MASTER JOINT VENTURE AGREEMENT

<PAGE>

                                                                   Exhibit 10.17

CONFIDENTIAL TREATMENT REQUESTED: Certain portions of this document have been
omitted pursuant to a request for confidential treatment and, where applicable,
have been marked with an asterisk ("[****]") to denote where omissions have been
made. The confidential material has been filed separately with the Securities
and Exchange Commission.


                         MASTER JOINT VENTURE AGREEMENT

                                  BY AND AMONG

                              EVERGREEN SOLAR, INC.

                                  Q - CELLS AG

                          RENEWABLE ENERGY CORPORATION

                                       AND

                                   EVERQ GMBH

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
ARTICLE I.    Relation to Existing Agreements; Interpretation, Relation
              to Articles, Participation of EverQ........................     4
   1.1           Relation to Existing Agreements.........................     4
   1.2           Definitions.............................................     4
   1.3           Headings and Other Interpretation.......................    11
   1.4           Relation to Articles of Association.....................    11
   1.5           German Legal Terms......................................    11
   1.6           Participation of EverQ..................................    11

ARTICLE II.   Purpose of EverQ, Share Sale and Transfer..................    12
   2.1           Purpose of EverQ........................................    12
   2.2           Share Transfer in EverQ.................................    12

ARTICLE III.  Management and Operation of EverQ..........................    13
   3.1           Management and Supervision of EverQ.....................    13
   3.2           Accounting Matters; Basic Financial Inspection Rights...    13
   3.3           Other Financial Matters.................................    14
   3.4           Second REC Supply Agreement and REC Option..............    14
   3.5           Capacity Expansion and Additional Financing.............    15
   3.6           Directors...............................................    19
   3.7           Indemnification.........................................    19

ARTICLE IV.   Restrictions on Transfer; Right of First Refusal for Sale
              of Shares..................................................    20
   4.1           Restrictions on Transfer; Exceptions....................    20
   4.2           Right to Notice.........................................    20
   4.3           Exercise of Right of First Refusal......................    20
   4.4           Right to Sell to Third Party............................    21
   4.5           Reinstatement of Right of First Refusal.................    21
   4.6           Change of Control.......................................    21
   4.7           Co-Selling Rights.......................................    21
   4.8           Adherence by Third Party................................    21
   4.9           Relation to Articles of Association.....................    21

ARTICLE V.    Term and Termination.......................................    22
   5.1           Term....................................................    22
   5.2           Termination by mutual consent...........................    22
   5.3           Expulsion for Breach....................................    22
   5.4           Termination after [****]................................    26
   5.5           Termination in Case of Sale and Transfer................    26
   5.6           Post-Termination Covenants..............................    26
</TABLE>


                                      -i-

<PAGE>

<TABLE>
<S>                                                                         <C>
ARTICLE VI.   Closing Conditions.........................................    27
   6.1           Conditions to Obligations of REC........................    27
   6.2           Conditions to the Obligations of E and Q................    27

ARTICLE VII.  Warranties.................................................    27
   7.1           Warranties of Q.........................................    27
   7.2           Warranties of E.........................................    29
   7.3           Warranties of REC.......................................    31
   7.4           Additional Representations and Warranties by EVERQ......    33
   7.5           Additional Representations and Warranties by E and Q
                 pertaining to EverQ.....................................    35

ARTICLE VIII. Liability and Limitations of Liability.....................    36
   8.1           Liability...............................................    36
   8.2           Definitions.............................................    37
   8.3           Determination of the Amount of Damage...................    37
   8.4           Limitations of Liability for Breach of Warranties.......    37
   8.5           GENERAL LIMITATION OF LIABILITY.........................    38

ARTICLE IX.   Additional Agreements......................................    38
   9.1           Marketing...............................................    38
   9.2           Q Manufacturing Right of First Refusal..................    38
   9.3           REC Manufacturing Right of First Refusal................    39
   9.4           Relation of Sections 9.2 and 9.3........................    40
   9.5           [****]..................................................    41
   9.6           Cooperation to Pursue Tax Efficiencies..................    42
   9.7           Confidentiality.........................................    42
   9.8           Reasonable Efforts......................................    44
   9.9           Standstill..............................................    44
   9.10          Employee Matters........................................    45
   9.11          Covenant Regarding REC Services Agreement...............    45

ARTICLE X.    Miscellaneous..............................................    45
   10.1          Expenses................................................    45
   10.2          Further Assurances......................................    46
   10.3          Notices.................................................    46
   10.4          Governing Law and Dispute Resolution....................    47
   10.5          Binding Effect..........................................    47
   10.6          Assignment..............................................    48
   10.7          No Third Party Beneficiaries............................    48
   10.8          Foreign Corrupt Practices Act...........................    48
   10.9          Sarbanes-Oxley and Nasdaq Covenant......................    48
   10.10         Amendment, Waivers......................................    49
   10.11         Entire Agreement........................................    49
   10.12         No Joint Venture or Partnership.........................    49
   10.13         Language for Joint Venture and this Agreement...........    49
</TABLE>


