Exhibit 10.1 c.


     THIS AGREEMENT is made on      April 6th          2001

BETWEEN:

(1) THE PERSONS whose names and addresses are set out in Schedule 1
    (the "Directors");

(2) BORDER BIOFUELS LIMITED (registered in Scotland under number SC137495)
    whose registered office is situate at 11 Murray Street Duns Berwickshire
    TD11 3DF (the "Company");

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

(4) 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 Colombia, V6E 4N7
    Canada] ("DTC").

WHEREAS:

(A)  The Company owes certain sums to the Directors, details of which are set
     out in Schedule 1 to this Agreement.

(B)  Dynamotive has agreed to purchase 75% of the issued share capital of the
     Company on the terms and subject to the conditions of the Share Purchase
     Agreement.

(C)  In compliance with the terms of the Share Purchase Agreement Dynamotive
     and the Directors have agreed to conversion of the Loans to shares in
     Dynamotive Technologies Corporation, the ultimate holding company of
     Dynamotive 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 and the net amount of any
    debts(other than trading debts incurred in the ordinary course) owed by
    the Group to Dynamotive or any holding Company or subsidiary of
    Dynamotive and the loan specified in Part 1 of Schedule 7 to the Share
    Purchase Agreement;

    "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;

    "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;

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

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

    "EXPIRY DATE" means the date being 6 months after completion of
    acquisition of all of the Loans;

    "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 Loan Accounts Report in
    respect of each year ("the Average Middle Market Price");


    "LOANS" means the amounts due and owing from the Company to the Directors
    in the amounts set against their respective names in Schedule 1;


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

    "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 PURCHASE AGREEMENT" means the agreement, made on the same date as
    this agreement, between Dynamotive and (amongst others) the Directors;

    "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;

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, bye-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.  SATISFACTION OF LOANS

    On and subject to the terms and conditions of this Agreement, the
    Company,Dynamotive, DTC and each of the Directors agree that each of the
    Loans (or such part thereof as shall be determined in accordance with
    Clause 5 of this Agreement) shall be acquired by DTC in consideration of
    the issue of Consideration Shares.

3.  CONDITIONS

3.1 Acquisition of the Loans is conditional upon the Company achieving net
    positive Relevant Profits.

3.2 DTC (but not the Directors) shall be entitled by written notice to the
    Directors to waive the condition in Clause 3.1


4.  CONSIDERATION

    The consideration for the acquisition of the Loans shall be (a) 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 for a Consideration Share 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 CONSIDERATION SHARES

5.1 In each Accounting Period:

    (a) the amount of the Loans to be converted shall be equal to the
        elevant Profit of the Company for that Accounting Period;

    (b) the number of Consideration Shares to be allotted in accordance with
        Clause 4 shall be such number of Ordinary Shares allotted and issued
        at the Issue Price as have an aggregate value equal to the Relevant
        Profit;

    (c) the proportion of Consideration Shares to be issued to, and the
        amount of the Loans (the "LOAN AMOUNTS") to be acquired from, each
        Director, shall be equal to the proportion which each Director's Loan
        represents of the total amount of the Loans owed to the Directors in
        such period;

    Provided that if the aggregate consideration payable by DTC in respect of
    any Accounting Period shall be less than 5,000 pound sterling then no
    part of the Loans shall be acquired and no Consideration Shares shall be
    issued in respect of such period.

5.2 (a) DTC 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 Directors, Dynamotive
        and the Company  (the "LOAN ACCOUNTS REPORT") specifying the Relevant
        Profit in respect of such period, which report shall be certified by
        an officer of DTC 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 Loan Amounts; and

        (v) the number of Ordinary Shares to be issued in consideration of
         the Loan Amounts.

   (b) Upon the Directors' written request DTC shall provide, or procure
       provision of, to the Directors such relevant data and information
       which the Directors shall reasonably require to substantiate the Loan
       Accounts Report including (without limitation) all accounting records
       and copies of all material contracts and leases between 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 DTC 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 Directors may upon reasonable
       notice at any time, but such that there shall be not more than one
       such inspection by the Directors, 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 Sub-
       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 DTC enter into a confidentiality undertaking in a
       form reasonably satisfactory to DTC.  If, upon performing such audit
       the Directors shall not agree with the Loan Accounts Report they shall
       inform DTC thereof detailing in writing the reason therefor and that
       element of the Retained Profit requiring adjustment and DTC shall
       consider the proposals of the Directors with a view to agreeing a
       revision to the Loan Amounts and number of Consideration Shares.

