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                          MEDIZONE INTERNATIONAL, INC.
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                (Name of Registrant as Specified in Its Charter)

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                     MEDIZONE RESPONDS TO SHAREHOLDER DEMAND


January 31, 2002 Medizone International,  Inc. (OTCBB: MZEI) responded to recent
publicly  circulated demands for the resignation of current management and proxy
solicitation by "Advocates for Medizone" ("AFM").  The shareholder group, headed
by Nat and Ross  Bottomly and Jeff Pace of Salt Lake City recently sent a letter
to Medizone  shareholders  demanding  the removal of Ed Marshall as director and
CEO and Jill Marshall as Chief Operating Officer and soliciting proxy support of
the shareholders to back a new management team lead by the Bottomly brothers and
Pace. In separate letters to management,  AFM made a demand for the calling of a
special meeting of shareholders to vote on replacing management. In addition, in
a statement to Medizone  shareholders,  AFM listed its "concerns" about Medizone
and management. The company announced today that it is investigating whether the
actions of AFM are in violation of the  Securities  Exchange Act of 1934 and the
rules and  regulations of the Securities and Exchange  Commission,  such as Rule
14a-9 prohibiting  materially false or misleading proxy statements.  The company
is also  contemplating  legal action  pending the outcome of its  investigation.
According to the company,  it appears that the letters to  shareholders  and the
information  on  the  AFM  website  contain   materially  false  and  misleading
information  and  that  the  statements  are  made as part of a plan to  solicit
proxies in violation of the securities  laws. In its letter to the company dated
January 25, 2002, the group states that it "owns common stock with more than 15%
of the voting power."


Some of the claims made by the AFM group are so disturbingly inaccurate that the
company has issued the  following  detailed  response.  On its website,  AFM has
posted a document it refers to as a "proxy" containing a letter to shareholders.
The company notes the following inaccuracies and misstatements contained in that
document:


1. AFM stated:  "Current management has stripped the shareholders of the Company
of the fundamental right to call for a special shareholders meeting."


Response: The Company believes that this is not accurate. Nevada law permits the
shareholders, by adoption of bylaws or provisions in a corporation's articles of
incorporation to determine the circumstances under which special meetings of the
shareholders may be called.  [Nevada Revised Statutes 78.310 (2)] In 1998 at the
annual meeting of shareholders,  the  shareholders  adopted amended and restated
bylaws of the company  containing a provision  that permits the directors of the
company  to  call  special  meetings  of  the  shareholders.  This  language  is
consistent with the basic provisions of the Nevada statute.  The adoption of new
bylaws was accomplished by the vote of the shareholders and was not a unilateral
act of management.  Furthermore,  company management at the time of the adoption
of the new bylaws  included two executive  officers and four directors no longer
with the company.  Only one member of the current  management (Mr. Marshall) was
also a director at the time the amended and restated  bylaws were adopted by the
shareholders.  The  other  directors  at the time  were  Milton  Adair,  Kenneth
Gropper,  Dr. William Hitt and Dr. Gerard Sunnen.  The new bylaws would not have
been adopted without the existence of a quorum and the approval of a majority of
the shares  represented  at the  meeting.  The previous  bylaws had  permitted a
special  meeting  to be  called  by the  president  of the  company,  as well as
shareholders  holding a minimum of 10% of the  outstanding  common  stock of the
company.  Notwithstanding  the fact that the company  does not believe  that the
adoption  of this  amendment  was in any way  flawed,  at the annual  meeting of
shareholders  in 2002,  the  board of  directors  would  consider  support  of a
proposal  that the  shareholders  approve an amendment to the bylaws to reinsert
the right of holders of an  aggregate of 10% or more of the  outstanding  common
stock of the  company  to  require  the  company  to call a special  meeting  of
shareholders.


2. AFM stated,  "The Board of  Directors  of the Company  ("the  Board") has not
scheduled, and the Company has not conducted, an annual shareholders meeting for
the year 2001 as mandated in the bylaws.  We believe that the Board's failure to
schedule an annual  shareholders  meeting is a breach of the  Board's  fiduciary
duty . . .."


