0000905729-03-000015 Sample Contracts

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;

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EMPLOYMENT AGREEMENT entered into on November 1, 2002, in the City of Montreal, province of Quebec.
Employment Agreement • January 15th, 2003 • McKenzie Bay International • Oil & gas field exploration services • Quebec

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;

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").

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).

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:

SUBSCRIPTION AGREEMENT McKenzie Bay International, Ltd. a Delaware corporation Common Shares, Warrants, and Convertible Note
Subscription Agreement • January 15th, 2003 • McKenzie Bay International • Oil & gas field exploration services • Delaware
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