8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 6, 2016

Medizone International, Inc.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation) 2-93277-D (Commission File Number) 87-0412648 (IRS Employer Identification No.)

4000 Bridgeway, Suite 401, Sausalito, California 94965

(Address of principal executive offices, Zip Code)

Registrant's telephone number, including area code: (415) 331-0303

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 6, 2016, Medizone International, Inc. (“Registrant”), entered into written employment agreements with the Registrant’s Chief Executive Officer, Edwin G. Marshall and with Dr. Jill Marshall, the Registrant’s Director of Operations.  Dr. Marshall is the wife of Mr. Marshall.  The agreements were approved by the Compensation Committee of the Board of Directors of the Registrant (“Compensation Committee”) and memorialize the current compensation levels paid to these executives.  In summary, the agreements provide as follows:

· The term of employment in each case is “at will”, meaning the employment of either executive may be terminated at any time with or without cause by the Registrant upon 30 days’ notice to the executive.

· Compensation payable to the executive is in the form of an annual base salary paid in monthly payments through the payroll of the Registrant. Mr. Marshall’s annual salary remains at $195,000 per annum and Dr. Marshall’s annual salary remains at $82,000 per annum, in each instance at the levels of base salary paid to these executives prior to execution of the agreements.

· Each agreement contains restrictive covenants regarding the executive’s use of confidential information and the non-solicitation of employees of the Registrant, as well as representations and warranties that are customary in such agreements.

· Each agreement contains provisions regarding vacation, reimbursement or payment of business expenses incurred in the performance of the executive’s duties, and medical and health insurance and other employee benefits paid by the Registrant.

· Mr. Marshall’s agreement provides for certain payments in the event of disability.

In connection with the execution of the executive employment agreements, the Registrant also made promissory notes payable to Mr. Marshall, Dr. Marshall and the Registrant’s President and Director of Medical Affairs, Dr. Michael Shannon, providing for the payment of accrued and unpaid compensation owed to each of these officers.  The promissory notes were approved by the Compensation Committee.  Payment of the amounts owing under these notes is due according to their terms upon the earlier to occur of (a) a change in control of the Registrant (as defined in the note), (b) the executive’s death or (c) the executive’s disability as defined in the note or in the respective executive’s written employment agreement.  In addition, in the case of the notes payable to Mr. Marshall and to Dr. Marshall, payment of the notes is triggered by or the Registrant’s failure to pay the executive’s base salary in accordance with the terms and conditions of the executive’s employment agreement, because of disability.  Amounts accrued for unpaid compensation have been reported by the Registrant on its audited financial statements since the dates the expenses were incurred.  The amounts owed to these executives are as follows:

· To Mr. Marshall, $1,065,189.00;

· To Dr. Marshall, $444,583; and

· To Dr. Shannon, $111,109.

Copies of the promissory notes and the new executive employment agreements are furnished with this Report on Form 8-K as exhibits.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are provided as part of the information furnished under this Current Report on Form 8-K:

Exhibit	Description
10.1	Executive Employment Agreement with Edwin G. Marshall, dated effective July 6, 2016
10.2	Executive Employment Agreement with Jill Marshall, dated effective July 6, 2016
10.3	Promissory Note for payments of past due compensation to Edwin G. Marshall, dated July 6, 2016
10.4	Promissory Note for payments of past due compensation to Jill Marshall, dated July 6, 2016
10.5	Promissory Note for payments of past due compensation to Michael Shannon, dated July 6, 2016

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Medizone International, Inc.
By:	/s/ Boyd G. Evans
	Boyd G. Evans Chief Financial Officer

Date: July 12, 2016

EX-10.1

Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”) is entered into effective as of July 6, 2016 (the “Effective Date”), by and between Medizone International, Inc., a Nevada corporation (the “Company”), and Edwin Marshall (“Executive”).

RECITALS

A.          The Executive is currently employed by the Company as its Chief Executive Officer.

B.          The Company has executed a promissory note to Executive in the aggregate principal amount of One Million Sixty Five Thousand One Hundred Eighty Nine Dollars ($1,065,189.00) attached hereto as Exhibit A (the “Promissory Note”), which represents accrued and unpaid wages due to Executive.

C.          The Company and the Executive desire to enter into this Agreement to establish the terms of the Executive’s employment and the payment of the Promissory Note to Executive on the terms and conditions more fully described and set forth herein.

AGREEMENT

NOW,          THEREFORE, in consideration of the mutual promises herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Executive hereby agree as follows:

1.             Employment and Duties.

(a)          During the Employment Term (as defined below), the Company shall employ the Executive as its Chief Executive Officer.  The Executive agrees that he will perform all duties that are reasonable and customary of a chief executive officer of a public reporting company and such other lawful duties as assigned to him by the Company and the Board of Directors of the Company (the “Board”).  The Executive agrees that he will devote sufficient attention, time, and effort to the business and affairs of the Company and its Affiliates.

(b)          The Executive will perform his duties diligently and competently and shall act in conformity with all Company policies, and within the limits, budgets and business plans set by the Company.  The Executive will at all times comply with all applicable laws pertaining to the performance of this Agreement, and strictly adhere to and obey all of the rules, regulations, policies, codes of conduct, procedures and instructions in effect from time to time relating to the conduct of executives of the Company.  The Executive shall not engage in consulting work or any trade or business for his own account or for or on behalf of any other person, firm or company that competes, conflicts or interferes with the performance of his duties hereunder in any material way during the Employment Term.

(c)          For purposes of this Agreement, the term “Affiliates” includes any corporation, company or other entity whose outstanding shares or securities are, now or hereafter, owned or controlled, directly or indirectly, by the Company and any partnership, joint venture, unincorporated association or limited liability company in which the Company has a direct or indirect ownership interest, or which are under common ownership or control with the Company.

