________________________________________________________

       _________________________________________________________________
                      (Address of Record Holder/Transferee)

      In witness whereof, the undersigned Holder has caused this Notice of
Exercise to be executed as of this _____ day of __________, ______.



                                      __________________________________________
                                      (Name of Holder)



                                      By:_______________________________________


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