Department of
                                                         Trade and Industry

                                                         B.156
                                                         Harwell
                                                         Didcot
                                                         Oxon
                                                         OX11 OQJ

e-mail graham.dale@aeat. co.uk
Direct line 01235 432406
Local fax   01235 433566
Our ref     B/724
Your ref
Date 24 January 2001


Border Biofuels Ltd
The Tweed Horizons Centre
Newtown St Boswells
Melrose
Roxburghshire
TD6 OSG


FOR THE ATTENTION OF Dr Adrian Bowles

Dear Sir


PROJECT REFERENCE NO. B/T2/00724/00/00
PROJECT TITLE: INTEGRATED BIOFUEL, PYROLYSIS AND ENERGY CONVERSION
DEMONSTRATION PLANT


1.  I am pleased to inform you that subject to the terms and conditions of
    this letter the Secretary of State for Trade and Industry ("the Secretary
    of State") is prepared to pay Border Biofuels Ltd ("the Company") a grant
    not exceeding 1,161,300 pound sterling under Section 5 of the Science and
    Technology Act 1965 for the installation of an Integrated Biofuels,
    Pyrolysis and Energy Conversion DEMONSTRATION Plant ("the Project") at
    The Tweed Horizons Centre, Newtown St Boswells, Melrose, Roxburghshire
    TD6 OSG in accordance with the following details:

    The full Application dated 26 June 2000

    A letter from Border Biofuels Ltd dated 20 November 2000 to Nick Hall-
    Stride

    A Revised Budget Spreadsheet (replacing the spreadsheet attached to

    Border Biofuels Ltd letter dated November 2000

    as submitted to the Department of Trade and Industry("the Department")
    under the New and Renewable Energy Programme.

Framework and Conditions of the Offer


2.  The general rules attaching to this offer are defined in the Framework
    for Collaboration ("the Framework"), a copy of which is attached to this
    letter. Should there be any conflict between the terms of the Framework
    and those set out in the terms of this letter, the terms of the letter
    shall prevail.


3.  The Project is to be carried out in collaboration with Dynamotive Europe
    Ltd and Orenda Aerospace Corporation (together with the Company "the
    Participants") in accordance with the terms of a collaboration agreement
    between the Participants in terms consistent with the requirements set
    out in the Framework and signed by all the Participants ("the
    collaboration Agreement").


4.  This offer is conditional on the Department receiving within two months
    of the date of this letter the grant offer acceptance duly signed by
    those Participants to be supported by the Department and a copy of the
    Collaboration Agreement. If these conditions are not met, the grant offer
    will lapse automatically. The grant offer may be renewed or extended at
    the discretion of the Secretary of State.

Financial


5.  The grant will be 25% of the net eligible costs (as defined and detailed
    in Schedule 1) incurred and defrayed on or after 9 January 2001 and will
    be payable by installments on submission by the Company of a statement of
    monies expended (as defined in Schedule 1) by the Company and the
    Participants on the Project. Unless the Secretary of State otherwise
    agrees, payments will be made in accordance with the payment schedule
    below:-


Deliverable                            INSTALLMENT Limit        Date
FEED contract
Power purchase contract                85,943 pound sterling    March 2001

Order for long lead items placed
Preliminary pre construction
Due Dilligence report                  204,523 pound sterling   June 2001

Evidence of statutory position
Delivery of fuel processing equipment  269,544 pound sterling   September
                                                                2001

Delivery of all main plant and
equipment complete
Evidence inventory of fuel             194,019 pound sterling   December 2001

Installation Completion Certificate

Interim report detailing snagging etc. 47,269 pound sterling   March 2002

Cold Commissioning Certificate
Preliminary report from Due
Diligence Assessments                  47,915 pound sterling   June 2002

Completion Certificate issued          91,296 pound sterling   September 2002

Preliminary Test Report                68,546 pound sterling   December 2002

Interim Test Report                    68,546 pound sterling   March 2003

Final Report                           83,699 pound sterling   June 2003

Any overpayment of grant must be refunded forthwith to the Secretary of State
on his first demand or upon the Company becoming aware that grant has been
overpaid, whichever first occurs.


