Exhibit 10.2 - Employment Agreement - Jacquelin Dery


EMPLOYMENT AGREEMENT entered into on February 12, 2002, in the City of Montreal,
province of Quebec.

BETWEEN:   JACQUELIN DERY, domiciled and residing at 663 McEachran Avenue,
Outremont, Quebec, H2V3C6;

        (hereinafter referred to as the "Employee")

AND:    EXPERTS CONSEILS DERMOND INC., a corporation duly incorporated under the
Canada Business Corporations Act, having its registered office at 663 McEachran
Avenue, Outremont, Quebec, H2V 3C6, represented herein by Gary L. Westerholm,
director, duly authorized as he so declares;

        (hereinafter referred to as "Dermond")

WHEREAS as of the date hereof, the Employee sold all of his shares in the share
capital of Dermond to McKenzie Bay International Ltd. ("MKBY");

WHEREAS Dermond wishes to retain the Employee;

WHEREAS the Employee and Dermond are desirous of entering into an agreement for
the Employee's employment, all subject to the terms and conditions set forth in
this Agreement;

NOW IT IS HEREBY AGREED:

1.      INTERPRETATION

1.1     Definitions

In this Agreement, the following words and expressions have the respective
meanings ascribed to them below:

        (a)     "Affiliate" with respect to a Person means a Person that
                controls, is controlled by or under common control with such
                Person.  For purposes of this definition, "control" when used
                with respect to any Person means the power to direct the
                management and policies of such Person, directly or indirectly,
                whether through the ownership of voting securities, by contract
                or otherwise, and the terms "controlling" and "controlled" have
                meaning collative to the foregoing;

        (b)     "Agreement" means this employment agreement;

        (c)     "Board of Directors" means the board of directors of Dermond;

        (d)     "Business" means the fabrication, sale or lease of the Dermond
                Wind Generator and related technology;

        (e)     "Cause" shall include, but not be limited to the following, as a
                basis for termination of employment, (i) wilful misconduct
                involving bad faith by the Employee in respect of his
                obligations under this Agreement, which misconduct causes or is
                intended by the Employee to cause significant injury to Dermond,
                (ii) gross malfeasance, (iii) conduct by Employee which
                constitutes a breach of the Employee's fiduciary duty or (iv)
                repeated refusal by the Employee to perform reasonable and
                lawful job assignments which are not materially inconsistent
                with his duties and responsibilities under this Agreement and
                such failure continues for a period of ten (10) days after
                Dermond has given the Employee written notice of such failure
                and requested the Employee to remedy such failure.

        (f)     "Commencement Date" means February12, 2002;

        (g)     "Disability" shall mean, with respect to the Employee, being
                physically or mentally disabled, whether totally or partially,
                so that he is substantially unable to perform his duties under
                this Agreement for a longer period than twelve (12) consecutive
                months, or if he shall be disabled at different times for more
                than twelve (12) months (whether working days or not) in any one
                period of eighteen (18) consecutive months;

        (h)     "Discoveries and Works" includes by way of example but without
                limitation, intellectual property, trade secrets and other
                confidential information, patents and patent applications,
                trademarks and trademark registrations and applications, service
                marks and service mark registrations and applications, trade
                names, copyrights and copyright registrations and applications;

        (i)     "Employment Year" means the period beginning on February12, 2002
                and ending on February11, 2003, and each consecutive twelve-
                month period;

        (j)     "Parties" means Dermond and the Employee and "Party" means one
                or the other as the case may be;

        (k)     "Person" means any individual, corporation, proprietorship,
                firm, partnership, limited partnership, limited liability
                company, trust, association or other entity;

        (l)     "Restriction Period" means the period of time covering the Term
                plus a period equivalent to eighteen (18) months following
                Employee's Termination Date;

        (m)     "Subsidiary" means a corporation controlled by Dermond, or by
                another subsidiary of Dermond;

        (n)     "Term", "Initial Term", and "Additional Term" shall have the
                meaning set forth in Section 4;

        (o)     "Termination Date" means the effective date of the Employee's
                termination of employment with Dermond, regardless of the
                reason;

        (p)     "Territory" means the world.

2.      EMPLOYMENT

Dermond hereby employs the Employee as President of Dermond as well as to:

        (a)     provide technical expertise in furthering the development of the
                Dermond Wind Generator;

        (b)     provide technical expertise in developing off-grid power system
                technology; and

        (c)     provide technical expertise to potential and actual customers,
                vendors and partners of Dermond and its Affiliates and
                Subsidiaries, as well as other duties Dermond may from time to
                time request, without additional compensation. The Employee
                hereby accepts employment from Dermond to perform the duties
                described above upon the terms and conditions set forth in this
                Agreement.

