TERMINATION AGREEMENT

Exhibit 10.7

TERMINATION AGREEMENT

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 ”).

Recitals :

WHEREAS, the Company and the Investor entered into an standby equity distribution agreement dated as of April 6, 2004 (the “ Standby Equity Distribution Agreement ”); a registration rights agreement dated as of April 6, 2004 (the “ Registration  Rights Agreement ”) and an escrow agreement dated as of April 6, 2004 (the “ Escrow Agreement ”).  (C