                                      -ii-

<PAGE>

<TABLE>
<S>                                                                         <C>
   10.14         Voting and other rights.................................    49
   10.15         Severability............................................    50
</TABLE>

EXHIBITS

Exhibit A         Articles of Association
Exhibit A-1       German Translation of Articles of Association
Exhibit 7.4 (a)   EverQ Balance sheet as of September 30, 2005
Exhibit 7.4 (e)   List of EverQ personnel and pensions
Exhibit 7.4 (f)   Material Agreements
Exhibit 7.4 (h)   EverQ Insurance

SCHEDULES

Schedule 3.4   Second REC Supply Agreement


                                     -iii-
<PAGE>

                         MASTER JOINT VENTURE AGREEMENT

     This Master Joint Venture Agreement (the "AGREEMENT") is made and entered
into as of the 4th day of November, 2005, by and between

     Evergreen Solar, Inc., a Delaware corporation with its principal executive
offices located at 138 Bartlett Street, Marlboro, Massachusetts, USA
("EVERGREEN" or "E"),

     Q-Cells AG, a stock corporation organized under the laws of Germany with
its principal executive offices located at Guardianstr. 16, 06766 Thalheim,
Germany (,,Q-CELLS" or "Q"),

     Renewable Energy Corporation, a stock corporation organized under the laws
of Norway with its principal executive offices located at Veritasveien 14,
N-1323 Hovik, NORWAY ("REC")

     and

     EverQ GmbH, a limited liability company organized under the laws of Germany
with its principal offices located at Guardianstr. 16, 06766 Thalheim, Germany
(,,EVERQ").

     Capitalized terms used herein shall have the meaning ascribed to them in
SECTION 1.2.

                                    RECITALS

     WHEREAS:

     The Parties are each engaged in the manufacture and distribution of solar
products.

A.   Evergreen Solar

     Evergreen has unique and proprietary String Ribbon wafer manufacturing
     technology which, when fully developed, may have a very low cost potential.
     Evergreen has an active research program to continue to develop its
     advanced string ribbon technology and, assuming the successful growth of
     EverQ, intends to channel its main future growth through EverQ.

<PAGE>

B.   EverQ

     EverQ is a recently created joint venture between Q-Cells and Evergreen to
     manufacture String Ribbon wafers, photovoltaic cells and modules
     incorporating such wafers based on the combination of their respective
     technologies and expertise. Construction of the first 30 MW factory has
     started in Thalheim, Germany, which is expected to commence production in
     March[****]. Assuming the factory achieves its objectives, Q-Cells and
     Evergreen plan on expanding the EverQ joint venture in Thalheim to 120 MW
     as soon as practicable, and to look to establish factories in other
     locations worldwide.

C.   REC

     REC is, via its subsidiary Solar Grade Silicon Holding, Inc. with
     production at Moses Lake, Washington, USA and Butte, Montana USA ("SGS"),
     the world leader in the production of solar grade silicon. REC is currently
     performing large scale technology tests with the objective of producing
     commercial quantities of the granular form factor of silicon feedstock that
     is needed by Evergreen for its wafer manufacturing process. REC is also the
     world's largest suppliers of high quality silicon wafers for photovoltaic
     applications. At present REC produces silicon wafers through its unique and
     proprietary casting and slicing processes.

D.   Q-Cells

     Q-Cells is the largest independent manufacturer of crystalline silicon
     solar cells in the world. Q-Cells is in the midst of a capacity expansion
     that will provide them with 350 MW of solar cell manufacturing capacity.
     Q-Cells has active programs to increase the efficiency and reduce the cost
     to convert wafers into solar cells.

E.   Benefits to Parties

     The Parties believe that it is in their mutual best interest to have REC
     become a shareholder of EverQ and provide additional support via the REC
     Supply Agreements and the REC License Agreement, as well as establish a
     close collaboration with Evergreen on technology sharing and potentially
     String Ribbon wafer production. The Parties further believe that combining
     their respective technologies and capabilities would have a number of
     benefits including:

     (1)  REC

          (a)  Access to String Ribbon wafer technology through EverQ
               [****]

          (b)  Technology transfer/sharing with Evergreen

          (c)  Equity participation in EverQ


                                      -2-

<PAGE>

          (d)  Secure high value customer for scaling of granular silicon

          (e)  [****]

     (2)  Evergreen

          (a)  Technology transfer/sharing with REC

          (b)  Secure silicon supply at attractive market related pricing

          (c)  Accelerated development and proliferation of String Ribbon
               technology

          (d)  Initial substantial majority ownership of EverQ

     (3)  EverQ

          (a)  Secure silicon supply at attractive market related pricing

          (b)  Accelerated String Ribbon technology development (Evergreen
               responsibility)

