Exhibit 10.1 a.



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"); and

(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").

WHEREAS:

(A) The Purchaser has agreed to purchase and the Vendors have agreed to sell
    to the Purchaser 75% of the issued share capital of 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 DATE" means 31 March 2000;

    "ACCOUNTS" means the audited financial statements of each of the Group
    Companies and the audited consolidated financial statements of the Group
    as at, and for the accounting year ended on, the Accounting Date
    (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;

    "ACT" means the Companies Act 1985;

    "ADRIAN BOWLES" means Dr Adrian Clive Bowles, one of the Vendors;

    "ASSOCIATE" has the meaning given to that expression by section 435 of
    the Insolvency Act 1986;

    "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, a company registered in
    Scotland, brief details of which are set out in Part 1 of Schedule 2,
    except in Schedule 5 where it means each of the Group Companies
    severally;

    "COMPLETION" means completion of the sale and purchase of the Shares in
    accordance with Clause 5;

    "COMPLETION DATE" means the date on which Completion takes place;

    "CONDITIONAL Share purchase Agreement" means the agreement of today's
    date relating to the purchase of 25% of the Company;

    "CONSIDERATION" means the consideration payable for the Shares as set out
    in Clause 3.4;

    "DISCLOSURE LETTER" means the letter of the same date as this Agreement
    from the Warrantors to the Purchaser qualifying the Warranties;

    "EMPLOYEE" includes (without limitation) any person who is a "worker" as
    that expression is used in the Part-time Workers (Prevention of Less
    Favourable Treatment) Regulations 2000, the Working Time Regulations
    1998, the National Minimum Wage Act 1999 and the Welfare Reform and
    Pensions Act 1999;

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

    "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;

    "ICTA" means Income and Corporation Taxes Act 1988;

    "IHTA" means Inheritance Tax Act 1984;

    "JOHN SEED" means John Michael Seed, one of the Vendors;

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

    "MANAGEMENT ACCOUNTS" means the management accounts of the Group as at 21
    March 2001, copies of which are attached to the Disclosure Letter;

    "PROPERTIES" means the land and buildings referred to in Parts 1 and 2 of
    Schedule 3;

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

    "RECOGNISED INVESTMENT EXCHANGE" has the meaning given to it by section
    207 of the Financial Services Act 1986;

    "SETTLED CLAIM" means any claim under the Warranties or Tax Deed which is
    either agreed between the parties or determined by the Courts to give
    rise to a liability to the Purchaser;

    "SETTLEMENT DATE" means the date which is five Business Days after the
    last date on which the Purchaser is entitled to give notice to the
    Warrantors of claims under the Warranties (other than the Tax Warranties)
    as set out in Schedule 5;

    "SHARES" means 831,487 fully paid ordinary shares of 1 pound sterling
    each in the capital of the Company comprising 75% of the issued share
    capital of the Company;

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

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

    "TAX" or "TAXATION" has the same meaning given to it in clause 1 of the
    Tax Deed;

    "TAX AUTHORITY" has the same meaning given to it in clause 1 of the Tax
    Deed;

    "TAX DEED" means the deed in the agreed form to be entered into on
    Completion between the Warrantors and the Purchaser;

    "TAX WARRANTIES" means the Warranties set out in paragraph 26 of
    Schedule 5;

    "TCGA" means Taxation of Chargeable Gains Act 1992;

    "THIS TRANSACTION" means the transaction the subject of this Agreement;

    "VAT" means value added tax as constituted by VATA;

    "VATA" means Value Added Tax Act 1994;

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

    "WARRANTIES" means the representations, warranties and undertakings set
    out in Schedule 5 and "Warranty" has the corresponding meaning;

    "WARRANTORS" means those of the Vendors whose names are set out in the
    list of Warrantors in Part 2 of Schedule 1.

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) where any statement is qualified by the expression "so far as the
        Warrantors are aware" or any similar expression that statement shall
        be treated as including an additional statement that it has been made
        after due and careful enquiry;

    (k) 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;

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

    (j) 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. CONDITIONS

2.1 Completion is subject to:

    (a) The Vendors procuring that John Seed and Adrian Bowles and Paul
        Brighton and Martin Reynard agree with the Purchaser to revise the
        terms of their service agreements with the Company, in particular in
        relation to their benefits packages;

    (b) The Vendors procuring that John Seed transfers his one ordinary share
        in the capital of Wood Power (Scotland) Limited to the Company;

    (c) Completion of an Agreement between the Company and Doctor Nigel John
        Burton in relation to Cargo Rigg Cottage in terms acceptable to the
        Purchaser;

    (d) The resignation of Doctor Alan John Green as a director of the
        Company and any of the Subsidiaries (to take effect at 1st April 2001
        and the completion of an Agreement between him and the Company
        terminating his employment by the Company at 1st April 2001 in terms
        acceptable to the Purchaser;

    (e) Confirmation from the Non-Fossil Purchasing Agency that the time
        limits for satisfaction of the conditions precedent in certain power
        purchase agreements held by the Group will be extended;

    (f) Confirmation by the Bank of Scotland that it will discharge the
        existing security over those shares in the Company currently held by
        Ditat Nominees (Edinburgh) Limited.


2.2 The Vendors shall use their best endeavours to procure the fulfilment of
    each of the conditions in Clauses 2.1(a) to 2.1(f) and shall notify the
    Purchaser immediately of the fulfilment of such conditions.

2.3 The Purchaser (but not the Vendors)  shall be entitled by written notice
    to the Vendors to waive any or all of the conditions in Clauses 2.1(a) to
    2.1(f).

2.4 If the conditions in Clauses 2.1(a) to 2.1(f) are not fulfilled or waived
    by the Purchaser at or before 5:00 pm on 31 March 2001  (or such later
    time and date as the Vendors and Purchaser may agree in writing) this
    Agreement shall terminate and the provisions of Clause 14 shall apply.

3. SALE OF SHARES

3.1 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 and the Purchaser shall purchase the Shares from the
    Vendors together with all rights attaching to them at the date of this
    Agreement.

3.2 The Purchaser shall not be obliged to complete the purchase of any of the
    Shares unless the purchase of all the Shares is completed at the same
    time.

3.3 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.

3.4 The consideration for the Shares (the "Consideration") shall be 1 pound
    sterling payable as provided in Clause 5.3.

4. CONDUCT OF THE BUSINESS OF THE COMPANY PRIOR TO COMPLETION

4.1 The Warrantors shall procure and each of the other Vendors shall use all
    his rights and powers in relation to the Company to procure (so far as he
    can procure by the use of such rights and powers) that until Completion
    each of the Group Companies shall carry on its business as a going
    concern in its ordinary course and so as to maintain its goodwill and
    connections and, in any event, in a proper and prudent manner and (save
    as may be otherwise agreed in writing by the Purchaser) shall not:

    (a) enter into, modify or terminate any material contract or any contract
        in which any of the Vendors or their respective Associates is
        interested or (other than in the ordinary course of business) any
        other contract;

    (b) dispose of the whole or any material part of its business or
        undertaking or (otherwise than in the ordinary course of trading) any
        of its assets;

    (c) discharge or redeem any Encumbrance over any of its assets or create
        or allow to subsist any Encumbrance over any of its assets except
        subsisting Encumbrances disclosed in the Disclosure Letter;

    (d) incur any capital expenditure or capital commitment or incur any
        liability, obligation or expense (whether actual or contingent) or
        make any payment except in the ordinary course of business;

    (e) amend the terms of its borrowings or create or incur any borrowing
        (except pursuant to the facilities disclosed in the Disclosure Letter
        where the borrowing does not exceed the amount disclosed in the
        Disclosure Letter as being available to be drawn down by it under
        those facilities) and for the purposes of this Clause 4.1(e)
        "borrowing" shall include factoring or invoice discounting
        arrangements, obligations under finance leases and any other
        indebtedness in the nature of borrowing;

    (f) give any guarantees, securities or indemnities for the obligations of
        any other person;

    (g) (except in the ordinary course of business) release, discharge or
        compound any liability, claim, action, demand or dispute or initiate
        or compromise or settle any litigation or arbitration proceedings or
        waive any right in relation to or the subject of litigation or
        arbitration proceedings;

    (h) employ or engage or terminate the employment or engagement of any
        director, employee or consultant or grant any bonus or benefit to or
        amend the terms of employment or engagement of any director, employee
        or consultant;

    (i) create, allot, issue, repay or redeem any share or loan capital or
        grant any option to subscribe for or otherwise acquire any shares or
        loan capital;

    (j) declare, pay or make any dividend or distribution;

    (k) alter its memorandum or articles of association or pass any members'
        resolution or make or allow to be made any decision or agreement of
        its members having equivalent effect;

    (l) (conditionally or unconditionally) offer or agree to do any of the
        acts or things referred to in any of the foregoing paragraphs; or

    (m) otherwise do anything or permit anything to be done in breach of the
        Warranties or which would or might be a breach of any of the
        Warranties on their being repeated at Completion by reference to the
        facts and circumstances existing at that time.

4.2 Until Completion the Warrantors shall procure, and each of the other
    Vendors shall use all his rights and powers in relation to the Group to
    procure (so far as he can procure by the use of such rights and powers),
    that the Group Companies shall allow the Purchaser and any person
    authorised by the Purchaser full access to the Properties and to all the
    books and records of the Group and that the Group's employees, directors
    and professional advisers shall give promptly all such information and
    explanations relating to the Group as the Purchaser or such person shall
    reasonably request.

5. COMPLETION

5.1 Completion shall take place at 11am on 30 March 2001 or if all the
    conditions in Clause 2.1 have not been fulfilled or waived by that date
    then within 3 Business Days of the conditions being so fulfilled or
    waived at the offices of the Purchaser's Solicitors or at such other time
    and place as the Vendors and the Purchaser may agree.

5.2 At Completion the Vendors shall comply with Schedule 4.

5.3 At Completion the Purchaser shall:

    (a) pay the Consideration in cash to the Vendors' Solicitors (who are
        hereby irrevocably authorised to receive the same on behalf of the
        Vendors) and;

    (b) deliver to the Vendors' Solicitors a copy of the Tax Deed duly
        executed by the Purchaser.

5.4 The Purchaser shall not be concerned to see to the application of any
    payments made by the Purchaser under Clause 5.3 and the receipt of the
    Vendors' Solicitors shall be an absolute discharge to the Purchaser for
    that part of the Consideration paid to them.

5.5. If all the provisions of Schedule 4 are not complied with in full on
    Completion the Purchaser may:

    (a) defer Completion to a date not more than 28 days after the date
        specified in Clause 5.1 in which event the provisions of this
        Clause 5.5 shall apply to Completion as so deferred; or

    (b) proceed to Completion so far as practicable without prejudice to its
        rights to demand full compliance with Schedule 4 and/or to claim
        damages for the breach; or

    (c) terminate this Agreement in which case Clause 14 shall apply.

6. WARRANTIES

6.1 The Warrantors represent, warrant and undertake to the Purchaser in the
    terms of the Warranties.  The Warranties shall be repeated at Completion
    by reference to the facts and circumstances existing at that time.

6.2 The Warrantors acknowledge that the Warranties are given with the
    intention of inducing the Purchaser to enter into this Agreement and that
    the Purchaser is entering into this Agreement in reliance upon each of
    the Warranties.

6.3 The Warranties are given subject to matters fully and fairly disclosed in
    the Disclosure Letter and no other matter of which the Purchaser has
    knowledge (actual or constructive) shall exclude or limit any claim by
    the Purchaser under this Agreement or operate to reduce any amount
    recoverable.  Nothing in the Disclosure Letter shall exclude or limit any
    liability or obligation of the Warrantors under the Tax Deed or any
    provision of this Agreement other than the Warranties.

6.4 Each of the Warranties is separate and independent and, save as expressly
    otherwise provided in this Agreement, shall not be limited by reference
    to any other Warranty or by anything in this Agreement or the Tax Deed.

6.5 The Warrantors shall forthwith notify the Purchaser in writing of
    anything which occurs or comes to their knowledge prior to Completion
    which constitutes or may constitute a breach of the Warranties or would
    or might do so on their being repeated at Completion.

6.6 If, at any time prior to Completion, the Purchaser becomes aware of
    anything (whether or not as a result of notice from the Warrantors under
    Clause 6.5) which constitutes or may constitute a breach of the
    Warranties or would or might do so on their being repeated at Completion
    or any breach of the provisions of Clause 4 the Purchaser may either:

    (a) terminate this Agreement, but without prejudice to the right of the
        Purchaser to claim damages for any such breach, and Clause 14 shall
        apply; or

    (b) complete this Agreement in accordance (or as nearly as possible in
        accordance) with its terms but without prejudice to the right of the
        Purchaser to claim damages for any such breach or any other right or
        remedy available to the Purchaser

    provided that if a matter arises after the date of this Agreement but
    before Completion which does not constitute a breach of the Warranties at
    the date of this Agreement but which would do so on their being repeated
    at Completion, the occurrence of which is beyond the control of the
    Vendors, which could not reasonably have been foreseen at the date of
    this Agreement and which is fully and fairly disclosed to the Purchaser
    by a notification from the Vendors given in accordance with Clause 6.5,
    the Purchaser's sole remedy in respect of such breach shall be to
    terminate this Agreement in accordance with Clause 6.6(a) and the
    Purchaser shall have no right to claim damages in respect of such breach
    whether or not this Agreement is terminated.

