0001091818-06-000167 Sample Contracts

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”).

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”).