2.             Employment Term.  The parties agree that the Executive’s employment with the Company will be “at-will” employment and may be terminated at any time with or without cause or notice, subject to the terms of Section 6, below.  The Executive understands and agrees that neither his job performance nor promotions, commendations, bonuses or the like from the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of his employment with the Company.  The period of the Executive’s employment under this Agreement is referred to herein as the “Employment Term.”

3.             Base Salary.  For all services rendered by the Executive and all covenants and conditions undertaken by him pursuant to this Agreement, the Company shall pay the Executive in accordance with its normal payroll practices (but not less frequently than monthly) an annual base salary of One Hundred Ninety Five Thousand Dollars ($195,000), less applicable withholdings (the “Base Salary”).  Such Base Salary shall be reviewed from time-to-time but not less than annually by the Board, which shall make recommendations to adjust the Base Salary, if necessary, based upon appropriate applicable performance metrics.

4.             Benefits.

(a)          Vacation.  Executive will accrue paid vacation in accordance with the Company’s vacation policy for senior executive officers.  In the event of termination for any reason, the Company shall pay Executive for all accrued but unearned vacation time.

(b)          Supplemental Health Insurance. During the Employment Term, the Company shall pay all costs and expenses relating to Executive’s supplemental health insurance provided through Health Net, Inc.

5.             Business Expenses.  During the Employment Term, the Company will reimburse Executive for reasonable expenses incurred by Executive related to the performance of Executive’s duties under this Agreement.  Such expenses will be paid to Executive in accordance with the Company’s policies with respect to documentation and reimbursement of such expenses.  In agreeing to reimburse these expenses, the Company is not providing Executive any tax advice.  To the extent any taxes are owed by Executive concerning any such expenses pursuant to applicable law, Executive agrees to pay all such taxes and to indemnify and hold harmless the Company from any claim, demand, penalty, fine, damages, costs, fees or assessment arising from a failure to pay such taxes to the maximum extent allowed by law.

6.             Termination of Employment.

(a)          The Employment Term and Executive’s employment hereunder may be terminated by either the Company or Executive at any time and for any reason; provided that,

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unless otherwise provided herein, either party shall be required to give the other party at least thirty (30) days advance written notice of any termination of Executive’s employment. Upon termination of Executive’s employment during the Employment Term, Executive shall receive (i) all Base Salary accrued and unpaid as of the date of termination; (ii) any unreimbursed business expenses incurred by Executive on the Company’s behalf; (iii) any unpaid accrued vacation; and (iv) any other amounts required to be paid under any benefit plan or program in which Executive participates or any other amounts mandated by law.

(b)          Reduction or Non-Payment of Executive’s Base Salary due to Executive’s Disability. If the Company reduces the amount of Executive’s Base Salary or does not pay Executive’s Base Salary pursuant to the Company’s regular payroll practices due to Executive’s Disability (as defined below), the Promissory Note shall become due and payable according to the terms and conditions set forth therein.  “Disability” shall mean Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period or one hundred twenty (120) consecutive days.  Any question as to the existence of Executive’s Disability as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of this Agreement and the Promissory Note.

(c)          Return of Property.  Executive agrees that all property (including without limitation, all equipment, tangible proprietary information, documents, spreadsheets, records, notes, contracts and computer-generated materials, furnished to or created or prepared by Executive incident to Executive’s employment belongs to the Company and shall be promptly returned to the Company upon termination of Executive’s employment. The parties acknowledge that Executive may use personal property such as laptops, computers, cell phones, printers, etc.) in the performance of his duties hereunder. To the extent Executive uses his personal property as described, Company acknowledges that such property is the personal property of Executive and Company asserts no ownership interest in or claim to such property.  Upon termination of this Agreement and Executive’s employment hereunder, Executive shall retain his personal property; provided, however, that all Company property described in this paragraph that may be contained on such laptops, computers, cell phones, etc., shall be removed from all such devices.

7.             Confidential Information.  Executive acknowledges that because of the Executive’s position with the Company, Executive will have access to Confidential Information (as defined below) of the Company.  Accordingly, Executive hereby agrees that, during his employment and at all times thereafter, he will hold the Confidential Information of the Company in strict confidence and will neither use (for himself or any third party) the information nor furnish, make available or disclose it to anyone, except to the extent necessary to carry out his responsibilities as an employee of the Company or as specifically authorized in writing by a duly authorized officer of the Company other than Executive.  As used in this Agreement, “Confidential Information”

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means any information relating to the business or affairs of the Company and its Affiliates which is of a nature generally considered confidential or proprietary in the industry, including, but not limited to, this Agreement, information relating to financial statements, spreadsheets, operations manuals, systems manuals, customer identities, customer profiles, customer preferences, partner or investor identities, employees, suppliers, project designs, project methods, advertising programs, advertising techniques, target markets, servicing methods, equipment, programs, strategies and information, market analyses, profit margins, past, current or future marketing strategies, or any other proprietary information used by the Company or its Affiliates; provided, however, that Confidential Information shall not include any information which Executive possessed prior to any receipt thereof from the Company, is in the public domain, or which becomes known to the recipient thereof independently from any act on the part of Executive.  Executive acknowledges that the Confidential Information is vital, sensitive, confidential and proprietary to the Company and that he is under a contractual and common law duty to not disclose the Confidential Information to any third party at any time; provided that Executive may be compelled under applicable law to disclose Confidential Information so long as such disclosure does not exceed the extent of disclosure required by such applicable law.  Executive shall provide written notice of any such order to the Board and an authorized officer of the Company within twenty-four (24) hours of receiving such order compelling the disclosure of Confidential Information, but in any event sufficiently in advance of making any disclosure to permit the Company to contest the order or seek confidentiality protections, as determined in the Company’s sole discretion. Executive acknowledges and agrees that his non-disclosure obligation applies to all Confidential Information of the Company acquired during the course of his employment with the Company, no matter when he obtained knowledge of or access to such Confidential Information.  Executive further acknowledges that the Company would not employ him or provide him with access to its Confidential Information, but for his promises and covenants contained in this Section 7 and elsewhere in this Agreement.

