Exhibit 10.1 b.



THIS AGREEMENT is made on     April 6th                2001

BETWEEN:

(1) THE PERSONS whose names and addresses are set out in Part 1
    of Schedule 1 (the "Vendors")


(2) DYNAMOTIVE EUROPE LIMITED (registered in England and Wales
    under number 3244426) whose registered office is at 4
    Goldington Road, Bedford MK40 3NF (the "Purchaser"), and

(3) DYNAMOTIVE TECHNOLOGIES CORPORATION registered in Canada
    under member [ 403911 ] whose corporate headquarters is
    situate at 1500 Royal Centre, 1055 West Georgia Street, PO
    BOX 11117, Vancouver, British Columbia, V6E 4N7, Canada
    ("DTC")

WHEREAS:

(A) Border Biofuels Limited ("the Company") is a company
    limited by shares the authorised share capital of which is
    1,200,000 divided into 1,182,234 ordinary shares of 1 pound
    sterling each, and 1,776,600 "B" ordinary shares of 1p each
    of which 1,108,644 ordinary shares of 1 pound sterling each
    are or are prospectively in issue and are or will be fully
    paid.

(B) The Purchaser has agreed to acquire and the Vendors have
    agreed to sell 831,487 ordinary shares of 1 pound sterling
    each in the Company on the terms of the Share Purchase
    Agreement.

(C) The Vendors have agreed to sell and the Purchaser has
    agreed to acquire the remaining 277,157 ordinary shares of
    1 pound sterling each in the Company on the terms and
    subject to the conditions set out in this Agreement.

NOW IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, unless the context requires otherwise:

    "ACCOUNTING PERIOD" means each period in relation to which
    the Company produces statutory accounts;

    "ACCOUNTS" means the audited consolidated financial
    statements of the Company and its Subsidiaries for an
    Accounting Period (including, in each case, the balance
    sheet, profit and loss account, cashflow statement and
    statement of total recognised gains and losses) together
    with the directors' and auditors' reports on such financial
    statements and all notes thereto;

    "ACCUMULATED LIABILITIES" means the sum of the aggregate
    amount outstanding from the Group to its bankers, the net
    amount of any debts (other than trading debts incurred in
    the ordinary course) owed by the Group to the Purchaser or
    any holding Company or Subsidiary of the Purchaser, and the
    outstanding amount of the Loans;

    "ACT" means the Companies Act 1985;

    "BUSINESS DAY" means a day which is not a Saturday or
    Sunday or a public holiday in England and/or Scotland;

    "COMPANY" means Border Biofuels Limited, registered in
    Scotland with company number SC137495 whose registered
    office is situate at 11 Murray Street, Duns, Berwickshire,
    TD11 3DF, Scotland;

    "CONSIDERATION SHARES" means Ordinary Shares credited as
    fully paid and ranking pari passu in all respects with the
    existing Ordinary Shares save that they shall not rank for
    any dividend declared or payable prior to the date of
    allotment;

    "ENCUMBRANCE" includes (without limitation) any mortgage,
    charge, pledge,  hypothecation, lien and security interest
    of whatsoever nature (including, without limitation, any
    imposed by law) and any proprietary interest or equity of
    any person including (without limitation) any title
    retention, option or right of pre-emption;

    "EXPIRY DATE" means the date being 6 months after
    completion of the acquisition by the Purchaser of all of
    the shares not already owned by it;

    "FULL TITLE GUARANTEE" has the meaning given to that
    expression by section 1 of the Law of Property
    (Miscellaneous Provisions) Act 1994;

    "GROUP" means the Company and the Subsidiaries and "Group
    Company" means a member of the Group;

    "HOLDING COMPANY" has the meaning given to it by sections
    736 and 736A of the Act;

    "ISSUE PRICE" means the higher of US$3.00 and the average
    of the middle market closing prices of an Ordinary Share on
    the NASDAQ Stock Exchange on the 30 Business Days before
    the issue of the Relevant Profit Report in respect of each
    year ("the Average Middle Market Price");

    "LOANS" means the loans made to the Company by certain of
    the Vendors, details of which are set out in Schedule 7 of
    the Share Purchase Agreement;