6.  Unless the Secretary of State otherwise agrees, each claim for payment
    must be accompanied by:-
(i)   a report on the Project covering:-

     (a)  progress on the Project. The report should cover progress against
          the output measures/deliverables and relevant milestones agreed;

     (b)  any change in the nature or scale of the Project including an
          assessment of any change in the prospects of technical success;

     (c)  any change in the ownership of or beneficial interest in any asset
          provided for the Project;

(ii)  the latest annual accounts of each Participant supported by the
      Department, unless these have already been supplied to the Department
      in connection with the application for assistance or an earlier claim
      for payment. If these accounts relate to a period ending more than nine
      months before the date of the claim for payment, management accounts
      for the later period must be included;

(iii) an up-to-date estimate of the Project costs indicating any significant
      variations in the amount or timing of payment of these costs.


7.  In addition, confirmation is required that the Company has expended the
    sums in respect of which claims are made in the period. For this purpose,
    reports from an independent accountant must be provided with each claim.
    Reports must be in the form set out in Schedule 3 and must be made by an
    independent accountant who is qualified under the terms of Section 25 of
    the Companies Acts 1989 for appointment as auditor of the Company. A
    person eligible under Section 34 (1) of the Companies Act 1989 for
    appointment as auditor of a non-quoted company (as defined in that
    section) may only report on grant claims made by such a company or by a
    business not incorporated under the Companies Acts.



8.  The Secretary of State may also require a report from an independent
    accountant to be submitted in exceptional circumstances including:-

(i)   withdrawal of any Participant from the Project or termination of the
      Project;

(ii)  a claim disclosing expenditure substantially greater than was
      anticipated for the period in question;

(iii) a claim being made which covers an unusually long period or relates
      mainly to monies expended in a previous financial year;

(iv)  change in the accounting reference date or accounting practice of any
      Participant.


9.  Despite the provisions of paragraph 5, the Secretary of State is under no
obligation to pay more than 85% of the grant specified in paragraph 1 until
the Project has been completed to his satisfaction.


10. All claims must be accompanied by full documentation. The Secretary of
State shall be under no obligation to make any payment on claims received
after 8 January 2004 and there will be a general presumption against paying
claims received after this date, unless he has previously agreed in writing
to an extension.


11. Once a fully documented claim has been received, grant will normally be
posted, or the claim rejected, within 30 days, unless it is necessary for the
Department to seek further information to support the claim.


CHANGES AFFECTING THE PROJECT


12. Subject to the prior written agreement of the Participants and the
Secretary of State an additional participant or participants may be accepted
into the Project in conformity with the Framework. In the event of a
participant withdrawing the Participants will cooperate with the Secretary of
State in securing an alternative participant or participants, if it is
necessary in the Secretary of State's view in order to complete the Project.


13. While the Department in supporting the Project recognizes the inherent
technical and financial risks, there may be occasions when the Secretary of
State considers that the payment of grant should cease or that grants already
paid should be reclaimed. The Secretary of State shall be under no obligation
to pay the grant, and any grant already paid may become repayable, in whole
or in part, at his discretion, if:

   (i)   he considers that collaboration between the Participants is not
         evident and effective;

   (ii)  he considers that the future of the Project is in jeopardy;

   (iii) in his opinion progress towards completion of the Project is
    unsatisfactory or if the Project is not completed by 8 July 2003 or, in
    the opinion of the Secretary of State there is no longer any reasonable
    prospect of the Project being completed by that date, unless he has
    previously agreed in writing to an extension;

   (iv) there is a change in the nature or scale of the Project which in his
    opinion is substantial and to which he has not given his prior written
    agreement;

   (v)  in his opinion the steps taken by the Participants during the period
    referred to in paragraph 27 for the exploitation of the results of the
    Project are inadequate;

   (vi) an asset, the cost of which has been included in the net eligible
    costs, is not used for the purpose of the Project, except as previously
    agreed by him in writing;

   (vii) if within the period commencing on the date specified in paragraph 5
    and ending 3 years after the date on which the final payment of grant is
    made:

         (a)   any Participant becomes the subject of a proposal for a
          voluntary arrangement or has a petition for Administration Order or
          a petition for a winding-up Order brought against it or passes a
          resolution for a winding-up or makes any composition, arrangement,
          conveyance or assignment for the benefit of its creditors, or
          purports to do so, or if a receiver or any other person is
          appointed in respect of its undertaking or of all or any of its
          property or if the Participant does or suffers anything
          substantially equivalent to any of the foregoing.