8.             Non-Solicitation.

(a)          Non-Solicitation.  During the term of Executive’s employment and for eighteen (18) months thereafter (the “Non-Solicitation Period”), Executive shall not directly or indirectly (i) divert or attempt to divert from the Company (or any Affiliate) any business of any kind, including without limitation the solicitation of or interference with any of its customers, clients, members, business partners or suppliers or (ii) solicit, induce, recruit or encourage any person employed by or otherwise providing services to the Company to terminate his or her employment or services.

(b)          Tolling of Covenants.  If it is judicially determined that Executive has violated any of his obligations under this Agreement, then the Non-Solicitation Period will automatically be extended by a period of time equal in length to the period during which such violation or violations occurred.

(c)          Executive’s Acknowledgments.  Executive acknowledges that the obligations of the Executive under this Section 8 are reasonable in the context of the nature of the Restricted Business and the competitive injuries likely to be sustained by the Company if the

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Executive were to violate such obligations, and are no broader than are necessary to protect the legitimate business interests of the Company.  The Executive further acknowledges that the Company would not have employed the Executive in the absence of this Section 8 and the other covenants and representations and warranties of Executive made herein, which the Executive acknowledges constitutes good, valuable and sufficient consideration.

(d)          Specific Performance.  The parties agree (i) that it is impossible to measure in money the damages that will accrue to the Company if the Executive fails to perform his obligations under this Section 8, (ii) that failure by the Executive to perform such obligations may result in irreparable damage to the Company, and (iii) that specific performance of the Executive’s obligations may, therefore, be obtained by suit in equity.  The Executive therefore agrees that, in addition to any other rights or remedies that the Company may have at law or in equity, temporary and permanent injunctive relief may be granted in any proceeding that may be brought to enforce any provision contained in this Section 8, without the requirement of posting any bond or the necessity of proof of actual damage.  Without limiting the generality of the preceding sentence, the Company shall be entitled to an injunction from any federal or state court located in the City of Las Vegas, State of Nevada restraining the Executive from committing or continuing any violation of this Section 8.  The Executive will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the Company has or had an adequate remedy at law.

9.             Dispute Resolution.  All disputes and controversies arising out of or in connection with this Agreement, the Executive’s employment with the Company, or the transactions contemplated hereby shall be resolved exclusively by the state and federal courts located in City of Las Vegas in the State of Nevada, and each party hereto agrees to submit to the jurisdiction of said courts and agrees that venue shall lie exclusively with such courts.  Each party hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which such party may raise now, or hereafter have, to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum.  Each party agrees that, to the fullest extent permitted by applicable law, a final judgment in any such suit, action, or proceeding brought in such a court shall be conclusive and binding upon such party, and may be enforced in any court of the jurisdiction in which such party is or may be subject by a suit upon such judgment.

10.           WAIVER OF RIGHT TO JURY TRIAL.  TO THE EXTENT PERMITTED BY LAW, EACH PARTY HEREBY WAIVES ITS RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE EXECUTIVE’S EMPLOYMENT BY THE COMPANY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.  EACH PARTY HEREBY AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.  WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM

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OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT, OR ANY PROVISION HEREOF.  THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

11.           No Conflicting Agreements.  The Executive hereby represents and warrants to the Company that he is not a party to or subject to any restrictive covenants, legal restrictions or other agreements in favor of any entity or person that would in any way preclude, inhibit, impair or limit the Executive’s ability to perform his obligations under this Agreement, and that his execution of this Agreement and the performance of his obligations hereunder will not breach or be in conflict with any other agreements to which he may be a party, in each case including but not limited to employment agreements, confidentiality agreements, noncompetition agreements, and non-solicitation agreements.  The Executive agrees that he will not use for the benefit of the Company any proprietary information of a third party without such third party’s consent.

12.           Binding Effect; Assignment.  The performance of Executive is personal hereunder, and Executive agrees that Executive shall have no right to assign and shall not assign or purport to assign any rights or obligations under this Agreement.  This Agreement may be assigned or transferred by the Company and nothing in this Agreement shall prevent the consolidation, merger or sale of the Company or a sale of any or all or substantially all of its assets.  Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, legal representatives, successors, and permitted assigns, and shall not benefit any person or entity other than those specifically enumerated in this Agreement.

13.           Taxes; Withholdings.  All amounts paid under this Agreement (including, without limitation, Base Salary) shall be paid less all applicable state and federal tax withholdings and any other withholdings required by any applicable jurisdiction.

14.           Miscellaneous.

(a)          Notice.  All notices or other communications given or made hereunder shall be in writing and shall be deemed duly given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) day after deposit with a nationally recognized overnight courier service, specifying next day delivery, with written verification of receipt.  All communications shall be sent to the party’s address set forth on the signature page below, or at such other address as such party may designate by ten (10) days advance written notice to the other parties in accordance with this Section 14(a).

(b)          Severability.  Each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provisions of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

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(c)          Entire Agreement; Modification.  This Agreement sets forth the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all other agreements and understandings, written or oral, between the parties hereto with respect to the subject matter hereof.  This Agreement shall not be amended, modified or changed except by an instrument in writing signed by the parties hereto.

(d)          Authorization, Execution and Delivery.  The execution and delivery of this Agreement by the Company and the performance of its obligations hereunder have been duly authorized by all necessary corporate action, including by the Compensation Committee of the Company’s Board, and in accordance with all applicable laws. The Company has duly executed and delivered this Agreement.

(e)          Waiver.  A waiver of the breach of any term or condition of this Agreement shall not be deemed to constitute a waiver of any subsequent breach of the same or any other term or condition.