   (e) If after a reasonable period for due and proper discussion (but not
       exceeding twenty Business Days) of any notice served by the Directors
       pursuant to Sub-Clause 5.2(d) the Directors and DTC are unable to
       reach agreement on the matters specified therein then the Directors
       shall be entitled to give notice (the "REVIEW NOTICE") to DTC
       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)
       DTC and the Directors shall appoint an independent chartered
       accountant (to be appointed failing agreement between the Directors
       and DTC 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 Directors or DTC) 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 Consideration
       Shares and in respect thereof the determination of such independent
       chartered accountant shall be final and binding on the Directors and
       DTC (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 Consideration Shares which shall then be
       deemed to be approved by the Directors and DTC for the purposes of
       this Agreement.

   (g) In the event that the independent chartered accountant shall certify
       and/or the Directors and DTC shall agree in writing that the Loan
       Amounts are in excess of the amount calculated by DTC in accordance
       with Clause 5.1 then the Company shall forthwith upon the issue of
       such certificate and/or agreement pay to the Directors an amount equal
       to such excess, which amount shall be satisfied by the issue of
       further Consideration Shares by DTC.

   (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 Loan Accounts Report then DTC 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 Directors in the proportion of the Loans held by them at the
       date hereof.

   (i) DTC shall give to the Directors and to their professional advisers and
       shall use all its reasonable endeavours to procure that its auditors
       shall give to the Directors 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 DTC 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 Directors shall at any time during the period from the issue of the
    first Loan Accounts 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 Directors have reasonable cause to believe that the
    ability of the Company to earn any Relevant Profit 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 Directors to Sale of the Loans
    is not adversely affected by any matter outside the ordinary course of
    business and if the Directors wish to apply for such an adjustment to the
    calculation of the Relevant Profit then not less than 50% of the
    Directors at such time shall notify DTC in writing providing all
    reasonable details of the reason therefor and DTC shall consider the
    proposals of the Directors with a view to agreeing appropriate
    adjustments (if any) to the provisions contained in this Agreement for
    determining the Relevant Profit.

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 Directors and DTC are unable to reach agreement on the matters
    specified therein then the Directors shall be entitled to give notice
    (the "REVIEW NOTICE") to DTC 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 DTC and the
    Directors shall appoint an independent chartered accountant (to be
    appointed failing agreement between the Directors and DTC 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 Directors or
    DTC 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 DTC and the Directors shall reduce their ideas on what should
        be the appropriate adjustments to 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 Directors to the Consideration Shares is not
        adversely affected by the act or omission or proposed act or omission
        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. ISSUE OF SHARES

6.1 Not later than 4 weeks after issue of any Loan Accounts Report to the
    Directors which (subject to Clause 5.1) shows Loans available for
    acquisition, DTC shall serve a notice on the Directors' Solicitors,
    Dynamotive and the Company (the "NOTICE") showing the Loan Amounts to be
    acquired.

6.2 If the Notice requires Loans to be purchased:-

    (a) the Directors shall, within 10 Business Days of service of the same
        deliver or procure to be delivered to DTC (and each of the Directors
        shall execute and deliver to DTC at the date of this Agreement such
        powers of attorney, deeds and documents as may be required of them
        for this purpose) Deeds of Assignment in respect of the Loans held by
        each of the Directors in such amounts as are required by the Notice
        in favour of DTC and all other documents required to give good title
        to such Loans; and

    (b) DTC shall on receipt of the items described in Clause 6.2(a) allot
        such Consideration Shares in such amounts as are referred to in the
        Notice to the  Directors, and DTC shall pay to them the Balancing
        Consideration (if any).

7. WARRANTIES

7.1 Each of the Directors represents, warrants and undertakes to DTC that:

    (a) he is and will be each time Loans are to be purchased from such
        director pursuant to this Agreement the sole beneficial owner of such
        Loans free from all encumbrances;

    (b) he has full power and authority to convert his Loan 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 The addresses and facsimile numbers of the parties for the purposes of
    Clause 9.1 are as follows:

    DTC:
    Address:              [                                    ]
    Fax:                  [                                    ]
    For the attention of: [                                    ]

    DIRECTORS:
    Address:  c/o Iain Smith & Partners, 11 Murray Street, Duns,
    Berwickshire, TD11 3DF
    Fax:   01361 883517
    For the attention of:  Allan Campbell, Esq