Response: AFM omits to inform the shareholders that the failure of a corporation
to hold an annual  meeting to elect  directors is not a violation of the law and
does not jeopardize the legal standing of the corporation.  Furthermore,  Nevada
law expressly  provides  that,  "Failure to hold an election of directors on the
regular day does not dissolve the  corporation.  If the  directors  shall not be
elected on the day designated [in the bylaws or articles of  incorporation]  for
the purpose,  the corporation shall not for that reason be dissolved;  but every



director  shall  continue to hold his office and  discharge his duties until his
successor  has been  elected."  [Nevada  Revised  Statutes  78.340]  The Company
believes that its board of directors has not breached its fiduciary duty in this
regard.  The company is not aware of any provision in the bylaws or under Nevada
law that states as much. The last meeting of the shareholders at which directors
were elected was held on May 31, 2000. Due to cash flow  difficulties  the board
did not call an annual meeting in 2001. Assuming financial circumstances permit,
the board has determined  that an annual meeting will be held at the end of June
2002,  but a formal  announcement  of the meeting date and time will not be made
until after the company has filed its annual  report on Form 10-KSB for the year
ended December 31, 2001, as the proxy materials must include year-end  financial
information  for the most  recently  completed  fiscal year.  The company has no
intention  of bending to threats of proxy  fights or lawsuits  demanding  that a
meeting be held  before it can be done in an  orderly  manner and at a time that
current   financial  and  other   information  can  be  made  available  to  the
shareholders as required by law.


3. AFM stated, "The Company has expended  $1,588,500 in cash,  21,707,000 shares
of stock and as of September 2001 10-Q [sic],  reports owing over  $2,000,000 in
general and administrative cost with nothing to show for it."


Response:  The Company  believes that this  statement is misleading and contains
misstatements.  It is  misleading  in that it does not  define  the time  period
during which the expenditures and costs were incurred.  It is inaccurate in that
it ignores or misrepresents  the information  contained in the company's filings
with the Securities and Exchange Commission and apparently includes expenditures
that were incurred by prior management,  which was subsequently  dismissed.  Mr.
Marshall became a director in mid-1997,  after a substantial  cash investment in
the company.  He became an executive officer of the company in April 1998. AFM's
statements  are in  disagreement  with  information  available in the  company's
reports filed with the SEC,  including its most recent  quarterly report on Form
10-QSB for the quarter  ended  September  30,  2001.  The company  points to the
following facts:

     o    During the first nine months of 2001,  the company's  operations  used
          net cash of $280,275.

     o    General and  administrative  expenses  during the first nine months of
          2001 totaled  $455,929,  down from $512,059  during the same period of
          the prior year.  As reported in the company's  annual  reports on Form
          10- KSB,  total  general and  administrative  ("SG&A")  expenses  were
          $524,929 in 1998,  $198,308 in 1999,  and $787,610 in 2000, an average
          of  approximately  $503,615 per year.  These amounts include  non-cash
          compensation paid to executive  officers,  directors,  consultants and
          vendors in lieu of salaries,  consulting fees,  professional  fees and
          other  expenses  owed  during 1999 and 2000 and  otherwise  payable in
          cash. The company's management prior to 1998 spent $10,605,635 in SG&A
          from inception  through 1997, or an average of approximately  $964,000
          per year.

     o    Since inception  (January 1986),  the company has spent  $2,687,686 on
          research and development.  From January 1, 1998 through  September 30,
          2001,  the company has spent  approximately  $368,000 on research  and
          development.  Since January 1, 1998,  the company has obtained one new
          patent   (External   Application   of   Ozone/Oxygen   for  Pathogenic
          Conditions,  granted  March 14,  2000) and applied for one  additional
          patent  on  its   technology,   (Method   and   Apparatus   for  Ozone
          Decontamination of Biological Liquids, recorded May 24, 2000).