6.7 The Warrantors shall not make any claim or demand or exercise any right
    or remedy against any Group Company or any officer or employee of any
    Group Company in connection with this Transaction (including without
    limitation the giving of the Warranties or the provision of information
    contained or reflected in the Disclosure Letter) and hereby waive any
    such claim as may exist.

6.8 Any obligation which the Purchaser may have to mitigate any loss arising
    out of any breach of the Warranties or any other provision of this
    Agreement shall not extend to allowing any Group Company to become
    insolvent.

6.9 If and to the extent that any Settled Claim shall remain outstanding at a
    time when any of the Loans referred to in Schedule 7 Part 2 of this
    Agreement become repayable, or any consideration becomes due for payment
    in respect of the acquisition of shares in the Company (other than from D
    J Turnbull, N J Burton or EcoGen Projects Limited), in each case pursuant
    to the Conditional Share Purchase Agreement, then the Purchaser shall be
    entitled to deduct from such payments an amount equal to any such
    outstanding Settled Claims.

6.10 The Purchaser shall be entitled to make claims under either or both of
     the Warranties and the Tax Deed in respect of the same matter provided
     that it may not recover more than once in respect of the same loss or
     damage.

6.11 The provisions of Schedule 6 shall apply to limit the liability of the
     Warrantors in respect of claims under the Warranties and, where
     expressly stated, the Tax Deed provided that no such limitation shall
     apply in case of fraud or dishonesty or wilful or reckless non-
     disclosure by the Warrantors.

6.12 Each of the Vendors (other than the Warrantors) represents, warrants and
     undertakes to the Purchaser that:

    (a) he is now, or prospectively, and will be at Completion the sole
        beneficial owner of the Shares shown against his name in Schedule 1
        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.


7. POST-COMPLETION OBLIGATIONS OF THE WARRANTORS

7.1 Each of the Warrantors undertakes to the Purchaser, for itself and for
    the benefit of each Group Company:

    (a) not for a period of 3 years from the Completion Date to be, directly
        or indirectly and whether as a shareholder, partner, consultant,
        director, employee, agent or principal or in any other capacity,
        engaged, concerned or interested whether alone or jointly with others
        in any business or company carrying on within the United Kingdom the
        business of identifying, developing, or implementing any projects in
        the identification, development or implementation of which the
        Company or the Subsidiaries have been engaged at any time during the
        Warrantor's employment by the Company provided that any Warrantor may
        be interested in up to three per cent of the securities of any class
        in any company carrying on within the United Kingdom such a business
        if such securities are listed or dealt in on a recognised investment
        exchange;

    (b) not for a period of 3 years from the Completion Date for himself or
        for or through any other person to employ or engage or seek to entice
        away from the employment or engagement of the Group any person who
        was at any time during the 12 months before the Completion Date
        employed or engaged under a contract for services by any Group
        Company;

    (c) not for a period of 3 years from the Completion Date for himself or
        for or through any other person to canvass or solicit or seek to
        canvass or solicit any person who shall have been at any time during
        the 12 months before the Completion Date a customer or client of any
        Group Company with a view to offering to such person services which
        compete with those supplied to that person by any Group Company;

    (d) not at any time after the Completion Date to use or hold himself out
        as using any of the trading or operating names of any Group Company
        or any abbreviation, imitation or derivation of any of them;

    (e) not at any time after the Completion Date to make use of or disclose
        or permit to be disclosed to any third party any information of a
        secret or confidential nature relating to the business or affairs of
        any Group Company; and

    (f) not at any time after the Completion Date to represent himself or
        permit himself to be held out as being in any way connected with or
        interested in the business of any Group Company.

7.2 Each of the undertakings in Clause 7.1 is a separate and severable
    obligation of each of the Warrantors.

7.3 Each of the Warrantors acknowledges and agrees that the duration, extent
    and application of each of the restrictions in Clauses 7.1(a), (b), (c),
    (d), (e) and (f) are no greater than is reasonable and necessary for the
    protection of the interests of the Purchaser and the Group but that, if
    any such restriction shall be adjudged by any court of competent
    jurisdiction to be void or unenforceable but would be valid if part of
    the wording thereof was deleted and/or the period thereof was reduced,
    the restriction shall apply with such modifications as may be necessary
    to make it valid and effective.

7.4 Nothing in Clause 7.1 shall prohibit or restrict anything which John Seed
    or Adrian Bowles may do in the proper performance of his duties under the
    Service Agreement after Completion.


8. ANNOUNCEMENTS

   No announcement shall be made by any party before Completion in relation
   to any of the transactions provided for in this Agreement without the
   prior written consent of the other parties, which consent shall not be
   unreasonably withheld or delayed.


9. COSTS

   The Purchaser shall contribute 5,000 pound sterling plus VAT to the costs
   incurred by the Vendors to the Vendor's Solicitors in connection with this
   Agreement, otherwise the parties shall pay their own costs in connection
   with this Agreement and no such costs shall be borne by any Group Company.

10.  NOTICES

10.1 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.

10.2 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.

11.  FURTHER ASSURANCE

     Each of the Vendors shall at his own cost do or procure to be done all
     such further acts and things and execute or procure the execution of all
     such further documents as the Purchaser may from time to time reasonably
     require, whether on or after Completion, for the purpose of vesting the
     Shares held by that Vendor in the Purchaser free from all Encumbrances
     and together with all rights attaching to them, and each of the
     Warrantors shall at his own cost do or procure to be done all such
     further acts and things and execute or procure the execution of all such
     further documents as the Purchaser may from time to time reasonably
     require, whether on or after Completion, for giving to the Purchaser the
     full benefit of this Agreement.

12.  WHOLE AGREEMENT AND VARIATION

12.1 This Agreement (together with any documents referred to in it)
     constitutes the whole agreement between the parties and no modification,
     variation or amendment of this Agreement shall be effective unless such
     modification, variation or amendment is in writing and has been signed
     by or on behalf of all the parties. This Agreement supersedes and wholly
     replaces the understanding between the Purchaser and certain of the
     Vendors contained in letters dated 29th November and 1st December 2000.

12.2 Each party acknowledges that in entering into this Agreement he has not
     relied on any warranty, representation or statement made by or on behalf
     of any other party except for those which are expressly set out in this
     Agreement provided that this shall not limit or otherwise affect the
     rights or remedies of any of the parties in respect of any fraudulent
     misrepresentation.

13.  WAIVER

13.1 No waiver of any breach of or default under this Agreement shall be
     effective unless such waiver is in writing and has been signed by the
     party against which it is asserted.

13.2 No failure or delay by the Purchaser in exercising any right, power or
     remedy under this Agreement shall constitute a waiver of the right,
     power or remedy and no single or partial exercise by the Purchaser of
     any right, power or remedy under this Agreement shall prevent any
     further exercise of the right, power or remedy or the exercise of any
     other right, power or remedy.

13.3 The rights, powers and remedies of the Purchaser under this Agreement
     are cumulative and not exclusive of any rights, powers or remedies
     provided by law.

13.4 The Purchaser may release or compromise the liability of any of the
     Vendors or Warrantors under this Agreement or, where applicable, the Tax
     Deed without affecting the liability of the other Vendors or Warrantors.

14.  EFFECT OF TERMINATION

     This Clause and Clauses 9, 10, 11 and 17 shall continue to have effect
     notwithstanding the termination or rescission of this Agreement and any
     rights or obligations of the parties in respect of any breach of this
     Agreement accruing prior to, on or as a result of such termination or
     rescission shall continue to subsist notwithstanding such termination or
     rescission.

15.  EFFECT OF COMPLETION

     The provisions of this Agreement, so far as they are capable of having
     effect after Completion, shall remain in full force and effect
     notwithstanding Completion.

16.  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.


17.  ASSIGNMENT

17.1 Except as provided in Clause 17.2, 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.

17.2 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.

18.  CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

18.1 Subject to Clause 18.2, 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.

18.2 The Group Companies shall be entitled to enforce the provisions of
     Clause 7 and the Group Companies and their respective officers and
     employees shall be entitled to enforce the provisions of Clause 6.7, in
     each case pursuant to the Contracts (Rights of Third Parties) Act 1999.


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                          3
NAMES AND ADDRESSES NO.      OF SHARES HELD NO.       OF SHARES BEING SOLD
----------------------------------------------------------------------------
David John Turnbull          13,792                   10,344
9 Barony Knoll
Jedburgh Road
Kelso
Roxburghshire
----------------------------------------------------------------------------
Dr Nigel J Burton             237,818                  178,364
[Address]
----------------------------------------------------------------------------
John Michael Seed            178,212                   133,659
Woodend Farm
Duns
Berwickshire
TD11 3QW
----------------------------------------------------------------------------
David Archibald Seed         139,709                   104,782
Cothill Farm
Duns
Berwickshire
TD10 6YW
----------------------------------------------------------------------------
John Francis Seed            3,470                      2,603
Polwarth Bank
Duns
Berwickshire
TD10 6YP
----------------------------------------------------------------------------
Mrs Agnes Lawson Seed        3,470                     2,603
Polwarth Bank
Duns
Berwickshire
TD10 6YP
----------------------------------------------------------------------------
Mrs Barbara Louise Seed      82,938                   62,204
Woodend Farm
Duns
Berwickshire
TD11 3QW
----------------------------------------------------------------------------
Henry Forrest Frew           89,675                    67,257
Newton Brae
Foulden
Berwick-upon-Tweed
TD15 1UL
----------------------------------------------------------------------------
Mrs Patricia Anne Frew       49,745                    37,309
Newton Brae
Foulden
Berwick-upon-Tweed
TD15 1UL
----------------------------------------------------------------------------
Doctor Adrian Clive Bowles   56,564                    42,423
South Cottage
Hodson
Swindon
Wiltshire
SN4 0QG
----------------------------------------------------------------------------
Doctor Alan John Green       157,354                  118,016
124 Market Street
Edenfield
Bury
Lancashire
DL0 0JL
----------------------------------------------------------------------------
EcoGen Projects Limited      16,149                    12,112
Meadowmist
Church Hill
Chacewater
Truro
Cornwall
----------------------------------------------------------------------------
BSW Forestry Limited         79,748                   59,811
East End
Earlston
Berwickshire
----------------------------------------------------------------------------
 TOTAL  :                    1,108,644                831,487
----------------------------------------------------------------------------


                 Part 2 : The Warrantors

1. John Michael Seed, Woodend, Duns, Berwickshire.

2. Doctor Adrian Clive Bowles, South Cottage, Hodson, Swindon, Wiltshire.

3. Doctor Alan John Green, 124 Market Street, Edenfield, Bury, Lancashire.

                                 SCHEDULE 2
                          Part 1 : Details of the Company


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

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

Members:                  Registered shareholders:
                             Ditat Nominees (Edinburgh) Limited (777,286)
                             D J Turnbull                       ( 13,792)
                             Dr N J Burton                      (  1,818)

                          Prospective shareholders:
                             Dr N J Burton                       (236,000)
                             BSW Forestry Ltd                    ( 79,748)

                          Beneficial owners:
                             David John Turnbull                 ( 13,792)
                             Dr Nigel J Burton                   (237,818)
                             John Michael Seed                   (178,212)
                             David Archibald Seed                (139,709)
                             John Francis Seed                  (  13,470)
                             Mrs Agnes Lawson Seed               ( 13,470)
                             Mrs Barbara Louise Seed             ( 82,938)
                             Henry Forrest Frew                  ( 89,675)
                             Mrs Patricia Anne Frew              ( 49,745)
                             Doctor Adrian Clive Bowles          ( 56,564)
                             Doctor Alan John Green              (157,354)
                             EcoGen Projects Limited            (  16,149)

Directors:                John Michael SEED (Managing Director)
                          Woodend Farm, Duns, Berwickshire TD11 3QW

                          David Archibald SEED
                          Cothill Farm, Duns, Berwickshire  TD10 6YW

                          Henry Forrest FREW
                          Newton Brae, Foulden, Berwick-upon-Tweed


                          Doctor Adrian Clive BOWLES
                          South Cottage, Hodson, Swindon, Wiltshire
                          SN4 0QG

                          Doctor Alan John GREEN
                          124 Market Street, Edenfield, Bury, Lancashire
                          DL0 0JL

                          Secretary: Allan Edwin Charles CAMPBELL
                          11 Murray Street, Duns, Berwickshire TD11 3DF

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

Company Number:           SC137495

Date of Incorporation:    1 April 1992

Accounting Reference Date: 31 March

Register of Charges:      (1) Bond and floating charge (dated 1 May 1997) for
                              all sums due or to become due, over all of the
                              assets of the company, in favour of the Bank of
                              Scotland.  The company is prohibited from
                              creating subsequent fixed security having
                              priority over or ranking equally with the
                              floating charge.

