CODE OF ETHICS

MCKENZIE BAY COMPANIES

The officers of McKenzie Bay International, Ltd. and its subsidiaries hold an
important and elevated role in corporate governance.  Each of the officers of
the McKenzie Bay companies is involved to some degree in the financial
organization of the parent company or its subsidiaries and, therefore, bears a
responsibility to the shareholders, the employees of the McKenzie Bay companies
and the general public.  This Code of Ethics is intended to reflect the high
priority which the McKenzie Bay companies place on the ethical conduct of its
business throughout the world.  Officers of McKenzie Bay International, Ltd. and
its subsidiaries are expected to adhere to and advocate the following ethical
guidelines:

I.

   All officers shall:

    A. conduct the business of the McKenzie Bay companies fairly, impartially in
       an ethical and proper manner and in full compliance with all laws and
       regulations.

    B. approach and handle all relationships with integrity including those with
       shareholders, customers, suppliers, employees and the communities in
       which business is conducted.

    C. refrain from any conduct or activity that may raise questions as to the
       McKenzie Bay companies' honesty or reputation or otherwise cause
       embarrassment to any of the McKenzie Bay companies.

    D. adopt, practice and advocate the following values:

1. we will be a world-class leader in every aspect of our business.

2. we will always take the high road by practicing the highest ethical standards
   and by honoring our commitments.

3. we will take personal responsibility for our actions and treat everyone
   fairly and with trust and respect.

    E. ensure that all employees are encouraged to address questions or concerns
       regarding any of the McKenzie Bay companies' ethics or standards of
       conduct with management.

    F. demonstrate personal support for the code of ethics through periodic
       communication reinforcing these ethical standards throughout the
       organization.


II.

   The Chief Financial Officer shall:

    A. prohibit and eliminate the appearance or occurrence of conflicts between
       what is in the best interests of the enterprise and what could result in
       material personal gain for a member of the financial organization
       including the Chief Financial Officer.

    B. provide a specific mechanism for members of the finance organization to
       inform senior management of deviations in practice from policies and
       procedures governing honest and ethical behavior.

    C. establish reporting systems and procedures to ensure that business
       transactions are properly authorized and completely and accurately
       recorded on the books and records of the McKenzie Bay companies in
       accordance with Generally-Accepted Accounting Principles and established
       company financial policy.

    D. establish systems and procedures to ensure that the retention or proper
       disposal of company records will be in accordance with established
       financial policies and applicable legal and regulatory requirements.

    E. establish systems and procedures to ensure that periodic financial
       communications and reports will be delivered in a manner that facilitates
       the highest degree of clarity of content and meaning so that readers and
       users will quickly and accurately determine their significance and
       consequence.

    F. establish reporting systems and procedures to monitor the compliance of
       the finance organization with any applicable federal, state or local
       statute, regulation or administrative rule.

    G. establish reporting systems and procedures to identify, report and
       correct in a swift and certain manner any detected deviations from
       applicable federal, state or local statute or regulation.

III.

  The Corporate Governance Committee shall:

    A. establish and publicize to all employees procedures whereby an employee
       may confidentially communicate to the Corporate Governance Committee or a
       member of the Corporate Governance Committee concerning any alleged
       violations of this Code of Ethics.

    B. establish appropriate procedures for the prompt investigation and
       disposition of any and all employee communications regarding violations
       of this Code of Ethics or regarding any harassment of or retaliatory
       conduct towards an employee who may have previously reported an alleged
       violation of this Code of Ethics.

    C. promptly submit to the full Board of Directors a report setting forth the
       allegations received, the investigatory steps taken by the committee, a
       final judgment by the committee as to whether or not in the opinion of
       the committee there has been a violation of the Code of Ethics or any
       harassment or retaliatory action taken toward an employee who has
       previously submitted correspondence to the committee and if the committee
       finds that there has been a breach of this Code of Ethics or harassing or
       retaliatory conduct toward an employee, then its recommendation regarding
       the appropriate disciplinary action to be taken.