     o    Since 1997, even with cash flow  difficulties  while working to obtain
          additional funding, the company has announced significant achievements
          and  progress,  including  new  development  and  delivery of an ozone
          generator and interface units,  unofficial human  Hepatitis-C  trials,
          new patent applications, commitments for high level additional outside
          directors  and  scientific   staff  once  funding  is  received,   and
          additional  linkages for formal trials to FDA standards  after funding
          is received.

     o    As of September 30, 2001,  the company had a working  capital  deficit
          (excess of total  liabilities  over total assets) of  $1,317,521,  not
          $2,000,000 as stated by AFM. The working  capital deficit at September
          30, 2001 compares to a working  capital  deficit at December 31, 1997,
          the fiscal year prior to management's taking office, of $945,859.

     o    In 1998,  when the current  management  team took  office,  there were
          approximately   136,888,000   shares  of  common   stock   issued  and
          outstanding.  As of  September  30,  2001,  there  were  approximately
          155,338,000 shares issued and outstanding. The total for 1997 included
          5,714,285  shares  sold for cash of $400,000 to Sand Dollar (an entity
          controlled by Mr. Marshall), as well as 100,000 shares of common stock
          to Dr. Gerard Sunnen in consideration of his services as the company's



          Director of Science,  103,200 shares to an employee of its New Zealand
          subsidiary,  2,716,600  shares to officers,  directors,  employees and
          vendors  [including  Kenneth  Gropper  (500,000  shares),   Arthur  P.
          Bergeron (500,000 shares), George Handel (750,000 shares), several law
          firms that had  previously  provided legal services to the company (an
          aggregate of 666,666 shares),  an employee  (50,000  shares),  and its
          public  relations  firm  (250,000  shares)]  all in  lieu  of  cash as
          consideration of services rendered.  Shares issued to Gropper,  Handel
          and Bergeron were issued before the management  change and Sand Dollar
          Solution investment in 1997.

     o    Contrary to the  statement of AFM that the company has "expended . . .
          21,707,000  shares of  stock"  and has  "nothing  to show for it," the
          truth is that as reported in the company's SEC filings for 1998, 1999,
          2000 and 2001, since current management's tenure began the company has
          issued a net of  10,986,105  shares of common stock for cash and other
          consideration  (including  reduction  of debt  and  accounts  payable)
          totaling  approximately  $1,473,000.  The  obligations  paid in  stock
          included,  in part,  fees of the  company's  patent  counsel and other
          vendors in lieu of cash.  Most of these  obligations  were incurred by
          prior  management.  The company's filings summarize these issuances as
          follows:

     o    In 1998,  the company sold 857,143 shares for $60,000 cash on exercise
          of  warrants  by Sand  Dollar,  and also  issued a total of  4,265,000
          shares to various individuals for services rendered (at various prices
          per  share  based  on the  market  price  of the  stock at the date of
          settlement),  and  1,832,377  shares  in lieu of  outstanding  debt of
          $126,418.  The company also canceled  630,000 shares for services that
          were never performed.

     o    During 1999,  the company  issued 25,000  shares to an individual  for
          services  rendered valued at $1,750.  In addition,  the company issued
          936,507 shares  through the exercise of outstanding  warrants at $0.07
          per share for a total of $65,555.

     o    During 2000, the company issued  3,142,857 shares through the exercise
          of  outstanding  warrants at $0.07 per share for a total of  $220,000,
          issued stock for services  (350,000  shares in lieu of cash of $61,250
          and  300,000  shares  in lieu of cash of  $85,500),  issued  2,235,000
          shares in  satisfaction  of outstanding  debt totaling  $299,200;  the
          company  canceled  2,000,000  shares of common  stock  pursuant to the
          settlement agreement with Mr. Bergeron, the company's former C.F.O.

     o    During the nine months  ended  September  30,  2001,  the company sold
          1,422,221  shares for cash of $254,981  (prices  ranging from $0.15 to
          $0.19 per share).

