ESCROW AGREEMENT

THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of April 6,
2004 by MCKENZIE BAY INTERNATIONAL LTD., a Delaware corporation (the "Company");
CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor");
and BUTLER GONZALEZ LLP (the "Escrow Agent").

BACKGROUND

WHEREAS, the Company and the Investor have entered into an Standby Equity
Distribution Agreement  (the "Standby Equity Distribution Agreement") dated as
of the date hereof, pursuant to which the Investor will purchase the Company's
Common Stock, par value $.001 per share (the "Common Stock"), at a price per
share equal to the Purchase Price, as that term is defined in the Standby Equity
Distribution Agreement, for an aggregate price of up to Fifteen Million
Dollars ($15,000,000).  The Standby Equity Distribution Agreement provides that
on each Advance Date the Investor, as that term is defined in the Standby Equity
Distribution Agreement, shall deposit the Advance pursuant to the Advance Notice
in a segregated escrow account to be held by Escrow Agent and the Company shall
deposit shares of the Company's Common Stock, which shall be purchased by the
Investor as set forth in the Standby Equity Distribution Agreement, with the
Escrow Agent, in order to effectuate a disbursement to the Company of the
Advance by the Escrow Agent and a disbursement to the Investor of the shares of
the Company's Common Stock by Escrow Agent at a closing to be held as set forth
in the Standby Equity Distribution Agreement (the "Closing").

WHEREAS, Escrow Agent has agreed to accept, hold, and disburse the funds and the
shares of the Company's Common Stock deposited with it in accordance with the
terms of this Agreement.

WHEREAS, in order to establish the escrow of funds and shares to effect the
provisions of the Standby Equity Distribution Agreement, the parties hereto have
entered into this Agreement.

NOW THEREFORE, in consideration of the foregoing, it is hereby agreed as
follows:

1.      Definitions.  The following terms shall have the following meanings when
used herein:

a.      "Escrow Funds" shall mean the Advance funds deposited with the Escrow
Agent pursuant to this Agreement.

b.      "Joint Written Direction" shall mean a written direction executed by the
Investor and the Company directing Escrow Agent to disburse all or a portion of
the Escrow Funds or to take or refrain from taking any action pursuant to this
Agreement.

c.      "Common Stock Joint Written Direction" shall mean a written direction
executed by the Investor and the Company directing Investor's Counsel to
disburse all or a portion of the shares of the Company's Common Stock or to
refrain from taking any action pursuant to this Agreement.

2.      Appointment of and Acceptance by Escrow Agent.

a.      The Investor and the Company hereby appoint Escrow Agent to serve as
Escrow Agent hereunder.  Escrow Agent hereby accepts such appointment and, upon
receipt by wire transfer of the Escrow Funds in accordance with Section 3 below,
agrees to hold, invest and disburse the Escrow Funds in accordance with this
Agreement.

b.      The Investor and the Company hereby appoint the Escrow Agent to serve as
the holder of the shares of the Company's Common Stock which shall be purchased
by the Investor.  The Escrow Agent hereby accepts such appointment and, upon
receipt via D.W.A.C or the certificates representing of the shares of the
Company's Common Stock in accordance with Section 3 below, agrees to hold and
disburse the shares of the Company's Common Stock in accordance with this
Agreement.

c.      The Company hereby acknowledges that the Escrow Agent is counsel to the
Investor in connection with the transactions contemplated and referenced herein.
The Company agrees that in the event of any dispute arising in connection with
this Escrow Agreement or otherwise in connection with any transaction or
agreement contemplated and referenced herein, the Escrow Agent shall be
permitted to continue to represent the Investor and the Company will not seek to
disqualify such counsel.