                          (2) Bond and floating charge (dated 8 June 1998)
                              for all sums due or to become due, over the
                              company and all property and assets present and
                              future including uncalled capital, in favour
                              ofthe British Linen Bank Ltd.  The company is
                              prohibited from creating subsequent fixed
                              security having priority over or ranking
                              equally with the floating charge

Note:                         3 Keyman Insurance Policies for John Seed,
                              Adrian Bowles and A J Green are charged to
                              British Linen Bank Ltd in addition to the
                              above.


                    Part 2 : Details of the Subsidiaries

Name:                         THE ELECTRIC TREE COMPANY LIMITED

Authorised Share Capital:     1,002 pound sterling, being 1,000 ordinary
                              shares of 1 pound sterling each,one Special A
                              Share of 1 pound sterling and one Special B
                              Share of 1 pound sterling

Issued Share Capital:         301 ordinary Shares of 1 pound sterling
                              Special A Share of 1 pound sterling
                              Special B Share of 1 pound sterling

Members:                      Border Biofuels Limited,
                              11 Murray Street, Duns,
                              Berwickshire
                              301 ordinary shares
                              One special"A" share

                              Dalkia plc, Elizabeth House, Staines, Middlesex
                              One Special "B" Share

Directors:                    John Michael SEED (Managing Director)
                              Woodend Farm, Duns, Berwickshire TD11 3QW

                              David Archibald SEED
                              Cothill Farm, Duns, Berwickshire  TD10 6YW

                              Doctor Alan John GREEN
                              124 Market Street, Edenfield, Bury, Lancashire
                              DL0 0JL

Secretary:                    Allan Edwin Charles CAMPBELL
                              11 Murray Street, Duns, Berwickshire TD11 3DF

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

Company Number:               SC152492

Date of Incorporation:        12 August 1994

Accounting Reference          Date: 31 March

Register of Charges:          (1) Bond and floating charge (dated 4 August
                                 1997) for all sums over all the assets of
                                 the company in favour of the Bank of
                                 Scotland.  The company is prohibited from
                                 creating subsequent fixed security having
                                 priority over or ranking equally with the
                                 floating charge.

                             (2) Bond and floating charge (dated 8 June 1998)
                                 for all sums due or to become due, over the
                                 company and all property and assets present
                                 and future including uncalled capital, in
                                 favour of the British Linen Bank Ltd.  The
                                 company is prohibited from creating
                                 subsequent fixed security having priority
                                 over or ranking equally with the floating
                                 charge



Name:                         INCETEC LIMITED

Authorised Share Capital:     10,000 pound sterling being 10,000 ordinary
                              shares of 1 pound sterling each

Issued Share Capital:         2 Ordinary Shares of 1 pound sterling each

Members:                      The Electric Tree Company Limited, 11 Murray
                              Street, Duns, Berwickshire
                              2 Shares

Directors:                    John Michael SEED (Managing Director)
                              Woodend Farm, Duns, Berwickshire TD11 3QW

                              Doctor Adrian Clive BOWLES
                              South Cottage, Hodson, Swindon, Wiltshire
                              SN4 0QG
Secretary:                    Allan Edwin Charles CAMPBELL
                              11 Murray Street, Duns, Berwickshire TD11 3DF

Registered Office:            South Cottage, Hodson, Swindon
                              SN4 0QG

Company Number:               3150777

Date of Incorporation:        24 January 1996

Accounting Reference Date:    31 March

Register of Charges:          (1) Debenture containing fixed and floating
                                  charges (dated 11 February 1999) for all
                                  monies due or to become due to the chargee,
                                  over the property and assets of the company
                                  in favour of the British Linen Bank
                                  Limited.

                              (2) Debenture containing fixed and floating
                                  charges (dated 2 November 2000) for all
                                  sums due or to become due, over the company
                                  and all property and assets present and
                                  future, in favour of the Bank of Scotland.

Name:                         EMISARY LIMITED

Authorised Share Capital:     10,000 pound sterling being 10,000 ordinary
                              shares of 1 pound sterling each

Issued Share Capital:         2 ordinary shares of 1 pound sterling each

Members:                      The Electric Tree Company Limited,
                              11 Murray Street, Duns, Berwickshire
                              2 Shares

Directors:                    John Michael SEED (Managing Director)
                              Woodend Farm, Duns, Berwickshire TD11 3QW

                              Doctor Adrian Clive BOWLES
                              South Cottage, Hodson, Swindon, Wiltshire
                              SN4 0QG
Secretary:                    Allan Edwin Charles CAMPBELL
                              11 Murray Street, Duns, Berwickshire TD11 3DF

Registered Office:            South Cottage, Hodson, Swindon,SN4 0QG

Company Number:               3150758

Date of Incorporation:        24 January 1996

Accounting Reference Date:    31 March

Register of Charges:          (1) Debenture containing fixed and floating
                                  charges (dated 11 February 1999) for all
                                  monies due or to become due to the chargee,
                                  over the property and assets of the company
                                  in favour of the British Linen Bank
                                  Limited.

                              (2) Debenture containing fixed and floating
                                  charges (dated 2 November 2000) for all
                                  sums due or to become due, over the company
                                  and all property and assets present and
                                  future, in favour of the Bank of Scotland.



Name:                        BORDER BIOFUELS (CHARLESFIELD) LIMITED

Authorised Share Capital:    1,000 pound sterling being 1000 ordinary shares
                             of 1 pound sterling each

Issued Share Capital:        One ordinary share of 1 pound sterling

Members:                     The Electric Tree Company Limited, 11
                             Murray Street, Duns, Berwickshire
                             1 Share

Directors:                   John Michael SEED
                             Woodend Farm, Duns, Berwickshire  TD11 3QW

                             David Archibald SEED
                             Cothill Farm, Duns, Berwickshire TD10 6YW

Secretary:                   Allan Edwin Charles CAMPBELL
                             11 Murray Street, Duns, Berwickshire TD11 3DF

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

Company Number:              SC152491

Date of Incorporation:       12 August 1994

Accounting Reference Date:   31 March

Register of Charges:         (1) Bond and floating charge (dated 8 June 1998)
                                 for all sums due or to become due, over the
                                 company and all property and assets present
                                 and future including uncalled capital, in
                                 favour of the British Linen Bank Ltd.  The
                                 company is prohibited from creating
                                 subsequent fixed security having priority
                                 over or ranking equally with the floating
                                 charge.

                             (2) Floating charge (dated 2 November 2000) for
                                 all sums due or to become due, over the
                                 company and all property and assets present
                                 and future, in favour of the Bank of
                                 Scotland.  The company is prohibited from
                                 creating subsequent fixed security having
                                 priority over or ranking equally with the
                                 floating charge.


Name:                        BIOMASS ENERGY LIMITED

Authorised Share Capital:    1,000 pound sterling being 1000 Ordinary Shares
                             of 1 pound sterling each

Issued Share Capital:        2 Ordinary Shares of 1 pound sterling each

Members:                     Border Biofuels Limited, 11 Murray Street, Duns,
                             Berwickshire
                             2 ordinary shares

Directors:                   John Michael SEED
                             Woodend Farm, Duns, Berwickshire  TD11 3QW

                             Doctor Adrian Clive BOWLES
                             South Cottage, Hodson, Swindon, Wiltshire
                             SN4 0QG

Secretary:                   Allan Edwin Charles CAMPBELL
                             11 Murray Street, Duns, Berwickshire TD11 3DF

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

Company Number:              SC160403

Date of Incorporation:       15 September 1995

Accounting Reference Date:   31 March

Register of Charges:         (1) Bond and floating charge (dated 8 June 1998)
                             for all sums due or to become due, over the
                             company and all property and assets present and
                             future including uncalled capital, in favour of
                             the British Linen Bank Ltd.  The company is
                             prohibited from creating subsequent fixed
                             security having priority over or ranking equally
                             with the floating charge.

                              (2) Floating charge (dated 10 July 1998) for
                             all sums due or to become due, over the whole
                             assets of the company, in favour of the Bank of
                             Scotland.  The company is prohibited from
                             creating subsequent fixed security having
                             priority over or ranking equally with the
                             floating charge.

Name:                        ECOGEN KIELDER BIOMASS LIMITED

Authorised Share Capital:    1000 pound sterling being 1000 ordinary shares
                             of 1 pound sterling each

Issued Share Capital:        3 ordinary shares of 1 pound sterling each

Members:                     Border Biofuels Limited, 11 Murray Street, Duns,
                             Berwickshire
                             3 ordinary shares

Directors:                   John Michael SEED (Managing Director)
                             Woodend Farm, Duns, Berwickshire TD11 3QW

                             Doctor Adrian Clive BOWLES
                             South Cottage, Hodson, Swindon, Wiltshire
                             SN4 0QG
Secretary:                   Allan Edwin Charles CAMPBELL
                             11 Murray Street, Duns, Berwickshire TD11 3DF

Registered Office:           South Cottage, Hodson. Swindon SN4 0QG

Company Number:              3328637

Date of Incorporation:       6 March 1997

Accounting Reference Date:   31 March

Register of Charges:         (1) Debenture containing fixed and floating
                                 charges  (dated 13 January 1999) for all
                                 monies due or to become due to the chargee,
                                 over the property and assets of the company
                                 in favour of the British Linen Bank Limited.
                                 The company is prohibited from creating
                                 subsequent fixed security having priority
                                 over or ranking equally with the floating
                                 charge.

                             (2) Debenture containing fixed and floating
                                 charges (dated 2 February 1999) for all sums
                                 due or to become due, over the company and
                                 all property and assets present and future,
                                 in favour of the Bank of Scotland.

                             (3) Debenture (dated 2 November 2000) containing
                                 fixed and floating charges for all sums due
                                 or to become due, over the Company and all
                                 property and assets present and future, in
                                 favour of the Bank of Scotland.

Name:                        WOOD POWER (SCOTLAND) LIMITED

Authorised Share Capital:    10,000 pound sterling being 10,000 Ordinary
                             Shares of 1 pound sterling each

Issued Share Capital:        2 Ordinary Shares of 1 pound sterling each

Members:                     Border Biofuels Limited, 11 Murray Street, Duns,
                             Berwickshire
                             1 ordinary share

                             John Michael SEED, Woodend Farm, Dun,
                             Berwickshire TD11 3QW
                             1 Share

Directors:                   John Michael SEED
                             Woodend Farm, Duns, Berwickshire  TD11 3QW

                             David Archibald SEED
                             Cothill Farm, Duns, Berwickshire TD10 6YW

Secretary:                   Allan Edwin Charles CAMPBELL
                             11 Murray Street, Duns, Berwickshire TD11 3DF

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

Company Number:              SC161260

Date of Incorporation:       27 October 1995

Accounting Reference Date: 31 March

Register of Charges:         (1) Bond and floating charge (dated 8 June 1998)
                                 for all sums due or to become due, over the
                                 company and all its property and assets in
                                 favour of the British Linen bank Limited.
                                 The company is prohibited from creating
                                 subsequent fixed security having priority
                                 over or ranking equally with the floating
                                 charge.