(f)          Controlling Law.  This Agreement will be governed by the laws of the State of Nevada without regard to conflicts of laws principles, except where preemptive federal law governs.

(g)          Voluntary Agreement.  Executive and the Company represent and agree that each has reviewed all aspects of this Agreement, has carefully read and fully understands all provisions of this Agreement, and is voluntarily entering into this Agreement.  Each party represents and agrees that such party has had the opportunity to review any and all aspects of this Agreement, with the legal, tax and other advisor and advisors of such party’s choice before executing this Agreement, and have been fully advised as to same. Executive acknowledges that the Company has made no representations or warranties to Executive concerning the terms, enforceability or implications of this Agreement other than as are reflected in this Agreement.  This Agreement has been fully and freely negotiated by the parties hereto, shall be considered as having been drafted jointly by the parties hereto, and shall be interpreted and construed as if so drafted, without construction in favor of or against any party on account of its or his participation in the drafting hereof.

(h)          Counterparts.  The parties may execute this Agreement in one or more counterparts, all of which together shall constitute but one Agreement.

(i)          Warranty of Authority.  The parties hereto, and each and all of them, collectively and individually as to each said party, represent and declare that each of the persons executing this Agreement is and will be empowered and authorized to do so.

[SIGNATURES TO FOLLOW]

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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first above written.

“COMPANY”

MEDIZONE INTERNATIONAL, INC.,

a Nevada corporation

By: /s/ Boyd G. Evans                         

Boyd G. Evans, Chief Financial Officer

Address: 4000 Bridgeway, Suite 401

Sausalito, CA 94965 Attn:  Chief Executive Officer

Phone:  415-331-0303Fax:

“EXECUTIVE”

       /s/ Edwin G. Marshall                                                     

EDWIN G. MARSHALL

Address: PO Box 742, Stinson Beach CA, 94970

Phone:           415-868-06236                                         

Email: medoz3int@yahoo.com                            

Fax:

EXHIBIT A

PROMISSORY NOTE

(attached separately)

EX-10.2

Exhibit 10.2

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”) is entered into effective as of July 6, 2016 (the “Effective Date”), by and between Medizone International, Inc., a Nevada corporation (the “Company”), and Dr. Jill Marshall (“Executive”).

RECITALS

A.The Executive is currently employed by the Company as its Director of Operations.

B.The Company has executed a promissory note to Executive in the aggregate principal amount of Four Hundred Forty One Thousand Five Hundred Eighty Three Dollars ($441,583.00) attached hereto as Exhibit A (the “Promissory Note”), which represents accrued and unpaid wages due to Executive.

C.The Company and the Executive desire to enter into this Agreement to establish the terms of the Executive’s employment and the payment of the Promissory Note to Executive on the terms and conditions more fully described and set forth herein.

AGREEMENT

NOW,THEREFORE, in consideration of the mutual promises herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Executive hereby agree as follows:

1.Employment and Duties.

(a)During the Employment Term (as defined below), the Company shall employ the Executive as its Director of Operations.  The Executive agrees that she will perform all duties that are reasonable and customary of a chief executive officer of a public reporting company and such other lawful duties as assigned to him by the Company and the Board of Directors of the Company (the “Board”).  The Executive agrees that she will devote sufficient attention, time, and effort to the business and affairs of the Company and its Affiliates.

(b)The Executive will perform her duties diligently and competently and shall act in conformity with all Company policies, and within the limits, budgets and business plans set by the Company.  The Executive will at all times comply with all applicable laws pertaining to the performance of this Agreement, and strictly adhere to and obey all of the rules, regulations, policies, codes of conduct, procedures and instructions in effect from time to time relating to the conduct of executives of the Company.  The Executive shall not engage in consulting work or any trade or business for her own account or for or on behalf of any other person, firm or company that competes, conflicts or interferes with the performance of her duties hereunder in any material way during the Employment Term.

(c)For purposes of this Agreement, the term “Affiliates” includes any corporation, company or other entity whose outstanding shares or securities are, now or hereafter, owned or controlled, directly or indirectly, by the Company and any partnership, joint venture, unincorporated association or limited liability company in which the Company has a direct or indirect ownership interest, or which are under common ownership or control with the Company.

2.Employment Term.  The parties agree that the Executive’s employment with the Company will be “at-will” employment and may be terminated at any time with or without cause or notice, subject to the terms of Section 6, below.  The Executive understands and agrees that neither her job performance nor promotions, commendations, bonuses or the like from the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of her employment with the Company.  The period of the Executive’s employment under this Agreement is referred to herein as the “Employment Term.”

3.Base Salary.  For all services rendered by the Executive and all covenants and conditions undertaken by him pursuant to this Agreement, the Company shall pay the Executive in accordance with its normal payroll practices (but not less frequently than monthly) an annual base salary of Eighty Two Thousand Dollars ($82,000), less applicable withholdings (the “Base Salary”).  Such Base Salary shall be reviewed from time-to-time but not less than annually by the Board, which shall make recommendations to adjust the Base Salary, if necessary, based upon appropriate applicable performance metrics.

4.Benefits.

(a)Vacation.  Executive will accrue paid vacation in accordance with the Company’s vacation policy for senior executive officers.  In the event of termination for any reason, the Company shall pay Executive for all accrued but unearned vacation time.

(b)Supplemental Health Insurance. During the Employment Term, the Company shall pay all costs and expenses relating to Executive’s supplemental health insurance provided through Health Net, Inc.

5.Business Expenses.  During the Employment Term, the Company will reimburse Executive for reasonable expenses incurred by Executive related to the performance of Executive’s duties under this Agreement.  Such expenses will be paid to Executive in accordance with the Company’s policies with respect to documentation and reimbursement of such expenses.  In agreeing to reimburse these expenses, the Company is not providing Executive any tax advice.  To the extent any taxes are owed by Executive concerning any such expenses pursuant to applicable law, Executive agrees to pay all such taxes and to indemnify and hold harmless the Company from any claim, demand, penalty, fine, damages, costs, fees or assessment arising from a failure to pay such taxes to the maximum extent allowed by law.