3.      DUTIES AND RESPONSIBILITIES

3.1     During the Term of this Agreement, the Employee shall devote his full
        time and efforts to the performance of his duties and responsibilities
        under this Agreement and to the business and affairs of Dermond, its
        Subsidiaries and Affiliates, in general, and the Employee shall use his
        best efforts to promote the interests thereof and shall faithfully and
        to the best of his ability serve as the President of Dermond.

3.2     It is expressly understood and agreed that the Employee shall not engage
        in any other business or business opportunity, whether or not such
        business activity is pursued for gain, profit or other pecuniary
        advantage, provided however that:

        (a)     the Employee may engage in personal, charitable, professional
                and investment activities to the extent such activities do not
                conflict or interfere with the Employee's duties and obligations
                under this Agreement or Employee's ability to perform his duties
                and responsibilities under this Agreement; and

        (b)     the Employee shall not be prevented from investing his assets in
                such form or manner as will not require any substantial amount
                of time or services on the part of the Employee in the operation
                of the affairs of the enterprises in which such investments are
                made.

3.3     The Employee shall be subject to the direction of, and report only to,
        the Board of Directors.

3.4     The Employee shall also perform duties commensurate with his position
        and such specific duties and services as the Board of Directors shall
        reasonably request consistent with the Employee's position.

3.5     It is contemplated that the Employee will be obliged from time to time
        and for reasonable period of time to travel in the performance of his
        duties and obligations under this Agreement. However, the principal
        place of employment of the Employee which the Employee shall report for
        work will be at the Montreal, QuEbec office of Dermond.

4.      TERM

        Unless sooner terminated as provided for in this Agreement, the terms of
        the Employee's employment shall commence on February12, 2002 and shall
        continue for five (5) year(s) (the "Initial Term"), provided, however,
        that the Initial Term of the Employee's employment under this Agreement
        shall automatically be extended for additional periods of twelve (12)
        months each (an "Additional Term") unless and until either Dermond or
        the Employee shall have given the other notice, not less than three (3)
        months prior to the expiration of the Initial Term or any subsequent
        Additional Term, of the termination by the notifying party of the
        Employee's employment effective as of the next succeeding anniversary
        date of the expiration of the Initial Term or Additional Term (the
        Initial Term and any Additional Term(s) are collectively referred to as
        the "Term" in this Agreement).

5.      COMPENSATION

        During the Term of this Agreement, Dermond shall pay to the Employee an
        annual base salary of sixty-five thousand Canadian dollars ($65,000
        CDN). Such salary shall be paid to the Employee in monthly instalments
        of $5,416.67 CDN (less applicable taxes and other deductions at source),
        on the first business day of each month. However, upon the completion of
        the first sale of a Dermond Wind Generator by MKBY, Dermond or any of
        its Subsidiaries, the Employee's salary will increase to eighty-five
        thousand Canadian dollars ($85,000 CDN) per year, paid in monthly
        instalments, less any applicable taxes or deductions at source. The
        compensation committee of the Board of Directors shall review the annual
        base salary of the Employee each year and as a result of such review
        shall increase the annual base salary, effective as of the commencement
        of each successive Employment Year, to such greater amount as the Board
        of Directors may deem reasonable in the light of the then business and
        financial affairs of Dermond and such other factors as in the then
        circumstances of Dermond may be appropriate.

6.      EXPENSES

        Dermond shall reimburse the Employee for all necessary and reasonable
        expenses incurred by him in the performance of his duties under this
        Agreement. The Employee shall, on being so required, provide Dermond
        with vouchers or other evidence of actual payment of the said expenses
        in a form satisfactory to Dermond.

7.      BENEFITS

7.1     Employee Plans

        During the Term of this Agreement, the Employee shall participate in all
        employee benefit and insurance plans or programs established by Dermond
        in its full discretion and from which he is not excluded from
        participating by reason of the terms and conditions in the respective
        plans or programs.

7.2     Vacation

        The Employee shall be entitled to four (4) weeks paid vacation in each
        Employment Year to be taken at such times as may be appropriate having
        regard to the requirements of Dermond's business. The Employee shall not
        be entitled to carry forward from one year to another untaken vacation
        time unless expressly agreed between Dermond and the Employee.

