Exhibit 10.1 - Merger Agreement

        This Agreement made as of the 12th day of February, 2002, with
        effective date as of December 1st, 2001, between McKENZIE BAY
        INTERNATIONAL, LTD., incorporated in the State of Delaware,
        United States of America and with administrative offices at
        3362 Moraine Drive, Brighton, MI USA 48114 (hereinafter "MKBY"),
        and JACQUELIN DERY, whose address is 663 McEachran Ave., Outremont,
        Quebec H2V 3C6 CANADA (hereinafter "Dery"), and LAURENT MONDOU,
        whose address is 451 Le Royer Street, St. Lambert, Quebec, J4R 1M7
        CANADA (hereinafter "Mondou"), and EXPERTS CONSEILS DERMOND INC.,
        incorporated under the laws of Canada, whose address is 663 McEachran
        Ave., Outremont, Quebec H2V 3C6 CANADA (hereinafter "Dermond").

W I T N E S S E T H :

        WHEREAS, Dery and Mondou are collectively the owners of all of
        the issued and outstanding shares of Dermond which corporation
        is the owner of the technology known as the Dermond Wind Generator,
        and

        WHEREAS, MKBY is desirous of purchasing all of the issued and
        outstanding shares of the common stock of Dermond, and

        WHEREAS, Dery and Mondou have agreed to sell all of the issued and
        outstanding shares of the common stock of Dermond, that is 125,200
        class "A" shares (the "Shares") to MKBY on the terms and conditions
        set out in this agreement.

        NOW, THEREFORE, this agreement witnesses that in consideration of the
        mutual covenants and agreements contained herein, Dery and Mondou, as
        Sellers, and MKBY, as Purchaser, covenant and agree with each other as
        follows:

1.      Purchase and Sale.

        A.      Subject to the due fulfillment of the conditions set out in
                paragraph 3 below, Dery and Mondou shall sell and MKBY shall
                purchase all of the Shares.

        B.      The closing date shall be a date mutually agreed upon between
                the parties but in any event, no later than 60 days from and
                after the date of execution of this agreement.

2.      Consideration.  The consideration for the sale of the Shares
        shall be:

        A.      The issuance to Dery of 50,000 shares of the common stock of
                MKBY.

        B.      The payment to Dery of Twenty Five Thousand Dollars ($25,000.00)
                CDN.

        C.      The issuance to Mondou of 50,000 shares of the common stock of
                MKBY.

        D.      The payment to Mondou of Twenty Five Thousand Dollars
                ($25,000.00) CDN.

        E.      At closing, MKBY shall agree to pay, be liable for, perform,
                observe, discharge and fully satisfy when due (i) all of the
                liabilities and obligations of Dermond existing on the date of
                closing, provided, however, that the liability of MKBY pursuant
                to such assumption of liabilities shall not exceed Six Thousand
                Canadian Dollars ($6,000.00CDN), as well as to assume and pay
                (ii) Dermond's debt owed to CAI, Affaires Corporatives
                International, in the amount of $8,600.00 CDN (which includes
                all applicable taxes) (the "CAI Debt").

3.      Conditions.

The completion of this agreement shall be conditional upon the parties executing
the following agreements on the closing date contemporaneous with the completion
of this agreement:

        A.      A 5-year employment agreement between Dermond, as Employer, and
                Dery, as Employee, in the form which is attached hereto as
                Exhibit A to this agreement.

        B.      A 5-year employment agreement between Dermond, as Employer, and
                Mondou, as Employee, in the form which is attached hereto as
                Exhibit B to this agreement.

        C.      A royalty agreement between MKBY and Dery in the form which is
                attached hereto as Exhibit C to this agreement.

        D.      A royalty agreement between MKBY and Mondou in the form which is
                attached hereto as Exhibit D to this agreement.

        E.      Dery and Mondou will, on the date of closing contemporaneous
                with the completion of this agreement, execute a non-competition
                and non-disclosure agreement in the form which is attached
                hereto as Exhibit E of this agreement.


4.      Completion.

Completion shall take place on the closing date. The sale shall be completed at
the offices of Lavery, de Billy, attorneys for MKBY, located at 1, Place Ville-
Marie, Montreal, Quebec, H3B 4M4.

        A.      On the closing date, the parties shall mutually execute and
                deliver to one another the agreements set forth in paragraph 3 A
                thru E above.

        B.      On the closing date, Dery and Mondou shall deliver to MKBY's
                representatives duly executed forms of stock transfer together
                with accompanying certificates in respect of the Dermond shares,
                and the resignations of all directors of Dermond.

        C.      On the closing date, MKBY shall deliver to Dery and Mondou  the
                cash payments and the agreement to assume the outstanding
                obligations of Dermond referred to in section 2 above.

