McKenzie Bay International LTD Sample Contracts

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 2nd, 2006 • McKenzie Bay International LTD • Electric services • New Jersey

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 18, 2006, by and among MCKENZIE BAY INTERNATIONAL, LTD., a Delaware corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).

INVESTOR REGISTRATION RIGHTS AGREEMENT
Investor Registration Rights Agreement • May 2nd, 2006 • McKenzie Bay International LTD • Electric services • New Jersey

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 18, 2006, by and among MCKENZIE BAY INTERNATIONAL, LTD., a Delaware corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).

EMPLOYMENT AGREEMENT
Employment Agreement • May 20th, 2003 • McKenzie Bay International • Mining & quarrying of nonmetallic minerals (no fuels) • Michigan

AND: McKENZIE BAY INTERNATIONAL, LTD. (hereinafter referred to as "MKBY"), a corporation duly incorporated under the laws of the State of Delaware,, United States of America, having its registered office at 975 Spaulding Avenue, Grand Rapids, Michigan, U.S.A., 49546, represented herein by Gary L. Westerholm, President, duly authorized as he so declares;

WITNESSETH
Securities Purchase Agreement • November 14th, 2005 • McKenzie Bay International LTD • Electric services • New Jersey
PLEDGE AND ESCROW AGREEMENT
Pledge and Escrow Agreement • May 2nd, 2006 • McKenzie Bay International LTD • Electric services • New Jersey

THIS PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of April 18, 2006 (the “Effective Date”) by and among MCKENZIE BAY INTERNATIONAL, LTD., a corporation organized and existing under the laws of the State of Delaware (the “Pledgor”), CORNELL CAPITAL PARTNERS, LP, (the “Pledgee”), and DAVID GONZALEZ, ESQ., as escrow agent (“Escrow Agent”).

EMPLOYMENT AGREEMENT entered into on February 12, 2002, in the City of Montreal, province of Quebec.
Employment Agreement • January 15th, 2003 • McKenzie Bay International • Oil & gas field exploration services • Quebec

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;

AMENDING AGREEMENT
Amending Agreement • May 20th, 2003 • McKenzie Bay International • Mining & quarrying of nonmetallic minerals (no fuels)

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

EMPLOYMENT AGREEMENT entered into on January 6 2003, in the City of Toronto, province of Ontario.
Employment Agreement • May 20th, 2003 • McKenzie Bay International • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario

AND: McKENZIE BAY RESOURCES LTD., a corporation duly incorporated under the Ontario Business Corporations Act, having its registered office at 143 Windsor Avenue, London, Ontario, N6C 2A1, represented herein by Gary Westerholm, director, duly authorized as he so declares;

EMPLOYMENT AGREEMENT
Employment Agreement • January 13th, 2006 • McKenzie Bay International LTD • Electric services • Michigan

McKENZIE BAY INTERNATIONAL, LTD. (hereinafter referred to as "MKBY"), a corporation duly incorporated under the laws of the State of Delaware, United States of America, having its principal office at 37899 Twelve Mile Road, Suite 300, Farmington Hills, Michigan, U.S.A., 48331, represented herein by Gregory N. Bakeman, President, duly authorized as he so declares;

Option & Joint Venture Agreement Dated August 31st, 1998 Gary:
Option & Joint Venture Agreement • January 15th, 2003 • McKenzie Bay International • Oil & gas field exploration services

This is to confirm that your request dated May 4th last to have Paragraph 1c of our Option and Joint Venture Agreement dated August 31st, 1998 modified to provide McKenzie Bay International Ltd. ("MKBY") an extension of one additional year to deliver to SOQUEM an independent Bankable Feasibility Study has been accepted by SOQUEM's board.

ROYALTY AGREEMENT
Royalty Agreement • January 15th, 2003 • McKenzie Bay International • Oil & gas field exploration services • Michigan

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").

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RECITALS:
Pledge and Escrow Agreement • November 14th, 2005 • McKenzie Bay International LTD • Electric services • New Jersey
SHARE PURCHASE AGREEMENT
Share Purchase Agreement • May 20th, 2003 • McKenzie Bay International • Mining & quarrying of nonmetallic minerals (no fuels)

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

CONSULTING AGREEMENT
Consulting Agreement • May 20th, 2003 • McKenzie Bay International • Mining & quarrying of nonmetallic minerals (no fuels)

This agreement is made as of the 15th day of February, 2003 between MCKENZIE BAY RESOURCES, LTD., incorporated in the Province of Ontario, whose address is 143 Windsor Avenue, London, Ontario, Canada N6C 2A1, hereinafter referred to as MCKENZIE BAY, and SAVANCO, INC., incorporated in Gauteng Province, SOUTH AFRICA, with offices at 6 Eastern Services Road, Eastgate Ext 3, Sandton, 2199, SOUTH AFRICA, hereafter referred to as SAVANCO.

Exhibit 99.04 - (Subsuquent Event) McKenzie Bay And T/J Technologies Plan To Develop And Commercialize Vanadium Electricity Technology BRIGHTON, Mich. & ANN ARBOR, Mich. -- Aug. 12, 2002 -- McKenzie Bay International Ltd. (OTCBB:MKBY) and T/J...
Letter of Intent • August 14th, 2002 • McKenzie Bay International • Oil & gas field exploration services

BRIGHTON, Mich. & ANN ARBOR, Mich. -- Aug. 12, 2002 -- McKenzie Bay International Ltd. (OTCBB:MKBY) and T/J Technologies Inc "T/J" have signed a letter of intent to form Vanadium Power Solutions Inc, "VPS". Subject to MKBY's Board of Directors approval, a final definitive agreement will be prepared whereby T/J and MKBY will each own 50% of VPS. ADVERTISEMENT

TERMINATION AGREEMENT
Termination Agreement • February 21st, 2006 • McKenzie Bay International LTD • Electric services

THIS TERMINATION AGREEMENT (the “Agreement”) is made and entered into effective as of October 10, 2005, by and between MCKENZIE BAY INTERNATIONAL, LTD., a Delaware corporation (the “Company”), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”).

ROYALTY AGREEMENT
Royalty Agreement • January 15th, 2003 • McKenzie Bay International • Oil & gas field exploration services • Michigan

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").

FORM OF WARRANT
Warrant Agreement • January 15th, 2003 • McKenzie Bay International • Oil & gas field exploration services • Delaware

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW. NEITHER THIS WARRANT, THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT, NOR ANY PORTION THEREOF OR INTEREST THEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE COMPANY SHALL HAVE RECEIVED, AT THE EXPENSE OF THE HOLDER THEREOF, EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE COMPANY (WHICH MAY INCLUDE, AMONG OTHER THINGS, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY).

RECITALS:
Power Purchase Agreement • September 6th, 2005 • McKenzie Bay International LTD • Electric services • New York
OPTION AND JOINT VENTURE AGREEMENT DATED AUGUST 31, 1998, BETWEEN McKENZIE BAY RESOURCES LTD AND SOQUEM INC.
Option and Joint Venture Agreement • January 15th, 2003 • McKenzie Bay International • Oil & gas field exploration services • Quebec

This is an agreement between McKenzie Bay Resources Ltd. ("McKenzie") and SOQUEM INC. ("SOQUEM") concerning the Lac Dore' Vanadium Project to supersede the January 17, 1997 agreement as amended by letter of amendment dated August 28, 1997 to include the following:

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