    "ORDINARY SHARES" means ordinary shares of  $( each in the
    capital of DTC;

    "PURCHASER'S SOLICITORS" means Nicholson Graham & Jones of
    110 Cannon Street, London EC4N 6AR;

    "RETAINED PROFIT" means the profits available for
    distribution by the Company in any year;

    "RELEVANT PROFIT" means, at any given time, the amount
    obtained by deduction of the Accumulated Liabilities from
    the Retained Profit;

    "SHARE" means one fully paid ordinary share of 1 pound
    sterling in the capital of the Company;

    "SHARE PURCHASE AGREEMENT" means the agreement made on the
    same date as this Agreement, between the Purchaser and the
    Vendors relating to the sale and purchase of shares
    representing 75% of the issued share capital of the
    Company;

    "SUBSIDIARIES" means the companies briefly described in
    Part 2 of Schedule 1;

    "SUBSIDIARY" has the meaning given to it by sections 736
    and 736A of the Act;

    "VENDORS' SOLICITORS" means Iain Smith & Partners of 11
    Murray Street, Duns, TD11 3DF, Scotland;

1.2 In this Agreement, unless the context requires otherwise:

    (a) references to Clauses, Recitals and Schedules are
        references to clauses and recitals of and schedules to
        this Agreement and references within a sub-clause
        to "this Clause" shall refer to the whole Clause and
        not merely to the sub-clause in which it appears;

    (b) the Recitals and Schedules form part of and are
        incorporated in this Agreement;

    (c) headings and sub-headings are included for ease of
        reference only and shall not affect the interpretation
        of this Agreement;

    (d) the singular shall include the plural and vice versa
        and references to any gender shall include the other
        genders;

    (e) the expression "PERSON" shall mean any natural person,
        partnership, joint venture, corporation (wherever
        incorporated), trust, firm, association, government,
        governmental (or supra-governmental) agency, authority
        or department, or any other entity, whether acting in
        an individual, fiduciary or other capacity;

    (f) any reference to a time of day is to London time;

    (g) any reference to a party shall mean any party to this
        Agreement;

    (h) any reference to the parties shall include their
        respective successors in title, permitted assigns and
        personal representatives;

    (i) any reference to a document as being "IN THE AGREED
        FORM" means that document in a form agreed between the
        parties such agreement being signified by the signature
        or initialling of a draft for the purposes of
        identification by or on behalf of each of the parties;

    (j) any reference to any statute or statutory provision
        shall include that statute or statutory provision as
        from time to time amended, modified, replaced or
        re-enacted (whether before or after the date of this
        Agreement) and any order, regulation, instrument,
        by-law or other subordinate legislation made under it;

    (k) any agreement, covenant, representation, warranty or
        undertaking on the part of 2 or more parties is made or
        given by such parties jointly and severally; and

    (l) any reference to any English legal term for any action,
        remedy, method of judicial proceeding, legal document,
        legal status, court, official, person or any other
        legal concept shall, in respect of any other
        jurisdiction, be treated as including that which in
        their nature and effect most nearly approximate in that
        jurisdiction to the English legal term.

2. SALE OF SHARES

2.1 On and subject to the terms and conditions of this
    Agreement, each of the Vendors shall sell with full title
    guarantee and free from all Encumbrances the number of
    Shares set opposite that Vendor's name in Part 1 of
    Schedule 1 (or such part thereof as shall be determined in
    accordance with Clause 5 of this Agreement) and the
    Purchaser shall purchase the Shares (or such part thereof)
    from the Vendors together with all rights attaching to them
    at the date of this Agreement.

2.2 Each of the Vendors waives any rights he may have under the
    articles of association of the Company or otherwise to have
    any of the Shares offered to him for purchase prior to or
    in consequence of the sale or transfer of the Shares to the
    Purchaser under this Agreement.