8.      RETURN OF DOCUMENTS AND PROPERTY

        Upon the termination of Employee's employment with Dermond, or at
        anytime upon the request of Dermond, Employee (or his heirs or personal
        representatives) shall deliver to Dermond (a) all documents and
        materials (including without limitation, computer files) containing
        trade secrets or other confidential information relating to the business
        and affairs of Dermond, and (b) all documents, materials and other
        property (including, without limitation, computer files) belonging to
        Dermond, which in either case are in the possession or under the control
        of Employee (or his heirs or personal representatives).

9.      DISCOVERIES AND WORKS

        All Discoveries and Works made or conceived by Employee during his
        employment by Dermond, jointly or with others, that relate to the
        present or anticipated activities of Dermond, or are used or usable by
        Dermond shall be owned by Dermond. Employee shall (a) promptly notify,
        make full disclosure to, and execute and deliver any documents requested
        by Dermond to evidence or better assure title to Discoveries and Works
        in Dermond, as so requested, (b) renounce any and all claims, including
        but not limited to claims of ownership and royalty, with respect to all
        Discoveries and Works and all other property owned or licensed by
        Dermond, (c) assist Dermond in obtaining or maintaining for itself at
        its own expense Canadian and foreign patents, copyrights, trade secret
        protection or other protection of any and all Discoveries and Works, and
        (d) promptly execute, whether during his employment with Dermond or
        thereafter, all applications or other endorsements necessary or
        appropriate to maintain patents and other rights for Dermond and to
        protect the title of Dermond thereto, including but not limited to
        assignments of such patents and other rights. Any Discoveries and Works
        which, within six (6) months after the Termination Date, are made,
        disclosed, reduced to a tangible or written form or description, or are
        reduced to practice by Employee and which pertain to the business
        carried on or products or services being sold or developed by Dermond at
        the time of such termination shall, as between Employee and Dermond be
        presumed to have been made during Employee's employment by Dermond.

10.     DEATH

        The Employee's employment under this Agreement shall terminate upon his
        death. In the event of the termination of the Employee's employment as a
        result of his death, Dermond shall promptly pay to any one or more
        beneficiaries designated by the Employee pursuant to a notice to Dermond
        or, failing such designation, to the Employee's estate, the annual base
        salary provided for in this Agreement through the conclusion of the
        month in which such termination occurs.

11.     DISABILITY

        The Employee's employment under this Agreement may be terminated as a
        result of Disability at the option of Dermond by notice to the Employee,
        such termination to be effective upon the receipt by the Employee of
        such notice. In the event of the termination of the Employee's
        employment as a result of Disability, Dermond shall pay the Employee two
        (2) times his full annual base salary less any credit for sick pay or
        other benefits received by the Employee deriving from any private
        medical insurance or other similar arrangements entered into by Dermond.

12.     TERMINATION FOR CAUSE BY DERMOND

        The Employee's employment under this Agreement may be terminated by
        Dermond for Cause. In the event that the Employee's employment under
        this Agreement shall validly be terminated by Dermond for Cause pursuant
        to this Section 12, Dermond shall promptly pay accrued but unpaid salary
        and reimburse or pay any other accrued but unpaid amounts due under this
        Agreement as of the date of termination, and thereafter Dermond shall
        have no further obligations under this Agreement.

13.     TERMINATION WITHOUT CAUSE

        Dermond may terminate the Employee's employment at any time or any
        reason other than those specified in Sections 10, 11 and 12 hereof or
        for no reason whatsoever, by paying the Employee, in lieu of applicable
        notice, the amount equivalent to his salary for the remaining months of
        the Term, on a prorated basis, which is to be no less than a minimum of
        three (3) months of salary and no more than a maximum of twenty-four
        (24) months salary, in effect at the time of Employee's termination, to
        be paid within forty-five (45) days after the Termination Date.

14.     CONFLICT OF INTEREST

        During the Term of this Agreement, the Employee shall not, either
        directly or in conjunction with any person, firm, association,
        syndicate, company or corporation as principal, agent, shareholder, or
        in any other manner whatsoever, carry on or be engaged in, or advise,
        lend money to, guarantee the debts or obligations of, or permit his name
        or any part of it to be used or employed by any person, firm,
        association, syndicate, company or corporation engaged in any business
        in competition with the business then carried on by Dermond or a
        Subsidiary, provided that the holding of not more than two per cent (2%)
        of the issued shares of a public company listed on any recognized stock
        exchange in Canada or traded in the Canadian over-the-counter market,
        shall not be deemed a breach of this covenant.