6.Termination of Employment.

(a)The Employment Term and Executive’s employment hereunder may be terminated by either the Company or Executive at any time and for any reason; provided that,

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unless otherwise provided herein, either party shall be required to give the other party at least thirty (30) days advance written notice of any termination of Executive’s employment. Upon termination of Executive’s employment during the Employment Term, Executive shall receive (i) all Base Salary accrued and unpaid as of the date of termination; (ii) any unreimbursed business expenses incurred by Executive on the Company’s behalf; (iii) any unpaid accrued vacation; and (iv) any other amounts required to be paid under any benefit plan or program in which Executive participates or any other amounts mandated by law.

(b)Reduction or Non-Payment of Executive’s Base Salary due to Executive’s Disability. If the Company reduces the amount of Executive’s Base Salary or does not pay Executive’s Base Salary pursuant to the Company’s regular payroll practices due to Executive’s Disability (as defined below), the Promissory Note shall become due and payable according to the terms and conditions set forth therein.  “Disability” shall mean Executive’s inability, due to physical or mental incapacity, to perform the essential functions of her job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period or one hundred twenty (120) consecutive days.  Any question as to the existence of Executive’s Disability as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of this Agreement and the Promissory Note.

(c)Return of Property.  Executive agrees that all property (including without limitation, all equipment, tangible proprietary information, documents, spreadsheets, records, notes, contracts and computer-generated materials, furnished to or created or prepared by Executive incident to Executive’s employment belongs to the Company and shall be promptly returned to the Company upon termination of Executive’s employment. The parties acknowledge that Executive may use personal property such as laptops, computers, cell phones, printers, etc.) in the performance of her duties hereunder. To the extent Executive uses her personal property as described, Company acknowledges that such property is the personal property of Executive and Company asserts no ownership interest in or claim to such property.  Upon termination of this Agreement and Executive’s employment hereunder, Executive shall retain her personal property; provided, however, that all Company property described in this paragraph that may be contained on such laptops, computers, cell phones, etc., shall be removed from all such devices.

7.Confidential Information.  Executive acknowledges that because of the Executive’s position with the Company, Executive will have access to Confidential Information (as defined below) of the Company.  Accordingly, Executive hereby agrees that, during her employment and at all times thereafter, she will hold the Confidential Information of the Company in strict confidence and will neither use (for himself or any third party) the information nor furnish, make available or disclose it to anyone, except to the extent necessary to carry out her responsibilities as an employee of the Company or as specifically authorized in writing by a duly authorized officer of the Company other than Executive.  As used in this Agreement, “Confidential Information”

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means any information relating to the business or affairs of the Company and its Affiliates which is of a nature generally considered confidential or proprietary in the industry, including, but not limited to, this Agreement, information relating to financial statements, spreadsheets, operations manuals, systems manuals, customer identities, customer profiles, customer preferences, partner or investor identities, employees, suppliers, project designs, project methods, advertising programs, advertising techniques, target markets, servicing methods, equipment, programs, strategies and information, market analyses, profit margins, past, current or future marketing strategies, or any other proprietary information used by the Company or its Affiliates; provided, however, that Confidential Information shall not include any information which Executive possessed prior to any receipt thereof from the Company, is in the public domain, or which becomes known to the recipient thereof independently from any act on the part of Executive.  Executive acknowledges that the Confidential Information is vital, sensitive, confidential and proprietary to the Company and that she is under a contractual and common law duty to not disclose the Confidential Information to any third party at any time; provided that Executive may be compelled under applicable law to disclose Confidential Information so long as such disclosure does not exceed the extent of disclosure required by such applicable law.  Executive shall provide written notice of any such order to the Board and an authorized officer of the Company within twenty-four (24) hours of receiving such order compelling the disclosure of Confidential Information, but in any event sufficiently in advance of making any disclosure to permit the Company to contest the order or seek confidentiality protections, as determined in the Company’s sole discretion. Executive acknowledges and agrees that her non-disclosure obligation applies to all Confidential Information of the Company acquired during the course of her employment with the Company, no matter when she obtained knowledge of or access to such Confidential Information.  Executive further acknowledges that the Company would not employ him or provide him with access to its Confidential Information, but for her promises and covenants contained in this Section 7 and elsewhere in this Agreement.

8.Non-Solicitation.

(a)Non-Solicitation.  During the term of Executive’s employment and for eighteen (18) months thereafter (the “Non-Solicitation Period”), Executive shall not directly or indirectly (i) divert or attempt to divert from the Company (or any Affiliate) any business of any kind, including without limitation the solicitation of or interference with any of its customers, clients, members, business partners or suppliers or (ii) solicit, induce, recruit or encourage any person employed by or otherwise providing services to the Company to terminate her or her employment or services.

(b)Tolling of Covenants.  If it is judicially determined that Executive has violated any of her obligations under this Agreement, then the Non-Solicitation Period will automatically be extended by a period of time equal in length to the period during which such violation or violations occurred.

(c)Executive’s Acknowledgments.  Executive acknowledges that the obligations of the Executive under this Section 8 are reasonable in the context of the nature of the Restricted Business and the competitive injuries likely to be sustained by the Company if the

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Executive were to violate such obligations, and are no broader than are necessary to protect the legitimate business interests of the Company.  The Executive further acknowledges that the Company would not have employed the Executive in the absence of this Section 8 and the other covenants and representations and warranties of Executive made herein, which the Executive acknowledges constitutes good, valuable and sufficient consideration.

