SHARE PURCHASE AGREEMENT

(a)

" 1933 Act " means the United States Securities Act of 1933, as amended;

(b)

" Agreement " means this agreement and includes any agreement amending this agreement or any agreement or instrument which is supplemental or ancillary thereof, and the expressions "above", "below", "herein", "hereto", "hereof" and similar expressions refer to this Agreement;

(c)

" AIP " means Altmark Industriepark AG, formerly called AIG Altmark-Industrie AG, a company organized under the laws of the Federal Republic of Germany and registered with the local court of Stendal under HRB 1630;

(d)

" Ancillary Stendal Rights " means any rights and entitlements of the Vendor directly or indirectly relating to the Stendal Pulp Mill, the Stendal Facility, Stendal, the Purchased Shares and/or the Shareholder Loans, including, but not limited to:

(i)

all of the Vendor’s rights and entitlements vis-à-vis RWE, Mercer, Thyssen Rheinstahl Technik GmbH, Thyssen Rheinstahl Technik-N GmbH, Kvaerner plc. and AIP, in particular under and in connection with:

(A)

the letter agreement dated April 6, 2001 and entered into by and among RWE, AIP, Stendal, Mercer and Thyssen Rheinstahl Technik-N GmbH;

(B)

the letter agreement dated July 23, 2002 and entered into by and among Mercer, Stendal, RWE, Thyssen Rheinstahl Technik-N GmbH, Kvaerner plc. and AIP;

(C)

the share transfer agreement dated August 13, 2002 (notarial deed no. 812/2002 of the notary Falk Ewald, Stendal) between the Vendor and AIP;

(D)

the transfer agreement concerning shareholder loans dated August 23, 2002 between the Vendor, AIP and Stendal;

(E)

the assignment agreement dated August 26, 2002 between Stendal, RWE and the Vendor assigning part of the Vendor’s claims under a shareholder loan agreement; and

(F)

the shareholders’ resolution and agreement dated August 20, 2002 (notarial deed no. 97/2002L of the notary Dr. Gustav-Adolf Lange, Frankfurt/Main) by and among Stendal, Mercer, RWE, Thyssen Rheinstahl Technik GmbH, Thyssen Rheinstahl Technik Projektgesellschaft GmbH, AIP and the Vendor; and

(ii)

all of the Vendor’s rights and claims against officers, directors and employees of Stendal and its subsidiaries,

and in each case including all of the Vendor’s right, title and interest (including possession), expectancies ( Anwartschaften ), claims for surrender of possession ( Herausgabeansprüche ) and claims for transfer of title ( Übertragungsansprüche );

(e)

" Balance " means the difference between the Purchase Price and the KHD Share Value;

(f)

" Bank Debt " means any and all debt owed by Stendal pursuant to the Stendal Facility;

(g)

" Broker/Dealer " means the nationally recognized brokerage firm in Canada appointed by the Purchaser, in consultation with the Vendor, to liquidate the KHD Shares;

(h)

" Business Day" shall mean any day on which banks are open for business in Vancouver;

(i)

" Certificate " means a written certificate of a matter or matters of fact which, if required from a corporation, shall be made by a duly authorized officer of such corporation;

(j)

" Closing " means the transfer by the Vendor to the Purchaser of the Vendor’s Stendal Interest and the payment by the Purchaser to the Vendor of the Purchase Price and the completion of all matters incidental to the transactions as set out herein;

(k)

" Closing Date " means the date on which the Closing occurs, which shall be within 3 Business Days after the later of the Effective Date or the date on which all consents and approvals, which are necessary to complete the transactions set out herein, have been obtained;

(l)

" Counsel " means any barrister, solicitor or attorney or a firm thereof retained by the Vendor or Purchaser, as the case may be;

(m)

" Direction Letter " means the irrevocable direction from the Purchaser to the Broker/Dealer to sell the KHD Shares on terms satisfactory to both the Purchaser and the Vendor;

(n)

" Effective Date " means the date of this Agreement;

(o)

" KHD " means KHD Humboldt Wedag International Ltd., formerly called MFC Bancorp Ltd., a company continued under the laws of the Province of British Columbia, Canada, and its successors;

(p)

" KHD Share Value " means € 1,437,579.78;

(q)

" KHD Shares " means 54,289 restricted shares of KHD registered in the name of Mercer;

(r)