          (c)  Accelerated technology and manufacturing systems development

     (4)  Q-Cells

          (a)  Improved cost position through EverQ

          (b)  Low-cost supply of String Ribbon wafers

          (c)  Reduced capital commitment

F.   Existing Agreements

     On 14 January 2005, E and Q have entered in to the following agreements
     regarding EverQ:

          (a) Master Joint Venture Agreement (notarial deed nr. 7 / 2005 of the
          Berlin notary public Dr. Rudolf von Hanstein) (the "EXISTING MJVA"),

          (b) E License Agreement (notarial deed nr. 5 / 2005 of the Berlin
          notary public Dr. Rudolf von Hanstein) (the "E LICENSE AGREEMENT"),

          (c) Q License Agreement (notarial deed nr. 6 / 2005 of the Berlin
          notary public Dr. Rudolf von Hanstein) (the "Q LICENSE AGREEMENT")
          (jointly the "EXISTING AGREEMENTS").

     The Existing MJVA will be replaced by this Agreement. Certified Copies of
     the Existing Agreements have been provided to all Parties who waive reading
     and attaching of the Existing Agreements to this Agreement.


                                      -3-

<PAGE>

NOW, THEREFORE, in consideration of the mutual promises, covenants,
representations, warranties and indemnities made herein and of the mutual
benefits to be derived herefrom, and for other good and valuable consideration
(the receipt and adequacy of which are hereby acknowledged), the Parties hereto
agree as follows:

                                   ARTICLE I.

     Relation to Existing Agreements; Interpretation, Relation to Articles,
                             Participation of EverQ

     1.1  Relation to Existing Agreements. The Existing MJVA is hereby replaced
by this Agreement as of the Signing Date. The other Existing Agreements have in
the meantime been amended by the Parties; such amended versions shall remain in
full force and effect.

     1.2 Definitions. For the purposes of this Agreement, capitalized terms
used herein shall have the respective meanings assigned thereto in this SECTION
1.2.

          "ACQUISITION PROPOSAL" has the meaning assigned in SECTION 4.2.

          "ACQUISITION PROPOSAL NOTICE" has the meaning assigned in SECTION 4.2.

          "ACT" has the meaning assigned in SECTION 10.8.

          "ACTION" means any claim, action, suit or arbitration, as well as any
inquiry, proceeding or investigation by or before any Governmental Authority.

          "ADDITIONAL CAPITAL CONTRIBUTIONS" has the meaning set forth in
SECTION 2.3.

          "AFFILIATE" means any Person directly or indirectly controlling or
controlled by, or under direct or indirect common control with, a Party at the
relevant time. For the purposes of this definition, "control" means the
beneficial ownership of more than fifty percent (50%) of the voting rights.

          "AGGREGATE EQUITY FUNDING" means [****], as adjusted to reflect
additional capital contributions after the Closing of this Agreement.

          [****]

          "ALTERNATIVE VENTURE" means a [****]


                                      -4-

<PAGE>

[****]

          [****]

          "ANNUAL PLAN" shall mean an annual business and operations plan as
determined by the Supervisory Board.

          "ARBITRATOR" has the meaning assigned in SECTION 5.3 (C)(II)(3).

          "ARTICLES OF ASSOCIATION" means the Articles of Association
(Gesellschaftsvertrag) of EverQ set forth as EXHIBIT A attached hereto (a German
translation is attached hereto as EXHIBIT A-1), together with any amendments
thereto approved by the Parties. Should there be a discrepancy between the
German and the English versions of the Articles, the English version shall
prevail and the Parties shall amend the German version of the Articles to
reflect the meaning of the English version.

          "BANKRUPTCY EVENT" means with regard to any Party:

                    a) such Party commencing a voluntary case or other
proceeding, or an involuntary case or other proceeding being commenced against
such Party and remaining undismissed and unstayed for a period of [****], in
either case seeking liquidation, reorganization or other relief with respect to
such Party or its debts under any applicable bankruptcy, reorganization,
composition, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of such Party or any substantial part of its property;

                    b) such Party consenting to any such relief or to the
appointment of or taking possession by any such official in an involuntary case
or other proceeding commenced against it; or

                    c) such Party admitting in writing its inability to pay its
debts generally as they become due or generally failing to pay such debts as
they become due or becoming subject to disposition of a clearing-house to
suspend transactions.

          "BREACHING PARTY" has the meaning assigned in SECTION 5.3.

          "BUSINESS DAY" means any day on which financial institutions are
generally open and available for business, and which is not otherwise a holiday,
in all of the German state of Saxony-Anhalt, the US state of Massachusetts and
Oslo, Norway.


                                      -5-

<PAGE>

          "BUSINESS YEAR" means the period of time which, according to EverQ's
Articles of Association, or relevant legislation, shall be the annual period
used for accounting and public reporting obligations of EverQ.

          "CAPACITY EXPANSION" has the meaning assigned in SECTION 3.5 (A).