15.     CONFIDENTIALITY

        During the Term of this Agreement and for a period of two (2) years
        thereafter, the Employee shall keep secret and retain in strictest
        confidence, and shall not use for his benefit or for the benefit or
        others, directly or indirectly, any and all confidential information
        relating to Dermond and its Subsidiaries of which the Employee shall
        obtain knowledge by reason of his employment under this Agreement,
        including, without limitation, trade and business secrets or any other
        non-public or proprietary information concerning the business, customer
        lists, financial plans or projections, pricing policies, marketing plans
        or strategies, business acquisition or divestiture plans, new personnel
        acquisition plans, technical processes, inventions and other research
        projects, and except in connection with the performance of his duties
        under this Agreement, he shall not disclose any such information to
        anyone outside Dermond and any of its Subsidiaries, except as required
        by law (provided prior written notice is given by the Employee to
        Dermond) or except with the prior written consent of Dermond, unless
        such information is known generally to the public or the trade through
        sources other than the unauthorized disclosure by the Employee.

16.     NON-COMPETITION AND NON-SOLICITATION

16.1    The Employee acknowledges and understands that (i) he is entering into
        this Agreement and specifically agreeing to the provisions of this
        Section16 contemporaneously with a transaction in which the Employee's
        shares in Dermond, and one of the material assets represented in the
        value of said share purchase, was the goodwill of Dermond, (ii) he has
        access to Dermond's clients, channels for developing clients and
        recruiting executives for employment, and other confidential information
        of Dermond, (iii) he has direct substantial responsibility to maintain
        Dermond's business relationship with clients of Dermond whose affairs he
        handles, (iv) the non-competition and non-solicitation provisions set
        forth in this Section16 constitute a material part of the consideration
        received by Dermond under this Agreement, (v) due to the specific nature
        and limited market for Dermond's activities, the definition of Territory
        as set forth in subsection 1.1p) hereof is reasonable and justified,
        (vi) it would be unfair to Dermond if the Employee were to appropriate
        for himself or for others the benefits of Dermond's many years of
        developing such business relationships, especially when the Employee
        enjoys a relationship with clients of Dermond as a result of his being
        introduced to the client's personnel as the representative of Dermond,
        (vii) it would be unfair to Dermond if the Employee were to appropriate
        for himself or for others the benefits of the business, personnel and
        other confidential information which Dermond has developed in the
        conduct of its business, and (viii) it is therefore fair that reasonable
        restrictions as set forth below should be placed on certain activities
        of the Employee after his employment with Dermond terminates.

16.2    The Employee shall not, without the prior written consent of Dermond, at
        any time during the Restriction Period, either individually or in
        partnership or jointly or in connection with each other or any Person,
        as principal, agent, consultant, lender, contractor, employer, employee,
        investor or shareholder, or in any other manner, directly or indirectly,
        anywhere within the Territory:

        (a)     advise, manage, carry on, establish, acquire control of, work
                for, perform, render, or engage in, any business or service or
                activity that is similar to or competitive with the Business or
                any portion of the Business; or

        (b)     invest in or lend money to, or guarantee the debts or
                obligations of, any business or service or activity, or any
                Person engaged in any business or service or activity, that is
                similar to or competitive with the Business or any portion of
                the Business; or

        (c)     permit the Employee's name or any part thereof to be used or
                employed by any Person that operates, is engaged in or has an
                interest in any business or service or activity that is similar
                to or competitive with the Business or any portion of the
                Business. Without limiting the effect of the foregoing,
                competing with or competitive with the Business, includes
                without limitation, directly or indirectly, engaging in or
                permitting the solicitation or sale of any products or services
                of the type included within the meaning of term Business as of
                the termination of the Employee's employment with Dermond.

16.3    The Employee shall not during the Restriction Period, without the
        written consent of Dermond, directly or indirectly (as owner, principal,
        agent, partner, officer, employee, independent contractor, consultant,
        stockholder, or otherwise), (i) solicit any Client (as this term is
        defined below) for a purpose or objective of providing to such Client,
        or obtaining an engagement from such Client to provide, any services,
        businesses or activities included within the term or (ii) solicit for
        employment or otherwise induce any employee employed by Dermond or any
        of its Affiliates at the date of termination of the Employee's
        employment with Dermond to leave such employ or offer to employ or
        employ such employee.  The term "Client" shall mean one or more of the
        following:

        (a)     any current or former client or customer of Dermond or its
                Affiliates;

        (b)     any current client or current customer of Dermond or its
                Affiliates if at any time since the Commencement Date the
                Employee had contact with such client or customer, or personally
                solicited such client or customer, or rendered services to such
                client or customer, or otherwise developed any relationship with
                such client or customer, or

        (c)     any former client or former customer of Dermond or its
                Affiliates who was, during the thirty-six (36) months preceding
                the Termination Date, a client or customer of Dermond or its
                Affiliates, if at any time since the Commencement Date the
                Employee had contact with such client or customer, or solicited
                such client or customer, or rendered services to such client or
                customer, or otherwise developed any relationship with such
                client or customer.