"Lien" means any mortgage, debenture, pledge, hypothec, lien, charge, assignment by way of security, consignment, lease, hypothecation, security interest or other security agreement, trust or arrangement having the effect of security for the payment of any debt, liability or obligation;

(s)

" Liquidation Period " means the period of time commencing on Closing and expiring on the earlier of the date the KHD Shares are all sold or the last date set out in the Direction Letter during which the Broker/Dealer is directed to sell the KHD Shares;

(t)

" Mercer " means Mercer International Inc., a company organized under the laws of the State of Washington, U.S.A., and its successors;

(u)

" MFC Pledge " means the pledge by the Vendor of the Purchased Shares to Stendal’s lenders under the Stendal Facility pursuant to the security agreements related thereto;

(v)

" Notarized Transfer Agreement " means the form of notarized transfer agreement to assign and transfer the Purchased Shares, the Shareholder Loans and the Ancillary Stendal Rights from the Vendor to the Purchaser substantially in the form of Schedule D hereto;

(w)

" Notary " means the German notary officiating the notarization of the Notarized Transfer Agreement;

(x)

" PIK Note " means a floating rate note in the principal amount of the Balance executed by the Purchaser in favour of the Vendor in the form attached hereto as Schedule A and subject to the terms and conditions contained therein;

(y)

" Proceeds " means any and all proceeds received from the Broker/Dealer’s sale of the KHD Shares, net of all commissions payable to the Broker/Dealer, provided that if all of the KHD Shares are not sold in the Liquidation Period, the term "Proceeds" shall also include the remainder of any unsold KHD Shares;

(z)

" Purchase Price " means € 8,166,000 payable as prescribed in Section 2 hereof;

(aa)

" Purchaser Release " means the release and discharge to be provided by the Purchaser, substantially in the form attached as Schedule C hereto;

(bb)

" Purchased Shares " means three shares ( Geschäftsanteile ) in the respective nominal amounts of € 1,009,700, € 27,360 and € 12,940 of the share capital of Stendal owned by the Vendor;

(cc)

" RWE " means RWE Industrie-Lösungen GmbH, a company organized under the laws of the Federal Republic of Germany and registered with the local court of Duisburg under HRB 179;

(dd)

" SEC " means the U.S. Securities and Exchange Commission;

(ee)

" Shareholder Approvals " means any and all approvals which are required pursuant to the Shareholders’ Agreement or the Articles of Stendal in order to effect the transactions set out herein;

(ff)

" Shareholder Loans " means all indebtedness owed or owing by Stendal to the Vendor for advances/loans under each of the following:

(i)

a subordinated shareholder loan and release agreement ( Vertrag über die Gewährung eines nachrangigen Gesellschafterdarlehens nebst Forderungsverzicht) dated August 26, 2002 and entered into by and between the Vendor and Stendal, in the original principal amount of € 3,890,290 plus all interest (accrued, contingent or other) to the Time of Closing;

(ii)

a subordinated shareholder loan and release agreement ( Vertrag über die Gewährung eines nachrangigen Gesellschafterdarlehens) dated July 31, 2006 and entered into by and between the Vendor and Stendal, in the original principal amount of € 1,050,000 plus all interest (accrued, contingent or other) to the Time of Closing; and

(iii)

a subordinated shareholder loan and release agreement ( Vertrag über die Gewährung eines nachrangigen Gesellschafterdarlehens) dated September 27, 2005 and entered into by and between the Vendor and Stendal, in the original principal amount of € 1,050,000 plus all interest (accrued, contingent or other) to the Time of Closing,

and all rights, title and interest in and to the Stand-By Equity, plus all interest (accrued, contingent or other) to the Time of Closing;

(gg)

" Shareholders’ Agreement " means the shareholders’ agreement dated August 26, 2002, among Stendal, the Purchaser, RWE and the Vendor, pertaining to the operation and administration of Stendal, notarial deed no. 117/2002L of the notary Dr. Gustav-Adolf Lange, Frankfurt/Main;

(hh)

" Shareholders’ Undertaking Agreement " means the shareholders’ undertaking agreement ( Gesellschafter-Verpflichtungsvereinbarung ) dated August 26, 2002 entered into by and among the Vendor, the Purchaser, Stendal, Mercer, RWE, AIP and Bayerische Hypo- und Vereinsbank AG;