3.      Creation of Escrow Account/Common Stock Account.

a.      On or prior to the date of this Agreement the Escrow Agent shall
establish an escrow account for the deposit of the Escrow Funds entitled as
follows: McKenzie Bay International Ltd./Cornell Capital Partners, LP.  The
Investor will wire funds to the account of the Escrow Agent as follows:

Bank:   Wachovia, N.A. of New Jersey
Routing #:      031201467
Account #:      2020000659170
Name on Account:        Butler Gonzalez LLP as Escrow Agent
Name on Sub-Account:    McKenzie Bay International Ltd./Cornell Capital
                        Partners, LP Escrow account

b.      On or prior to the date of this Agreement the Escrow Agent shall
establish an account for the D.W.A.C. of the shares of Common Stock. The Company
will D.W.A.C. shares of the Company's Common Stock to the account of the Escrow
Agent as follows:

Brokerage Firm: Crown Financial Group
Clearing House: Fiserv
Account #:      56797702
DTC #:  0632
Name on Account:        Butler Gonzalez LLP Escrow Account

4.      Deposits into the Escrow Account. The Investor agrees that it shall
promptly deliver all monies for the payment of the Common Stock to the Escrow
Agent for deposit in the Escrow Account.

5.      Disbursements from the Escrow Account.

a.      At such time as Escrow Agent has collected and deposited instruments of
payment in the total amount of the Advance and has received such Common Stock
via D.W.A.C from the Company which are to be issued to the Investor pursuant to
the Standby Equity Distribution Agreement, the Escrow Agent shall notify the
Company and the Investor. The Escrow Agent will continue to hold such funds
until the Investor and Company execute and deliver a Joint Written Direction
directing the Escrow Agent to disburse the Escrow Funds pursuant to Joint
Written Direction at which time the Escrow Agent shall wire the Escrow Funds to
the Company.  In disbursing such funds, Escrow Agent is authorized to rely upon
such Joint Written Direction from Company and may accept any signatory from the
Company listed on the signature page to this Agreement and any signature from
the Investor that Escrow Agent already has on file.  Simultaneous with delivery
of the executed Joint Written Direction to the Escrow Agent the Investor and
Company shall execute and deliver a Common Stock Joint Written Direction to the
Escrow Agent directing the Escrow Agent to release via D.W.A.C to the Investor
the shares of the Company's Common Stock.  In releasing such shares of Common
Stock the Escrow Agent is authorized to rely upon such Common Stock Joint
Written Direction from Company and may accept any signatory from the Company
listed on the signature page to this Agreement and any signature from the Escrow
Agent has on file.

In the event the Escrow Agent does not receive the amount of the Advance from
the Investor or the shares of Common Stock to be purchased by the Investor from
the Company, the Escrow Agent shall notify the Company and the Investor.

In the event that the Escrow Agent has not received the Common Stock to be
purchased by the Investor from the Company, in no event will the Escrow Funds be
released to the Company until such shares are received by the Escrow Agreement.
For purposes of this Agreement, the term "Common Stock certificates" shall mean
Common Stock certificates to be purchased pursuant to the respective Advance
Notice pursuant to the Standby Equity Distribution Agreement.

6.      Deposit of Funds. The Escrow Agent is hereby authorized to deposit the
wire transfer proceeds in the Escrow Account.

7.      Suspension of Performance: Disbursement Into Court.

a.      Escrow Agent.  If at any time, there shall exist any dispute between the
Company and the Investor with respect to holding or disposition of any portion
of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent
hereunder, or if at any time Escrow Agent is unable to determine, to Escrow
Agent's sole satisfaction, the proper disposition of any portion of the Escrow
Funds or Escrow Agent's proper actions with respect to its obligations
hereunder, or if the parties have not within thirty (30) days of the furnishing
by Escrow Agent of a notice of resignation pursuant to Section 9 hereof,
appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in
its sole discretion, take either or both of the following actions:

i.      Suspend the performance of any of its obligations (including without
limitation any disbursement obligations) under this Escrow Agreement until such
dispute or uncertainty shall be resolved to the sole satisfaction of Escrow
Agent or until a successor Escrow Agent shall be appointed (as the case may be);
provided however, Escrow Agent shall continue to invest the Escrow Funds in
accordance with Section 8 hereof; and/or

ii.     Petition (by means of an interpleader action or any other appropriate
method) any court of competent jurisdiction in any venue convenient to Escrow
Agent, for instructions with respect to such dispute or uncertainty, and to the
extent required by law, pay into such court, for holding and disposition in
accordance with the instructions of such court, all funds held by it in the
Escrow Funds, after deduction and payment to Escrow Agent of all fees and
expenses (including court costs and attorneys' fees) payable to, incurred by, or
expected to be incurred by Escrow Agent in connection with performance of its
duties and the exercise of its rights hereunder.