        D.      The MKBY shares shall be delivered to Dery and Mondou in
                accordance with section 2 above within three (3) business days
                following the granting of a prospectus exemption by the Quebec
                Securities Commission.


5.      Representations, Warranties and Covenants of Dery, Mondou and Dermond.
        In consideration of this agreement, Dery, Mondou and Dermond represent
        and warrant to MKBY as follows:

        A.      Dermond is a corporation duly incorporated, duly organized and
                validly subsisting under the laws of Canada and is authorized,
                qualified and licensed to own its properties and to carry on its
                businesses as presently owned and carried on by it.

        B.      The Shares owned by Dery and Mondou and which are to be
                transferred to MKBY, are validly issued and outstanding as fully
                paid and non-assessable shares and are the only issued and
                outstanding shares of Dermond.  Dery and Mondou are the sole
                beneficial and registered owners of the Shares with good and
                valid title to said shares.  There is no contract, agreement,
                option or other right of any person or entity binding upon or
                which at any time in the future may become binding upon Dermond
                to sell, transfer, assign, pledge, charge, mortgage or in any
                other way dispose of or encumber any of the Shares. No person or
                entity has any contract, agreement, option or any right or
                privilege capable of becoming a contract including convertible
                securities, warrants or convertible obligations of any nature
                for any purchase, subscription, allotment or issuance of any of
                the unissued shares in the share capital of Dermond.

        C.      The Board of Directors of Dermond has duly authorized and
                approved the transactions contemplated by this agreement and any
                and all agreements, documents or instruments to be executed
                and/or delivered in connection herewith and the performance of
                its obligations hereunder and thereunder.  No other corporate
                action by Dermond or otherwise is required in connection with
                the foregoing.

        D.      Dermond has no subsidiaries or interest in the shares of any
                other company wheresoever incorporated.

        E.      Dery and Mondou are the sole inventors of the Vertical Axis
                Windmill and Self-Erecting Structure Therefor and wind generator
                technology related to said wind generator and off-grid power
                system technology (the "Invention") and all intellectual
                property rights thereto related (collectively the "Intellectual
                Property") and they have developed the Invention exclusively for
                the benefit of Dermond.

        F.      Dery and Mondou have duly assigned the rights in the
                Intellectual Property to Dermond and Dermond is the exclusive
                and complete owner of the Intellectual Property. To the best of
                their knowledge, no third party has any right or title to the
                Intellectual Property.

        G.      Dery, Mondou and Dermond have duly applied for a patent
                application in Canada on or about January 24, 2002 in order to
                adequately protect the Invention and Dery, Mondou and Dermond
                have not acted in any manner as to invalidate the patent
                application or render the patent unenforceable, such as, but not
                limited to, public disclosuer of the Invention beyond the legal
                delays.

        H.      All persons to whom the Invention has been disclosed have signed
                a non-disclosure agreement.

        I.      The Intellectual Property is free and clear of any hypothec,
                lien or encumbrance of any nature.

        J.      As of the date hereof, Dermond, Dery and Mondou have taken all
                reasonable and proper steps to safeguard the trade secrets and
                confidential information of Dermond's Intellectual Property.

        K.      All liabilities, including contingent liabilities of Dermond as
                of the closing date, shall be disclosed to MKBY and listed on
                Schedule A to this agreement.  At the closing date, Dermond
                shall have no liabilities other than the liabilities disclosed
                on Schedule A to this agreement and further, such liabilities
                shall not exceed the sum of Six Thousand Canadian Dollars
                ($6,000.00CDN) as of the date of closing, with the exception of
                the CAI Debt.

        L.      Without limiting the generality of the foregoing, Dermond is not
                engaged in any litigation nor aware of any contract, claim,
                notice matter or thing on the part of any third party which
                might reasonably be expected to lead to the threat of litigation
                whether successful or not.

        M.      Dery and Mondou jointly and severally hereby covenant and agree
                with MKBY to hold harmless and indemnify both MKBY and Dermond
                in respect of any breach of or non-fulfillment of any
                representation, warranty, covenant or agreement on the part of
                Dery and Mondou under this agreement.

        N.      Dery and Mondou hereby covenant and agree with MKBY to use
                reasonable efforts to obtain and, on and after completion of the
                transaction contemplated hereby, deliver to MKBY all financial,
                intellectual property, know-how, knowledge, business and related
                documents and materials held by Dery and Mondou or Dermond.

        O.      Dery, Mondou and Dermond hereby covenant and agree to continue
                to take all reasonable and proper steps to safeguard the trade
                secrets and confidential information of Dermond as outlined
                above up to and following the completion of the transactions
                contemplated hereby.