          "CELL" means a crystalline silicon material substrate that has been
processed to provide electrical output from incident sunlight.

          "CHANGE OF CONTROL" means with respect to any entity, the acquisition
of such entity by another Person by means of any transaction or series of
related transactions (including, without limitation, any share acquisition, sale
of all or substantially all of the assets, reorganization, merger or
consolidation, but excluding any sale of shares for capital raising purposes)
other than a transaction or series of transactions in which the holders of the
voting securities of such entity outstanding immediately prior to such
transaction continue to retain (either by such voting securities remaining
outstanding or by such voting securities being converted into voting securities
of the surviving entity), as a result of shares in such entity held by such
holders prior to such transaction, more than 50% of the total voting power
represented by the voting securities of such entity or such surviving entity
outstanding immediately after such transaction or series of transactions.

          "CLOSING CONDITIONS" has the meaning assigned in SECTION 6.1 AND 6.2.

          "CLOSING DATE" means the day on which fulfillment or waiver of all
Closing conditions has occurred (and which the Parties agree is the Signing
Date).

          "CONCURRENT AGREEMENTS" means the Services Agreements, the License
Agreements, the REC Supply Agreements and the Evergreen Supply Agreement.

          "CONFIDENTIAL INFORMATION" has the meaning assigned in SECTION 9.7.

          "DIRECTOR" means a member of the Supervisory Board
(Aufsichtsratsmitglied) of EverQ.

          "DISCLOSING PARTY" has the meaning assigned in SECTION 9.7(A).

          "DISTRIBUTION" means the transfer of cash or other property whether by
way of dividend or otherwise to one or more of the Shareholders, or the purchase
or redemption of Shares for cash or other property.

          "EU" means European Union.

          "E FIRST REFUSAL NOTICE" has the meaning assigned in SECTION 9.2(B).

          "ELECTION NOTICE" has the meaning assigned in SECTION 4.3.


                                      -6-

<PAGE>

          "E LICENSE AGREEMENT" has the meaning assigned in the RECITALS (F).

          "E SERVICES AGREEMENT" has the meaning assigned in the RECITALS (F).

          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

          "EXISTING AGREEMENTS" has the Meaning assigned in the RECITALS (F).

          "EXISTING MJVA" has the Meaning assigned in the RECITALS (F).

          "FAIR MARKET PRICE" has the meaning assigned in SECTION 3.5(D).

          "FAIR MARKET VALUE" has the meaning assigned in SECTION 5.3(C).

          "EVERGREEN SUPPLY AGREEMENT" means a supply agreement between SGS and
Evergreen entered into on November 22, 2005

          "FIRST REC SUPPLY AGREEMENT" means the supply agreement between SGS
and EverQ attached hereto as EXHIBIT C.

          "FREE CASH" means, as of any date of determination, the amount of
liquid net assets held in cash and other liquid, short-term investment
instruments in excess of the amount which is sufficient to fund the operations
and investments of EverQ for the following [****] according to EverQ's
then-current budget projections.

          "GOVERNMENT INVESTMENT GRANT" means GA-grants (GA-Mittel; Mittel aus
dem Programm "Gemeinschaftsaufgabe Aufbau Neue Laender")

          "GOVERNMENTAL AUTHORITY" means any US, German or Norwegian, federal,
national, supranational, state, provincial, municipal, local, or similar
government, governmental, regulatory or administrative authority, agency or
commission or any court, tribunal, or judicial or arbitral body.

          "GOVERNMENTAL ORDER" means any order, writ, judgment, injunction,
decree, stipulation, determination or award entered by or with any Governmental
Authority.

          "GRANT IMPUNITY NOTICE" has the meaning assigned in SECTION 3.5
(C)(I).

          "IFRS" means International Financial Reporting Standards.

          "INDEMNIFIABLE CLAIMS" has the meaning assigned in SECTION 8.2.

          "INDEMNIFIED PARTY" has the meaning assigned in SECTION 8.2.

          "INDEMNIFYING PARTY" has the meaning assigned in SECTION 8.1.


                                      -7-

<PAGE>

          "INITIAL CAPACITY" has the meaning assigned in SECTION 3.5(A).

          "KNOWLEDGE" shall mean, with respect to a Party, the actual knowledge
of its officers and the members of the Board of Directors or Supervisory Board
of such Party, provided that such persons shall have made reasonable inquiry of
those employees and consultants, as the case may be, whom such officers or
members of the Board of Directors or the Supervisory Board reasonably believe
would have actual knowledge of the matters represented.

          "LAW" means any US, German or Norwegian, federal, national,
supranational, state, provincial, municipal, local or similar statute, law,
ordinance, regulation, rule, code, order, requirement or rule of law.

          "LIABILITIES" means any and all indebtedness or other liabilities and
obligations, whether accrued or fixed, absolute or contingent, matured or
unmatured or determined or determinable, including those arising under any Law,
Action, Governmental Order and those arising under any contract, agreement,
arrangement, commitment or undertaking.