(ii)

" Stand-By Equity " means the stand-by equity provided by the Vendor pursuant to Section 2.6.3 of the Shareholders’ Undertaking Agreement;

(jj)

" Stendal " means Zellstoff Stendal GmbH, a company organized under the laws of the Federal Republic of Germany and registered with the commercial register at the local court of Stendal under HRB 2446;

(kk)

" Stendal Facility " means the project financing facility agreement in the principal amount of € 827,950,000 dated August 26, 2002, made between Stendal and the lenders party thereto as amended from time to time;

(ll)

"Stendal Pulp Mill " means the kraft pulp mill owned by Stendal located near Stendal, Germany;

(mm)

" Step-In Rights " means the step-in rights ( Eintrittsrechte ) granted by the Vendor under an agreement on step-in rights ( Vereinbarung eines Eintrittsrechts ), dated August 26, 2002 (notarial deed no. 119/2002L of the notary Dr. Gustav-Adolf Lange, Frankfurt/Main), by and among RWE, the Purchaser, the Vendor and Bayerische Hypo- und Vereinsbank AG (as agent);

(nn)

" Time of Closing " means 4:00 p.m., German time, on the Closing Date when the Closing of the purchase and sale herein provided for shall be completed;

(oo)

" Undertaking Letter " means a letter of undertaking from the Purchaser’s Canadian Counsel to the Vendor’s Canadian Counsel relating to the Proceeds in a form satisfactory to each of them;

(pp)

" US Securities Law " means the 1933 Act, all rules and regulations thereunder and all applicable securities laws, rules and regulations of any state of the United States;

(qq)

" Vendor Release " means the release and discharge to be provided by the Vendor, KHD, their affiliates, and Mr. Michael Smith, substantially in the form attached as Schedule B hereto; and

(rr)

" Vendor’s Stendal Interest " means all of the Vendor’s rights, title and interest in and to Stendal, including, without limitation, the Purchased Shares (together with all ancillary rights pertaining to the Purchased Shares, such as the rights to any undistributed profits from any prior periods and the rights to dividends for the entire current and future fiscal years), the Shareholder Loans and the Ancillary Stendal Rights, provided that the foregoing shall not include any interest in Stendal that the Vendor may acquire after Closing from RWE or any permitted assignee or transferee of RWE.

       (a)

depositing the KHD Shares with the Broker/Dealer for sale in accordance with the Direction Letter immediately after Closing; and

(a)

the Purchased Shares;

(b)

the Shareholder Loans; and

(c)

the Ancillary Stendal Rights.

(a)

Due Incorporation: The Vendor has been duly incorporated and organized pursuant to the laws of the Federal Republic of Germany and is in good standing in filing all returns and notices required thereunder.

(b)

Authority and Binding Obligations: The Vendor has good right, full power and absolute authority to enter into this Agreement and to sell, assign and transfer the Vendor’s Stendal Interest to the Purchaser in the manner contemplated herein and to perform all of the Vendor’s obligations under this Agreement. The Vendor shall have taken all necessary actions, steps and corporate and other proceedings to approve or authorize, validly and effectively, the entering into, and the execution, delivery and performance of this Agreement and the sale and transfer of the Vendor’s Stendal Interest by the Vendor to the Purchaser and to complete the transactions set out herein.

(c)

No Actions: There is no suit, action, litigation, arbitration proceeding or governmental proceeding, including appeals and applications for review, in progress or, to the Vendor’s knowledge, threatened against or related to the Vendor’s Stendal Interest or which would affect the Vendor’s ability to sell the Vendor’s Stendal Interest as provided for in this Agreement.

(a)

At the Time of Closing the Vendor will have good, marketable title or ownership (as applicable)

of the Vendor’s Stendal Interest free of all mortgages, charges, liens, pledges, claims, security interests and agreements and other encumbrances of whatsoever nature other than the MFC Pledge, or a pledge of the Vendor’s Stendal Interest substantially upon the same terms as the MFC Pledge to the same lenders under the Stendal Facility, and the Step-In Rights, and no person, firm or corporation has any agreement or option or right capable of becoming an agreement or option for the purchase from the Vendor of any of such Vendor’s Stendal Interest except as provided herein, and the Vendor has good right, full power and absolute authority to sell and assign such Vendor’s Stendal Interest to the Purchaser for the purpose and in the manner as provided in this Agreement. The Purchased Shares are not and shall not be subject to any shareholder, pooling, escrow or similar agreements, except as contemplated herein.