        P.      Dermond is entitled to the exclusive and uninterrupted use of
                the Intellectual Property without payment of any royalty or
                fees.  No person has any right, title or interest in any of the
                Intellectual Property other than Dermond.  No person has
                challenged the validity of Dermond's rights to any of the
                Intellectual Property. To the best of their knowledge, neither
                the Intellectual Property nor the conduct of Dermond's business
                infringes upon the industrial or intellectual property rights of
                any other person, nor has any other person infringed upon
                Dermond's rights to the Intellectual Property.

6.      Representations, Warranties and Covenants of MKBY. In consideration of
        this agreement, MKBY represents and warrants to Dery and Mondou as
        follows:

        A.      MKBY is a corporation duly incorporated and is in good standing
                under the laws of the State of Delaware and is authorized,
                qualified and licensed to own its properties and to carry on its
                businesses as presently owned and carried on by it.

        B.      The Board of Directors of MKBY has duly authorized and approved
                the transaction contemplated by this agreement and any and all
                agreements, documents or instruments to be executed and/or
                delivered in connection herewith and the performance of its
                obligations hereunder and thereunder. No other corporate action
                by MKBY or otherwise is required in connection with the
                foregoing.

        C.      When issued to Dery and Mondou pursuant to paragraph 2 above,
                the MKBY shares shall be fully paid and non-assessable shares in
                the capital of MKBY and will be owned by Dery and Mondou
                respectively as beneficial and registered owner with good and
                valid title thereto, free and clear of any and all liens or
                encumbrances.

7.      Acknowledgement and Representation Regarding the MKBY Shares.
        Dery and Mondou each individually acknowledge that the MKBY shares have
        not been registered under the Securities Act of 1933 ("SA-1933") and are
        being issued under an exemption under the SA-1933. In accordance
        therewith, Dery and Mondou each individually represent to MKBY that:

        A.      Dery and Mondou each individually are acquiring the MKBY shares
                for investment for their own account only and not with a view
                for reselling same. Neither Dery nor Mondou intend to divide
                their participation with others or to resell or otherwise
                dispose of all or any part of the MKBY shares unless and until
                each determine at some future date on the basis of information
                not currently at their disposal or conditions not currently
                existing, that such resale or disposition is advisable.

        B.      In no event will either Dery or Mondou sell the MKBY shares
                prior to the registration of the MKBY shares under the SA-1933
                unless such sale is made pursuant to a valid exemption under the
                SA-1933 including without limitation the exemption established
                in Rule 144 adopted by the Securities and Exchange Commission.

8.      Mutual Undertakings.

        A.      The parties hereto agree that the terms of this agreement and
                all matters arising under it shall be confidential to the
                parties and their advisors and no disclosure of the terms or
                contents of this agreement shall be made to any third party
                except as required for the implementation or authorization of
                this agreement and its completion.

        B.      The parties shall execute and procure the execution of all such
                further documents or other things as shall be required to secure
                the full performance and implementation of the terms of this
                agreement and shall undertake all such further acts as shall be
                necessary to bring into effect the terms of this agreement,
                including but not limited to any filings required under any
                Securities Acts of any of the Canadian jurisdictions in relation
                to the issuance of MKBY shares to each of Dery and Mondou in
                accordance with section 2 of this agreement.

        C.      The representations and warranties of the parties set out in
                this agreement or any other agreement, certificate or instrument
                delivered pursuant to this agreement shall survive the
                completion of the transactions contemplated herein.

9.      General.

        A.      Any notice to be delivered hereunder shall be in writing signed
                by a party or a duly authorized representative of a party
                serving such notice and shall be delivered to the other party or
                parties by hand or facsimile or by registered post to the
                address shown above or such other address as shall be specified
                for service. In the case of service by post, such notice shall
                be deemed to be received seven days after dispatch.

        B.      This agreement and all matters arising under it shall be subject
                to the laws and application of said laws of the Province of
                Quebec and laws of Canada applicable therein, and the parties
                hereby submit to the exclusive venue in the Province of Quebec
                to resolve any disputes arising hereunder. The parties agree
                that if a dispute arises, they will submit same to arbitration
                pursuant to the applicable provisions of the Code of Civil
                Procedure of Quebec  and said decision will be binding upon
                both.

        C.      This agreement constitutes the entire agreement between the
                parties pertaining to the subject matter of this agreement and
                supersedes all prior agreements, understandings, negotiations
                and discussions whether oral or written. There are no
                conditions, warranties, representations or other agreements
                between the parties in connection with the subject matter of
                this agreement (whether oral or written, express or implied,
                statutory or otherwise) except as specifically set out in this
                agreement.

        D.      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.

        IN WITNESS WHEREOF, this agreement has been executed by the parties
        as of the 12th day of February 2002, with effective date as of
        December 1, 2001.

                                    McKENZIE BAY INTERNATIONAL, LTD.

                        per:    /s/ Gary L. Westerholm
                                    President


                                    EXPERTS CONSEILS DERMOND, INC.