          "LICENSE AGREEMENTS" means the E License Agreement, the Q License
Agreement and the REC License Agreement.

          "MANAGEMENT BOARD" shall mean the Management Board of Directors
(Geschaeftsfuerung) of EverQ.

          "MATERIAL AGREEMENT" means agreements entered into by EverQ with an
annual value above Euro 500,000.

          "MATERIAL BREACH" has the meaning assigned in SECTION 5.3.

          "MODULE" means an assembly of multiple, electrically connected Cells.

          "NEGOTIATION PERIOD" has the meaning assigned in SECTION 4.3.

          "NON-SELLING PARTIES" has the meaning assigned in SECTION 4.2.

          "PARTIES" means the parties to this Agreement, from time to time, and
a "PARTY" shall mean either E, Q or REC, as applicable.

          "PERCENTAGE INTERESTS" means the percentage interests of the Parties
in EverQ.

          "PERSON" means any natural person, firm, partnership, association,
corporation, company, trust, business trust, governmental authority or other
entity.

          "Q CONFIRMATION NOTICE" has the meaning assigned in SECTION 9.2(B).


                                      -8-

<PAGE>

          "Q LICENSE AGREEMENT" means the License & Technology Transfer
Agreement between Q and EverQ attached hereto as EXHIBIT C.

          "Q PREFERENTIAL OFFER" has the meaning assigned in SECTION 3.5(C).

          [****]

          "Q SERVICES AGREEMENT" has the meaning assigned in the RECITALS(F)..

          "REC LICENSE AGREEMENT" means the License & Technology Transfer
Agreement between REC and EverQ attached hereto as EXHIBIT B.

          "REC OPTION" has the meaning assigned in SECTION 3.4(B).

          "REC OPTION EXERCISE LETTER" has the meaning assigned in SECTION
3.4(B).

          "REC OFFER DATE" has the meaning assigned in SECTION 3.4(C).

          "REC SUPPLY AGREEMENTS" means the First REC Supply Agreement and the
Second REC Supply Agreement.

          "RECAPITALIZATION" means any stock dividend, stock split, combination
of shares, reorganization, recapitalization, reclassification or other similar
event.

          "RECEIVING PARTY" has the meaning assigned in SECTION 9.7(A).

          [****]

          "RIBBON TECHNOLOGY" means a technique in which a thin sheet of
silicon, typically polycrystalline silicon, is grown directly from molten
silicon. The sheet is generally grown in a vertical orientation without the use
of foreign substrate on which the silicon is formed, although some processes
grow the silicon in a horizontal direction and can use a substrate on which the
silicon is formed.

          [****]

          "SALE PERIOD" has the meaning assigned in SECTION 4.4.

          "SECOND REC SUPPLY AGREEMENT" has the meaning assigned in SECTION 3.4
(A).

          "SECURITIES ACT" means the Securities Act of 1934, as amended.

          "SELLING PARTY" has the meaning assigned in SECTION 4.2.


                                      -9-

<PAGE>

          "SERVICES AGREEMENTS" means the E Services Agreement, the Q Services
Agreement and the REC Services Agreement.

          "SGS" has the meaning assigned in the recitals.

          "SHAREHOLDER" means each of E, Q and REC and their respective
Affiliates.

          "SHARES" means shares of EverQ equity securities or securities
convertible or exchangeable into EverQ equity securities.

          "SIGNING DATE" means the date hereof.

          "STRING RIBBON TECHNOLOGY" means [****].

          "SUBJECT SHARES" has the meaning assigned in SECTION 4.2.

          "SUPERVISORY BOARD" means the Supervisory Board of Directors
(Aufsichtsrat) of EverQ.

          "TAX" or, collectively, "TAXES" means any and all German, United
States, provincial, state, local and other taxes, assessments and other
governmental charges, duties, impositions and liabilities, including taxes based
upon or measured by gross receipts, income, profits, sales, use and occupation,
and value added, ad valorem, transfer, franchise, withholding, payroll,
recapture, employment, excise and property taxes, together with all interest,
penalties and additions imposed with respect to such amounts, and any
obligations with respect to such amounts arising as a result of being a member
of an affiliated, consolidated, combined or unitary group for any period or
under any agreements or arrangements with any other Person and including any
liability for taxes of a predecessor or transferor entity.

          "TERMINATING PARTY" has the meanings assigned in ARTICLE 5, as
applicable.

          "TERMINATION CALL RIGHT" has the meanings assigned in SECTION 5.3(D)
AND SECTION 5.4 (B), as applicable.

          "TERMINATION SECURITIES" has the meaning assigned in SECTION 5.3(C).

          "THIRD PARTY" means a Person who is neither a Party nor an Affiliate
of a Party.

          "TRANSFER" has the meaning assigned in SECTION 4.1.

          "US GAAP" means the generally accepted accounting principles in the
United States.


                                      -10-

<PAGE>

          "EVERQ" has the meaning assigned in the RECITALS.