          (b)   any Participant ceases to be a subsidiary (as defined in the
          Companies Act 1985) of any company of which it is a subsidiary at
          the date of this letter or becomes a subsidiary (as so defined) of
          a company of which it is not a subsidiary at the date of this
          letter, and such change of status is likely in the opinion of the
          Secretary of State to affect adversely the Project or the
          exploitation in accordance with the provisions of this letter.

   (viii) any Participant does not comply with or observe any
   condition of this letter.


14. The Company shall inform the Department promptly in writing of any
cessation of work on the Project and of any event or circumstance likely to
affect significantly the satisfactory completion of the Project. The Company
shall also inform the Department promptly in writing if any of the events
referred to in paragraph 13 (vi), (vii) or (viii) take place.


GENERAL


15. The Company shall manage the Project in accordance with the terms of the
    Collaboration Agreement.

16. The Company shall carry out the duties of Lead Company which are as
    follows:

    (i)   to use its best endeavours to ensure that the Participants do
    everything which is requisite to enable the terms and conditions of this
    letter and the Framework to be fulfilled;


    (ii)  to receive grant payments on behalf of itself and of other
    Participants, and upon receipt of such payments to make corresponding
    payments to other Participants in respect of those monies expended by
    them to which the grant payments relate.


17. The Secretary of State and his representatives and advisers shall have
the right to inspect the Project at any time and &om time to time and to
require such further information to be supplied as he or they see 6t. Such
further information may include but is not limited to information concerning
the financial position of the Participants to be supported by the Department.
In addition the Secretary of State and his representatives and advisers shall
have the right to call and attend meetings with the Participants if
necessary.


18. The Secretary of State shall be entitled to withhold payment and/or claim
repayment of grant together with interest under this letter to the extent of
the amount of any grant or other payment which has been received, or is, in
the opinion of the Secretary of State, likely to be received, from any public
authority and which the Secretary of State considers is payable towards the
Project. For the purposes of this paragraph "public authority" includes any
of the European Communities or their Institutions, any government department,
research council, local authority, or body wholly or partly supported by
public funds or charitable contributions. The terms of this paragraph do not
apply to grant or other payment whose availability has been disclosed by the
Participants to the Secretary of State before the date of this offer and
which has been taken into account in making this offer.


19. Notwithstanding the provision of paragraph 18 the Secretary of State may:

    (i) withhold payment of grant and/or reclaim any grant paid to the extent
    necessary to ensure that any assistance given under this offer letter
    taken together with any other assistance which, in the opinion of the
    Secretary of State, has been or is likely to be received towards the
    Project is within the aid limits laid down by the European Communities;

    (ii) withhold or reclaim grant if required to do so by a decision of the
    Commission of the European Communities.


20. No amendment to the terms of this offer will be effective unless and
until agreed in writing on behalf of the Secretary of State.


21. The Secretary of State may provide the Commission of the European
Communities with information about assistance under the New and Renewable
Energy Programme in compliance with Treaty obligations.


22. Acknowledgement of Government input may be required, possibly through the
use of branding on any publicity materials.


23. The Company will be required to assist in the Department's evaluation of
the Programme and the Company agrees to provide information to assist the
Department in connection with its evaluation.


CONFIDENTIALITY AND INTELLECTUAL PROPERTY

24. Confidential Information relating to the Project and/or its results other
than such agreed to be included in publishable reports shall be disclosed
outside the collaboration only with the prior written agreement of all the
Participants and the Department.