(d)Specific Performance.  The parties agree (i) that it is impossible to measure in money the damages that will accrue to the Company if the Executive fails to perform her obligations under this Section 8, (ii) that failure by the Executive to perform such obligations may result in irreparable damage to the Company, and (iii) that specific performance of the Executive’s obligations may, therefore, be obtained by suit in equity.  The Executive therefore agrees that, in addition to any other rights or remedies that the Company may have at law or in equity, temporary and permanent injunctive relief may be granted in any proceeding that may be brought to enforce any provision contained in this Section 8, without the requirement of posting any bond or the necessity of proof of actual damage.  Without limiting the generality of the preceding sentence, the Company shall be entitled to an injunction from any federal or state court located in the City of Las Vegas, State of Nevada restraining the Executive from committing or continuing any violation of this Section 8.  The Executive will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the Company has or had an adequate remedy at law.

9.Dispute Resolution.  All disputes and controversies arising out of or in connection with this Agreement, the Executive’s employment with the Company, or the transactions contemplated hereby shall be resolved exclusively by the state and federal courts located in City of Las Vegas in the State of Nevada, and each party hereto agrees to submit to the jurisdiction of said courts and agrees that venue shall lie exclusively with such courts.  Each party hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which such party may raise now, or hereafter have, to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum.  Each party agrees that, to the fullest extent permitted by applicable law, a final judgment in any such suit, action, or proceeding brought in such a court shall be conclusive and binding upon such party, and may be enforced in any court of the jurisdiction in which such party is or may be subject by a suit upon such judgment.

10.WAIVER OF RIGHT TO JURY TRIAL.  TO THE EXTENT PERMITTED BY LAW, EACH PARTY HEREBY WAIVES ITS RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE EXECUTIVE’S EMPLOYMENT BY THE COMPANY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.  EACH PARTY HEREBY AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.  WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM

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OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT, OR ANY PROVISION HEREOF.  THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

11.No Conflicting Agreements.  The Executive hereby represents and warrants to the Company that she is not a party to or subject to any restrictive covenants, legal restrictions or other agreements in favor of any entity or person that would in any way preclude, inhibit, impair or limit the Executive’s ability to perform her obligations under this Agreement, and that her execution of this Agreement and the performance of her obligations hereunder will not breach or be in conflict with any other agreements to which she may be a party, in each case including but not limited to employment agreements, confidentiality agreements, noncompetition agreements, and non-solicitation agreements.  The Executive agrees that she will not use for the benefit of the Company any proprietary information of a third party without such third party’s consent.

12.Binding Effect; Assignment.  The performance of Executive is personal hereunder, and Executive agrees that Executive shall have no right to assign and shall not assign or purport to assign any rights or obligations under this Agreement.  This Agreement may be assigned or transferred by the Company and nothing in this Agreement shall prevent the consolidation, merger or sale of the Company or a sale of any or all or substantially all of its assets.  Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, legal representatives, successors, and permitted assigns, and shall not benefit any person or entity other than those specifically enumerated in this Agreement.

13.Taxes; Withholdings.  All amounts paid under this Agreement (including, without limitation, Base Salary) shall be paid less all applicable state and federal tax withholdings and any other withholdings required by any applicable jurisdiction.

14.Miscellaneous.

(a)Notice.  All notices or other communications given or made hereunder shall be in writing and shall be deemed duly given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) day after deposit with a nationally recognized overnight courier service, specifying next day delivery, with written verification of receipt.  All communications shall be sent to the party’s address set forth on the signature page below, or at such other address as such party may designate by ten (10) days advance written notice to the other parties in accordance with this Section 14(a).

(b)Severability.  Each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provisions of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

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(c)Entire Agreement; Modification.  This Agreement sets forth the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all other agreements and understandings, written or oral, between the parties hereto with respect to the subject matter hereof.  This Agreement shall not be amended, modified or changed except by an instrument in writing signed by the parties hereto.

(d)Authorization, Execution and Delivery.  The execution and delivery of this Agreement by the Company and the performance of its obligations hereunder have been duly authorized by all necessary corporate action, including by the Compensation Committee of the Company’s Board, and in accordance with all applicable laws. The Company has duly executed and delivered this Agreement.

(e)Waiver.  A waiver of the breach of any term or condition of this Agreement shall not be deemed to constitute a waiver of any subsequent breach of the same or any other term or condition.

(f)Controlling Law.  This Agreement will be governed by the laws of the State of Nevada without regard to conflicts of laws principles, except where preemptive federal law governs.

(g)Voluntary Agreement.  Executive and the Company represent and agree that each has reviewed all aspects of this Agreement, has carefully read and fully understands all provisions of this Agreement, and is voluntarily entering into this Agreement.  Each party represents and agrees that such party has had the opportunity to review any and all aspects of this Agreement, with the legal, tax and other advisor and advisors of such party’s choice before executing this Agreement, and have been fully advised as to same. Executive acknowledges that the Company has made no representations or warranties to Executive concerning the terms, enforceability or implications of this Agreement other than as are reflected in this Agreement.  This Agreement has been fully and freely negotiated by the parties hereto, shall be considered as having been drafted jointly by the parties hereto, and shall be interpreted and construed as if so drafted, without construction in favor of or against any party on account of its or her participation in the drafting hereof.

(h)Counterparts.  The parties may execute this Agreement in one or more counterparts, all of which together shall constitute but one Agreement.

(i)Warranty of Authority.  The parties hereto, and each and all of them, collectively and individually as to each said party, represent and declare that each of the persons executing this Agreement is and will be empowered and authorized to do so.

[SIGNATURES TO FOLLOW]

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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first above written.