4. AFM  stated,  "In the  five  years  since Ed  Marshall  became  CEO,  not one
initiative  proposed or promise made in the "Sand Dollar Solution" proxy of five
years  ago  authored  by Mr.  Marshall  has  been  realized.  Some  of the  most
significant  failures  include * the  failure to complete  the Simian  trials at
Cornell University, * the failure to begin the Italian HIV and Hepetitis-B [sic]
trials,  * the failure to complete  the Bovine  Fetal Serum  studies  started by
Lifetech  because  Medizone  under Ed  Marshall's  leadership  failed to provide
funding needed for new equipment to complete the study.

Response:  The Company believes that these statements are materially  misleading
and  inaccurate.  Mr. Marshall became CEO in April 1998, not five years ago. The
Simian trials  referred to were sponsored by the Canadian  Department of Defense
Blood  Forces  Program  and were  terminated  prior to Mr.  Marshall  becoming a
director.  The Italian HIV and  hepatitis-B  studies were also suspended in 1993
before  Mr.  Marshall  became  involved  with the  company.  Upon  review of the
situation,  as  disclosed  in the  company's  annual  report  for the year ended
December 31, 1999, the company's  management  (including its director of science
and other board members at the time) determined that the financial  resources of
the company did not sustain a continued  effort to revive the proposed  studies,
particularly in light of facts  discovered  following the removal of Mr. Latino.
Among other things,  the regulatory  conditions under which the studies would be
conducted  were not as originally  represented by Mr. Latino and others when the
studies were first announced. As disclosed in that report:

However, after the termination of the Company's former President, the Company' s
inquiry into the conduct of its operations during the former President's tenure,
that  disclosed  that human  clinical  trials of the Company's  ozone therapy on
patients  infected  with either  Acquired  Immunodeficiency  Syndrome  (AIDS) or
Hepatitis B (chronic  active) has not been  authorized by Naples or commenced at
that  institution.  The Company also learned that the Italian Ministry of Health
had not issued  approvals for human clinical trials to commence at certain sites



as  previously  disclosed.  While the ethics  committees  at certain  university
hospitals have stated their approval for the Company to conduct Phase II trials,
they would require the Company to have either completed a large animal study and
Phase I human clinical trials or to have these requirements  waived. The Company
has never  performed a large animal study or Phase I human  clinical  trials and
does not  possess  the  necessary  data with  respect  to its ozone  therapy  to
commence a Phase II study [under the Italian guidelines].


The company also discovered and has previously disclosed the difficulties of the
Lifetechnologies (now known as Invitrogen) Bovine Fetal Serum study. The company
has spent  approximately  $100,000 in an effort to resolve  that problem so that
the study could continue.


5. AFM stated,  "Dr. Sunnen resigned just a few weeks ago with the encouragement
of Ed Marshall."


Response:  Dr. Sunnen resigned "for personal  reasons" and by agreement with the
company  those  reasons  were not  elaborated  upon in the  company's  quarterly
report.  In his letter of resignation and in subsequent  communication  with the
company,  Dr.  Sunnen  has  confirmed  his  willingness  to  continue  to assist
management and the company in any way he can to further patent  development  and
research.  In addition,  the board of directors  had expressed to Dr. Sunnen its
willingness  to  continue  to  retain  his  services  as  science  director,   a
non-executive  officer  position  involved  in product  development,  but not in
regulatory matters or clinical trials. The company had also stated that it would
reconsider  his  service  as an  executive  officer  as his  personal  situation
changes. Dr. Sunnen then resigned. Dr. Hitt resigned from the board of directors
in 2000 for  reasons  related to his health at the time and because he wanted to
focus on his work at his clinic in Mexico. He has expressed continued support of
management as recently as a few weeks ago.


Management  continues  to believe  in the  mission  and  future of the  company.
Although personal circumstances led the Marshalls to sell some of their holdings
late in 2001 and early 2002,  those sales were not a  reflection  of any lack of
faith in the future of the company. The company has not had cash to pay salaries
for nearly a year.  The  Marshalls  sold stock to pay personal  debts and living
expenses  that they were unable to pay because of the lack of cash  compensation
from  the  company.   Additionally,   the  Marshalls  have  loaned  the  company
approximately  $4,000  during  the  last  two  months  to pay for the  company's
business  expenses,  including the professional  fees and other costs related to
the filing of the company's  most recent  quarterly  report.  Had the report not
been filed,  the company  would have been removed  from the OTC Bulletin  Board.
Their sales were reported by filings made with the SEC.