                             (2) Floating charge (dated 2 November 2000) for
                                 all sums due or to become due, over the
                                 company and all its assets and property in
                                 favour of the Bank of Scotland.  The company
                                 is prohibited from creating subsequent fixed
                                 security having priority over or ranking
                                 equally with the floating charge

Name:                        BIOMASS HEATING INVESTMENTS LIMITED

Authorised Share Capital:    1,000 pound sterling being 1000 Ordinary Shares
                             of 1 pound sterling each

Issued Share Capital:        100 Ordinary Shares of 1 pound sterling each

Members:                     Border Biofuels Limited, 11 Murray Street, Duns,
                             Berwickshire
                             67 ordinary shares


                             Nordistribution Limited,
                             97 Church Street, Brighton, East Sussex, BN1 1UJ
                             33 Shares

Directors:                   Anthony Noel REDMAN
                             Hundred House Cottage, Pound Lane, Framfield
                             Uckfield, East Sussex TN22 5RU

                             Dr Alan John GREEN
                             124 Market Street, Edenfield, Bury, Lancashire
                             DL0 0JL

Secretary:                   Allan Edwin Charles CAMPBELL
                             11 Murray Street, Duns, Berwickshire TD11 3DF

Registered                   Office: Tweed Horizons Centre, Newton St
                             Boswells
                             Melrose, Roxborough TD9 0SG

Company Number:              SC194722

Date of Incorporation:       29 March 1999

Accounting Reference Date:   31 March

Register of Charges:         None


Name:                        BIOMASS PROCESSING LIMITED

Authorised Share Capital:    1,000 pound sterling being 1000 Ordinary Shares
                             of 1 pound sterling each

Issued Share Capital:        6 Ordinary Shares of 1 pound sterling each

Members:                     Border Biofuels Limited, 11 Murray Street, Duns,
                             Berwickshire
                             4 ordinary shares

                             BSW Forestry Limited, East End,
                             Earlston, Berwickshire
                             2 Shares - to be transferred to Border Biofuels
                             Limited at Completion

Directors:                   John Michael SEED
                             Woodend Farm, Duns, Berwickshire  TD11 3QW

                             Doctor Adrian Clive BOWLES
                             South Cottage, Hodson, Swindon, Wiltshire
                             SN4 0QG

                             David Roger GRIFFITHS
                             Pendragon, High Cross Avenue, Melrose
                             Roxburghshire TD6 9SU

                             Stephen Anthony LAVERY
                             Netherby 28 Duchess Street, Stanley, Perthshire
                             PH1 4NG

                             Alan Wilson JENKINSON
                             Clifton Moor Farm, Penrith, Cumbria CA10 2EY

                             Doctor David Charles WOOD
                             Sunninghill, Summerhouse Lane, Longden
                             Shrewsbury, Shropshire SY5 8HA

Secretary:                   Allan Edwin Charles CAMPBELL
                             11 Murray Street, Duns, Berwickshire TD11 3DF

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

Company Number:              SC137351
Date of Incorporation:       25 March 1992

Accounting Reference Date:   31 March

Register of Charges:         (1) Bond and floating charge (dated 8 June 1998)
                                 for all sums due or to become due, over the
                                 company and all its property and assets in
                                 favour of the British Linen Bank Limited.
                                 The company is prohibited from creating
                                 subsequent fixed security having priority
                                 over or ranking equally with the floating
                                 charge.

                             (2) Floating charge (dated 10 July 1998) for all
                                 sums due or to become due, over all the
                                 assets of the company in favour of the Bank
                                 of Scotland.  The company is prohibited from
                                 creating subsequent fixed security having
                                 priority over or ranking equally with the
                                 floating charge.



Name:                        THIRD GENERATION LIMITED

Authorised Share Capital:    62,000 pound sterling being 62,000 ordinary
                             shares of 1 pound sterling each

Issued Share Capital:        62,000 ordinary Shares of 1 pound sterling each

Members:                     Border Biofuels Limited, 11 Murray Street, Duns,
                             Berwickshire
                             60,760 ordinary shares

                             Trevor Jones, Crowpie Cottage, 7 Orchard Road,
                              Matlock, Bath, Derbyshire
                             1,240 Shares

Directors:                   John Michael SEED
                             Woodend Farm,Duns, Berwickshire TD11 3QW

                             Doctor Adrian Clive BOWLES
                             South Cottage, Hodson, Swindon, Wiltshire
                             SN4 0QG

                             Douglas Robert COLLIN
                             The Creggans, 7 Main Street, Comrie
                             Dunfermline KY12 9HB - Resigned 19/12/2000

Secretary:                   Allan Edwin Charles CAMPBELL
                             11 Murray Street, Duns, Berwickshire TD11 3DF

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

Company Number:              SC152057

Date of Incorporation:       21 July 1994

Accounting Reference Date:   31 March

Register of Charges:         (1) Bond and floating charge (dated 8 June 1998)
                                 for all sums due or to become due, over the
                                 company and all its property and assets in
                                 favour of the British Linen Bank Limited.
                                 The company is prohibited from creating
                                 subsequent fixed security having priority
                                 over or ranking equally with the floating
                             charge.

                             (2) Floating charge (dated 10 July 1998) for all
                                 sums due or to become due, over all the
                                 assets of the company in favour of the Bank
                                 of Scotland.  The company is prohibited from
                                 creating subsequent fixed security having
                                 priority over or ranking equally with the
                                 floating charge.



                             SCHEDULE 3
                           The Properties
                   Part 1 : Freehold Properties

                  held by Border Biofuels Limited


1. Description:[None]


2. Title Number :


3. Use:


4. Rights benefiting :


5. Encumbrances:







                          Part 2 : Leasehold Properties

                       [held by Third Generation  Limited]


1. Description:Lease of Units 22, 23 and 24
                                            Tweed Horizons Centre

2. Title Number :

3. Date of Lease :

4. Term:

5. Rent: 5,800 pound sterling pa

6. Use:

7. Rights benefiting :

8. Encumbrances:


                             SCHEDULE 4
                       Completion Obligations

1. At Completion the Warrantors shall deliver or procure to be delivered to
    the Purchaser (and each of the Vendors shall execute and deliver to the
    Purchaser such certificates, transfers, powers of attorney, deeds and
    documents as may be required of him for this purpose):

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

    (b) share certificates for all shares in the Subsidiaries held by the
        Company;

    (c) share certificates for all shares in the Wood Power (Scotland)
        Limited held by John Seed and duly executed transfer in favour of the
        Company of such shares and all other documents required to give good
        title to such shares;

    (d) duly stamped irrevocable powers of attorney in the agreed form
        executed by each of the Vendors in favour of the Purchaser or its
        nominee;

    (e) the statutory books and records written up to date (but not including
        Completion), the certificates of incorporation, certificates of
        incorporation on change of name and common seals of the Company and
        the Subsidiaries;

    (f) the title deeds of the Properties;

    (g) evidence satisfactory to the Purchaser that:

        (i) each Group Company has been unconditionally released from all
            guarantees or similar obligations given or undertaken by it
           (other than any previously approved by the Purchaser in writing)
           in respect of the obligations or liabilities of any person other
           than another Group Company;

       (ii) all mortgages, charges, liens (other than liens arising in the
            ordinary course of business) or other Encumbrances over or in
            respect of any of the assets of any of the Group Companies (other
            than any previously approved by the Purchaser in writing) have
            been unconditionally redeemed, discharged and released; and

      (iii) all moneys owed (whether or not then due and payable) to any
            Group Company by any of the Vendors or any director or employee
            of any Group Company or any Associate of any such person have
            been repaid in full;

    (h) a deed of release in the agreed form duly executed by each Vendor
        confirming that no Group Company has any liability (actual or
        contingent) to him or any of his Associates and waiving on behalf of
        himself and his Associates any such claim as may exist, excepting the
        Loans, any balance for unpaid remuneration shown in the Management
        Accounts, and any sums agreed in writing to be due to Doctor Alan
        John Green on the termination of his employment at 1st April 2001;

    (h) (to the extent not held by a Group Company at its registered office)
        all deposit books and all cheque books containing unused cheques
        relating to all bank accounts of the Group Companies and all credit
        and charge cards held by each present director and secretary of the
        Group Companies or by the Vendors or any of their Associates for the
        account of any Group Company;

    (i) the amended service agreements duly executed by the Company and by
        each of John Seed and Adrian Bowles and Paul Brighton and Martin
        Reynard;

    (k) a deed in the agreed form duly executed by each present director and
        the secretary of each Group Company (other than John Seed and Adrian
        Bowles as Directors of the Company or of any Subsidiary), and by each
        company through which the services of any such director or secretary
        are provided to the Group, addressed to each Group Company  resigning
        his office with effect from the end of the meeting held pursuant to
        paragraph 2 of this Schedule and acknowledging that neither he nor
        any company through which his services are provided to the Group has
        any claims against any Group Company for compensation for loss of
        office or otherwise howsoever and waiving any such claim as may exist
        excepting the Loans, and balances for unpaid remuneration shown in
        the Management Accounts, any sums due to Doctor Alan John Green as
        above, and any professional fees due to the Secretary of any Group
        Company;

    (l) a copy of a letter to each Group Company from its auditors resigning
        their office with effect from Completion (without any claim for
        compensation for loss of office or otherwise except for any
        professional fees) and confirming that there are no circumstances of
        the kind referred to in section 394 of the Act, the original of the
        letter having been deposited at the registered office of the relevant
        company;

    (m) the Tax Deed duly executed by the Warrantors;

    (n) the signed minutes of the meetings held pursuant to paragraph 2 of
        this Schedule in terms satisfactory to the Purchaser;

    (o) a written resolution of the Company resolving to amend the Articles
        of Association by the deletion of Article 7;

    (p) a deed of termination terminating the Company's Shareholders
        Agreement;

    (q) a deed of release signed by Ditat Nominees (Edinburgh) Limited;

    (r) full accounts for the Group as at Completion, unless the Company and
        the Purchaser agree in writing that the accounts shall be delivered
        at a later date;

    (s) all the papers, books, records (in whatever medium) and all other
        assets of the Group Companies which are in the possession or under
        the control of any of the Vendors, or any of  the directors of any
        Group Company who is resigning on Completion, or any Associates of
        any such person.

2.  At Completion the Warrantors shall procure, and each of the other Vendors
    shall use his reasonable endeavours to procure (so far as he can by the
    use of such endeavours),  that a meeting of the directors of each of the
    Group Companies is duly convened and held at which resolutions are passed
    to:

    (a) approve the registration of the transfers referred to in paragraphs
        1(a) and 1(b) of this Schedule subject to stamping of the transfers,
        and authorise the issue of share certificates as directed by the
        Purchaser;

    (b) change the registered office of each Group Company to an address
        nominated by the Purchaser;

    (c) change the accounting reference date of each Group Company to such
        date as may be nominated by the Purchaser;

    (d) appoint persons nominated by the Purchaser as the directors,
        secretary and auditors of each Group Company with immediate effect
        and to accept the resignations referred to in paragraphs 1(j) and
        1(k) of this Schedule;

    (e) revoke all existing bank mandates and give new instructions to the
        relevant bank in such form as the Purchaser may require; and

    (f) approve and authorise the Company's execution of the service
        agreements.

                             SCHEDULE 5
                           The Warranties

In this Schedule references to the "COMPANY" are references to Border
Biofuels Limited and each of the Subsidiaries individually so that each of
the Warranties in this Schedule is given in relation each such company.

1.  ACCURACY AND ADEQUACY OF INFORMATION

1.1 The information set out in Schedules 1, 2 and 3 is accurate and complete
    and no relevant information has been omitted from such Schedules.

1.2 The Disclosure Letter (including all items attached to or referred to in
    the Disclosure Letter) is true and accurate and not misleading.

1.3 All information provided by the Warrantors or any of them or any Group
    Company or any of its officers, professional advisers, employees or
    agents to the Purchaser or its officers, professional advisers, employees
    or agents before or during the negotiations leading to this Agreement
    including but not limited to that provided in the course of due diligence
    carried out by the Purchaser and its professional advisers was when given
    and remains true and accurate and not misleading and there is no fact or
    matter which has not been fully and fairly disclosed in the Disclosure
    Letter which makes any such information untrue, inaccurate or misleading
    or the disclosure of which might reasonably be expected to affect the
    willingness of a prudent purchaser to enter into and complete the
    Transaction on the terms of this Agreement.

2.  CAPACITY AND AUTHORITY

2.1 Each of the Vendors has all requisite power and authority, and has taken
    all necessary action, to enter into this Agreement and any other
    agreements or instruments to be entered into by him pursuant to or in
    connection with this Agreement and to perform the obligations assumed by
    him under this Agreement and such other agreements and instruments.

2.2 The obligations on the part of the Warrantors contained in this Agreement
    and the Tax Deed and any other agreements or instruments to be entered
    into by the Warrantors or any of them pursuant to this Agreement are and
    will be legal, valid and binding obligations of the Warrantors,
    enforceable in accordance with their terms.


3.  SHARES

    The shares

3.1 The Shares (or, in the case of the Subsidiaries, the shares shown in
    Schedule 2) comprise the whole of the issued and allotted share capital
    of the Company and have been properly allotted and issued and are fully
    paid or credited as fully paid.

    OWNERSHIP OF SHARES

3.2 The Warrantors are the sole beneficial owners of the Shares shown against
    their names in Part 1 of Schedule 1 free from all Encumbrances and
    together with all rights attaching to them.

    RIGHTS OVER SHARE OR LOAN CAPITAL

3.3 No options have been granted over, and no person has or is entitled to
    claim any right (actual or contingent) to call for the issue, transfer,
    repayment or redemption of any share capital or loan capital of the
    Company.

4.  THE COMPANY

    INCORPORATION AND COMPLIANCE

4.1 The Company is a company duly incorporated and existing under the laws of
     Scotland and has at all times complied with the Act and all other
applicable
    statutes and has duly filed and made all returns, resolutions and
    documents required to be filed or made.

    MEMORANDUM AND ARTICLES

4.2 The copy of the memorandum and articles of association of the Company
    attached to the Disclosure Letter has embodied in or annexed to it a copy
    of each resolution and other document required by law to be so embodied
    or annexed and fully sets out all of the rights and restrictions
    attaching to each class of shares in the capital of the Company.

    STATUTORY BOOKS

4.3 The statutory books (including all registers and minute books) of the
    Company are in its possession and have been properly, fully and
    accurately maintained and contain accurate and complete records of the
    matters which should be dealt with in those books and no notice or
    allegation that any of them is incorrect or should be rectified has been
    received.