                                    LAURENT MONDOU

                        per:    /s/ Laurent Mondou
                                    Vice-President


                                    JACQUELIN DERY

                        per:    /s/ Jacquelin Dery
                                    President



SCHEDULE A

Disclosure of Dermond's liabilities pursuant to section 5(K)


EXHIBIT A

Employment Agreement with Dery


EXHIBIT B

Employment Agreement with Mondou


EXHIBIT C

Royalty Agreement with Dery


EXHIBIT D

Royalty Agreement with Mondou


EXHIBIT E

Non-Competition and Non-Disclosure Agreement

================================================================================
SCHEDULE A - Disclosure of Dermond's liabilities pursuant to section 5(K)

<table>
<caption>

                                            <c>
Dermond as of February 12, 2002

Bank Account:                                  $   132.04

Accounts Receivable:
  TPS,TVQ Return                               $   598.22
  MKBY Invoice#01-12-1                         $15,141.82
  MKBY Invoice#01-02-2                         $36,329.91
                                              ------------
TOTAL Bank account and Receivables             $52,201.99

Accounts Payable
  Third Party:
    Dermond contibution to business plan       $ 8,626.87 (CAI Invoice #2860)
    Patent Filing                              $ 5,606.15 (Goudreau Gage Dubuc #111785)
    Bell Canada                                $   148.85 (invoice 02/04/02)
                                               --------------
  TOTAL Third Party                            $14,381.87

  Shareholders:
     Mr. Jaquelin Dery                         $20,307.09
     Mr. Laurent Mondou                        $19,021.51
                                               --------------
    TOTAL Sharholders Payable                  $39,710.47
                                               ==============
TOTAL Accounts Payable                         $53,710.47

NET:                                           ($1,508.48)

</table>

<table>
<caption>

                             <c>             <c>              <c>
DETAILS DUE TO SHAREHOLDERS:
                                Mr. J. Dery     Mr. L. Mondou    Total

Invoice to MKBY #01-12-1        $ 7,075.00      $  5,925.00      $13,000.00
  Advance, Nov 13               $   550.00      $    550.00      $ 1,100.00
  Advance, Dec 20               $   325.00      $    325.00      $   650.00
Invoice to MKBY #01-2-2
  Services Dec.1-31             $ 5,416.67      $  5,416.67      $10,833.34
  Services Jan.1-31             $ 5,416.67      $  5,416.67      $10,833.34
  Services Feb.1-11             $ 1,354.17      $  1,354.17      $ 2,708.34
  Expenses, trip to Alaska      $   106.73      $     -          $   106.73
Meetings with Lavery, DeBilly   $    62.85      $     34.00      $    96.85
                               --------------   --------------  ------------
Total, Shareholders Payable     $20,307.09      $ 19,021.51      $39,328.60

</table>


================================================================================
EXHIBIT A - 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 February 12,
                2002 and ending on February 11, 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



================================================================================
EXHIBIT B

EMPLYOMENT AGREEMENT - MONDOU

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

BETWEEN: LAURENT MONDOU, domiciled and residing at 451, Le Royer Street, St.
Lambert, Quebec, J4R 1M7;

                  (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:

INTERPRETATION

Definitions

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

"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;

"Agreement" means this employment agreement;

"Board of Directors" means the board of directors of Dermond;

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

"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.

"Commencement Date" means February 12, 2002;

"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;

"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;

"Employment Year" means the period beginning on February 12, 2002 and ending on
February 11, 2003, and each consecutive twelve-month period;

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

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

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

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

"Term", "Initial Term", and "Additional Term" shall have the meaning set forth
in Section - RENV -Ref4972923

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

"Territory" means the world.

EMPLOYMENT

Dermond hereby employs the Employee as Vice-president of Dermond as well as to:

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

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

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.

DUTIES AND RESPONSIBILITIES

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 Vice-president of Dermond.

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:

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

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.

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

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.

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.

TERM

Unless sooner terminated as provided for in this Agreement, the terms of the
Employee's employment shall commence on February 12, 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).

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.

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.

BENEFITS

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.

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.

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).

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 Discoverie s 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.

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.

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.

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 - RENV-
Ref497222905-12, Dermond shall promptly pay accrued but unpaid salary and
reimburse or pay any other accrued but unpaid amounts due under this Agreemen t
as of the date of termination, and thereafter Dermond shall have no further
obligations under this Agreement.


TERMINATION WITHOUT CAUSE

Dermond may terminate the Employee's employment at any time or any reason other
than those specified in Sections RENV -Ref756526-10, RENV-Ref756527-11 and RENV-
Ref497222905-12 hereof or for no reason whatsoever, by paying the Employee, in
lieu of applicable notice, the amount equivalent to his salary for the remaining
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.

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.

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.