    DYNAMOTIVE:
    Address:  [4th Floor, 31 Davies Street, London W1K 4LR]
    Fax:   020 7518 9381
    For the attention of:  Antony Robson Esq

    The Company:
    Address:  Tweed Horizons Centre,
    Newtown St Boswells, Melrose,
    Roxburghshire, Scotland  TD6 0SG
    Fax:   01835 822997
    For the attention of:  [John Seed, Esq]

9.3 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 DTC to any subsidiary from time to
     time of DTC or to any other person to whom DTC 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
                    THE DIRECTORS


=============================================================================
               1                      2
----------------------------------------------------------------------------
NAMES AND ADDRESSES           LOAN AMOUNT
----------------------------------------------------------------------------
John Michael Seed               [ 19,086.00 ]
Woodend Farm
Duns
Berwickshire
TD11 3QW
----------------------------------------------------------------------------
David Archibald Seed            [ 17,216.00 ]
Cothill Farm
Duns
Berwickshire
TD10 6YW
----------------------------------------------------------------------------
Henry Forrest Frew              [ 17,144.00 ]
Newton Brae
Foulden
Berwick-upon-Tweed
----------------------------------------------------------------------------
Doctor Adrian Clive Bowles      [ 19,553.19 ]
South Cottage
Hodson
Swindon
Wiltshire
SN4 0QG
----------------------------------------------------------------------------
Doctor Alan John Green          [ 22,200.00 ]
124 Market Street Edenfield
Bury
Lancashire
DL0 0JL
----------------------------------------------------------------------------

John Francis Seed               [ 17,009.00 ]
Polwarth Bank
Duns
Berwickshire
============================================================================
 TOTAL:                         [ 112,208.19 ]
============================================================================


                                 SCHEDULE 2
                      Part 1 : Details of the Company

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

Company Number:        SC137495

Date of Incorporation: 1 April 1992




                   PART 2 : DETAILS OF THE SUBSIDIARIES

Name:                   THE ELECTRIC TREE COMPANY LIMITED

Company Number:         SC152492


Date of Incorporation:  12 August 1994


Name:                   INCETEC LIMITED

Company Number:         3150777

Date of Incorporation:  24 January 1996


Name:                   EMISARY LIMITED

Company Number:         3150758

Date of Incorporation:  24 January 1996


Name:                   BORDER BIOFUELS (CHARLESFIELD) LIMITED

Company Number:         SC152491

Date of Incorporation:  12 August 1994


Name:                   BIOMASS ENERGY LIMITED

Company Number:         SC160403

Date of Incorporation:  15 September 1995


Name:                   ECOGEN KIELDER BIOMASS LIMITED

Company Number:         3328637

Date of Incorporation:  6 March 1997


Name:                   WOOD POWER (SCOTLAND) LIMITED

Company Number:         SC161260

Date of Incorporation:  27 October 1995


Name:                   BIOMASS HEATING INVESTMENTS LIMITED

Company Number:         SC194722

Date of Incorporation:  29 March 1999


Name:                   BIOMASS PROCESSING LIMITED

Company Number:         SC137351

Date of Incorporation:  25 March 1992


Name:                   THIRD GENERATION LIMITED

Company Number:         SC152057

Date of Incorporation:  21 July 1994

SIGNED by   Steve Ives
for and on behalf of
DYNAMOTIVE TECHNOLOGIES
CORPORATION                 ......./Signature/..............




SIGNED by   Anthony Robson
for and on behalf of
DYNAMOTIVE EUROPE LIMITED   ......./Signature/..............



SIGNED by
for and on behalf of
BORDER BIOFUELS LIMITED     ......./Signature/..............



SIGNED by
JOHN MICHAEL SEED           ......./Signature/..............



SIGNED by
DAVID ARCHIBALD SEED        ......./Signature/..............



SIGNED by
HENRY FORREST FREW          ......./Signature/..............



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



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



SIGNED by
JOHN FRANCIS SEED           ......./Signature/..............






         DATED           April 6th                 2001





                 JOHN MICHAEL SEED and others

                           - and -

                    BORDER BIOFUELS LIMITED

                           - and -

                   DYNAMOTIVE EUROPE LIMITED

                           - and -

              DYNAMOTIVE TECHNOLOGIES CORPORATION





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

                      LOAN  ACQUISITION
                         AGREEMENT

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











                 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




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