AMENDED AND RESTATED LICENSE& TECHNOLOGY TRANSFER AGREEMENT

This Amended and Restated License& Technology Transfer Agreement (this "AGREEMENT") is made by and between Evergreen Solar, Inc., a Delaware corporation ("E"), and EverQ GmbH, a limited liability company (GmbH), incorporated under the laws of the Federal Republic of Germany ("VENTURECO" or "EverQ"), as of the Effective Date. E and VentureCo are hereinafter referred to individually by their respective names or as "PARTY" and collectively as "PARTIES."

RECITALS:

WHEREAS, E, Q Cells AG ("Q") and Renewable Energy Corporation ("REC") have entered into that certain Master Joint Venture Agreement (Notarial Deed nr. 287/2005 of the Berlin notary public Dr. Rudolfvon Hanstein, the "MASTER AGREEMENT") which is deemed to be incorporated into this Agreement where this Agreement refers to the Master Agreement (and remains incorporated notwithstanding termination of the Master Agreement), pursuant to which, among other things, the Parties have agreed to enter this Agreement;