    POWERS OF ATTORNEY

4.4 No person (except a director of the Company) is authorised to act as
    agent or attorney for the Company or otherwise bind the Company and there
    are no alternate or shadow directors of the Company.

5.  SUBSIDIARIES AND INVESTMENTS

    NO INVESTMENTS

    The Company is not and never has been the holder or beneficial owner of,
    nor has it agreed to acquire, any shares or loan capital in any body
    corporate except for any shares held by it in another Group Company.

6.  ACCOUNTS

6.1 The accounting records of the Company have at all times been consistently
    kept in accordance with the requirements of the Act and do not contain or
    reflect any material inaccuracies or discrepancies.

6.2 The Accounts:

    (a) comply with all applicable statutory requirements and all accounting
        standards in force at the date they were audited;

    (b) were prepared and audited in accordance with accounting principles
        and auditing practices generally accepted in the United Kingdom at
        the date they were audited;

    (c) give a true and fair view of the state of affairs of the Company (or
        in the case of group accounts, the Group) as at the Accounting Date
        and the profit or loss of the Company (or in the case of group
        accounts, the Group) for the financial year ended on the Accounting
        Date;

    (d) accord with the accounting records of the Company;

    (e) applied bases and policies of accounting which were consistently
        applied in the audited financial statements of the Company (and,
        where applicable, the Group) for each of the 3 financial years ended
        on the Accounting Date (the "Previous Accounts"); and

    (f) fully provide for or disclose in a note all liabilities (actual or
        contingent and whether or not quantified or disputed), all bad and
        doubtful debts and all financial commitments of the Company existing
        at the Accounting Date.

6.3 The results shown in the Accounts and the Previous Accounts were not
    (except as disclosed therein) affected by any extraordinary, exceptional
    or non-recurring item or by any other matter making the profit or loss
    for the period covered by any of them unusually high or low.

6.4 Since the Accounting Date no event has occurred or come to light which,
    had it occurred or come to light immediately prior to the Accounting
    Date, would have given rise to a material change in the amount attributed
    to any item in the Accounts or would have resulted in the making of
    additional reserve or provision.

    MANAGEMENT ACCOUNTS

6.5 Management Accounts have been properly prepared in accordance with
    accounting policies consistent with those used in preparation of the
    Accounts and accurately set out the profits and losses and the state of
    affairs of the Company and, where applicable, the Group as at and for the
    period ending on the date to which the Management Accounts were prepared.

    FORECASTS

6.6 The budgets, forecasts and projections for the current financial year and
    any future period provided to the Purchaser by the Warrantors or any of
    them or any Group Company or any of their respective officers, employees,
    agents or professional advisers have been properly prepared employing the
    same accounting policies on a consistent basis as those employed in
    preparation of the Accounts and are based on assumptions considered (at
    the time of preparation and now) by the Warrantors to be reasonable.

7.  CHANGES SINCE THE ACCOUNTING DATE

7.1 Since the Accounting Date:

ORDINARY AND USUAL COURSE

    (a) the business of the Company has been carried on without interruption
        in its ordinary and usual course and in the same manner as prior to
        the Accounting Date;


FINANCIAL POSITION AND PROSPECTS

    (b) there has been no adverse change in the trading or financial position
        or prospects of the Company and, so far as the Warrantors are aware,
        nothing has occurred or is likely to occur which will or is likely to
        give rise to any such change;

    NO REDUCTION IN NET ASSETS

    (c) there has been no reduction in the net assets of the Company;

    ASSETS AND LIABILITIES

    (d) the Company has not (other than in the ordinary course of its
        business) acquired or disposed of or agreed to acquire or dispose of
        any asset or assumed or incurred, or agreed to assume or incur, any
        liability, obligation or expense;

    SHARE AND LOAN CAPITAL

    (e) the Company has not created, allotted, issued, repaid or redeemed or
        granted to any person any option or right to acquire any share or
        loan capital or acquired or written off or reduced any of its own
        shares or loan capital;

    DIVIDENDS

    (f) the Company has not declared, made or paid any dividend or other
        distribution;

    SHAREHOLDERS' RESOLUTIONS

    (g) no resolution has been passed or agreed to by the members of the
        Company or the holders of any class of shares in the capital of the
        Company and there has been no decision or agreement of members having
        the effect of a members' resolution;

    AGREEMENTS

    (h) the Company has not entered into, terminated or varied the terms of
        any material agreement or any agreement outside the ordinary course
        of its business nor varied the terms on which it does business with
        its customers or clients and no agreement between the Company and any
        of the Vendors or any director of any Group Company or any of their
        respective Associates has been entered into, varied or terminated;

    OBLIGATIONS WRITTEN DOWN

    (i) no obligations to the Company have been written off or written down
        or assigned to a third party at less than full value or have proved
        to any extent irrecoverable or are now regarded as irrecoverable nor
        has there been any release of any person under liability to the
        Company;

    PERFORMANCE OF OBLIGATIONS

    (j) the Company has duly performed all of its obligations (whether
        contractual, statutory or otherwise) and has paid its creditors in
        accordance with their respective credit terms;

    BORROWINGS AND CAPITAL EXPENDITURE

    (k) the Company has not borrowed nor repaid any money (except through
        fluctuation of its overdraft within pre-existing facility limits) or
        incurred or reduced or varied the terms of any indebtedness in the
        nature of borrowing (including without limitation under factoring or
        invoice discounting arrangements or  the acquisition of assets on
        lease or hire purchase) and has not incurred or become committed to
        any capital expenditure;

    ENCUMBRANCES

    (l) no Encumbrance has been created or allowed to subsist over any of the
        assets of the Company;

    EMPLOYEES

    (m) the Company has not dismissed any employees or offered employment to
        any prospective employees or varied the terms of employment of any of
        its employees or awarded any bonus or other benefit to any of its
        employees;

    OTHER

    (n) the Company has not offered an agreed (conditionally or
        unconditionally) to do any of the things referred to in any of the
        foregoing paragraphs.

8.  ASSETS

    OWNERSHIP OF ASSETS

8.1 Each asset included in the Accounts or acquired by the Company since the
    Accounting Date (other than current assets disposed of in the normal
    course of trading) is solely owned (legally and beneficially) by the
    Company free from any Encumbrance, is situated in the United Kingdom and,
    where capable of possession, is in the possession or under the control of
    the Company.

    PLANT AND MACHINERY

8.2 All plant, machinery, vehicles and office equipment owned or used by the
    Company complies in all respects with all relevant statutes and
    regulations and is in good repair, regularly maintained and fully
    serviceable and is capable of being efficiently and properly used for the
    purposes of the business of the Company and none is inefficient, obsolete
    or in need of renewal or replacement.

    PROPERTIES

8.3 The value of any properties included in the Accounts is no greater than
    the present market value of such properties.

    DOCUMENTS

8.4 All title deeds to the Properties and all written agreements to which the
    Company is a party and all other documents owned by or which ought to be
    in the possession or control of the Company are in the possession or
    control of the Company and are free from any Encumbrances.

9.  DEBTORS

9.1 All of the debts shown in the Accounts or the Company's accounting
    records have realised (or will realise within a period of 3 months from
    their due dates) their full value in the ordinary course of collection
    less any specific provision for bad or doubtful debts included in the
    Accounts.

9.2 All of the debts shown in the Accounts or the Company's accounting
    records are valid and enforceable and not subject to any defence, right
    of set off or counterclaim or any withholding or other deduction.

    DEBTS IN ORDINARY COURSE

9.3 There are no debts owing by or to the Company other than debts which have
    arisen in the ordinary course of business nor has the Company lent any
    money which has not been repaid.

10.  BORROWING AND BANK FACILITIES

     DEBTS OWED BY THE GROUP

10.1 The Company does not have outstanding any borrowing or indebtedness in
     the nature of borrowing including (without limitation) any indebtedness
     for moneys borrowed or raised under any factoring or invoice discounting
     arrangements, acceptance credit, bond, note, bill of exchange or
     commercial paper, finance lease, hire purchase agreement, forward sale
     or purchase agreement or conditional sale agreement, purchase on
     deferred terms or other transaction having the commercial effect of a
     borrowing other than:

    (a) the loan agreements with British Linen Bank specified in the
        Disclosure Letter; and

    (b) moneys borrowed under the overdraft facility specified in the
        Disclosure Letter;

     COMPLIANCE WITH FACILITIES

10.2 The Company has complied with the terms of the facilities and agreements
     referred to in sub-paragraphs (a) and (b) of paragraph 10.1 above and
     such facilities will continue to be available to the Company on the same
     terms after Completion.

     STATEMENTS AND BALANCES

10.3 Full details of all the bank accounts of the Company and of the credit
     or debit balances on such accounts as at the close of business on a
     Business Day not more than 2 Business Days before the date of this
     Agreement are set out in the Disclosure Letter. Since that date, no
     payments out of any of the accounts have been made or authorised.

    SEPARATE BANK ACCOUNTS

10.4 The bank accounts of the Company are operated separately from the bank
     accounts of any other person and there is no right of set off against
     moneys in the Company's bank accounts for the liabilities of any other
     person.

     SECURITY INTERESTS

10.5 Full details of all mortgages, charges and other security interests
     created by the Company or in respect of any of the Company's assets are
     set out in the Disclosure Letter.

     BORROWING LIMITS

10.6 No limitation on borrowing contained in the Company's articles of
     association or in any trust deed or other instrument to which it is a
     party or applying to it has been exceeded.

     EVENTS OF DEFAULT

10.7 Nothing has occurred (or been alleged to have occurred) which
     constitutes or might  (with the giving of notice, lapse of time or
     fulfilment of any other condition) constitute an event of default under,
     or otherwise give rise to an obligation to repay prior to its stated
     maturity, any banking or financial facility available to the Company.

     WORKING CAPITAL

10.8 The existing banking and financial facilities available to the Company
     (full details of which are set out in the Disclosure Letter) provide the
     Company with sufficient working capital to enable it to continue to
     carry on its business in the manner in which it is currently carried on
     and at its present and reasonably anticipated level of turnover for the
     foreseeable future and to perform, in accordance with their terms, all
     its commitments and obligations.

     GUARANTEES AND INDEMNITIES

10.9 No guarantee or indemnity has been given by the Company in respect of
     the obligations or liabilities of any other person, or by any other
     person in respect of any obligation or liability of the Company.

      GRANTS AND ALLOWANCES

10.10 Save as specified in the Disclosure Letter the Company has not applied
      for or received any grant or financial assistance from any person which
      is repayable in any circumstances.

10.11 None of the Company's grants from AEA Technology plc have been
      terminated, there has been no demand for repayment of any such grants,
      and there are no current circumstances which may give rise to repayment
      of any such grants.

11.  TRADING

     STANDARD TERMS

11.1 A copy of the standard terms upon which the Company carries on
     its business is attached to the Disclosure Letter and the
     Company does not provide and has not provided services to any
     person on terms which differ from these standard terms.

     SUBSTANTIAL DEPENDENCE

11.2 Neither in the financial year ended on the Accounting Date nor since the
     Accounting Date has any one customer or supplier of the Company
     (treating connected persons as one customer or supplier for this
     purpose) accounted for more than 10 per cent of the aggregate amount of
     purchases from or supplies to the Company.

     CUSTOMERS AND SUPPLIERS

11.4 In the 2 years prior to the date of this Agreement, no material customer
     of or supplier to the Company has:

    (a) ceased purchasing from or supplying the Company;

    (b) significantly reduced its purchases from or supplies to the Company;
        or

    (c) substantially changed the terms on which it is prepared to trade with
        the Company,

     and, so far as the Warrantors are aware, no such customer or supplier is
     likely following signature or completion of this Agreement:

    (d) to cease purchasing from or supplying the Company;

    (e) significantly to reduce its purchases from or supplies to the
        Company; or

    (f) substantially to change the terms on which it is prepared to trade
        with the Company.

     CUSTOMER COMPLAINTS

11.4 Full details of all material claims or complaints from customers or
     clients made to the Company in the 12 months preceding the date of this
     Agreement are set out in the Disclosure Letter and so far as the
     Warrantors are aware no such claims or complaints from customers or
     clients are pending or expected.

     DISPUTES

11.5 There are no present disputes between the Company and any of its
     customers clients or suppliers.

12.  CONTRACTS

12.1 All of the agreements to which the Company is a party are valid, binding
     and enforceable and none of the parties to any such agreement is in
     default under any such agreement and, so far as the Warrantors are
     aware, there are no grounds for or any allegations that grounds exist
     for nor are there any circumstances likely to give rise to the
     termination, avoidance, rescission or repudiation of any such agreement.

     LEASES ETC

12.2 Except for those detailed in the Disclosure Letter, the Company is not a
     party to any lease, hire, hire purchase, credit sale, deferred payment
     or conditional sale or purchase agreement.