“COMPANY”

MEDIZONE INTERNATIONAL, INC.,

a Nevada corporation

By:  /s/ Boyd G. Evans                                 

Boyd G. Evans, Chief Financial Officer

Address: 4000 Bridgeway, Suite 401

Sausalito, CA 94965 Attn:  Chief Executive Officer

Phone:  415-331-0303Fax:  

“EXECUTIVE”

         /s/ Jill Marshall NMD                          

DR. JILL MARSHALL

Address: PO Box 742 Stinson Beach, CA 94970

Phone: 415-868-0300                                           Email: drjillnmd@yahoo.com                         

Fax: 

EXHIBIT A

PROMISSORY NOTE

(attached separately)

EX-10.3

Exhibit 10.3

PROMISSORY NOTE

$1,065,189.00 July 6, 2016

This PROMISSORY NOTE (this “Note”) is made as of July 6, 2016 between MEDIZONE INTERNATIONAL, INC., a Nevada corporation (“Maker”) and EDWIN MARSHALL (“Holder”).

WHEREAS, Holder has served as the Chief Executive Officer of Maker since April 1998 and is a party to that certain Executive Employment Agreement, dated July 6, 2016, by and between Maker and Holder (“Employment Agreement”); and

WHEREAS, Maker owes Holder One Million Sixty Five Thousand One Hundred Eighty Nine Dollars ($1,065,189.00) in accrued and unpaid wages (the “Principal Amount”); and

WHEREAS, Holder and Maker desire to execute this Note for the payment of the Principal Amount as provided herein.

IN CONSIDERATION of amounts owed hereunder, and for other good and valuable consideration, the receipt of which is hereby acknowledged, Maker hereby promises to pay to the order of Holder, in lawful money of the United States, the Principal Amount, together with accrued interest and all other charges, owed under the terms of this Note as hereinafter set forth.

1.Payments; Method of Payment; Definitions.

(a)The Principal Amount shall be due and payable beginning on the first to occur of the following events: (a) Change in Control (as defined below), (b) Executive’s death or (c) Executive’s Disability (as defined below) or the failure to pay Executive’s base salary in accordance with the terms and conditions of the Employment Agreement, because of Executive’s Disability (as defined below) (each, a “Trigger Event”).

(b)Upon the occurrence of a Trigger Event, the Principal Amount and any accrued and unpaid interest shall be paid to Holder by wire transfer of immediately available funds to Holder’s account at a bank specified by Holder in writing to Maker either (i) in equal installments of Fourteen Thousand Dollars ($14,000.00) each to be paid on the last date of each month commencing on the first such date to occur after the occurrence of the Trigger Event and continuing until this Note is satisfied and paid in full or (ii) in one lump sum payment of the Principal Amount within fifteen (15) days of the occurrence of such Trigger Event.  Whenever any payment to be made hereunder shall be due on a day that is not a business day, such payment shall be made on the next succeeding business day and such extension will be taken into account in calculating the amount of interest payable under this Note.

(c)All payments hereunder shall be applied in the following order: (i) to any collection costs Holder may have incurred in procuring Maker’s performance on this Note; (ii) to the outstanding interest which has accrued on the balance of the Note; and (iii) to the outstanding Principal Amount of the Note.

(d)Definitions.

(i)“Change in Control”: shall mean the occurrence of any of the following after the Effective Date: (A) one person (or more than one person acting as a group) acquires ownership of stock of the Company that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation; provided that, a Change in Control shall not occur if any person (or more than one person acting as a group) owns more than 50% of the total fair market value or total voting power of the Company’s stock and acquires additional stock; (B) one person (or more than one person acting as a group) acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition) ownership of the Company's stock possessing 30% or more of the total voting power of the stock of such corporation; (C) a majority of the members of the Board are replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the Board before the date of appointment or election; or (D) the sale of all or substantially all of the Company's assets. Notwithstanding the foregoing, a Change in Control shall not occur unless such transaction constitutes a change in the ownership of the Company, a change in effective control of the Company, or a change in the ownership of a substantial portion of the Company's assets under Section 409A of the Internal Revenue Code of 1986 (“Section 409A”).

(ii)“Disability” shall mean Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period or one hundred twenty (120) consecutive days.  Any question as to the existence of Executive’s Disability as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of this Note and the Employment Agreement.

2.Default.  The occurrence of any of the following shall constitute an event of default hereunder (each, an “Event of Default”):

(a)Maker fails to pay all or any of the payments within five (5) days after the date such payment becomes due and payable in accordance with Section 1 above;

(b)the Maker commences any case, proceeding or other action (i) under any existing or future law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (ii) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Maker makes a general assignment for the benefit of its creditors;

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(c)there is commenced against Maker any case, proceeding or other action which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged or unbonded for a period of 15 days;

(d)there is commenced against Maker any case, proceeding or other action seeking issuance of a warrant of attachment, execution or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, or stayed or bonded pending appeal within 15 days from the entry thereof;

(e)Maker takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (b) or (c) above; or

(f)Maker is generally not, or is unable to, or admits in writing its inability to, pay its debts as they become due.

3.Remedies.  Upon the occurrence and continuance of an Event of Default, Holder may (a) without further notice or demand (which are hereby waived by Maker), declare the entire unpaid Principal Amount and all accrued but unpaid interest on this Note immediately due and payable, and (b) proceed to protect and enforce Holder’s rights, powers or remedies under applicable Law.

4.Interest Rate; Default Rate. Upon the occurrence of a Trigger Event, interest shall accrue on the unpaid balance of this Note at a rate of two percent (2%) per annum.  Upon the occurrence of an Event of Default, all obligations under this Note shall bear interest, until paid in full, at a rate of five percent (5%) per annum.  All computations of interest shall be made on the basis of a year of 365 days, and the actual number of days elapsed.

5.Representations and Warranties. Maker hereby represents and warrants to the Noteholder on the date hereof as follows:

(a)Existence.  Maker is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its jurisdiction of organization.

(b)Power and Authority.  Maker has the power and authority, and the legal right, to execute and deliver this Note and to perform its obligations hereunder.