iii.    Escrow Agent shall have no liability to the Company, the Investor, or
any person with respect to any such suspension of performance or disbursement
into court, specifically including any liability or claimed liability that may
arise, or be alleged to have arisen, out of or as a result of any delay in the
disbursement of funds held in the Escrow Funds or any delay in with respect to
any other action required or requested of Escrow Agent.

8.      Investment of Escrow Funds. The Escrow Agent shall deposit the Escrow
Funds in a non-interest bearing money market account.

If Escrow Agent has not received a Joint Written Direction at any time that an
investment decision must be made, Escrow Agent may retain the Escrow Fund, or
such portion thereof, as to which no Joint Written Direction has been received,
in a non-interest bearing money market account.

9.      Resignation and Removal of Escrow Agent.  Escrow Agent may resign from
the performance of its duties hereunder at any time by giving thirty (30) days'
prior written notice to the parties or may be removed, with or without cause, by
the parties, acting jointly, by furnishing a Joint Written Direction to Escrow
Agent, at any time by the giving of ten (10) days' prior written notice to
Escrow Agent as provided herein below.  Upon any such notice of resignation or
removal, the representatives of the Investor and the Company identified in
Sections 13a.(iv) and 13b.(iv), below, jointly shall appoint a successor Escrow
Agent hereunder, which shall be a commercial bank, trust company or other
financial institution with a combined capital and surplus in excess of
$10,000,000.00.  Upon the acceptance in writing of any appointment of Escrow
Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be
discharged from its duties and obligations under this Escrow Agreement, but
shall not be discharged from any liability for actions taken as Escrow Agent
hereunder prior to such succession.  After any retiring Escrow Agent's
resignation or removal, the provisions of this Escrow Agreement shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
Escrow Agent under this Escrow Agreement.  The retiring Escrow Agent shall
transmit all records pertaining to the Escrow Funds and shall pay all funds held
by it in the Escrow Funds to the successor Escrow Agent, after making copies of
such records as the retiring Escrow Agent deems advisable and after deduction
and payment to the retiring Escrow Agent of all fees and expenses (including
court costs and attorneys' fees) payable to, incurred by, or expected to be
incurred by the retiring Escrow Agent in connection with the performance of its
duties and the exercise of its rights hereunder.

10.     Liability of Escrow Agent.

a.      Escrow Agent shall have no liability or obligation with respect to the
Escrow Funds except for Escrow Agent's willful misconduct or gross negligence.
Escrow Agent's sole responsibility shall be for the safekeeping, investment, and
disbursement of the Escrow Funds in accordance with the terms of this Agreement.
Escrow Agent shall have no implied duties or obligations and shall not be
charged with knowledge or notice or any fact or circumstance not specifically
set forth herein.  Escrow Agent may rely upon any instrument, not only as to its
due execution, validity and effectiveness, but also as to the truth and accuracy
of any information contained therein, which Escrow Agent shall in good faith
believe to be genuine, to have been signed or presented by the person or parties
purporting to sign the same and conform to the provisions of this Agreement.  In
no event shall Escrow Agent be liable for incidental, indirect, special, and
consequential or punitive damages.  Escrow Agent shall not be obligated to take
any legal action or commence any proceeding in connection with the Escrow Funds,
any account in which Escrow Funds are deposited, this Agreement or the Standby
Equity Distribution Agreement, or to appear in, prosecute or defend any such
legal action or proceeding.  Escrow Agent may consult legal counsel selected by
it in the event of any dispute or question as to construction of any of the
provisions hereof or of any other agreement or its duties hereunder, or relating
to any dispute involving any party hereto, and shall incur no liability and
shall be fully indemnified from any liability whatsoever in acting in accordance
with the opinion or instructions of such counsel.  The Company and the Investor
jointly and severally shall promptly pay, upon demand, the reasonable fees and
expenses of any such counsel and Escrow Agent is hereby authorized to pay such
fees and expenses from funds held in escrow.