     ONEROUS CONTRACTS

12.3 The Company is not a party to or liable under any agreement which:

    (a) is incapable of complete performance in accordance with its terms
        within 6 months after the date on which it was entered into or
        incapable of termination by the Company on 6 months' notice or less
        without any payment by the Company (whether by way of compensation or
        otherwise);

    (b) cannot readily be fulfilled or performed by it on time or without
        undue or unusual expenditure of money or effort;

    (c) involves or is likely to involve obligations, restrictions,
        expenditure or receipts of an unusual, onerous or exceptional nature
        or magnitude or result in a loss to the Company;

    (d) requires the Company to pay any commission, finder's fees, royalty or
        the like;

    (e) involves amounts which may fluctuate in accordance with any index or
        rate of exchange; or

    (f) is in any way otherwise than in the ordinary course of business of
        the Company.

     AGENCY, DISTRIBUTORSHIP, FRANCHISE, MANAGEMENT ETC. AGREEMENTS

12.4 The Company is not and never has been a party to an agency,
     distributorship, franchise, licensing or management agreement.

     PARTNERSHIPS AND JOINT VENTURES

12.5 The Company is not and has never been a member of any partnership, joint
     venture, consortium or unincorporated association (other than the trade
     associations full details of which are set out in the Disclosure Letter)
     nor has it agreed to become a member of any such body.

     BIDS AND TENDERS

12.6 No offer, tender or the like is outstanding which is capable of being
     converted into an obligation of the Company by an acceptance or other
     act of some other person.

     CAPITAL COMMITMENTS

12.7 Except as disclosed in the Accounts, there are no capital commitments
     entered into or proposed by the Company.

13.  EFFECT OF SALE

13.1 The acquisition of the Shares by the Purchaser will not:

    (a) cause or be likely to cause the Company to lose the benefit of any
        right, privilege or licence it presently enjoys or relieve any person
        of any obligation to the Company (whether contractual or otherwise);

    (b) result in a breach of or constitute a default under any instrument,
        agreement, understanding or arrangement to which the Company is a
        party  or entitle any person to terminate or vary the terms of any
        such agreement, understanding or arrangement; or

    (c) so far as the Warrantors are aware, adversely affect the Company's
        relationships with clients, customers, suppliers, employees or
        officers or any other persons contracting with the Company.

     FINDER'S FEES ETC.

13.2 No person has received or is entitled to receive from the Company any
     fee or benefit (including without limitation any finder's fee, brokerage
     or commission) or the reimbursement of any expense in connection with
     this Transaction.

14.  LICENCES

     The Company has all necessary licences, permits, consents and
     authorities (public and private) (together, the "Licences") for the
     proper and effective carrying on of its business in the manner in which
     such business is now carried on. All of the Licences are valid and
     subsisting so far as the Warrantors are aware and there is no reason why
     any of them should be suspended, cancelled or revoked. So far as the
     Warrantors are aware, there are no factors that might in any way
     prejudice the continuance or renewal of any of the Licences.


15.  INSURANCE

15.1 Each insurable asset of the Company is, and has at all material times
     been, insured to its full replacement or reinstatement value against
     each risk normally insured against by persons operating the same type of
     business as the Company.

15.2 The Company is, and has at all material times been, adequately insured
     against accident, loss, damage, injury, third party loss, employer's
     liability, loss of profits, business interruption and all other risks
     normally insured against by persons operating the same type of business
     as the Company.

15.3 In respect of all insurances referred to in Warranties 15.1 and 15.2:

     (a) all premiums have been paid up to date;

     (b) all the policies are in full force and effect and will be maintained
         in full force and effect without alteration up to Completion;

     (c) there are no special or unusual limits, terms, exclusions or
         restrictions in any of the policies and the premiums payable are not
         in excess of normal rates and no circumstances exist which are
         likely to give rise to any increase in premiums or any refusal to
         renew any of the policies;

     (d) there are no circumstances which could lead to any liability under
         any of the policies being avoided by the insurers or to any of the
         policies being revoked or rendered void or voidable;

     (e) full details of all claims under any of the policies made during the
         period of 2 years preceding the date of this Agreement are set out
         in the Disclosure Letter and none of them have been refused or
         settled below the amount claimed; and

     (f) there are no outstanding claims under any of the policies and, so
         far as the Warrantors are aware, there are no circumstances which
         are likely to give rise to any such claim.

16.  COMPLIANCE WITH THE LAW AND LITIGATION

     COMPLIANCE WITH LAW

16.1 The Company has complied with all applicable legal and administrative
     requirements relating to the conduct of its business, the ownership and
     use of its assets and its affairs generally.

     LITIGATION

16.2 The Company is not (directly or through any person for whose acts or
     defaults it may be liable) engaged in any capacity in any litigation or
     arbitration or prosecution or other legal proceedings nor are any such
     proceedings pending, anticipated or threatened and so far as the
     Warrantors are aware there are no facts or circumstances which may give
     rise to any such proceedings.

     NO INVESTIGATIONS

16.3 Neither the Company nor any of its officers or employees is subject to
     any investigation, enquiry or disciplinary proceeding and none is
     pending or threatened and, so far as the Warrantors are aware, no matter
     or circumstance exists which might give rise to any such investigation,
     enquiry or disciplinary proceeding.

     NO DISPUTES WITH GOVERNMENT AGENCIES ETC.

16.4 There is no dispute or disagreement between the Company and any
     government department or agency or any regulatory body in any
     jurisdiction and, so far as the Warrantors are aware, there are no facts
     or circumstances which might give rise to any such dispute or
     disagreement.

     UNDERTAKINGS AND ASSURANCES

16.5 Neither the Company nor any of its officers or employees is or has been
     a party to any undertaking or assurance given to any court or
     governmental agency or regulatory body in any jurisdiction or the
     subject of any injunction which is still in force.

     OUTSTANDING JUDGMENTS

16.6 There is no outstanding judgment, order, decree, award or decision of a
     court, tribunal, arbitrator or other person in any jurisdiction against
     the Company or a person for whose acts or defaults the Company may be
     liable.

17.  COMPETITION

17.1 The Company is not a party to any agreement, arrangement, transaction or
     practice which in any way restricts its freedom to carry on the whole or
     any part of its business solely as it sees fit or to use or exploit any
     of its assets in any part of the world in such manner solely as it sees
     fit.

17.2 The Company is not and has not been directly or indirectly concerned in
     or a party to any agreement, arrangement, transaction or practice or
     pursued any course of conduct or done or omitted to do any act or thing
     which is:

     (a) capable of giving rise to an investigation by the Director General
         of Fair Trading under the Competition Act 1998 or the Fair Trading
         Act 1973 or a reference to the Competition Commission under the Fair
         Trading Act 1973 or any other person or authority under analogous
         laws in any other jurisdiction in which the Company carries on (or
         intends to carry on) business; or

     (b) in breach of or which requires registration or notification under
         any competition, anti-restrictive practice, anti-trust or consumer
         protection law or legislation applicable in the United Kingdom or
         under analogous laws in any other jurisdiction in which the Company
         carries on (or intends to carry on) business.

18.  DEALINGS WITH THE VENDORS, DIRECTORS AND THEIR ASSOCIATES

18.1 There is not outstanding, and there has not at any time during the last
     6 years been outstanding, any agreement, arrangement or understanding
     (whether legally binding or not) to which the Company is, or was, a
     party in which:

     (a) any of the Vendors;

     (b) any officer of any of the Group Companies; or

     (c) any person who at the time of such agreement, arrangement or
        understanding was beneficially interested, directly or indirectly, in
        any of the Company's shares; or

     (d) any Associate or former Associate of any such person or of any Group
        Company,

     is or was interested, whether directly or indirectly.

18.2 The Company is not a party to, nor have its profits or financial
     position during the 6 years prior to the date of this Agreement been
     affected by, any agreement, arrangement or understanding (whether
     legally binding or not) which is not and was not entirely of an arm's
     length nature.

18.3 None of the Vendors or the directors of any Group Company or any of
     their respective Associates has any interest, direct or indirect, in any
     business which competes with that now carried on by the Company or
     intends to acquire any such interest except as owner of less than 3 per
     cent of any class of securities of any company which are listed or dealt
     in on a recognised investment exchange.

18.4 The Company does not owe any money or have any other liability to and is
     not owed any money by any of the Vendors or the directors of any Group
     Company or any of their respective Associates.

19.  EMPLOYEES

19.1 The Company has complied with all its contractual and other obligations
     (which term shall, without limitation, include any obligations which
     have arisen by custom or practice) to and in respect of employees
     including (without limitation) its statutory obligations relating to the
     giving of written statements setting out the terms of employment of its
     employees and concerning health and safety at work.

19.2 The Company has no agreements (formal or informal) with trade unions,
     works councils  or other bodies (incorporated or unincorporated) or
     persons representing employees.

19.3 A schedule of the employees of the Company has been provided giving full
     details of all remuneration and benefits provided or made available to
     them and their job description, age and years of continuous service.

19.4 A copy of the Company's standard terms and conditions of employment
     together with copies of all documents referred to in such terms and
     conditions (including, without limitation, staff handbooks, staff
     manuals, benefit plans, redundancy policies, disciplinary and grievance
     procedures, personnel policies and codes of conduct) has been provided
     and all employees of the Company are employed on such terms and
     conditions and there is no proposal for any variation in such terms and
     conditions.

19.5 Copies of the contracts under which consultants of the Company and the
     officers of the Company who are not employees (other than its auditors)
     are engaged by the Company have been provided.

19.6 No employee or officer of the Company is entitled to more than 3 months'
     notice to terminate his employment or engagement or to any compensation
     (other than statutory compensation) on termination of his employment or
     engagement.

19.7 The Company is not involved in any dispute with any of its employees or
     nay class of its employees nor is any such dispute threatened or
     pending.

19.8 No  employee or officer of the Company has given or received notice
     terminating his employment or engagement or is under notice of dismissal
     or on maternity leave or long term sick leave.

19.9 The Company has not, in the last 2 years, made any acquisition to which
     the provisions of the Transfer of Undertakings (Protection of
     Employment) Regulations 1981 apply.

19.10 No claims have been made against the Company by any of its employees or
      former employees, or any trade union or body representing employees, in
      the 2 years prior to the date of this Agreement whether for damages,
      compensation, awards or otherwise howsoever and so far as the
      Warrantors are aware no such claims are pending or threatened against
      the Company and no circumstances exist likely to give rise to any such
      claim.

20.  PENSIONS

20.1 Save for the payments to personal private pension schemes per the
     details already provided there is not in operation, and no proposal has
     been announced to enter into or establish, any agreement, arrangement,
     custom or practice (whether legally enforceable or not) for the payment
     of, or payment of a contribution towards, a pension, allowance, lump sum
     or other similar benefit on retirement, death, termination of employment
     (whether voluntary or not) or during periods of sickness or disablement,
     for the benefit of an Employee or an Employee's dependant or dependants
     (or any future director or employee of the Company or the Subsidiary or
     any dependant of such person) or otherwise to provide relevant benefits
     within the meaning of Section 612 ICTA.

21.  PROPERTY

21.1 In this paragraph [21] unless the context otherwise requires:

     "Freehold Properties" means the land and buildings referred to in Part 1
     of Schedule 3;

     "Leasehold Properties" means the land and buildings referred to in Part
     2 of Schedule 3;

     "Planning Acts" means all legislation for the time being in force
     relating to Town and Country Planning;

     "Property Owner" means in relation to each of the Properties, the Group
     Company listed in Schedule 3 as the owner, lessee or licensee; and

     "Relevant Property" means, in relation to each Property Owner, the
     Property listed against its name in Schedule 3;

21.2 There are no properties owned or otherwise held by the Company or
     occupied or used by the Company except as shown against its name in
     Schedule 3.

21.3 The particulars of the Properties (and of any leases, underleases,
     tenancies, licences and other agreements subject to and with the benefit
     of which the Properties are held) are set out in Schedule 3.

21.4 Each Property Owner is in physical possession and actual occupation of
     the whole of the Relevant Property on an exclusive basis and no right of
     occupation or enjoyment has been acquired or is in the course of being
     acquired by any third party or has been granted or agreed to be granted
     to any third party.

21.5 Each Property Owner has good and marketable title to each Relevant
     Property and has in its possession all the title deeds and documents
     necessary to prove title to each Relevant Property, all of which deeds
     and documents have been properly stamped and where necessary duly
     registered.

21.6 Except as specifically stated in Schedule 3, none of the Properties is
     subject to any Encumbrance and there are no agreements to give or create
     any Encumbrance over any of the Properties.

21.7 Each Property Owner has complied with all applicable statutory and other
     requirements relating to each of the Properties including without
     limitation requirements relating to planning, development, fire safety
     and health and safety at work.