16.4    Upon the termination of the Employee's employment for whatever reason,
        the Employee shall deliver to Dermond all documents, papers, records,
        accounts of all and any description relating to the affairs of Dermond
        within his possession or under his control, it being the intention of
        the Employee and Dermond that all such notes or memoranda made by the
        Employee during the course of his employment under this Agreement shall
        be the property of Dermond and shall be left at its registered office or
        principal place of business upon the termination of the Employee's
        employment.

17.     WITHHOLDING

        Dermond shall be entitled to withhold from any and all amounts payable
        to the Employee under this Agreement such amounts as from time to time
        be required to be withheld pursuant to applicable tax laws and
        regulations.

18.     GENERAL PROVISIONS

18.1    Further Assurances

        Each of the parties upon the request of any other party, whether before
        or after the date hereof, shall do, execute, acknowledge and deliver or
        cause to be done, executed, acknowledged or delivered all such further
        acts, deeds, documents, assignments, transfers, conveyances, powers of
        attorney and assurances as may be reasonably necessary or desirable to
        effect complete consummation of the transactions contemplated by this
        Agreement.

18.2    Successors in Interest

        This Agreement and the provisions hereof shall enure to the benefit of
        and be binding upon the Parties and their respective successors and
        assigns.

18.3    Notices

        Any notice, direction or other instrument required or permitted to be
        given hereunder shall be in writing and given by delivery or sent by (i)
        registered or certified mail, (ii) reputable overnight courier, (iii)
        personal delivery, (iv) telecopier or similar telecommunication device
        and addressed:

        (a)     in the case of Dermond at:

                Experts Conseils Dermond Inc.
                c/o McKenzie Bay International, Ltd.
                3362 Moraine Drive
                Brighton, Michigan
                U.S.A.  48114

                Attention: Mr. Gary L. Westerholm

                Telecopier: (810) 220-4823

        (b)     in the case of the Employee at:

                Jacquelin Dery
                663 McEachran Street,
                Outremont, Quebec
                H2V 3C6

                Telecopier: (514) 274-4858

                Any notice, direction or other instrument given as aforesaid
                shall be deemed to have been effectively given and received, if
                sent by mail on the fourth (4th) business day following such
                mailing, if sent by telecopier or similar telecommunications
                device on the next business day following such transmission or,
                if delivered, to have been given and received on the date of
                such delivery. Any party may change its address for service by
                written notice given as aforesaid.

18.4    Amendments

        This agreement may not be amended except by written instrument duly
        executed by or on behalf of all parties hereto.

18.5    Language

        The Parties hereby acknowledge that they have requested that this
        Agreement and all related documents be drawn up in the English language.
        Les parties aux presentes reconnaissent qu'elles ont exige que la
        presente convention et tous les documents qui s'y rattachent soient
        rediges en anglais.

18.6    Governing Laws

        This Agreement shall be governed by and construed in accordance with the
        Laws of the Province of Quebec and the Laws of Canada applicable
        therein. The Parties agree to submit to the jurisdiction of the Courts
        of Quebec, District of Montreal.

18.7    Gender

        Any reference in this Agreement to any gender shall include all genders
        and words used herein importing the singular number only shall include
        the plural and vice versa.

18.8    Headings

        The division of this Agreement into articles, sections, subsections and
        other subdivisions and the insertion of headings are for convenience of
        reference only and shall not affect or be utilized in the construction
        or interpretation hereof.

18.9    Severability

        Any article, section, subsection or other subdivision of this Agreement
        or any other provision of this Agreement which is, or becomes, illegal,
        invalid or unenforceable shall be severed herefrom and shall be
        ineffective to the extent of such illegality, invalidity or
        unenforceability and shall not affect or impair the remaining provisions
        hereof, which provisions shall be severed from any illegal, invalid or
        unenforceable article, section, subsection or other subdivision of this
        Agreement or any other provision of this Agreement.

18.10   Waiver

        No waiver of any of the provisions of this Agreement shall be deemed to
        constitute a waiver of any other provision (whether or not similar) nor
        shall such waiver constitute a continuing waiver unless otherwise
        expressly provided in a written document duly executed by the party to
        be bound thereby.

IN WITNESS WHEREOF, this Agreement has been executed as of the day and year
first above written.

                EXPERTS CONSEILS DERMOND INC.

        per: /s/ Gary L. Westerholm, Director

       Witness     /s/    JACQUELIN DERY