b.      The Escrow Agent is hereby authorized, in its sole discretion, to comply
with orders issued or process entered by any court with respect to the Escrow
Funds, without determination by the Escrow Agent of such court's jurisdiction in
the matter.  If any portion of the Escrow Funds is at any time attached,
garnished or levied upon under any court order, or in case the payment,
assignment, transfer, conveyance or delivery of any such property shall be
stayed or enjoined by any court order, or in any case any order judgment or
decree shall be made or entered by any court affecting such property or any part
thereof, then and in any such event, the Escrow Agent is authorized, in its sole
discretion, to rely upon and comply with any such order, writ judgment or decree
which it is advised by legal counsel selected by it,  binding upon it, without
the need for appeal or other action; and if the Escrow Agent complies with any
such order, writ, judgment or decree, it shall not be liable to any of the
parties hereto or to any other person or entity by reason of such compliance
even though such order, writ judgment or decree may be subsequently reversed,
modified, annulled, set aside or vacated.

11.     Indemnification of Escrow Agent.  From and at all times after the date
of this Agreement, the parties jointly and severally, shall, to the fullest
extent permitted by law and to the extent provided herein, indemnify and hold
harmless Escrow Agent and each director, officer, employee, attorney, agent and
affiliate of Escrow Agent (collectively, the "Indemnified Parties") against any
and all actions, claims (whether or not valid), losses, damages, liabilities,
costs and expenses of any kind or nature whatsoever (including without
limitation reasonable attorney's fees, costs and expenses) incurred by or
asserted against any of the Indemnified Parties from and after the date hereof,
whether direct, indirect or consequential, as a result of or arising from or in
any way relating to any claim, demand, suit, action, or proceeding (including
any inquiry or investigation) by any person, including without limitation the
parties to this Agreement, whether threatened or initiated, asserting a claim
for any legal or equitable remedy against any person under any statute or
regulation, including, but not limited to, any federal or state securities laws,
or under any common law or equitable cause or otherwise, arising from or in
connection with the negotiation, preparation, execution, performance or failure
of performance of this Agreement or any transaction contemplated herein, whether
or not any such Indemnified Party is a party to any such action or proceeding,
suit or the target of any such inquiry or investigation; provided, however, that
no Indemnified Party shall have the right to be indemnified hereunder for
liability finally determined by a court of competent jurisdiction, subject to no
further appeal, to have resulted solely from the gross negligence or willful
misconduct of such Indemnified Party.  If any such action or claim shall be
brought or asserted against any Indemnified Party, such Indemnified Party shall
promptly notify the Company and the Investor hereunder in writing, and the and
the Company shall assume the defense thereof, including the employment of
counsel and the payment of all expenses.  Such Indemnified Party shall, in its
sole discretion, have the right to employ separate counsel (who may be selected
by such Indemnified Party in its sole discretion) in any such action and to
participate and to participate in the defense thereof, and the fees and expenses
of such counsel shall be paid by such Indemnified Party, except that the
Investor and/or the Company shall be required to pay such fees and expense if
(a) the Investor or the Company agree to pay such fees and expenses, or (b) the
Investor and/or the Company shall fail to assume the defense of such action or
proceeding or shall fail, in the sole discretion of such Indemnified Party, to
employ counsel reasonably satisfactory to the Indemnified Party in any such
action or proceeding, (c) the Investor and the Company are the plaintiff in any
such action or proceeding or (d) the named or potential parties to any such
action or proceeding (including any potentially impleaded parties) include both
Indemnified Party the Company and/or the Investor and Indemnified Party shall
have been advised by counsel that there may be one or more legal defenses
available to it which are different from or additional to those available to the
Company or the Investor.  The Investor and the Company shall be jointly and
severally liable to pay fees and expenses of counsel pursuant to the preceding
sentence, except that any obligation to pay under clause (a) shall apply only to
the party so agreeing.  All such fees and expenses payable by the Company and/or
the Investor pursuant to the foregoing sentence shall be paid from time to time
as incurred, both in advance of and after the final disposition of such action
or claim.  The obligations of the parties under this section shall survive any
termination of this Agreement, and resignation or removal of the Escrow Agent
shall be independent of any obligation of Escrow Agent.