21.8 None of the Property Owners has received any notice from any lessor,
     government body or any other person alleging a breach of any of the
     following:

     (a) the covenants, conditions, restrictions or agreements or other
         matters subject to which any of the Properties is held; or

     (b) the provisions or requirements of any permissions, licences,
         approvals, by- laws, orders, regulations or other requirements or
         obligations affecting or likely to affect each of the Properties or
         its current use,

     and so far as the Warrantors are aware there are no circumstances that
     might give rise to any such notice being given.

21.9 None of the Properties nor any Property Owner as owner or occupier
     thereof is affected by any of the following matters:

     (a) any closing order, demolition order or clearance order;

     (b) any enforcement notice;

     (c) any order or proposal either publicly advertised or of which written
         notice has been received for the compulsory acquisition or
         requisition of the whole or any part thereof or the modification of
         any planning permission or the discontinuance of any use or the
         removal of any building; or

     (d) any agreement with any planning authority, statutory undertaker or
         privatised utility or other public body or authority restricting the
         use or development thereof.

21.10 The current use of each of the Properties is in all respects authorised
      under or pursuant to the Planning Acts and any planning permission is
      permanent and not subject to unusual conditions and is not personal or
      of limited duration.

21.11 All development of each of the Properties has been carried out in all
      respects in accordance with the Planning Acts.

21.12 In respect of each of the Leasehold Properties:

      (a) each of the Properties is held under the terms of the lease or
         licence brief details of which are given in Schedule 3 and no
         collateral agreements, assurances or concessions have been made by
         any party to the lease or licence;

      (b) each Property Owner has paid the rent, service charge and any other
         payment due under the lease or licence in full and duly observed and
         performed covenants on the part of the tenant or licensee and the
         conditions contained in the lease or licence;

      (c) all licences, consents and approvals required from the landlord or
         licensor have been obtained and the covenants on the part of the
         tenant or licensee contained in the licences, consents and approvals
         have been duly performed and observed;

      (d) there are no rent reviews in progress or capable of being
         implemented under the lease or licence;

      (e) there are no unusual items of expenditure expected to be charged
         via the service charge in any lease or licence; and

      (f) there is no option to determine contained in any lease or licence
         of any of the Properties.

21.13 The Properties are not subject to any outgoings other than business
      rates and water rates and (in the case of the Leasehold Properties) the
      rent, insurance rent, service charges or licence fees payable under any
      lease or licence of any of the Properties and all outgoings have been
      paid when due and none is disputed.

21.14 There are no disputes affecting any of the Properties or their use and
      so far as the Warrantors are aware there are no circumstances that
      might give rise to any.

21.15 There are no matters in the hands of solicitors affecting any of the
      Properties.

21.16 The buildings and other structures on the Properties are in good and
      substantial repair and fit for the purpose for which they are used and
      there are no latent defects in the buildings and structures.

21.17 No deleterious building materials or methods of construction not in
      accordance with currently accepted good building practice have been
      used in the construction, alteration or repair of the Properties.

21.18 The Company has no existing or contingent liabilities in respect of any
      properties other than the Properties whether previously occupied by it
      or in which it owned or held any interest including (without
      limitation) premises assigned or otherwise disposed of or in respect of
      which it guaranteed the liabilities of a third party.

22.   ENVIRONMENT

22.1  The Company has complied in all material respects with all applicable
      laws, regulations, codes of practice and other similar controls and
      advice made or issued by national or local government or by any other
      regulatory body, and with all regulations and directives made by the
      legislative organs of the European Economic Community, the European
      Community and the European Union, relating to the protection of the
      environment (including (without limitation) the prevention of pollution
      of any land, water or air due to the release, escape or other emission
      of any substance (including (without limitation) radioactive
      substances) or the production, transportation, storage, treatment,
      recycling or disposal of waste or the making of noise) that are now in
      existence and, where relevant, enforceable (the "Environmental Laws")
      both in respect of its business as carried on from time to time and in
      respect of the Properties.

22.2 The Company has incurred no liability as a result of any breach of any
      Environmental Laws which is attributable to its business or the
      ownership or use of any of the its assets nor, so far as the Warrantors
      are aware, are there any facts or circumstances in existence likely to
      give rise to such liability.

23.  INTELLECTUAL PROPERTY

23.1 In this paragraph [23]:

     "Confidential Information" means confidential information and business
     secrets owned by the Company or which the Company has a duty to keep
     confidential.

     "Intellectual Property" means patents, trade marks, rights in design,
     trade or business names, domain names, copyright (including without
     limitation rights in computer software) and topography rights (whether
     or not any of these is or are registered and including without
     limitation applications for registration) and all rights throughout the
     world of a similar nature or with similar effect to any of these; and

     "Intellectual Property Rights" means all Intellectual Property owned,
     used or enjoyed by any of the Group Companies.

23.2  The Company is the sole legal and beneficial owner free from any
      Encumbrance of, or otherwise entitled to use without payment of any
      royalty of licence fee, all Intellectual Property Rights.

23.3  Full details of all licences and sub-licences and assignments granted to
      or by the Company in respect of any of the Intellectual Property Rights
      are set out in the Disclosure Letter.

23.4  The Intellectual Property Rights:

      (a) are not subject to any time limit or any other limitation or right
          of termination or restriction;

      (b) have been validly registered (where possible) and all such
          registrations have been properly maintained and protected; and

      (c) are valid and enforceable and nothing has been done or omitted to
          be done will could or might derogate from that validity and
          enforceability and no person is opposing the Company's ownership or
          use of any Intellectual Property Rights.

23.5  The Company is not infringing nor has it at any time infringed the
      rights of any other person in any Intellectual Property.

23.6  There are no outstanding or potential claims against the Company under
      the provisions relating to employee compensation under the Patents Act
      1977 and no employee is entitled to any award or compensation in
      respect thereof whether under the Patents Act 1977 or otherwise.

      TRADING NAME

23.7  The Company does not use any business or trading name other than the
      name "Border Biofuels".

      CONFIDENTIAL INFORMATION

23.8  The Company has not disclosed and is not obliged to disclose any
      Confidential Information to any person other than to the Purchaser,
      except in the ordinary and proper course of business of the Company and
      upon the Company having secured the confidential nature of any such
      disclosure.

23.9  The Company is not a party to any agreement or subject to any duty which
      restricts the free use or disclosure by the Company of any of the
      Confidential Information.


24.   SYSTEMS

24.1  In this paragraph 24:

      "Hardware" means all computer hardware, related peripherals and
      equipment and apparatus, in each case, owned or used by the Company;

      "Software" means all computer programmes, whether in object or source
      code and its associated documentation, applications and preparatory
      design materials, in each case, owned or used by the Company; and

      "System" means the Hardware and the Software.

24.2  Full details of all Software are set out in the Disclosure Letter and,
      except where such Software is owned legally and beneficially by the
      Company, details of the licences pursuant to which such use is made are
      set out in the Disclosure Letter.

24.3  All Software conforms in all material respects with its specification
      and when taken as a whole and individually is sufficient for the
      present and anticipated requirements of the business of the Company.

24.4  The Company has in its possession and control the source code relating
      to the Software, or such source code is subject to an escrow agreement.

24.5  The Company has adequate procedures for preventing unauthorised access
      to the System, and for taking and storing on-site and off-site back-up
      copies of the Software and any data owned or used by the Company.

24.6  All Software (which is not the subject of a written licence from a
      third party) was either:

      (a) written or created by the employees of the Company in the ordinary
          course of their duties; or

      (b) written for the Company by a third party and such party has
          executed a valid and effective assignment of all Intellectual
          Property in such Software in favour of the Company, copies of which
          are attached to the Disclosure Letter.

24.7  Full details of all Hardware are set out in the Disclosure Letter.

24.8  All Hardware is in good working order and functions in accordance with
      its relevant specifications and is sufficient for the present and
      anticipated requirements of the business of the Company.

24.9  The System is maintained and supported under maintenance and support
      agreements and copies of all such maintenance and support agreements
      are attached to the Disclosure Letter.

24.10 The System has adequate capability and capacity for the projected
      requirements of the Company for not less than 2 years following
      Completion for the processing and other functions required to be
      performed for the purposes of the business of the Company.

24.11 The System has never unduly interrupted or hindered the operation of
      the business of the Company and, so far as the Warrantors are aware,
      there are no defects in the Software or Hardware which may so affect
      the business of the Company.

24.12 No part of the System or any data owned or used by the Company is or
      has been affected by any virus or other extraneously induced
      malfunction or contaminant and the Company operates logical, physical
      and environmental security controls to avoid all such extraneously
      induced malfunctions or contamination.

24.13 Use by the Company of the System and any data owned or used by the
      Company does not infringe any Intellectual Property or other rights of
      any third party.

25.   SOLVENCY

25.1  The Company is not nor has it ever been unable to pay its debts from
      time to time as they fall due.

25.2  No petition has been filed and no application or order has been made
      for the winding up of the Company or for the appointment of a
      liquidator or provisional liquidator of the Company or for an
      administration order in relation to the Company.

25.3 The Company has not at any time been a party to or subject to or applied
      for:

      (a) the sanctioning under section 425 of the Act of a compromise or
          arrangement between it and any such persons as are mentioned in
          that section or the making of any other compromise with its
          creditors;

      (b) the grant to it, by means of any contractual or informal rescue,
          work-out, debt re-scheduling or restructuring of any reduction,
          concession or indulgence (conditionally or otherwise) by any of its
          creditors with regard to their rights to recover or enforce payment
          of the debts presently or in future due by it to them;

      (c) crystallisation of any floating charge created by it or the
          occurrence of any event which causes, or with the giving of any
          notice or making of any demand would cause, such crystallisation;

      (d) the appointment of any receiver (including any administrative
          receiver, as defined by the Insolvency Act 1986) over all or any or
          any part of its property or assets;

      (e) an encumbrancer taking possession of, or otherwise enforcing his
          security over, all or any or any part of its property or assets;


      (f) the levying of any distress, execution, charging order, garnishee
          or other process over all or any or any part of its property or
          assets;

      (g) the failure by it to fully satisfy any judgment (monetary or
          otherwise) outstanding against it in circumstances in which the
          judgment creditor has a present right to execute or enforce such
          judgment;


      (h) the issue, filing or service of any petition, application, notice,
          advertisement, demand, proceedings, process, circular or
          communication, the convening of any meeting, or the taking of any
          steps, or the existence of any circumstances, which may lead to the
          occurrence of any of the foregoing events; or

      (i) the occurrence of any event under the laws of any jurisdiction,
          other than England and Wales, which is analogous to any of the
          foregoing events.

25.4 None of the directors of the Company nor any of the Vendors has had an
     interim order made under the Insolvency Act 1986, become bankrupt, made
     any composition or voluntary arrangement or entered into any deed of
     arrangement with his creditors or become subject to an administration
     order under section 12 of the County Courts Act 1984 or (in the case of
     a Vendor which is a body corporate) has had a petition presented or
     order made for its winding up.

25.5 None of the shares in the Company and none of the assets of the Company
     was, or represents assets which were, the subject of a transfer at an
     undervalue (within the meaning of section 238 or 339 of the Insolvency
     Act 1986) or any other transaction capable of being set aside or varied
     under that Act or any other law or regulation relating to insolvency.

26.   TAX

26.1  Full provision or reserve has been made in the Accounts for all Taxation
      liable to be assessed on the Company and for all Taxation for which the
      Company may become accountable in respect of the period ended on the
      Accounting Date, the Accounts make proper provision for deferred
      Taxation in accordance with generally accepted accounting practice and
      nothing has occurred since the Accounting Date in respect of which the
      Company may suffer a liability to Taxation (other than as a result of
      revenue profits arising in the ordinary course of its trade).

26.2  The Company has duly and punctually paid all Taxation which it ought to
      have paid to the appropriate Tax Authority and the Company is not nor
      has it in the last six years been liable to any penalty, interest,
       supplement, fine, default surcharge or other similar payment in
      connection with any Taxation.

26.3  The Company has within the required period duly and properly made, given
      or delivered all information, returns, notices, accounts and
      computations which ought to have been made given or delivered for the
      purposes of any Taxation and all such information, returns, notices,
      accounts and computations supplied to any Tax Authority for any purpose
      are, and were when supplied, full, true and accurate and have been made
      on a consistent basis.

26.4  There is no dispute or question with any Tax Authority in respect of the
      Company, the Company has not been the subject of any review, audit or
      investigation by any Tax Authority and there is no fact or circumstance
      which might give rise to any such dispute, audit, review, investigation
      or question.

26.5  The Company has complied fully with all reporting requirements, and
      proper records have been maintained, relating to all payments and
      benefits made or provided, or treated as made or provided, to its
      directors, employees and officers and its former directors, employees
      and officers.

26.6  In respect of Pay As You Earn ("PAYE"):

    (a) the Company has properly operated the PAYE system deducting Taxation
        as required by law from all payments made or treated as made and
        benefits provided or treated as provided to its employees and former
        employees and has properly accounted to the appropriate Tax Authority
        for all amounts for which it has been required to account;

    (b) no Tax Authority has conducted a PAYE audit on the Company nor has
        any Tax Authority notified the Company that any such audit will or
        might take place.