3. CONDITIONS

3.1 Purchase of any of the Shares is conditional upon the
    Company achieving net positive Relevant Profits.

3.2 Purchaser (but not the Vendors) shall be entitled by
    written notice to the Vendors to waive the condition in

4. PURCHASE CONSIDERATION

4.1 The consideration for each Share purchased by the Purchaser
    pursuant to this Agreement shall be 4.00 pound sterling
    (the "SHARE VALUE") which consideration shall be satisfied
    by (a) the allotment of such number of Consideration Shares
    at the Issue Price as shall be determined in accordance
    with Clause 5 below, and (b) if the Average Middle Market
    Price is less than U$3.00 then additional consideration
    shall be due which, at the option of DTC, shall consist of
    either allotment of such number of additional Consideration
    shares (issued at the Average Middle Market Price), or
    payment of a cash amount, in either case having an
    aggregate value equal to the difference between the value
    of those Consideration Shares to be issued at the Issue
    price and the Average Middle Market Price thereof (the
    "Balancing Consideration").

5. CALCULATION OF CONVERSION SHARES

5.1 In each Accounting Period:

    (a) the number of Shares (the "CONVERSION SHARES") to be
        purchased by the Purchaser in respect of such period
        shall be such number of Shares owned by the Vendors
        (excluding fractions) as have an aggregate Share Value
        equal to 25% of
        the Relevant Profit of the Company for that Accounting
        Period;

    (b) the number of Consideration Shares to be allotted in
        accordance with Clause 4.1 shall be such number of
        Ordinary Shares allotted and issued at the Issue Price
        as have an aggregate value equal to 25% of the Relevant
        Profit of the Company for that Accounting Period;

    (c) the proportion of Conversion Shares to be purchased
        from each Vendor shall be equal to the proportion which
        each Vendor's shareholding represents of the total
        number of Shares owned by the Vendors in such period;

Provided that if the aggregate consideration payable by the
Purchaser in respect of any Accounting Period shall be less
than 5,000 pound sterling then no Conversion Shares shall be
purchased in respect of such period.

5.2 (a) The Purchaser shall procure that as soon as
        reasonably practicable after and in any event
        within 150 days after the end of each Accounting
        Period a report shall be prepared and delivered to
        the Vendors (the "RELEVANT PROFIT REPORT")
        specifying the Relevant Profit in respect of such
        period, which report shall be certified by an
        officer of the Purchaser to be true and accurate
        in all material respects and in respect thereof
        such report shall certify in respect of such
        period:-

        (i)    the amount of the Retained Profit;

        (ii)   the amount of the Accumulated Liabilities;

        (iii)  the amount of the Relevant Profit;

        (iv)   the number of Conversion Shares; and

        (v)    the number of Ordinary Shares to be issued in
               consideration of acquisition of the Conversion
               Shares.

    (b) Upon the Vendors' written request the Purchaser shall
        provide to the Vendors such relevant data and
        information which the Vendors shall reasonably require
        to substantiate the Relevant Profit Report including
        (without limitation) all accounting records and copies
        of all material contracts and leases between any the
        Company and any third parties (including (but without
        limitation) lenders, manufacturers, vendors,
        distributors and co-venturers) related to the
        Company.

    (c) For not less than two years following each Accounting
        Period the Purchaser will maintain or procure that
        there is maintained by the Group all relevant records
        for transactions relating to the calculation of the
        Retained Profits.

    (d) Any professional adviser (who shall be a chartered
        accountant) selected by not less than 50% of the
        Vendors may upon reasonable notice at any time, but
        such that there shall be not more than one such
        ispection by the Vendors, or any of them, in respect of
        each Accounting Period, conduct an audit and during
        normal business hours inspect at any Group premises any
        of the records referred to in Sb-Clause 5.2(b).  Any
        such professional adviser shall keep any information
        obtained at such audit and/or inspection confidential
        and shall if required by the Purchaser enter into a
        confidentiality undertaking in a form reasonably
        satisfactory to the Purchaser.  If, upon performing
        such audit the Vendors  shall not agree with the
        Relevant Profit Report they shall inform the Purchaser
        thereof detailing in writing the reason therefor and
        that element of the Retained Profit requiring
        adjustment and the Purchaser shall consider the
        proposals of the Vendors with a view to agreeing a
        revision to the number of Conversion Shares.