The financial condition of the company has been disclosed in its public filings,
in which the company has consistently disclosed the need for additional capital.
Management  has been  criticized  by AFM for failing to pursue  other  financing
proposals and opportunities and for  misrepresenting the terms and likelihood of
completion of a commitment for financing from a private trust  (Groundell).  The
company  maintains  it  has  not  misrepresented  the  terms  of  the  Groundell
commitment.  The company has no reason to believe that the continued  commitment
from the  trust is not made in good  faith.  The  Trustee  continues  to  report
progress in achieving  liquidity  for the trust,  which will enable the trust to
fulfil its commitment to fund Medizone


However,  the company has not only pursued and continues to pursue other funding
opportunities,  it has in fact raised funds to sustain operations and to finance
the  prosecution of key patents since Mr.  Marshall  became CEO. Since 1997, the
company  has  not  rejected  what it  considered  to be a  legitimate  financing
commitment. Two funding sources discontinued discussions with the company due to
AFM's recent actions. In addition,  many of the funding proposals referred to by
AFM and others were rejected by the company after due diligence  indicated  that
the proposed funding sources were not viable or were unsuitable for the company.
Other potential funding sources withdrew from discussions  because of the nature
of the company's  technology,  often characterized by the press as "alternative"
medical science.


Previous disclosures by the company concerning the nature of the commitment from
the  Groundell  trust  were  accurate  when made and were  based on  information
provided  and  approved  by  the  trust.  The  company  has  relied  upon  those
representations  in good faith and remains of the view that the trust intends to
perform on its commitment.  However, the company has also stated that it has not
relied  and will not rely  exclusively  upon the  expectation  that the  trust's
funding will be consummated.  Management has disclosed to AFM in some detail the
funding efforts of the past two years,  which included  completing private stock
placements to accredited investors for gross proceeds of approximately  $250,000
and an additional  purchase of  approximately  $220,000 by Sand Dollar Solution.
Management also aggressively pursued and obtained restitution from Mr. Latino of
approximately $416,000. Management continues to seek to obtain financing for the



company  and has  invited  the  leaders of AFM to meet to discuss how they might
collaborate  to achieve  their  common  objective  of moving the company and its
science forward.  However,  these  invitations have not yet been accepted and no
detailed proposal for financing the company has ever been brought to the company
by the  Bottomly  brothers or Pace for  consideration.  The  company  renews its
invitation to AFM to introduce  funding  sources to the company and to work with
management  to bring  necessary  financing to the company,  even if the terms of
that financing might include changes in management or board appointments.



This  communication  is solicited by the Company and its management.  Additional
information  about the Company and its  management may be found in the Company's
filings with the Securities and Exchange Commission (the "SEC").

THE COMPANY  INTENDS TO FILE A PROXY  STATEMENT WITH THE SECURITIES AND EXCHANGE
COMMISSION (THE "SEC") IN CONNECTION WITH ITS NEXT ANNUAL  SHAREHOLDER  MEETING.
YOU SHOULD READ THE PROXY  STATEMENT  WHEN SUCH STATEMENT IS SENT TO YOU BECAUSE
IT WILL CONTAIN IMPORTANT INFORMATION.  UPON ITS COMPLETION, YOU WILL BE ABLE TO
OBTAIN A COPY OF THE PROXY  STATEMENT AND ANY OTHER RELEVANT  DOCUMENTS FOR FREE
FROM THE SEC'S WEB SITE AT  HTTP://WWW.SEC.GOV.  THE COMPANY WILL MAIL A COPY OF
THE PROXY STATEMENT TO ITS SHAREHOLDERS  ONCE SUCH STATEMENT HAS BEEN FILED WITH
THE SEC.