NON-COMPETITION AND NON-SOLICITATION

The Employee acknowledges and understands that (i) he is entering into this
Agreement and specifically agreeing to the provisions of this Section RENV-
Ref531161599 - 16 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 Section RENV - Ref531161599-16
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 RENV-
Ref1209391-1., RENV-Ref1209397-p 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.

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:

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

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

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.

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:

any current or former client or customer of Dermond or its Affiliates;

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

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.

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.


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.

GENERAL PROVISIONS

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.

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.

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:

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

in the case of the Employee at:

Laurent Mondou
451 Le Royer Street
St. Laurent, Quebec
J4R 1M7

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.

Amendments

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

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.

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.

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.

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.

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.

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/ Laurent Mondou


================================================================================
EXHIBIT C

ROYALTY AGREEMENT WITH DERY

        This Agreement made as of the 12th day of February, 2002 between
McKENZIE BAY INTERNATIONAL, LTD., a Delaware corporation, with administrative
offices at 3362 Moraine Drive, Brighton, Michigan USA 48114 (hereafter "MKBY"),
and JACQUELIN DERY, whose address is 663 McEachran Ave., Outremont, Quebec H2V
3C6 CANADA (hereinafter "Dery").

W I T N E S S E T H :

        WHEREAS, Dery is an employee of Experts Conseils Dermond Inc.
("Dermond") and as such employee has contributed substantially to the technology
which has developed the Dermond Wind Generator System, and

        WHEREAS, Dermond has now become a wholly-owned subsidiary of MKBY, and

        WHEREAS, the parties have agreed that Dery will receive a royalty upon
the sale or lease of a Dermond Wind Generator System,

        NOW, THEREFORE, it is agreed by and between the parties as follows:

1.      MKBY shall pay to Dery a royalty of 1.25% of all net receipts received
        by MKBY or any wholly-owned subsidiary of MKBY from all sales of the
        Dermond Wind Generator utilizing the technology developed by Dermond.
        "Net receipts" as used in this agreement means the gross receipts less
        any discounts and allowances to customers, excise and sales taxes and
        the cost of transportation.

2.      In the event that the Dermond Wind Generator is leased to the ultimate
        customer rather than sold, then and in that event, Dery shall receive a
        royalty equal to 1.25% of the net lease payment received by MKBY or a
        subsidiary of MKBY, as the case may be. "Net lease payment" for the
        purpose of this agreement shall mean the gross lease payment less any
        sales or excise tax. In the event of the resale or re-lease of the same
        wind generator, Dery shall receive the royalty outlined in paragraph 1
        above upon such resale or the commission outlined in this paragraph upon
        the re-lease of said unit.

3.      In the event a Dermond Wind Generator System is leased to an ultimate
        customer rather than sold through an outright sale, Dery may elect to
        receive the royalty in a lump sum upon execution of the lease agreement
        and payment of the first lease payment rather than receiving the royalty
        over the life of the lease agreement. Such election may be made by Dery
        by written notification to MKBY or the subsidiary which has made the
        sale of the Dermond Wind Generator. Such election must be made by Dery
        within 30 days of the execution of the lease agreement. Said lump sum
        royalty shall be an amount equal to 1.25% of the present value of the
        lease agreement computed using the prime rate reported by the Wall
        Street Journal as of the date of execution of the lease agreement. The
        lump sum royalty payment shall not be payable in the event of the resale
        or re-lease of the same wind generator after repossession by MKBY upon
        default of the ultimate customer.

4.      All payments to Dery shall be in Canadian dollars converted if
        applicable as of the date payment is received by MKBY or its subsidiary.

5.      Said royalties shall be paid to Dery on all Dermond Wind Generators sold
        or leased during the 10-year period commencing with the first sales or
        lease transaction of a Dermond Wind Generator. MKBY or its subsidiary,
        as the case may be, shall give notice to Dery within 10 days of the
        completion of any sale or execution of a lease agreement for any system
        which includes a Dermond Wind Generator. In addition, MKBY shall keep
        and shall cause its subsidiaries to keep full and correct records in
        respect of all Dermond Wind Generators which it shall sell or lease and
        shall prepare quarterly statements from these records and shall provide
        the same to Dery reporting how many complete Dermond Wind Generators
        were sold or put into use as a part of a lease arrangement during the
        preceding calendar quarter and setting forth the calculation of the
        royalty payments payable to Dery. These reports shall be submitted to
        Dery along with a check in payment of all royalty payments shown as
        being payable to Dery in said report within 30 days of the termination
        of each calendar quarter.