    (e) If after a reasonable period for due and proper
        discussion (but not exceeding twenty Business Days) of
        any notice served by the Vendors pursuant to Sub-Clause
        5.2(d) the Vendors and the Purchaser are unable to
        reach agreement on the matters specified therein then
        the Vendors shall be entitled to give notice (the
        "REVIEW NOTICE") to the Purchaser initiating the agreed
        review procedures set out in Sub-Clause 5.2(f).

    (f) As soon as possible and in any event within ten
        Business Days following the giving of a Review Notice
        pursuant to Sub-clause 5.2(e) the Purchaser and the
        Vendors shall appoint an independent chartered
        accountant (to be appointed failing agreement between
        the Vendors and the Purchaser within five Business Days
        after the expiry of the said period of ten Business
        Days by the President for the time being of the
        Institute of Chartered Accountants in
        England and Wales on the application of the Vendors or
        the Purchaser) to act as expert (the "EXPERT") to
        determine the appropriate adjustments which need to be
        made to the Relevant Profits and consequently to the
        number of Conversion Shares and in respect thereof the
        determination of such independent chartered accountant
        shall be final and binding on the Vendors and the
        Purchaser (save in the case of manifest error) and the
        said independent chartered accountant shall certify the
        amount of the Relevant Profit and accordingly the
        number of Conversion Shares which shall then be deemed
        to be approved by the Vendors and the Purchaser for the
        purposes of this Agreement.

    (g) In the event that the independent chartered
        accountant shall certify and/or the Vendors and the
        Purchaser shall agree in writing that the number of
        Conversion Shares is in excess of the amount calculated
        by the Purchaser in accordance with Clause 5.1 then the
        Purchaser shall forthwith upon the issue of such
        certificate and/or agreement pay to the Vendors an
        amount equal to such excess, which amount shall be
        satisfied by the issue of further Conversion Shares by
        the Purchaser.

     (h) If the amount of the Relevant Profit determined in
        accordance with Clause 5.3(f) exceeds by more than five
        per cent the amount certified in the Relevant Profit
        Report then the Purchaser will bear all expenses and
        costs relating to such audit and the costs of the
        independent chartered accountant in all other cases
        such expenses and costs shall be borne by the Vendors
        in the proportion of the Shares held by them at the
        date hereof.

    (i) The Purchaser shall give to the Vendors and to their
        professional advisers and shall use all its reasonable
        endeavours to procure that its auditors shall give to
        the Vendors all assistance and information within their
        respective powers including in the case of its auditors
        the production of their working papers and in the case
        of the Purchaser access to any premises where the
        business of the Company is being carried on and the
        personnel and papers, books, accounts, records and
        returns of the Company (provided that such access shall
        not unduly or unreasonably     interfere with or
        interrupt the operations or business of the Company) in
        order that the said statement can be approved and/or
        determined as aforesaid.

5.3 The Vendors shall at any time during the period from the
    issue of the first Relevant Profit Report to the Expiry
    Date be entitled to apply for an adjustment to the
    calculation of the items included in any such report in the
    event that the Vendors have reasonable cause to believe
    that the ability of the Company to earn any Relevant
    Profits has been or may become adversely affected by any
    act or omission taken or not taken, other than in the
    ordinary course, in respect of the business of the Company
    during that period.

5.4 The purpose of any adjustment to the calculation of the
    Relevant Profit is to ensure that the entitlement of the
    Vendors to sale of the Conversion Shares is not adversely
    affected by any matter outside the ordinary course of
    business and if the Vendors wish to apply for such an
    adjustment to the calculation of the Relevant Profit then
    Vendor's owning not less than 50% of the Shares not owned
    by the Purchaser at such time shall notify the Purchaser in
    writing providing all reasonable details of the reason
    therefor and the Purchaser shall consider the proposals of
    the Vendors with a view to agreeing appropriate adjustments
    (if any) to the provisions contained in this Agreement for
    determining the Relevant Profits.

5.5 If after a reasonable period for due and proper discussion
    (but not exceeding twenty Business Days) of any proposal
    made pursuant to Clause 5.4 the Vendors and the Purchaser
    are unable to reach agreement on the matters specified
    therein then the Vendors shall be entitled to give notice
    (the "REVIEW NOTICE") to the Purchaser initiating the
    agreed review procedure set out in Clause 5.6.