          "WAFER" means a crystalline silicon material substrate that is
intended to but has not yet been made into a Cell.

     1.3 Headings and Other Interpretation. In this Agreement (a) headings are
for convenience of reference only and shall not affect the interpretation of the
provisions of this Agreement except to the extent that the context otherwise
requires; (b) words importing the singular shall include the plural and vice
versa; (c) words denoting individuals shall include any form of entity and vice
versa; (d) words denoting any gender shall include all genders; (e) where any
act, matter or thing is required by this Agreement to be performed or carried
out on a certain day and that day is not a Business Day then that act, matter or
thing shall be carried out or performed on the next following Business Day; (f)
unless specified otherwise, any reference herein to any Article, Section,
clause, sub-article, sub-clause, Appendix or Exhibit shall be deemed to be a
reference to an Article, Section, clause, sub-article, sub-clause, Appendix or
Exhibit of this Agreement; (g) any reference to any agreement, document or
instrument shall refer to such agreement, document or instrument as amended,
modified, supplemented, or novated; and (h) the words "include," "including" and
the derivations thereof shall not be limiting.

     1.4 Relation to Articles of Association. In the event that this Agreement
and the Articles of Association of EverQ should differ in one or several
aspects, in the internal relation between E, Q and REC this Agreement shall
supersede the Articles of Association as far as this is legally permissible. E,
Q and REC hereby undertake that they shall cooperate with respect to the
adjustment of EverQ's Articles of Association in accordance with this Agreement.
The Parties shall whenever necessary exercise all voting and other rights and
powers available to them to procure the alteration of the Articles of
Association to the extent necessary to permit EverQ and its affairs to be
carried out as provided in this Agreement. For the avoidance of doubt, the
Articles of Association of EverQ do not conflict and are not to be treated as
conflicting with any provision of this Agreement by which the Parties agree to
procure that anything be or be not done. Subject as aforesaid, the Parties
hereby undertake to each other to observe and perform the provisions of the
Articles of Association of the Company.

     1.5 German Legal Terms. In case of doubt of the meaning of German legal
terms, the German words written in brackets and italics shall be definitive.

     1.6 Participation of EverQ. EverQ shall have no rights under this Agreement
and shall not be bound by any obligation hereunder with the exception of the
rights and obligations resulting from the representations and warranties under
ARTICLE VII and ARTICLE VIII.


                                      -11-

<PAGE>

                                  ARTICLE II.

                    Purpose of EverQ, Share Sale and Transfer

     2.1 Purpose of EverQ. The purpose of EverQ shall be the manufacturing and
marketing of String Ribbon based photovoltaic products. EverQ shall be a
manufacturing company designed to exploit the combined strengths of E, Q and
REC. The parties intend that EverQ shall:

          (a) manufacture Wafers using E's String Ribbon Technology;

          (b) process such Wafers into Cells using a fabrication process that
combines each Party's Cell manufacturing technologies;

          (c) assemble Cells into Modules;

          (d) conduct specific manufacturing and product technology-oriented
development work required to optimize its activities;

          (e) conduct all other activities necessary to the manufacture, test
and sale of such solar products with an initial focus on the manufacture, sale
and distribution of Modules; and

          (f) in connection with the foregoing activities, subcontract or
outsource to E, Q and/or REC those functions that E, Q and/or REC is able to
perform more efficiently than EverQ.

     2.2 Share Transfer in EverQ. On the Signing Date, E and Q shall immediately
after the signing of this Agreement split and transfer to REC their shares in
EverQ as follows:

          (a) E shall sell and transfer a split share of 11.1% in EverQ to REC,
and

          (b) Q shall sell and transfer a split share of 3.9% in EverQ to REC.

          (c) The purchase price per 1% in EverQ shall be calculated as follows:
1% of the Aggregate Equity Funding, plus [****], i.e., the purchase price per 1%
in EverQ shall be [****] In addition, REC shall compensate E and Q for any
adverse tax consequences directly resulting from such transfer.

          (d) The Parties shall enter into separate notarial deeds effecting
such sales and transfers.


                                      -12-

<PAGE>

                                  ARTICLE III.

                        Management and Operation of EverQ

     3.1 Management and Supervision of EverQ . The Parties shall cause EverQ to
be managed and supervised in accordance with the provisions of the Articles of
Association. In particular, unless otherwise specifically agreed to by the
Parties, the Parties shall cause specific duties and powers of the Supervisory
Board to be as set forth in Articles of Association. Subject to Section 1.4, the
Parties shall not take any action in contravention of the Articles of
Association.

     3.2 Accounting Matters; Basic Financial Inspection Rights.

          (a) Basic Accounting Matters. (i) The Parties shall cause EverQ to (i)
establish its annual accounts and report its annual results in accordance with
the applicable corporate laws of the Federal Republic of Germany, aiming at the
optimization of tax benefits of the Shareholders and (ii) make adjustments to
its accounts to reflect its financial position and results of operations in
accordance with U.S. GAAP.