25. The Participants shall make all reasonable enquiries concerning
copyright, design, patent and other intellectual property rights and shall
ensure that to the best of their respective beliefs there are no such rights
which are required in connection with the carrying out of the Project or the
exploitation of the Project's results save such as are owned by, or available
to, the Participants on, and will continue to be so available at all times
after the date of the start of the Project as referred to in paragraph 5.


26. If any Participant is or becomes aware of any third party patent or
patent application relevant to the exploitation of the result of the Project,
the Participant shall immediately inform the Secretary of State.


EXPLOITATION


27. During the period ending five years after the date on which the final
payment of grant is made the Participants shall take reasonable steps to
exploit the results of the Project. The Participants will cooperate with the
Secretary of State in securing an alternative participant or participants if
it is necessary in his view in order to ensure the exploitation of the
results of the Project.


28. The Participants shall not exploit the results of the Project outside
those countries which, at any time during the exploitation period, form part
of the European Economic Area during the period starting on the date of this
letter and ending five years after the date on which final payment of grant
is made, unless the Participant or Participants have previously obtained the
written consent of the Secretary of State. The exploitation of the results of
the Project shall not be deemed to include the sale outside the European
Economic Area of goods manufactured within it.


29. The Participants are required to notify the Secretary of State of the
sale or commercial use of any prototypes the costs of production of which are
included in the net eligible costs set out in Schedule 1, and to pay the
Secretary of State 25% of the sale proceeds or income, or expected income,
generated by the commercial use of any such prototypes after deducting from
those proceeds the cost of any necessary refurbishment. The Participants
shall provide an auditor's report on the sale price or commercial use and the
refurbishment costs involved. This payment is to be by refund of grant.


ACCEPTANCE OF OFFER


30. Acceptance of this offer constitutes agreement in full to the terms and
conditions set out in this letter.


31. The offer should be accepted by a Director of the Company signing the
duplicate copy of the offer letter on behalf of the Company and by a Director
of each of the other Participants to be supported by the Department accepting
on behalf of that Participant by signing the undertaking at the end of this
letter. The letter and the Participants' acceptances should then be returned
to me.


32. This offer letter shall be governed by and construed in accordance with
English law in all respects.


33. If this offer is accepted, the Project will be monitored on behalf of the
Secretary of State by MR NICK HALL-STRIDE, ETSU, BLDG. 156, HARWELL
OXFORDSHIRE. OX11 OQJ. TEL: 01235 432158, FAX 01235 432050 .


34. Please acknowledge receipt of this letter.


Yours faithfully




/Sinature/
Robert Bell
on behalf of the Secretary of State


Border Biofuels Ltd. accepts the offer set out above and in the Schedules.




Signed   /Sinature/


Director for and on behalf of Border Biofuels Ltd.

Date  8th March 2001

DECLARATION BY PARTICIPATING COMPANY

[Anthony Robson ], on behalf of DYNAMOTIVE EUROPE LTD, one of the companies
participating in the Project which is the subject of the Secretary of State's
Offer letter of 22 January 2001 hereby confirm that, in consideration of the
Secretary of State's becoming bound to fulfill the obligations undertaken by
him in the above offer letter upon acceptance thereof by BORDER BIOFUELS LTD,
DYNAMOTIVE EUROPE LTD accepts all the terms and conditions set out in the
offer letter and requiring the compliance of, or imposing any obligation on
DYNAMOTIVE EUROPE Ltd as a Participant in the Project. I undertake to the
Secretary of State that DYNAMOTIVE EUROPE LTD will do all such things and
provide all such information, documentation and assistance as is required of
it or necessary to be produced by it under the terms of the offer letter.

In further undertake to the Secretary of State that Dynamotive Europe Ltd
will indemnify BORDER BIOFUELS LTD in regard to any repayment to be made to
the Secretary of State under paragraphs 5, 13,18,19 and 27 of the offer
letter to the extent of monies received by DYNAMOTIVE EUROPE LTD &om Border
Biofuels Ltd under the Project. The obligation of DYNAMOTIVE EUROPE LTD to
indemnify Border Biofuels Ltd shall only arise in the case that actions or
failures of DYNAMOTIVE EUROPE LTD form part of the reasons of the Secretary
of State in seeking repayment.