6.      In order to provide an economical and speedy resolution to any possible
        dispute between the parties, the parties agree to submit any such
        dispute to binding arbitration by the American Arbitration Association
        of Southeast Michigan, United States of America, pursuant to the
        Commercial Arbitration Rules of the American Arbitration Association
        modified as follows:

        A.      There shall be one arbitrator selected in accordance with the
                AAA rules.

        B.      All costs and expenses of arbitration shall be borne by the
                losing party.

        C.      The arbitrator shall permit discovery in the form of written
                interrogatories and depositions which discovery shall be
                completed within 60 days from submission of the answer to the
                arbitration claim.

        D.      The decision of the arbitrator shall be in writing and set forth
                written findings of fact and conclusions of law upon which the
                decision is based.

        E.      The decision of the arbitrator shall be final and binding with
                respect to matters of fact and shall be appealable only with
                respect to conclusions of law.

        F.      Judgment on the arbitration award may be entered in any court of
                competent jurisdiction as provided by law.

7.      This agreement shall be construed in accordance with and governed by the
        laws of the State of Michigan USA.

8.      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.

                                                McKENZIE BAY INTERNATIONAL, LTD.

                                                per:/s/ Gary L. Westerholm,
                                                     President


                                                  /s/JACQUELIN DERY

================================================================================
EXHIBIT D

ROYALTY AGREEMENT WITH MONDOU


        This Agreement made as of the 12th day of February, 2002 between
McKENZIE BAY INTERNATIONAL, LTD., a Delaware corporation, with administrative
offices at 3362 Moraine Drive, Brighton, Michigan USA 48114 (hereafter "MKBY"),
and LAURENT MONDOU, whose address is 451 Le Royer Street, St. Lambert, Quebec,
J4R 1M7 CANADA J4R 1M7 (hereinafter "Mondou").

W I T N E S S E T H :

        WHEREAS, Mondou is an employee of Experts Conseils Dermond Inc.
("Dermond") and as such employee has contributed substantially to the technology
which has developed the Dermond Wind Generator System, and

        WHEREAS, Dermond has now become a wholly-owned subsidiary of MKBY, and

        WHEREAS, the parties have agreed that Mondou will receive a royalty upon
the sale or lease of a Dermond Wind Generator System,

        NOW, THEREFORE, it is agreed by and between the parties as follows:

1.      MKBY shall pay to Mondou a royalty of 1.25% of all net receipts received
        by MKBY or any wholly-owned subsidiary of MKBY from all sales of the
        Dermond Wind Generator utilizing the technology developed by Dermond.
        "Net receipts" as used in this agreement means the gross receipts less
        any discounts and allowances to customers, excise and sales taxes and
        the cost of transportation.

2.      In the event that the Dermond Wind Generator is leased to the ultimate
        customer rather than sold, then and in that event, Mondou shall receive
        a royalty equal to 1.25% of the net lease payment received by MKBY or a
        subsidiary of MKBY, as the case may be. "Net lease payment" for the
        purpose of this agreement shall mean the gross lease payment less any
        sales or excise tax. In the event of the resale or re-lease of the same
        wind generator, Mondou shall receive the royalty outlined in paragraph 1
        above upon such resale or the commission outlined in this paragraph upon
        the re-lease of said unit.

3.      In the event a Dermond Wind Generator System is leased to an ultimate
        customer rather than sold through an outright sale, Mondou may elect to
        receive the royalty in a lump sum upon execution of the lease agreement
        and payment of the first lease payment rather than receiving the royalty
        over the life of the lease agreement. Such election may be made by
        Mondou by written notification to MKBY or the subsidiary which has made
        the sale of the Dermond Wind Generator. Such election must be made by
        Mondou within 30 days of the execution of the lease agreement. Said lump
        sum royalty shall be an amount equal to 1.25% of the present value of
        the lease agreement computed using the prime rate reported by the Wall
        Street Journal as of the date of execution of the lease agreement. The
        lump sum royalty payment shall not be payable in the event of the resale
        or re-lease of the same wind generator after repossession by MKBY upon
        default of the ultimate customer.

4.      All payments to Mondou shall be in Canadian dollars converted if
        applicable as of the date payment is received by MKBY or its subsidiary.

5.      Said royalties shall be paid to Mondou on all Dermond Wind Generators
        sold or leased during the 10-year period commencing with the first sales
        or lease transaction of a Dermond Wind Generator. MKBY or its
        subsidiary, as the case may be, shall give notice to Mondou within 10
        days of the completion of any sale or execution of a lease agreement for
        any system which includes a Dermond Wind Generator. In addition, MKBY
        shall keep and shall cause its subsidiaries to keep full and correct
        records in respect of all Dermond Wind Generators which it shall sell or
        lease and shall prepare quarterly statements from these records and
        shall provide the same to Mondou reporting how many complete Dermond
        Wind Generators were sold or put into use as a part of a lease
        arrangement during the preceding calendar quarter and setting forth the
        calculation of the royalty payments payable to Mondou. These reports
        shall be submitted to Mondou along with a check in payment of all
        royalty payments shown as being payable to Mondou in said report within
        30 days of the termination of each calendar quarter.