26.7  The Company has complied fully with all its obligations relating to
      national insurance contributions (both primary and secondary) and has
      duly and punctually paid (or deducted and accounted for) to the relevant
      Tax Authority all amounts of national insurance contributions which it
      ought to have paid (or for which it ought to have so accounted).

26.8  All clearances and consents from any Tax Authority that have been
      applied for by, or which relate to, the Company were obtained after full
      and accurate disclosure of all facts and considerations; no such
      clearance or consent is liable to be withdrawn, nullified or rendered
      void and the transactions for which the clearance or consent was
      obtained have been carried into effect (if at all) only in accordance
      with the terms of the application and the clearance or consent.

26.9  The Company has deducted or withheld all Taxation which it is or was
      required or entitled to deduct or withhold from any payments made by
      it and the Company has duly and punctually complied with any
      obligation to account for any such Taxation deducted or withheld to
      the appropriate Tax Authority.


26.10 The Company:

      (a) is and always has been resident in the United Kingdom, and is not
          and has never been resident for any purpose in any other country
          for the purposes of Taxation;

      (b) has no permanent establishment (as defined in any relevant double
          taxation convention), branch or agency or place of business outside
          the United Kingdom; and

      (c) is not within the charge to Taxation of any nation, country, state
          or other political division other than its country of
          incorporation.

26.11 No options have been granted or have been agreed to be granted to any
      director, employee, former director or former employee on the exercise
      of which the Company could be required to pay or otherwise be liable to
      account for Taxation under PAYE or national insurance contributions.

26.12 The Company is and has only ever been a member of a group of companies
      as defined in Section 170 TCGA or a member of a group of companies for
      the purposes of Pt X ch IV ICTA comprising the Group and has never been
      a member of a group of companies for such purposes containing a company
      other than a Group Company.

26.13 Border Biofuels Limited is registered for the purposes of VAT with
      number 555 6310 44 and is the representative member of a group of
      companies for the purposes of Section 43 VATA of which the only other
      members are (and have only ever been) [
      ] and [                              ] Limited ("the VAT Group").  No
      member of the VAT Group has ever been or been treated as or applied for
      treatment as a member of any other group for the purposes of Section 43
      VATA. Border Biofuels has complied with all statutory provisions,
      regulations and notices relating to VAT and has duly and punctually
      accounted for or paid to the relevant Tax Authority all amounts of VAT
      which it ought to have so accounted for and/or paid.  No other Company
      is registered or required to be registered for the purposes of VAT and
      no other Company has been or been treated as or applied for treatment
      as a member of a group for the purposes of Section 43 VATA.

26.14 The Company has not nor has any relevant associate as defined in
      Schedule 10 paragraph 3(7) VATA at any time elected to waive exemption
      from VAT under paragraph 2 of Schedule 10 to VATA in respect of any
      land or interest in land.

26.15 The Disclosure Letter contains full particulars of all claims for bad
      debt relief made or which may be made by the Company under Section 36
       VATA.

26.16 Full details of any special or non-statutory arrangements in relation
      to VAT or any special method of accounting (including, without
      limitation, partial exemption) in relation to VAT agreed by the Company
      with any relevant Tax Authority are set out in the Disclosure Letter
      and the Company has at all times complied fully with such arrangements
      and methods of accounting.

26.17 The Company is able to recover in full as input VAT all VAT for which
      it is required to make payment on supplies made to it.

26.18 All documents to which the Company is a party or which form part of the
      Company's title to any asset owned or possessed by it or which the
      Company may need to enforce or produce in evidence have been duly
      stamped and (where appropriate) adjudicated and no document is held
      outside the United Kingdom on behalf of the Company which if brought
      into the United Kingdom would be liable to stamp duty.

26.19 The Company has no nor will it prior to Completion incur any liability
      to pay  stamp duty reserve tax.

26.20 The Company has not since incorporation been engaged in or been a party
      to a scheme or arrangement of which the main purpose or one of the main
      purposes was the avoidance or deferral of or a reduction in liability
      to Taxation.

26.21 The Company is not and will not become liable to pay or to reimburse or
      indemnify another person in respect of Taxation in consequence of the
      failure by any other person to discharge Taxation where the Taxation
      relates to a profit income or gain arising or deemed to have arisen or
      anything occurring or deemed to have occurred (whether wholly or
      partly) prior to Completion.

26.22 No sums of an income nature paid or payable by the Company or which the
      Company is under an obligation to pay are or may be wholly or partially
      disallowable as deductions in computing profits or as charges on income
      for the purposes of Taxation.

26.23 The Company is and has since incorporation been a close company as
      defined in Section 414 ICTA.  No distribution within Section 418 ICTA
      has been made or agreed to be made by the Company and no loans or
      payments within Section 419, 420 or 422 ICTA have been made or agreed
      to be made by the Company since incorporation.

26.24 No Inland Revenue charge exists for unpaid inheritance tax over and
      there are no circumstances whereby any of the powers mentioned in
      Section 212 IHTA could be exercised in respect of an asset of a Company
      or in relation to any Shares in the capital of the Company.

26.25 The book value shown in or adopted for the purpose of the Accounts as
      the value of each of the assets of the Company on the disposal of which
      a chargeable gain or allowable loss could arise or, in the case of any
      asset acquired by the Company since the Accounting Date, an amount
      equal to the consideration given upon the acquisition of that asset,
      does not exceed the amount which on a disposal of such asset at the
      date of this Agreement would be deductible under Section 38 TCGA.

26.26 The Company has in its possession or under its control all records and
      documents which it is obliged to hold, preserve and retain under any
      legislation relating to Taxation and has sufficient records relating to
      past events to calculate accurately the liability to Taxation of the
      Company or its entitlement to any relief which would arise on the
      disposal or realisation at Completion or all assets owned by the
      Company at the date.

26.27 No balancing charge would be imposed by the Company under CAA or any
      other legislation relating to Taxation on the disposal of any pool of
      capital assets (being all those assets expenditure relating to which
      would be taken into account in computing whether a balancing charge
      would arise on a disposal of any of those assets) or of any asset not
      in such a pool, on the assumption that such disposal is made for a book
      value shown in or adopted for the purpose of the Accounts for each of
      the assets and ignoring any reliefs or allowances available to the
      Company other than qualifying expenditure.

26.28 The Company has not been a party to any pre-ordained series of
      transactions containing one or more steps which have no commercial
      purpose other than avoiding, deferring or saving Taxation or obtaining
      a Taxation advantage.

26.29 All transactions carried out by the Company or arrangements in which it
      has been engaged have been entered into and carried out on an arm's
      length basis.

                             SCHEDULE 6
                          Vendor Protection

1.    The aggregate amount of the liability of the Warrantors under the
      Warranties and the Tax Deed shall not exceed an amount equal to the
      consideration payable to them in respect of the purchase of any shares
      in Border Biofuels Limited.

2.    The Warrantors shall have no liability in respect of any claim under
      the Warranties (other than the Tax Warranties) unless the aggregate
      amount of such liability in respect of all such claims and all claims
      under the Tax Warranties and the Tax Deed shall exceed 10,000 pound
      sterling in which event the Purchaser shall be entitled to recover the
      whole amount of the claims and not merely the excess over 10,000 pound
      sterling.

3.    The Warrantors shall have no liability in respect of any claim relating
      to any individual matter under the Warranties (other than the Tax
      Warranties) where the amount of the claim is less than 1,000 pound
      sterling.

4.    No claim shall be capable of being made against the Warrantors under
      the Warranties or the Tax Warranties unless notice of the claim
      (specifying the breach or other event to which such claim relates)
      shall have been given to the Warrantors (or to the Vendors' Solicitors
      on their behalf) not later than:

      (a) in the case of the Warranties other than the Tax Warranties, the
          third anniversary of Completion; or

      (b) in the case of the Tax Warranties and the Tax Deed, the seventh
          anniversary of Completion.

5.    If any notification under paragraph 4 of a claim under the Warranties
      (other than the Tax Warranties, to which the provisions of the Tax Deed
      shall apply) relates to a claim by a third party (a "third party
      claim") the Purchaser shall (subject to the proviso below) take such
      action at the sole cost of the Warrantors (and subject to the
      Warrantors indemnifying and securing the Purchaser and each Group
      Company to the reasonable satisfaction of the Purchaser against any
      costs, expenses or liabilities which may be incurred in connection
      therewith) as the Warrantors may reasonably require to avoid, resist,
      contest or compromise such claim and give the Warrantors and their
      advisers reasonable access to the premises and personnel of the Group
      Companies to enable them to exercise their rights under this paragraph
      provided that:

      (a) the Purchaser shall not be bound to take any action under this
          paragraph 5 which might reasonably be expected to be detrimental to
          its own interests or the interests of any Group Company; and

      (b) failure by the Purchaser to comply with its obligations under this
          paragraph 5 shall not prejudice or affect the Purchaser's rights
          against the Warrantors under the Warranties except that the
          Purchaser shall not be entitled to recover from the Warrantors any
          loss which arises directly as a result of its failure to perform
          such obligations.

6.    If the Warrantors pay an amount to the Purchaser in discharge of any
      claim under the Warranties (other than the Tax Warranties to which the
      provisions of the Tax Deed shall apply), and the Purchaser subsequently
      recovers (whether by payment, discount, credit or otherwise) from a
      third party a sum which is directly referable to the subject matter of
      the claim and which would not otherwise have been received by the
      Purchaser, the Purchaser shall pay to the Warrantors an amount equal
      to:

      (a) the sum recovered from the third party less any reasonable costs
          and expenses incurred in obtaining such recovery; or

      (b) if less, the amount paid by the Warrantors to the Purchaser in
          respect of such claim.


                             SCHEDULE 7
                        Details of the Loans

                             PART 1
Name                                           Amount
----------------------------------------------------------
John Michael Seed and Henry Forrest
Frew in terms of Loan Agreement with
the Company dated
[                                  ]
Balances due at the date of this Agreement

J M Seed                                       115,506 pound sterling
H F Frew                                       115,506 pound sterling



                             PART 2
            Name                               Amount
-----------------------------------------------------------
Dr Adrian Clive Bowles                         19,553.19 pound sterling
Dr Alan John Green                             22,200.00 pound sterling
David Archibald Seed                           17,216.00 pound sterling
John Francis Seed                              17,009.00 pound sterling
Henry Forrest Frew                             17,144.00 pound sterling
John Michael Seed                              19,086.00 pound sterling


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


SIGNED by
DR NIGEL 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 ANN FREW                   .........../signature/..............


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


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


SIGNED by
ECOGEN PROJECTS LIMITED             .........../signature/..............



SIGNED by

For and on behalf of
BSW FORESTRY LIMITED                .........../signature/..............


SIGNED by

for and on behalf of
DYNAMOTIVE EUROPE LIMITED           .........../signature/..............


                  DATED             April 6th                   2001







                      JOHN MICHAEL SEED and others


                             and -


                       DYNAMOTIVE EUROPE LIMITED









                       SHARE PURCHASE AGREEMENT

                             relating to

                     75% 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


                             CONTENTS

CLAUSE

DEFINITIONS AND INTERPRETATION                                        1
CONDITIONS                                                            5
SALE OF SHARES                                                        5
CONDUCT OF THE BUSINESS OF THE COMPANY PRIOR TO COMPLETION            6
COMPLETION                                                            7
WARRANTIES                                                            8
POST-COMPLETION OBLIGATIONS OF THE WARRANTORS                        10
ANNOUNCEMENTS                                                        11
COSTS                                                                11
NOTICES                                                              11
FURTHER ASSURANCE                                                    12
WHOLE AGREEMENT AND VARIATIONS                                       12
WAIVER                                                               12
EFFECT OF TERMINATION                                                13
EFFECT OF COMPLETION                                                 13
GOVERNING LAW AND JURISDICTION                                       13
ASSIGNMENT                                                           13
CONTRACT (RIGHTS OF THIRD PARTIES) ACT 1999                          13
SCHEDULE 1                                                           14
   PART 1: THE VENDORS                                               14
   PART 2: THE WARRANTORS                                            16
SCHEDULE 2                                                           17
   PART 1: DETAILS OF THE COMPANY                                    17
   PART 2: DETAILS OF THE SUBSIDIARIES                               19
SCHEDULE 3                                                           32
   PART 1: FREEHOLD PROPERTIES                                       32
   PART 2: LEASEHOLD PROPERTIES                                      33
SCHEDULE 4                                                           34
   COMPLETION OBLIGATIONS                                            34
SCHEDULE 5                                                           37
   THE WARRANTIES                                                    37
SCHEDULE 6                                                           63
   VENDOR PROTECTION                                                 63
SCHEDULE 7                                                           65
   DETAIL OF THE LOANS                                               65



DOCUMENTS IN THE AGREED FORM:

Tax Deed
Power of Attorney
Deed of Waiver
Option Agreement