Signed..... /Sinature/...............Director for and behalf of DYNAMOTIVE
EUROPE LTD.

Date  March 8th 2001

DECLARATION BY PARTICIPATING COMPANY

 ..............., on behalf of ORENDA AEROSPACE CORPORATION, one of the
companies participating in the Project which is the subject of the Secretary
of State's offer letter of 22 January 2001 hereby confirm that, in
consideration of the Secretary of State's becoming bound to fulfill the
obligations undertaken by him in the above offer letter upon acceptance
thereof by BORDER BIOFUELS LTD, ORENDA AEROSPACE CORPORATION accepts all the
terms and conditions set out in the offer letter and requiring the compliance
of, or imposing any obligation on ORENDA AEROSPACE Corporation as a
Participant in the Project. I undertake to the Secretary of State that ORENDA
AEROSPACE CORPORATION will do all such things and provide all such
information, documentation and assistance as is required of it or necessary
to be produced by it under the terms of the offer letter.

I further undertake to the Secretary of State that ORENDA AEROSPACE
CORPORATION will indemnify Border Biofuels Ltd in regard to any repayment to
be made to the Secretary of State under paragraphs 5, 13,18,19 and 27 of the
offer letter to the extent of monies received by ORENDA AEROSPACE CORPORATION
FROM BORDER BIOFUELS LTD under the Project. The obligation of ORENDA
AEROSPACE CORPORATIOn to indemnify BORDER BIOFUELS LTD shall only arise in
the case that actions or failures of ORENDA AEROSPACE CORPORATION form part
of the reasons of the Secretary of State in seeking repayment.


Signed..... /Sinature/........... .Director for and behalf of ORENDA
AEROSPACE CORPORATION

Date March 8th 2001

SCHEDULE 1

PROJECT COSTS

1. The provisions of this Schedule are subject to the terms and conditions of
the offer letter.

2. The grant will be 25% of the net eligible costs (as defined in paragraph 5
below) in respect of which monies have been expended (as defined in paragraph
4 below) by the Participants on the Project between 9 January 2001 and 8 July
2003, the estimated costs of which are set out below:-

Project Cost and Breakdown of the Total Resources for the Project

                                                   Totals (pound sterling)
STAFF AND OVERHEADS:
Border Biofuels Ltd                                406,528

Dynamotive Europe Ltd                              159,916

Orenda Aerospace Corporation                       159,916

Consumables                                        250,000

Capital Equipment                                3,415,000

Sub-contracts                                      236,000

Site Rental                                          5,000

UK Travel Br Subsistence                             7,680

Overseas Travel R Subsistence                        5,000

TOTAL (Overall Project Cost)                     4,645,040

Award Approved                                   1,161,300

Breakdown of Participation, in pound sterling (including collaborators where
applicable)

                         Organization       type    Financial      award
                                                   contribution    sought

Lead Organization    Border Biofuel Ltd      (R)  1,223,780         25%

Collaborator 1    Dynamotive Europe Ltd      (I)  1,080,000         25%

Collaborator 2 Orenda Aerospace Corporation  (I)  1,180,000         25%

Note: Organization Type - industry(I); education (E); and research (R),
Intermediary (such as Trade Association) (Int.)

3.  The grant to be paid will be reduced by the amount of any Selective
Assistance received or receivable on an goods or buildings, the costs of
which are properly included in the net eligible costs.

4.  For monies to have been expended liabilities must have been incurred and
delayed. No claim can be accepted for liabilities which have been incurred
but have not yet been defrayed. The labour cost, at an agreed rate, of the
Lead Company who is a sole trader or partnership, will be treated as cost
defrayed for the purpose of the claims relating to time spent in connection
with the project.