6.      In order to provide an economical and speedy resolution to any possible
        dispute between the parties, the parties agree to submit any such
        dispute to binding arbitration by the American Arbitration Association
        of Southeast Michigan, United States of America, pursuant to the
        Commercial Arbitration Rules of the American Arbitration Association
        modified as follows:

        A.      There shall be one arbitrator selected in accordance with the
                AAA rules.

        B.      All costs and expenses of arbitration shall be borne by the
                losing party.

        C.      The arbitrator shall permit discovery in the form of written
                interrogatories and depositions which discovery shall be
                completed within 60 days from submission of the answer to the
                arbitration claim.

        D.      The decision of the arbitrator shall be in writing and set forth
                written findings of fact and conclusions of law upon which the
                decision is based.

        E.      The decision of the arbitrator shall be final and binding with
                respect to matters of fact and shall be appealable only with
                respect to conclusions of law.

        F.      Judgment on the arbitration award may be entered in any court of
                competent jurisdiction as provided by law.

7.      This agreement shall be construed in accordance with and governed by the
        laws of the State of Michigan USA.

8.      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.

                                         McKENZIE BAY INTERNATIONAL, LTD.

                                per: /s/ Gary L. Westerholm
                                         President

                                per: /s/ Laurent Mondou



================================================================================
EXHIBIT E

NON-COMPETITION AND CONFIDENTIALITY AGREEMENT

        This Non-Competition and Confidentiality Agreement (this "Agreement")
        made and entered into as of February 12, 2002 is made and entered into
        by and among JACQUELIN DERY and LAURENT MONDOU (collectively the
        "Stockholders"), EXPERTS CONSEILS DERMOND INC. ("Dermond") and McKENZIE
        BAY INTERNATIONAL, LTD., a Delaware corporation ("MKBY") on behalf of
        itself and its Affiliated and subsidiary companies.

W I T N E S S E T H :

        WHEREAS, MKBY, has acquired from the Stockholders all of

        the issued and outstanding stock of Dermond, and

        WHEREAS, after the completion of the closing regarding the purchase of
        said stock and other transactions contemplated between the parties (the
        "Closing"), one of the primary business activities of MKBY and its
        Affiliated and subsidiary companies will include the business previously
        conducted by Dermond, and

        WHEREAS, it is a condition to the obligation of MKBY to complete the
        acquisition of said shares pursuant to a share purchase agreement
        executed on the date hereof among the Stockholders, Dermond and MKBY
        (the "Share Purchase Agreement"),

        NOW, THEREFORE, in consideration of the premises and other good and
        valuable consideration, the receipt and sufficiency of which are hereby
        acknowledged, the parties agree as follows:

1.      Definitions.  The following terms shall have
        the meanings set forth 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.      "Business" shall mean the fabrication, sale or lease of the
                Dermond Wind Generator and related technology or any related
                business.

        C.      "Competitive Business" shall mean any business or activity which
                is competitive with the Business including without limitation,
                any business or activity which provides products or services
                similar to the Business or which provides products or services
                as a replacement for or in lieu or as an alternative to products
                or services provided by the Business.

        D.      "Person" means any individual, corporation, proprietorship,
                firm, partnership, limited partnership, limited liability
                company, trust, association or other entity.

        E.      "Territory" means the world.

2.      Restrictive Covenant. For a period of three years after the date of this
        Agreement, neither of the Stockholders shall directly or indirectly
        except on behalf of either Dermond or MKBY and its Affiliates or
        subsidiaries, without the prior written consent of MKBY, within the
        Territory (a) accept employment with or render services to any Person
        engaged in the Business or a Competitive Business; (b) own, manage,
        operate, finance, control or participate in any capacity in the
        ownership, management, operation , financing or control of or be
        connected as a principal, agent, representative, consultant, advisor,
        investor, owner, partner, financier, manager or joint venture with or
        permit his or its name to be used by or in connection with any Person
        engaged in the Business or any Competitive Business; (c) contact, deal
        with or in any way solicit any Person that at any time during the
        previous five years was a customer of either Dermond or MKBY or its
        subsidiaries in an effort to cause or induce such Person to purchase or
        otherwise obtain the benefit or use of any products or services provided
        by any Person engaged in the Business or any Competitive Business; or
        (d) solicit for employment or interfere with the relationship of either
        Dermond or MKBY or any of its Affiliates or subsidiaries with any of
        their current or future employees, agents or representatives or any
        Person formerly employed or engaged by either Dermond or MKBY or any of
        its Affiliates or subsidiaries at any time during the previous 18
        months. Notwithstanding the foregoing, nothing contained in this section
        shall prevent either Stockholder from owning shares of capital stock of
        MKBY or any of its subsidiaries or investing as an investor in the
        voting securities of any Person which is a Reporting Person under the
        Securities Exchange Act of 1934 as amended as well as any Person which
        is a reporting issuer under the Securities Acts of any of the
        jurisdictions of Canada so long as the aggregate amount of such
        securities that such Stockholder owns directly or indirectly is less
        than 2% of the total outstanding voting securities of such Person, and
        such Stockholder has no other affiliation with such Person.