12.     Expenses of Escrow Agent.  Except as set forth in Section 11 the Company
shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses,
including attorneys' fees, travel expenses, telephone and facsimile transmission
costs, postage (including express mail and overnight delivery charges), copying
charges and the like as outlined in Section 12.4 of the Standby Equity
Distribution Agreement dated the date hereof.  All of the compensation and
reimbursement obligations set forth in this Section shall be payable by the
Company, upon demand by Escrow Agent.  The obligations of the Company under this
Section shall survive any termination of this Agreement and the resignation or
removal of Escrow Agent.

13.     Warranties.

a.      The Investor makes the following representations and warranties to the
Escrow Agent and Investor's Counsel:

i.      The Investor has full power and authority to execute and deliver this
Agreement and to perform its obligations hereunder.

ii.     This Agreement has been duly approved by all necessary action of the
Investor, including any necessary approval of the limited partner of the
Investor, has been executed by duly authorized officers of the Investor's
general partner, enforceable in accordance with its terms.

iii.    The execution, delivery, and performance of the Investor of this
Agreement will not violate, conflict with, or cause a default under the
agreement of limited partnership of the Investor, any applicable law or
regulation, any court order or administrative ruling or degree to which the
Investor is a party or any of its property is subject, or any agreement,
contract, indenture, or other binding arrangement.

iv.     Mark A. Angelo has been duly appointed to act as the representative of
Investor hereunder and has full power and authority to execute, deliver, and
perform this Agreement, to execute and deliver any Joint Written Direction, to
amend, modify, or waive any provision of this Agreement, and to take any and all
other actions as the Investor's representative under this Agreement, all without
further consent or direction form, or notice to, the Investor or any other
party.

v.      No party other than the parties hereto have, or shall have, any lien,
claim or security interest in the Escrow Funds or any part thereof.  No
financing statement under the Uniform Commercial Code is on file in any
jurisdiction claiming a security interest in or describing (whether specifically
or generally) the Escrow Funds or any part thereof.

vi.     All of the representations and warranties of the Investor contained
herein are true and complete as of the date hereof and will be true and complete
at the time of any disbursement from the Escrow Funds.

b.      The Company makes the following representations and warranties to Escrow
Agent and, the Investor:

i.      The Company is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Delaware, and has full power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder.

ii.     This Agreement has been duly approved by all necessary corporate action
of the Company, including any necessary shareholder approval, has been executed
by duly authorized officers of the Company, enforceable in accordance with its
terms.

iii.    The execution, delivery, and performance by the Company of this Escrow
Agreement is in accordance with the Standby Equity Distribution Agreement and
will not violate, conflict with, or cause a default under the certificate of
incorporation or bylaws of the Company, any applicable law or regulation, any
court order or administrative ruling or decree to which the Company is a party
or any of its property is subject, or any agreement, contract, indenture, or
other binding arrangement.

iv.     Gary Westerholm and/or Gregory Bakeman has been duly appointed to act as
the representative of the Company hereunder and has full power and authority to
execute, deliver, and perform this Agreement, to execute and deliver any Joint
Written Direction, to amend, modify or waive any provision of this Agreement and
to take all other actions as the Company's Representative under this Agreement,
all without further consent or direction from, or notice to, the Company or any
other party.

v.      No party other than the parties hereto shall have, any lien, claim or
security interest in the Escrow Funds or any part thereof.  No financing
statement under the Uniform Commercial Code is on file in any jurisdiction
claiming a security interest in or describing (whether specifically or
generally) the Escrow Funds or any part thereof.

vi.     All of the representations and warranties of the Company contained
herein are true and complete as of the date hereof and will be true and complete
at the time of any disbursement from the Escrow Funds.