5. The net eligible costs shall be the costs which are properly attributable
exclusively to the Project excluding and deducting (as may be appropriate)
from the amount of such costs:-
    (i) input Value Added Tax;

    (ii) any other grant from any public authority (as defined in paragraph
    18 of the Offer Letter) received or receivable in respect of the Project;

    (iii) interest, service charges and interest arising from hire purchase,
    leasing and credit arrangements;

    (iv) any addition for profit by any Participant and profit earned by any
    company in any Participant's group as a result of work relevant to the
    Project undertaken by a Participant or sub-contracted to such company by
    a Participant. For the purposes of this sub-paragraph "group" means any
    holding company of any Participant and any subsidiary of such holding
    company or of, and "holding company" and "subsidiary" have the respective
    meanings assigned to them in Section 736 of the Companies Act 1985.


SCHEDULE 2


REPORTING REQUIREMENTS


1.  The Company shall provide to the Mr Nick Hall-Stride the following:
    (a)   at monthly intervals one copy of a progress report summarizing the
          progress of the Work to date;

    (b)   progress meetings, if and when required, will be held with and
          arranged by the ETSU Project Supervisor;

    (c)   Not later than 9 June 2003 one copy of a drat final report
          describing all of the Work carried out. ETSU's Project Supervisor
          shall forward his detailed comments on the draft report to the
          Company by 23 June 2003;

    (d)   Upon receipt of written confirmation that the draft report is
          satisfactory, the Company shall provide by 8 July 2003:-

      (i)   Two bound copies of the agreed final report, and

      (ii)  One unbound master copy of the agreed final report on single
            sided A4 plain paper;

      (iii) an electronic copy of the report in a format compatible with Word
            for Windows.

2. The reports detailed above shall be in a form agreed with the Secretary of
State and in accordance with the 'Guidelines for the Preparation of
Department of Trade and Industry's New and Renewable Energy Programme
Contractors Reports', a copy of which will be provided to the Company on
request.

SCHEDULE 3


THE ACCOUNTANT'S REPORT


I/We have examined the enclosed claim and previous claims submitted by Border
Biofuel Ltd (the Company), on behalf of the Participants.

I/We have also examined the records of the Participants as necessary and have
obtained such explanations and carried out such tests as I/we consider
necessary.

I/We report that in my/our opinion subject to any reservations set out in
my/our accompanying letter dated

   (i) the claim and previously submitted claims for payment are in
    accordance with the Department of Trade and Industry offer letter dated
    22 January 2001 under INTEGRATED BIOFUELS, PYROLYSIS and ENERGY
    CONVERSION DEMONSTRATION PLANT including the Schedules thereto;

   (ii) the Participants have expended (as defined in Schedule 1 to the offer
    letter) monies to cover those eligible costs incurred and defrayed during
    the period from 9 January 2001 to 8 July 2003 related to the Project
    described in the offer letter amounting to:-


Staff and overheads

Consumables

Capital items

Sub-contracts

Site Rental

UK Travel R Subsistence

Overseas Travel R Subsistence

TOTAL (Overall Project Cost)

   (iii) none of the costs were incurred before 9 January 2001;

   (iv) overheads included in the expenditure are:-

        (a) in respect of the Participant's own labour;

        (b) not calculated to include any profit;

        (c) appropriate to the Project;

        (d) not in excess of overhead rates applicable to similar work
        carried out by the Participants;

    (v) the totals at (ii) above exclude any other grant from any public
    authority received or receivable by the Company or any Participant in
    respect of the Project;

    (vi) the totals at (ii) above exclude input Value Added Tax and interest
    and service charges arising from hire purchase, leasing and credit
    arrangements;

    (vii) the totals at (ii) above exclude any addition for profit by any
    Participant and profit earned by any company in any Participant's group
    (as defined in Schedule 1) as a result of work relevant to the Project
    undertaken by a Participant or sub-contracted to such company by a
    Participant.

    (viii) the Participants have maintained adequate records to enable me/us
    to report on this claim for payment of  grant.


I/We certify that except for the grants mentioned above or specified in
my/our accompanying letter dated no grants from any other public authority
have been received or are receivable by any Participant in respect of the
Project.


Name for enquiries

FRAMEWORK FOR COLLABORATION

1. DEFINITIONS

(i) THE PROGRAMME:

All work carried out under the New and Renewable Energy Programme and
supported by the Department and other funding organisations (if any) and
extending to the exploitation of that work.

