CONVERSION, CONSENT, VOTING AND LOCK-UP AGREEMENT



            This CONVERSION, CONSENT, VOTING AND LOCK-UP AGREEMENT, dated June

21, 2004 (this "Agreement"), by and among Evergreen Solar, Inc., a Delaware

corporation (the "Company"), Richard M. Feldt ("Feldt"), Philip J. Deutch

("Deutch"), Tim Woodward ("Woodward"), Charles J. McDermott ("McDermott"), Luc

Charron ("Charron"), Dr. Robert W. Shaw, Jr. ("Shaw"), Dr. Brown Williams

("Williams"), Dr. William P. Sommers ("Sommers"), Richard G. Chleboski

("Chleboski"), Mark A. Farber ("Farber"), Dr. Jack Hanoka ("Hanoka"), Hanoka

Evergreen Limited Partnership ("Hanoka LP" and together with Feldt, Deutch,

Woodward, McDermott, Charron, Shaw, Williams, Sommers, Chleboski, Farber, Shaw

and Hanoka, the "Common Stockholders") and each of holders of shares of Series A

Convertible Preferred Stock, $0.01 par value per share of the Company electing

to return a signature page hereto to the Company prior to 8:00 a.m. eastern

standard time on Friday, June 18, 2004 (each a "Series A Stockholder" and

collectively, the "Series A Stockholders" and collectively with the Common

Stockholders, the "Stockholders"). Unless otherwise provided in this Agreement,

capitalized terms used herein have the respective meanings given to them in that

certain Stock and Warrant Purchase Agreement, dated as of even date herewith

(the "Purchase Agreement"), among the Company and Loeb Partners Corp., LB I

Group Inc., Alexandra Global Master Fund Ltd., Omicron Master Trust, SF Capital

Partners, Grace Brothers LTD, CRT Capital Group LLC, Truk Opportunity Fund LLC,

Truk International Fund LP, Portside Opportunity and Growth Fund, Morgan Stanley

& Co. International Limited, Double Black Diamond Offshore LDC, Blackmore

Partners LP, Blackmore Wallace Partners and Blackmore Offshore Fund, Ltd.

(collectively, the "Purchasers").



            WHEREAS, the Company has agreed with the Purchasers to enter into

the Purchase Agreement providing for the issuance and sale by the Company to the

Purchasers of (i) an aggregate of 7,662,835 shares of Common Stock

(collectively, the "Common Shares") and (ii) warrants to purchase an aggregate

of 2,298,851 shares of Common Stock at an exercise price per share equal to

$3.335 (collectively, the "Warrants");



            WHEREAS, in order to induce the Purchasers to enter into the

Purchase Agreement, (i) the Purchasers and CRT Capital Group, LLC (the

"Placement Agent") on behalf of the Purchasers have requested that the

Stockholders, and certain Stockholders have agreed to, enter into this Agreement

with respect to all of the Shares (as such term is defined below) that such

Stockholders beneficially own and (ii) the Stockholders and the Company

acknowledge that each of the Purchasers is a third party beneficiary of this

Agreement;

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            WHEREAS, in consideration of the agreement of the Company and the

Purchasers to enter into the Purchase Agreement, the Stockholders have agreed to

enter into this Agreement;



            WHEREAS, the Series A Stockholders have agreed to (i) convert all of

the outstanding shares of Series A Convertible Preferred Stock, par value $0.01

per share (the "Series A Preferred Shares") held by them effective immediately

prior to the consummation of the transactions contemplated by the Purchase

Agreement and (ii) to consent to the amendment and restatement of that certain

Registration Rights Agreement dated as of May 15, 2003 by and among the Company

and the Series A Purchasers (such Registration Rights Agreement as amended and

restated, the "Amended and Restated Registration Rights Agreement");



            WHEREAS, the Purchasers desire to cause the Company to amend its

Third Amended and Restated Certificate of Incorporation, as amended to date, in

order to increase the amount of the Company's authorized Common Stock, so that a

sufficient number of shares of Common Stock will be available for issuance in

connection with the consummation of the transactions contemplated by the

Purchase Agreement and for general corporate purposes (the "Charter Amendment");



            WHEREAS, the rules and regulations of the Nasdaq National Market

("NASDAQ") may limit or prohibit the issuance of the entire amount of the Common

Shares, the Warrants and the Common Shares issuable upon exercise of the

Warrants as contemplated by the Purchase Agreement (the "Securities Issuance")

unless and until the stockholders of the Company have voted to approve the

Securities Issuance;



            WHEREAS, the Stockholders have agreed to vote in favor of the

Securities Issuance if the rules and regulations of NASDAQ require the

stockholders of the Company to vote to approve all or a portion of the

Securities Issuance (the "Stockholder Vote");



            WHEREAS, it is a condition to the Purchasers' obligations under the

Purchase Agreement that the Company and the Stockholders enter into this

Agreement for the purpose of setting forth the terms and conditions pursuant to

which such Stockholders will agree to convert all of the Series A Preferred

Shares held by them and to vote all their shares of voting capital stock of the

Company now owned or that may hereafter be acquired (whether upon the exercise

of warrants or options or otherwise) by such Stockholder (the "Shares");



            WHEREAS, in order to induce each of the Series A Stockholders to

execute this Agreement and to convert all of the Series A Shares held by each

such Series A Stockholder into shares of Common Stock effective immediately

prior to the consummation of the transactions contemplated by the Purchase

Agreement, the Company has agreed that each Series A Stockholder executing this

Agreement and converting all of the Series A Shares held by such Series A

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