5.6 As soon as possible and in any event within ten Business
    Days following the giving of a Review Notice pursuant to
    Clause 5.5 the Purchaser and the Vendors shall appoint an
    independent chartered accountant (to be appointed failing
    agreement between the Vendors and the Purchaser within five
    Business Days after the expiry of the said period of twenty
    Business Days by the President for the time being of the
    Institute of Chartered Accountants in England and Wales on
    the application of the Vendors or the Purchaser to act as
    experts (the "EXPERT")) to determine the appropriate
    adjustments (if any) referred to in Clause 5.4 and in
    respect thereof:

    (a) each of the Purchaser and the Vendors shall reduce
        their ideas on what should be the appropriate
        adjustments in writing and refer such view to the
        Expert within fourteen days of its appointment
        hereunder;

    (b) any "appropriate adjustments" for the purposes of this
        Clause 5.6 shall include an adjustment or adjustments
        to ensure that the entitlement of the Vendors to the
        Conversion Shares is not adversely affected by the act
        or omission or proposed act or mission give rise to the
        relevant Review Notice;

    (c) the Expert shall act as expert and not as arbitrator in
        determining appropriate adjustments and/or a procedure
        for determining the same (including any accounting
        procedures or other records it may deemed necessary to
        be kept for such purpose);

    (d) the determination of the Expert shall be final and
        binding on the parties hereto and shall be adopted for
        all purposes of this Agreement as the agreement of the
        parties hereto;

    (e) all costs of the Expert in connection with such
        determination shall be apportioned between the parties
        as the Expert shall determine; and

    (f) each of the parties hereto shall co-operate to ensure
        (insofar as they are able) that the Expert is provided
        with all information that it may reasonably request in
        order to make such determination.

6. TRANSFER OF SHARES

6.1 Not later than 4 weeks after issue of any Relevant Profit
    Report to the Vendors which (subject to Clause 5.1) shows
    Conversion Shares being available, the Purchaser shall
    serve a notice on the Vendors' Solicitors (the "NOTICE")
    showing the amount (if any) of Shares to be purchased.

6.2 If the Notice requires Shares to be purchased:-

    (a) the Vendors shall, within ten Business Days of service
        of the same deliver or procure to be delivered to the
        Purchaser (and each of the Vendors shall execute and
        deliver to the Purchaser at the date of this Agreement
        such certificates, transfers, powers of attorney, deeds
        and documents as may be required of him for this
        purpose):

        (i) share certificates in respect of the Shares held by
            each of the Vendors respectively and duly executed
            transfers of such number of Shares as are required
            by the Notice in favour of the Purchaser or its
            nominees and all other documents required to give
            good title to such Shares; and

        (ii) duly stamped irrevocable powers of attorney in the
            agreed form executed by each of the Vendors in
            favour of the Purchaser or its nominee in relation
            to such Shares; and

    (b) the Purchaser and DTC shall on receipt of the items
        described in Clause 6.2(a) procure the allotment of the
        Consideration Shares to the Vendors, and the Purchaser
        shall pay to them the Balancing Consideration (if any).

7.WARRANTIES

7.1 Each of the Vendors represents, warrants and undertakes to
    the Purchaser that:

    (a) he is and will be every time Shares are purchased from
        such Vendor pursuant to this Agreement the sole
        beneficial owner of such Shares free from all
        Encumbrances;

    (b) he has full power and authority to sell such Shares to
        the Purchaser on the terms of this Agreement without
        any approval or authority which has not been
        unconditionally obtained; and

    (c) the obligations on his part contained in this Agreement
        are legal, valid and binding obligations, enforceable
        against him in accordance with their terms.

8. COSTS

    The parties shall pay their own costs in connection with
    this Agreement and no such costs shall be borne by any
    Group Company.