(ii) THE PROJECT:

Specific work undertaken in collaboration as part of the Programme with
financial support from the Department and other funding organisations (if
any).

(iii) CONSORTIUM:

The participants in the Project working within the terms of a formal
collaboration agreement.

(iv) PARTICIPANT:

Any commercial, academic or other science-base research organisation
undertaking research within the terms of a collaboration agreement as part of
the Project supported by the Department and other funding organisations (if
any) under a Programme.

(v) LEAD COMPANY:

Where specified by the collaboration agreement, the Participant that
coordinates the applications and is the sole recipient of the Consortium
grant from the Department.

(vi) INTELLECTUAL PROPERTY:

Any inventions (whether patentable or not) and applications thereof, patents,
registered designs, copyright material including computer software, and
technical know how and other information.

(vii) BACKGROUND:

Any Intellectual Property made available by a Participant for use in the
Project or necessary to exploit the results but not generated under the
Project and belonging to the Participant or to which the Participant has the
necessary rights for the purpose of the Programme. References to Background
in this Framework include only such material as above which is made available
before or during the Project or identified before the end of the Project or
is necessary for the exploitation of the results of the Project.

(viii) RESULTS:

Any Intellectual Property generated under the Project by one or more
participants or under any subcontract made between a Participant and a
subcontractor in connection with the Project.

(ix) IPR:

Intellectual Property rights including Background and Results.

(x) Dissemination:

The passing of a report prepared by a Participant to any other Participant(s)
which contains:

    (a) a statement on the Results and/or progress of work done under the
    Project;

    (b) a statement of the performance, form, fit or function of items
    resulting from work on the Project.


(xi) DISCLOSURE:

 The passing to any party by a Participant of information which contains:
    (a) data relating to capability, technology, techniques, process know-how
    and the like;

    (b) any data which is deemed by the disclosing party to be of a
    commercially sensitive nature.


2. STRUCTURE OF COLLABORATION

Each Participant will be entitled to choose its partners in any Consortium.
The members of a Consortium will submit a joint proposal to the Department. A
formal collaboration agreement shall be entered into, setting out inter alia:

    (a) the terms of the collaboration between the intending Participants and
    the mechanisms for managing the Project;

    (b) ownership and licensing of IP;

    (c) provisions for confidentiality including any mechanisms for
    dissemination and disclosure.


MANAGEMENT/ORGANISATION OF A CONSORTIUM

The collaboration agreement relating to a Project should cover the management
and organisation of the Consortium. It should set out the details of how the
work by the deferent Participants will be coordinated; the responsibilities
and liabilities of the Participants; how information relating to the Project
will be collected and assessed; and the mechanisms for reviewing progress and
reporting the results of these reviews to the Department and to other funding
organisations (if any) at agreed intervals. The following conditions shall
apply:-

    (1) the Consortium should appoint an employee of one of its Participants
    as Project Manager responsible for the documentation of IPR and the
    implementation of a project management system. The Project Manager will
    also act as a formal contact point with the Department and other funding
    organisations (if any) for the collection, coordination and communication
    of management information and submission of regular progress reports;

    (2) the Consortium will appoint a Lead Company to act on behalf of the
    Consortium vis-a-vis the Department. The collaboration agreement should
    set out the rights and responsibilities of the Lead Company vis-a-vis the
    other Participants.

    (3) the Department and other funding organisations (if any) will normally
    appoint a Project Monitor to undertake the technical monitoring required
    under the Programme. The participants will cooperate with the Project
    Monitor and make available such information (both financial and
    technical) as he/she considers necessary for the effective monitoring of
    the Project.


4 INTELLECTUAL PROPERTY

    (1) Participants should make all reasonable enquiries concerning the
    availability of, and rights to use, IP needed for the Project and ensure
    that to the best of their respective beliefs there are no such rights
    which are required in connection with the carrying out of the Project or
    the exploitation of the Results that are not owned by or available to
    the Participants at start of the Project.