3.      Confidentiality. Each Stockholder acknowledges that he had in the past,
        or currently has and in the future will have access to certain
        Confidential Information (as defined below). Neither of the Stockholders
        shall at any time or in any manner, without the prior written consent of
        MKBY and/or its Affiliates, as applicable, use or disclose to any Person
        other than Dermond or MKBY and its Affiliates any Confidential
        Information. The term "Confidential Information" means any secret,
        confidential or proprietary information of Dermond or MKBY or any
        information relating to the Business or any Competitive Business
        obtained by either of the Stockholders as a consequence of their
        affiliation, agreements or position with MKBY or any of its Affiliates,
        including without limitation any trade secrets, technology, business
        strategies or plans, details of contracts, pricing, customer lists and
        marketing methods, plans or strategies. The restrictions in this section
        shall not apply to any information that is or becomes generally
        available and known by the public other than as a result of an
        unpermitted disclosure directly or indirectly by either of the
        Stockholders.

4.      Nature of Restrictions. Each of the parties hereto acknowledges that the
        restrictions and other provisions contained in this Agreement are
        reasonable, fair and equitable in scope, terms and duration. If at any
        time a court or other governmental body having jurisdiction shall refuse
        to enforce the restrictions contained in sections 2 and 3 above by
        reason of being vague or unreasonable or for any other reason, the
        parties hereto intend that such covenant shall be deemed to be amended
        without any further action of the parties and be limited to only such
        geographic area, time period, line of business, scope or other
        restrictions as shall be permitted by law.

5.      Consideration. The agreements contained herein are a necessary
        inducement to MKBY to complete the Closing and the other transactions
        contemplated by the Share Purchase Agreement, transactions from which
        the Stockholders will directly and indirectly receive substantial
        financial benefit.

6.      Injunction. Each Stockholder acknowledges and agrees that irreparable
        injury will result to Dermond or MKBY and its Affiliates and their
        respective businesses in the event of any breach by either Stockholder
        of any of the provisions of this Agreement. In recognition thereof in
        the event of any breach of any agreement of either Stockholder in this
        Agreement, Dermond and MKBY and/or its Affiliates, as applicable, shall
        be entitled, in addition to any other remedies available, to injunctive
        relief, specific performance and any other appropriate equitable remedy
        (without any bond or security being required) to restrain any violation
        of this Agreement.

7.      Miscellaneous.

        A.      No modification, amendment, addition or alteration of this
                Agreement shall be effective unless made in writing and duly
                executed by the parties hereto. No delay or failure of Dermond
                and MKBY, or any of its Affiliates, to exercise any right, power
                or privilege in this Agreement conferred hereunder shall operate
                as a waiver thereof, nor shall any waiver of any right, power or
                privilege operate as a waiver of any other right, power or
                privilege hereunder or any further exercise thereof. No waiver
                or consent on the part of either Dermond or MKBY shall be valid
                unless set forth in a written instrument signed by an authorized
                officer.

        B.      If any provision of this Agreement is finally determined to be
                invalid or unenforceable in any respect, such invalidity or
                unenforceability shall not affect the validity or enforceability
                of any other provision or part hereof or the application thereof
                to other persons or circumstances.

        C.      MKBY shall be entitled to recover from each Stockholder all
                costs and expenses incurred by either Dermond or MKBY and/or its
                Affiliates in connectio n with the enforcement of this Agreement
                against such Stockholder, including without limitation
                reasonable attorney's fees.

        D.      This Agreement may be executed in counterparts each of which
                shall be deemed an original but all of which together shall
                constitute one and the same agreement.

        E.      This Agreement shall inure to the benefit of Dermond and MKBY
                and its Affiliates and their successors and assigns and shall be
                binding upon each Stockholder and his successors, assigns,
                heirs, executors and legal representatives.

        F.      This Agreement shall be governed by and construed and
                interpreted pursuant to the internal laws (as opposed to the
                conflict of laws principles) of the province of Quebec and the
                laws of Canada applicable therein.

        G.      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.

        IN WITNESS WHEREOF, the parties have caused this Agreement to be
        duly executed as of the day and year first above written.


                                        McKENZIE BAY INTERNATIONAL, LTD.

                               per: /s/ Gary L. Westerholm
                                        President


                                        EXPERTS CONSEILS DERMOND INC.

                                        JACQUELIN DERY

                               per: /s/ Jacquelin Dery
                                        President