               (ii) The Parties shall cause EverQ to keep books and records
reflecting all its respective transactions, complete and accurate in all
material respects.

               (iii) The Parties shall cause the fiscal year of EverQ to
commence on January 1 and end on December 31.

          (b) Basic Financial Information. The Parties shall cause EverQ to
furnish the following reports to each of E, Q and REC:

               (i) As soon as practicable after the end of each fiscal year of
EverQ, and in any event within forty (40) days after the end of each fiscal year
of EverQ, an audited consolidated balance sheet of EverQ as at the end of such
fiscal year, and consolidated statements of income and cash flows of EverQ for
such year, prepared in accordance with German GAAP (HGB), IFRS and US GAAP
consistently applied.

               (ii) As soon as practicable after the end of the first, second
and third quarterly accounting periods in each fiscal year of EverQ, and in any
event within twenty-five (25) days after the end of the first, second, and third
quarterly accounting periods in each fiscal year of EverQ, an unaudited
consolidated balance sheet of EverQ as of the end of each such quarterly period,
and unaudited consolidated statements of income and cash flows of EverQ for such
period, prepared in accordance with German GAAP (HGB), IFRS and US GAAP
consistently applied, subject to changes resulting from normal year-end audit
adjustments.

               (iii) Monthly profit and loss statements as soon as reasonably
practicable.


                                      -13-

<PAGE>

               (iv) Such other information relating to the financial condition,
business, prospects or corporate affairs of EverQ as E, Q or REC may from time
to time reasonably request.

          (c) Basic Financial Inspection Rights. During the regular office hours
of EverQ, and upon twenty-four (24) hours' notice to EverQ, E, Q and REC shall
have (i) full access to all properties, books of account and records of EverQ,
and (ii) the right to make copies from such books and records at their own
expense. Notwithstanding the foregoing, each Party will be entitled to any
inspection rights granted under German law.

     3.3  Other Financial Matters.

          (a) Annual Plan. The Parties shall cause the Management Board of EverQ
to prepare, and the Supervisory Board to consider and approve, an Annual Plan
with respect to each fiscal year of EverQ no later than thirty (30) days prior
to the commencement of each fiscal year.

          (b) Dividend Policy. The shareholders' meeting may declare and pay
Distributions with the approval of a majority of the votes; provided, however,
the Parties shall take all actions necessary to cause EverQ to require unanimous
approval of the shareholders prior to any Distribution (i) declared at any time
that Free Cash does not exist, (ii) if such Distribution shall cause Free Cash
not to exist immediately following such Distribution, or (iii) other than in a
manner proportionate to the respective ownership interests of the equity
securities of EverQ regardless of whether Free Cash exists.

     3.4  Second REC Supply Agreement and REC Option.

          (a) Second REC Supply Agreement. REC shall use its best endeavours to
increase the production facilities of SGS so that SGS is in a position to offer
to EverQ a second silicon feedstock supply agreement prior to [****], containing
the volumes and other principles and terms as laid down in SCHEDULE 3.4 and to
be sold to EverQ at [****] (the "SECOND REC SUPPLY AGREEMENT).

          (b) Subject to the condition precedent that prior to [****] either (i)
SGS and EverQ have signed the Second REC Supply Agreement (and the obligations
thereunder shall be binding in all respects without condition) or (ii) SGS has
offered (which offer remains open and available for [****]) to EverQ to enter
into the Second REC Supply Agreement, REC shall be entitled to increase its
shareholding in EverQ from 15 % to 21 % (the "REC OPTION"). To exercise the REC
Option, REC shall inform both E and Q in writing of its intention (the "REC
OPTION EXERCISE LETTER"). In order to be binding, the REC Option Exercise Letter
must be received by E and Q not later than [****] following the date on which
REC first offers the Second REC Supply Agreement to EverQ. Upon timely receipt
of the REC Option Exercise Letter, E shall sell and transfer one share
representing 6 % of the EverQ share capital to REC by way of notarial deed. To
prepare such


                                      -14-

<PAGE>

sale and transfer, E shall split its shares in EverQ correspondingly. The
purchase price of such 6% share shall be the Aggregate Equity Funding times 6%,
[****], calculated from the Signing Date, pro rated on a daily basis for partial
years assuming a 360-day year and 30-day months.

          (c) If SGS has not offered the Second REC Supply Agreement to EverQ by
[****], REC shall still be bound to procure that SGS offers to EverQ the Second
REC Supply Agreement at the earliest date by which the production capacity in
SGS allows such an offers. The date such offer is received by EverQ is the "REC
OFFER DATE". The obligation of REC to make such an offer for the Second REC
Supply Agreement in conjunction with future capacity increases and the REC
Option shall both expire on [****].