9. NOTICES

9.1 Any notice or other communication to be given under or in
    relation to this Agreement ("NOTICE") shall be in writing
    and may be given by leaving it at or sending it by prepaid
    first class post or facsimile transmission to the address
    or facsimile number set out in this Agreement (or such
    other address or facsimile number in England as may be
    notified from time to time by any of the parties to the
    others by notice given in accordance with this Clause). Any
    notice so given shall be deemed to have been received:

    (a) in the case of delivery by hand, at the time of
        delivery;

    (b) in the case of first class post, 48 hours from the time
        of posting; and

    (c) in the case of facsimile transmission, at the time of
        despatch,

    provided that if a notice is, or would (but for this
    proviso) be deemed to be, received on a day that is not a
    Business Day or after 5:30 pm on a Business Day, it shall
    instead be deemed to be received at 9.00 am on the Business
    Day next following that day.

9.2 In proving service it shall be sufficient to prove that (as
    the case may be):

    (a) the envelope containing the notice was properly
        addressed and delivered to the appropriate address;

    (b) the envelope containing the notice was posted as a
        first class prepaid letter; or

    (c) the facsimile transmission was made and acknowledgment
        of the transmission was obtained by the sender's
        facsimile machine.

10. GOVERNING LAW AND JURISDICTION

    This Agreement shall be governed by and construed in
    accordance with English law. Each of the parties submits to
    the non-exclusive jurisdiction of the courts of England.

11. ASSIGNMENT

11.1 Except as provided in Clause 11.2 none of the parties
    shall, without the prior written consent of the others, be
    entitled to assign the benefit of, or any right or interest
    in or under or arising from, this Agreement.

11.2 The benefit of, or any right or interest in or under or
    arising from, this Agreement may be assigned by the
    Purchaser to any subsidiary from time to time of the
    Purchaser or to any other person to whom the Purchaser may
    transfer the Shares.

12. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

12.1 A person who is not a party to this Agreement shall have
     no right under the Contracts (Rights of Third Parties) Act
     1999 to enforce any term of this Agreement but this shall
     not affect any right or remedy of a third party which
     exists or is available apart from that Act.

AS WITNESS the hands of the parties hereto or their duly
authorised representatives the day and year first before
written.


SCHEDULE 1
PART 1: THE VENDORS

        1                                2

NAMES AND ADDRESSES        NO. OF SHARES BEING SOLD
---------------------------------------------------------------
David John Turnbull           3,448
9 Barony Knoll
Jedburgh Road
Kelso
Roxburghshire
---------------------------------------------------------------
Dr Nigel John Burton          59,454
Minerva House
6 Barnsbury Square
London
---------------------------------------------------------------
John Michael Seed             44,553
Woodend Farm
Duns
Berwickshire
TD11 3QW
---------------------------------------------------------------
David Archibald Seed          34,927
Cothill Farm
Duns
Berwickshire
TD10 6YW
---------------------------------------------------------------
John Francis Seed             867
Polwarth Bank
Duns
Berwickshire
TD10 6YP
---------------------------------------------------------------
Mrs Agnes Lawson Seed         867
Polwarth Bank
Duns
Berwickshire
TD10 6YP


          1                      2
NAMES AND ADDRESSES        NO. OF SHARES BEING SOLD
Mrs Barbara Louise Seed       20,734
Woodend Farm
Duns
Berwickshire
TD11 3QW
---------------------------------------------------------------
Henry Forrest Frew            22,418
Newton Brae
Foulden
Berwick-upon-Tweed
TD15 1UL
---------------------------------------------------------------
Mrs Patricia Anne Frew        12,436
Newton Brae
Foulden
Berwick-upon-Tweed
TD15 1Ul
---------------------------------------------------------------
Doctor Adrian Clive Bowles    14,141
South Cottage
Hodson
Swindon
Wiltshire
SN4 0QG
--------------------------------------------------------------
Doctor Alan John Green        39,338
124 Market Street
Edenfield
Bury
Lancashire
DL0 0JL
---------------------------------------------------------------
EcoGen Projects Limited       4,037
Meadowmist
Church Hill
Chacewater
Truro
Cornwall

---------------------------------------------------------------

BSW Forestry Limited          19,937
East End
Earlston
Berwickshire
---------------------------------------------------------------
(TOTAL):                      277,157