(b)

The share capital relating to the Purchased Shares has been duly authorized, validly issued and fully paid-in, no capital has been openly or disguisedly repaid, and the Purchased Shares sold hereby represent the entire share capital held by the Vendor in Stendal;

(c)

No consents of, filings with or approval of any governmental or regulatory body or authority is required by the Vendor for the sale and transfer of the Vendor’s Stendal Interest to the Purchaser other than those presently held or obtained by the Vendor which are in full force and effect.

(d)

The Vendor is not obligated to obtain the written consent of any person to the transactions contemplated by this Agreement other than from those persons from whom consent has, or prior to the Time of Closing, will be obtained as contemplated herein.

(a)

At the Time of Closing the execution and delivery of this Agreement by the Vendor and the consummation of the transactions contemplated hereby do not constitute a breach or a default under any agreement to which the Vendor is a party or by which it is bound, other than as expressly set out herein.

(b)

This Agreement has been duly executed and delivered by the Vendor. All documents required hereunder to be executed and delivered by the Vendor shall have been duly executed and delivered by the Vendor and this Agreement does and such documents and instruments shall, constitute legal, valid and binding obligations of the Vendor enforceable in accordance with its terms, subject to limitations with respect to enforcement imposed by law in connection with bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and to the extent that equitable remedies such as specific performance and injunction are only available in the discretion of the court from which they are sought.

(a)

Due Incorporation: The Purchaser has been duly incorporated and organized pursuant to the laws of the Federal Republic of Germany and is in good standing in filing all returns and notices required thereunder.

(b)

Authority and Binding Obligations: The Purchaser has good right, full power and absolute authority to enter into this Agreement and to purchase the Vendor’s Stendal Interest from the Vendor and to deliver the PIK Note in the manner contemplated herein and to perform all of the Purchaser’s obligations under this Agreement. The Purchaser shall have taken all necessary actions, steps and corporate and other proceedings to approve or authorize, validly and effectively, the entering into, and the execution, delivery and performance of this Agreement, the purchase of the Vendor’s Stendal Interest by the Purchaser from the Vendor, the execution and delivery of the PIK Note and the completion of the transactions set out herein.

(c)

No Actions: There is no suit, action, litigation, arbitration proceeding or governmental proceeding, including appeals and applications for review, in progress or, to the Purchaser’s knowledge, threatened which would affect the Purchaser’s ability to purchase the Vendor’s Stendal Interest, pay the Purchase Price and deliver the PIK Note each as provided for in this Agreement.

(a)

The execution and delivery of this Agreement by the Purchaser and the consummation of the transactions contemplated hereby do not constitute a breach or a default under any agreement to which the Purchaser is a party or by which it is bound.

(b)

This Agreement has been duly executed and delivered by the Purchaser. All documents required hereunder to be executed and delivered by the Purchaser shall have been duly executed and delivered by the Purchaser and this Agreement does and such documents and instruments shall, constitute legal, valid and binding obligations of the Purchaser enforceable in accordance with its terms, subject to limitations with respect to enforcement imposed by law in connection with bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and to the extent that equitable remedies such as specific performance and injunction are only available in the discretion of the court from which they are sought.

(a)

Vendor’s Representations, Warranties and Covenants. At the Time of Closing, the Vendor shall have executed, delivered and performed all agreements and documents and complied with or performed all terms, covenants and agreements on its part to be performed hereunder at or before the Closing Date; all representations and warranties contained in Sections 3, shall be true at the Time of Closing in all respects, with the same effect as if made on and as of such date, and the Vendor shall deliver a Certificate executed as of the Time of Closing certifying that all representations and warranties made by it herein are true and correct in all respects as of such date and all terms, covenants and agreements have been complied with or performed in all respects by the Vendor on or before such date.

(b)

Approvals. At the Time of Closing, there shall have been obtained the written consents or approvals, in form and substance satisfactory to the Purchaser and Purchaser’s Counsel, acting reasonably, of any governmental or regulatory agency or person whose consent to the transactions contemplated hereby is required, including, without limitation, the Shareholder Approvals, and all conditions imposed upon such consents shall have been satisfied.