               (i) If by the REC Offer Date EverQ has already entered into one
or more alternative supply agreements that are similar in terms of volume and
duration with one or more third parties, the REC Option shall become void. In
addition, REC will be excluded from participating in future capital increases in
EverQ. REC hereby waives its corresponding subscription rights. In such a case,
all future capital increases shall be conducted [****]. The three preceding
sentences shall not apply to the extent the Q Prefential Offer according to
SECTION 3.5(C) is accepted; in such a case, REC shall be offered shares under
SECTION 3.5(C)(VI) to avoid dilution. If by the REC Offer Date EverQ has already
entered into one or more alternate supply agreements that are similar in terms
of volume and duration with one or more third parties, the REC obligation to
offer the Second REC Supply Agreement shall expire.

               (ii) If by the REC Offer Date EverQ has not yet entered into
corresponding supply agreements with a third party, the REC Option shall remain
in place provided, however, that in addition to the purchase price for the 6%
share REC shall pay to EverQ an additional amount of [****] for the [****] of
delay (such amount to be pro rated for any fraction of such month) and [****]
for each [****] (such amount to be pro rated for any fraction of a month),
provided however that total purchase price payable by REC, including any
additional delay amounts, shall in no case be higher then the Fair Market Value
as defined in Article 5.3 (c). The REC subscription rights in future capital
increases shall remain untouched.

     3.5  Capacity Expansion and Additional Financing.

          (a) It is the intent of the Parties that EverQ shall have an initial
capacity to manufacture 30 MW per year (the "INITIAL CAPACITY"). The Parties
shall use reasonable best efforts to cause EverQ to achieve the Initial Capacity
as soon as practicable. It is also the intent of the Parties that EverQ shall in
the short-term, if economically viable, expand its manufacturing capacity to 120
MW (the "CAPACITY EXPANSION"). Without limiting the foregoing, each of the
Parties shall, and shall cause EverQ to, approve the Capacity Expansion, if
economically viable, and commence substantial activities in furtherance of the
Capacity Expansion within [****].


                                      -15-

<PAGE>

          (b) A majority of the Supervisory Board which includes at least one
Director designated by each of not less than two of the Parties to this
Agreement shall have the ability to approve a Capacity Expansion following a
determination by such majority of the Supervisory Board that the Capacity
Expansion is in the best interest of EverQ.

          (c) Additional Financing. If, be it in relation to a Capacity
Expansion or otherwise, EverQ requests in writing from E, Q and REC additional
financing in addition to the funding as agreed by this Agreement (an "ADDITIONAL
FINANCING"), and the Shareholders approve the corresponding capital increase in
accordance with the Articles of Association (an "ADDITIONAL FINANCING REQUEST"),
the following shall apply:

               (i) Subject to REC's rights set forth in paragraph (vii) below, Q
shall be offered in writing to provide such amount of an Additional Financing to
enable it to increase its ownership interest in EverQ to a level equal to (but
not in excess of) the percentage then held by E (the "Q PREFERENTIAL OFFER").
Unless otherwise agreed to by the Parties, the price per 1 % of EverQ equity
share (Stammeinlage) purchased by Q in any financing transaction to be completed
in accordance with the terms of this SECTION 3.5(C)(I) shall be [****]

                    (1)  [****]

                    (2)  [****]

               (ii) Within [****] of receipt of the Grant Impunity Notice and
the Q Preferential Offer, Q shall be entitled to accept the Q Preferential Offer
by subscribing, in the form required by German law, to such number of shares in
EverQ [****] as is needed for Q to obtain an ownership interest equal to E in
EverQ. If, within [****] of receipt of the Grant Impunity Notice and the Q
Preferential Offer, Q has not accepted the Q Preferential Offer, then Q's right
to increase its ownership in EverQ to a level equal to the percentage then held
by E and [****] shall terminate.

               (iii) Any capital increase of EverQ [****] shall be offered to
the Parties pro rata to their shareholdings. If one of the Parties does not
exercise the corresponding subscription rights in full within [****] of the date
that such subscription rights were offered to such Party, the remainder of the
subscription rights shall be offered to the other Party. Should the Parties
(together), not fully subscribe to the full amount of the capital increase, the
subscription rights to the remainder of the capital increase shall then be
offered to third party financial investors, but not to competitors of either
Party (in the reasonable good-faith determination by the Parties). The
Percentage Interests shall be appropriately and correspondingly adjusted in


                                      -16-

<PAGE>

connection with any subscription by a Party of EverQ equity securities pursuant
to this SECTION 3.5(C)(III).

               (iv) Without limiting the foregoing, if the Additional Financing
is of an amount that is insufficient to enable Q to increase its ownership in
EverQ to a level equal to E, as provided herein, and Q participates in such
Additional Financing to the full extent possible , then in connection with any
subsequent Additional Financing the Parties shall cause Q to be offered, in
writing, to provide such amount of the Additional Financing to enable Q to
increase its ownership in EverQ to a level equal to E (in accordance with the
terms herein) until such time as Q's ownership in EverQ reaches a level equal to
E.