===============================================================


SCHEDULE 2
PART 1: DETAILS OF THE COMPANY


Authorised Share Capital: 1,182,234 Ordinary Shares of 1 each
                          pound sterling and 1,776,600 "B" Shares
                          of 1p

Issued Share Capital:     792,896 ordinary Shares of 1 pound
                          sterling each, Plus 315,748 to be
                          issued at Completion


Registered Office:        11 Murray Street,
                          Duns
                          Berwickshire
                          TD11 3DF

Company Number:           SC137495

Date of Incorporation:    1 April 1992

Accounting Reference Date: 31 March




PART 2 : DETAILS OF THE SUBSIDIARIES

Name:                       THE ELECTRIC TREE COMPANY LIMITED

Company Number:             SC152492

Date of Incorporation:      12 August 1994

Accounting Reference        Date: 31 March

Name:                       INCETEC LIMITED

Company Number:             3150777

Date of Incorporation:      24 January 1996

Accounting Reference Date:  31 March

Name:                       EMISARY LIMITED

Company Number:             3150758

Date of Incorporation:      24 January 1996

Accounting Reference Date:  31 March

Name:                       BORDER BIOFUELS (CHARLESFIELD)
                            LIMITED

Company Number:             SC152491

Date of Incorporation:      12 August 1994

Accounting Reference Date:  31 March

Name:                       BIOMASS ENERGY LIMITED

Company Number:             SC160403

Date of Incorporation:      15 September 1995

Accounting Reference Date:  31 March


Name:                       ECOGEN KIELDER BIOMASS LIMITED

Company Number:             3328637

Date of Incorporation:      6 March 1997

Accounting Reference Date: 31 March

Name:                       Wood Power (Scotland) Limited

Company Number:             SC161260

Date of Incorporation:      27 October 1995

Accounting Reference Date:  31 March

Name:                       BIOMASS HEATING INVESTMENTS LIMITED

Company Number:             SC194722

Date of Incorporation:      29 March 1999

Accounting Reference Date:  31 March

Name:                       BIOMASS PROCESSING LIMITED

Company Number:             SC137351

Date of Incorporation:      25 March 1992

Accounting Reference Date:  31 March

Name:                       THIRD GENERATION LIMITED

Company Number:             SC152057

Date of Incorporation:      21 July 1994

Accounting Reference Date:  31 March


SIGNED by  /signature/          )
for and on behalf of            )
DYNAMOTIVE EUROPE LIMITED       )



SIGNED by
DAVID JOHN TURNBULL       ............/signature/................



SIGNED by
DR NIGEL JOHN BURTON      ............/signature/................


SIGNED by
JOHN MICHAEL SEED         ............/signature/................


SIGNED by
DAVID ARCHIBALD SEED      ............/signature/................


SIGNED by
JOHN FRANCIS SEED         ............/signature/................


SIGNED by
AGNES LAWSON SEED         ............/signature/................


SIGNED by
BARBARA LOUISE SEED       ............/signature/................


SIGNED by
HENRY FORREST FREW        ............/signature/................


SIGNED by
PATRICIA ANNE FREW        ............/signature/................


SIGNED by
DR ADRIAN CLIVE BOWLES    ............/signature/................


SIGNED by
DR ALAN JOHN GREEN        ............/signature/................


SIGNED by   /signature/        )
for and on behalf of           )
ECOGEN CONSULTANTS             )
LIMITED                        )



SIGNED by  /signature/        )
for and on behalf of          )
DYNAMOTIVE TECHNOLOGIES       )
CORPORATION

          DATED            April 6th              2001







                 JOHN MICHAEL SEED and others


                            - and -


                  DYNAMOTIVE EUROPE LIMITED


                              and


              DYNAMOTIVE TECHNOLOGIES CORPORATION

       ----------------------------------------------------

                       CONDITIONAL SHARE
                       PURCHASE AGREEMENT

                          relating to
                 25% of BORDER BIOFUELS  LIMITED

       ----------------------------------------------------










Nicholson Graham & Jones
110 Cannon Street, London EC4N 6AR
Tel: 020 7648 9000
Fax: 020 7648 9001
Ref: KXM/D386-5
Email: kevin.mcguinness@ngj.co.uk