(c)

Corporate Proceedings. At the Time of Closing, all necessary steps and corporate proceedings, as approved by Counsel for the Purchaser, shall have been taken to permit the transfer of the Vendor’s Stendal Interest to the Purchaser.

(d)

Closing Documents. The Vendor shall have executed and delivered to the Purchaser all documents as the Purchaser or the Purchaser’s Counsel may reasonably request for the purposes of effecting the transfer and delivery of the Vendor’s Stendal Interest in accordance with the terms of this Agreement.

(a)

Purchaser’s Representations, Warranties and Covenants. At the Time of Closing, the Purchaser shall have executed, delivered and performed all agreements and documents and complied with

or performed all terms, covenants and agreements on its part to be performed hereunder at or before the Closing Date; all representations and warranties contained in Sections 4, shall be true at the Time of Closing in all respects, with the same effect as if made on and as of such date, and the Purchaser shall deliver a Certificate executed as of the Time of Closing certifying that all representations and warranties made by it herein are true and correct in all respects as of such date and all terms, covenants and agreements have been complied with or performed in all respects by the Purchaser on or before such date.

(b)

Approvals. At the Time of Closing, there shall have been obtained the written consents or approvals, in form and substance satisfactory to the Vendor and the Vendor’s Counsel, acting reasonably, of any governmental or regulatory agency or person whose consent to the transactions contemplated hereby is required, including, without limitation, the Shareholder Approvals, and all conditions imposed upon such consents shall have been satisfied.

(c)

Closing Documents. The Purchaser shall have executed and delivered to the Vendor all documents as the Vendor or the Vendor’s Counsel may reasonably request for purposes of effecting the transactions set out herein.

(a)

Satisfaction of Conditions. All of the parties hereto covenant and agree with the other parties hereto to use all reasonable efforts until the Closing Date to take or refrain from taking any actions with the intent that the conditions precedent, as set forth in Section 5 hereof, shall be satisfied and all covenants and agreements herein made by them shall have been performed.

(b)

Consequences of Rescission. In the event this Agreement is rescinded and terminated pursuant to the provisions of subsection 5.1 or subsection 5.2 hereof, each party hereto shall be released from all obligations hereunder and each party hereto shall take all reasonable actions to return the other parties to the position relative to the Vendor’s Stendal Interest which such party occupied prior to the execution hereof.

(a)

The Purchaser agrees to indemnify and save harmless the Vendor, and the Vendor agrees to indemnify and save harmless the Purchaser, from and against all losses, claims, actions, causes of action and liabilities, of any and all nature whatsoever, which the other may suffer, sustain or incur or which may be brought, made or asserted against the other as the result of any inaccuracy in any representation and warranty made in this Agreement by the indemnifying party, and/or which may be suffered or incurred as a result of, in respect of or arising out of any nonfulfillment of any covenant or agreement on the part of such indemnifying party, subject to the limitation that there shall be no obligation to indemnify in respect of a claim not made in writing within two (2) years of the Effective Date.

(a)

Each and every right, remedy and power granted to the Purchaser under this Agreement or under any documents or instruments delivered pursuant to the terms and conditions hereof, shall be cumulative and shall be in addition to any other right, remedy or power herein or therein specifically granted or hereinafter existing in equity or at law, or by virtue of statute or otherwise, and every such right, remedy and power may be exercised by the Purchaser from time to time concurrently or independently and as often and in such order as the Purchaser may deem expedient.

(b)

Each and every right, remedy and power granted to the Vendor under this Agreement or under any documents or instruments delivered pursuant to the terms and conditions hereof, shall be cumulative and shall be in addition to any other right, remedy or power herein or therein specifically granted or hereinafter existing in equity at law, or by virtue of statute or otherwise, and every such right, remedy and power may be exercised by the Vendor from time to time concurrently or independently and as often and in such order as the Vendor may deem expedient.

(a)

the duly executed Purchaser Release;

(b)

the Certificate contemplated by paragraph 5.2(a) hereto;

(c)

the Direction Letter;

(d)

an Undertaking Letter; and

(e)

such further documents and assurances as the Vendor may reasonably require in order to give effect to the provisions hereof.

(a)

the duly executed Vendor Release;

(b)

the Certificate contemplated by paragraph 5.1(a) hereto;

(c)

such further documents and assurances as the Purchaser may reasonably require in order to give effect to the provisions hereof, including all other n