    (2) Background necessary for the purposes of the Project shall be made
    feely available within each Consortium for such purposes for the duration
    of the project. Participation in the Programme shall not of itself affect
    the ownership of Background.

    (3) Results will be made freely available within each Consortium for the
    purpose and duration of the Project.

    (4) The results of the Project will usually be vested in the industrial
    Participant(s). The collaboration agreement shall inter alia set out the
    terms and conditions which may be agreed to safeguard the interests of
    non-industrial Participants.

    (5) When a Participant subcontracts work under a Project, he shall take
    such steps as are necessary to ensure that his obligations under the
    Programme can be met.

5. DISSEMINATION AND DISCLOSURE

    (1) Each Consortium should furnish regular reports describing progress
    and Results for dissemination to Participants in other projects within
    the Programme. It is intended that these should be informative but may
    exclude commercially sensitive information.

    (2) Participants should not withhold unreasonably information relating to
    a Project requested by Participants of other projects in the Programme
    who are not also Participants in that Project. The owner of the
    information may require the recipients to enter into an appropriate
    confidentiality agreement which may be subject to the prior approval of
    the other members of the Consortium.

    (3) Participants are free to take into account their commercial interests
    when deciding whether and how material stemming from a Project should be
    made public. Within the constraints that this may impose, Participants
    should be able to publish material as they think appropriate and other
    Participants should not seek to impose unreasonable restrictions on
    their doing so.

    (4) Where the Consortium includes one or more Government Establishments,
    the Crown have the right, free of payment, to use the Results for
    information and research purposes only, within Government departments and
    establishments, provided that any information not in the public domain
    relating to such Results shall not be communicated outside such
    Government departments and establishments without the prior written
    permission of the Participants to whom the Results are proprietary.

    (5) Where disclosure of information about a Project is necessary for the
    purpose and implementation of another Project, and the conditions set out
    in this section and elsewhere do not provide a means of ensuring this,
    the Department and other funding organisations (if any) may call a
    meeting of the interested parties with a view to determining what
    information should be made available for the purposes of that Project
    and on what terms.


6. FURTHER RESEARCH

In general science-base Participants shall be entitled to use their Results
for further research. Where this involves the use of information supplied or
generated by other Participants, consent should not be unreasonably withheld.


7. EXPLOITATION

Industrial Participants to a Project should ensure as far as possible the
exploitation of Results owned by them and shall in consequence be entitled
to:

    (a) a licence to use the Background of other Participants to the Project
    to the extent necessary to exploit their own Results. Such licence will
    be on terms specified in the collaboration agreement.

    (b) a licence to use the Results of other Participants to the Project to
    the extent necessary to exploit the Participant's own Results. Such
    licence will be on terms specified in the collaboration agreement.

All licences should be on a non-exclusive basis and may be transferable.


8 FAILURE TO EXPLOIT

    (1) Where a Participant fails to exploit its Results and in consequence
    licenses those Results and any necessary Background to another
    organisation, the licence shall be on fair and reasonable terms in
    respect of Results and on commercial terms in respect of Background.

    (2) The collaboration agreement shall specify the circumstances under
    which, and the terms on which, the IPR should revert, where IPR that had
    been invested by one Participant in another Participant is not exploited
    by the latter.


9. TERMINATION

A Participant may withdraw from a Project only with the unanimous consent of
the other Participants. Otherwise withdrawal shall be treated as default and
the conditions set out below should apply.

If a Participant to a Project defaults on its obligations so as to jeopardize
the objectives of the Project, the defaulting Participant's right to continue
participating in the Project may be terminated, where upon:-

(a) rights granted to other Participants in respect of the defaulting
Participant's Background shall continue for the duration of the Project; to
the extent that exploitation of the Results of other Participants is
dependent on the defaulting Participant's Background this shall be licensed
on terms to be specified in the collaboration agreement.

(b) the defaulting Participant shall provide other Participants with a free
licence to use any of its Results necessary for the implementation of the
Project and furthermore to the extent necessary for them to exploit their own
rights.

all rights acquired by the defaulting Participants to the Background and
R.esults of other Participants shall cease immediately.