14.     Consent to Jurisdiction and Venue.  In the event that any party hereto
commences a lawsuit or other proceeding relating to or arising from this
Agreement, the parties hereto agree that the United States District Court for
the District of New Jersey shall have the sole and exclusive jurisdiction over
any such proceeding.  If all such courts lack federal subject matter
jurisdiction, the parties agree that the Superior Court Division of New Jersey,
Chancery Division of Hudson County shall have sole and exclusive jurisdiction.
Any of these courts shall be proper venue for any such lawsuit or judicial
proceeding and the parties hereto waive any objection to such venue.  The
parties hereto consent to and agree to submit to the jurisdiction of any of the
courts specified herein and agree to accept the service of process to vest
personal jurisdiction over them in any of these courts.

15.     Notice.  All notices and other communications hereunder shall be in
writing and shall be deemed to have been validly served, given or delivered five
(5) days after deposit in the United States mail, by certified mail with return
receipt requested and postage prepaid, when delivered personally, one (1) day
delivery to any overnight courier, or when transmitted by facsimile transmission
and addressed to the party to be notified as follows:

If to Investor, to:     Cornell Capital Partners, LP
                        101 Hudson Street - Suite 3606
                        Jersey City, New Jersey 07302
        Attention:      Mark Angelo
        Facsimile:      (201) 985-8266

If to Escrow Agent, to: Butler Gonzalez LLP
                        1416 Morris Avenue - Suite 207
                        Union, New Jersey 07083
        Attention:      David Gonzalez, Esq.
        Facsimile:      (908) 810-0973

If to Company, to:      McKenzie Bay International Ltd.
                        975 Spaulding Avenue
                        Grand Rapids, MI 49546
        Attention:      Gregory Bakeman
        Telephone:      (616) 940-3800
        Facsimile:      (616) 940-9194

With a copy to:         Donald C. Harms, Esq.
                        37899 12 Mile Road - Suite 300
                        Farmington Hills, MI 48331
        Telephone:      (248) 489-8520
        Facsimile:      (248) 489-4163

Or to such other address as each party may designate for itself by like notice.

16. Amendments or Waiver. This Agreement may be changed, waived, discharged or
terminated only by a writing signed by the parties of the Escrow Agent.  No
delay or omission by any party in exercising any right with respect hereto shall
operate as waiver.  A waiver on any one occasion shall not be construed as a bar
to, or waiver of, any right or remedy on any future occasion.

17. Severability.  To the extent any provision of this Agreement is prohibited
by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition, or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.

18. Governing Law.  This Agreement shall be construed and interpreted in
accordance with the internal laws of the State of Delaware without giving effect
to the conflict of laws principles thereof.

19. Entire Agreement.  This Agreement constitutes the entire Agreement between
the parties relating to the holding, investment, and disbursement of the Escrow
Funds and sets forth in their entirety the obligations and duties of the Escrow
Agent with respect to the Escrow Funds.

20. Binding Effect.  All of the terms of this Agreement, as amended from time to
time, shall be binding upon, inure to the benefit of and be enforceable by the
respective heirs, successors and assigns of the Investor, the Company, or the
Escrow Agent.

21. Execution of Counterparts.  This Agreement and any Joint Written Direction
may be executed in counter parts, which when so executed shall constitute one
and same agreement or direction.

22. Termination. Upon the first to occur of the termination of the Standby
Equity Distribution Agreement dated the date hereof or the disbursement of all
amounts in the Escrow Funds and Common Stock into court pursuant to Section 7
hereof, this Agreement shall terminate and Escrow Agent shall have no further
obligation or liability whatsoever with respect to this Agreement or the Escrow
Funds or Common Stock.


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IN WITNESS WHEREOF the parties have hereunto set their hands and seals the day
and year above set forth.

   MCKENZIE BAY INTERNATIONAL LTD.

        By:     /s/ Gregory N. Bakeman
        Name:      Gregory Bakeman
        Title:      Chief Financial Officer

        CORNELL CAPITAL PARTNERS, LP

        By:     Yorkville Advisors, LLC
        Its:    General Partner

        By:     /s/ Mark Angelo
        Name:   Mark A. Angelo
        Title:  Portfolio Manager


        BUTLER GONZALEZ LLP

        By:     /s/ David Gonzalez
        Name:   David Gonzalez, Esq.
        Title:  Partner