(c)Authorization, Execution and Delivery.  The execution and delivery of this Note by Maker and the performance of its obligations hereunder have been duly authorized by all necessary corporate action, including by the Compensation Committee of Maker’s Board of Directors, and in accordance with all applicable laws. Maker has duly executed and delivered this Note.

(d)No Approvals. No consent or authorization of, filing with, notice to or other act by, or in respect of, any governmental authority or any other person is required in order for Maker to execute, deliver, or perform any of its obligations under this Note.

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(e)No Violations. The execution and delivery of this Note and the consummation by Maker of the transactions contemplated hereby do not and will not (i) violate any provision of Maker’s organizational documents; (ii) violate any law or order applicable to Maker or by which any of its properties or assets may be bound; or (iii) constitute a default under any material agreement or contract by which Maker may be bound.

(f)Enforceability. The Note is a valid, legal and binding obligation of Maker, enforceable against Maker in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

6.Prepayment.  Maker may prepay the entire outstanding Principal Amount, together with all accrued but unpaid interest and any other charges and fees payable under this Note, at any time without any prepayment penalty, additional fees or prior notice.

7.Cumulative Rights.  No failure to exercise and no delay in exercising on the part of the Holder, of any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

8.Governing Law.  This Note will be governed by, and construed in accordance with, the internal laws of the State of Nevada regardless of the laws that might otherwise govern under applicable principles of conflict of laws.

9.Severability.  If any provision of this Note shall be held to be unenforceable by a court of competent jurisdiction, such provisions shall be severed from this Note and the remainder of this Note shall continue in full force and effect.

10.Notices. All notices, requests or other communications required or permitted to be delivered hereunder shall be delivered in writing to such address as a party may from time to time specify in writing.  Notices if (a) mailed by certified or registered mail or sent by hand or overnight courier service shall be deemed to have been given when received, (b) sent by facsimile during the recipient's normal business hours shall be deemed to have been given when sent (and if sent after normal business hours shall be deemed to have been given at the opening of the recipient’s business on the next business day) and (c) sent by e-mail shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgment)..

11.Successors and Assigns.  Maker may not assign or transfer this Note or any of its rights hereunder without the prior written consent of Holder.  This Note shall inure to the benefit of, and be binding upon, Maker and its permitted assigns.

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12.Amendment.  No term of this Note may be waived, modified or amended except by an instrument in writing signed by both of the parties hereto. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.

13.Waiver of Notice. Maker hereby waives presentment, demand for payment, protest, notice of dishonor, notice of protest or nonpayment, notice of acceleration and diligence in connection with the enforcement of this Note or the taking of any action to collect sums owing hereunder.

[Signature page follows immediately]

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IN WITNESS WHEREOF, the undersigned Maker has executed this Note as of the date first written above.

MEDIZONE INTERNATIONAL, INC.,

a Nevada corporation

By: /s/ Boyd G. Evans                   Name: Boyd G. Evans

Title: Chief Financial Officer

Signature Page to Promissory Note

EX-10.4

Exhibit 10.4

$444,583.00 July 6, 2016

PROMISSORY NOTE 

This PROMISSORY NOTE (this “Note”) is made as of July 6, 2016 between MEDIZONE INTERNATIONAL, INC., a Nevada corporation (“Maker”) and DR. JILL MARSHALL (“Holder”).

WHEREAS, Holder is currently serving as Director of Operations of Maker and is a party to that certain Executive Employment Agreement, dated July 6, 2016, by and between Maker and Holder (“Employment Agreement”); and

WHEREAS, Maker owes Holder Four Hundred Forty Four Thousand Five Hundred and Eighty Three Dollars ($444,583.00) in accrued and unpaid wages (the “Principal Amount”); and

WHEREAS, Holder and Maker desire to execute this Note for the payment of the Principal Amount as provided herein.

IN CONSIDERATION of amounts owed hereunder, and for other good and valuable consideration, the receipt of which is hereby acknowledged, Maker hereby promises to pay to the order of Holder, in lawful money of the United States, the Principal Amount, together with accrued interest and all other charges, owed under the terms of this Note as hereinafter set forth.

1.Payments; Method of Payment; Definitions.

(a)The Principal Amount shall be due and payable beginning on the first to occur of the following events: (a) Change in Control (as defined below), (b) Executive’s death or (c) Executive’s Disability (as defined below) or the failure to pay Executive’s base salary in accordance with the terms and conditions of the Employment Agreement, because of Executive’s Disability (as defined below) (each, a “Trigger Event”).

(b)Upon the occurrence of a Trigger Event, the Principal Amount and any accrued and unpaid interest shall be paid to Holder by wire transfer of immediately available funds to Holder’s account at a bank specified by Holder in writing to Maker either (i) in equal installments of Fourteen Thousand Dollars ($14,000.00) each to be paid on the last date of each month commencing on the first such date to occur after the occurrence of the Trigger Event and continuing until this Note is satisfied and paid in full or (ii) in one lump sum payment of the Principal Amount within fifteen (15) days of the occurrence of such Trigger Event.  Whenever any payment to be made hereunder shall be due on a day that is not a business day, such payment shall be made on the next succeeding business day and such extension will be taken into account in calculating the amount of interest payable under this Note.

(c)All payments hereunder shall be applied in the following order: (i) to any collection costs Holder may have incurred in procuring Maker’s performance on this Note; (ii) to the outstanding interest which has accrued on the balance of the Note; and (iii) to the outstanding Principal Amount of the Note.

(d)Definitions.

(i)“Change in Control”: shall mean the occurrence of any of the following after the Effective Date: (A) one person (or more than one person acting as a group) acquires ownership of stock of the Company that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation; provided that, a Change in Control shall not occur if any person (or more than one person acting as a group) owns more than 50% of the total fair market value or total voting power of the Company’s stock and acquires additional stock; (B) one person (or more than one person acting as a group) acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition) ownership of the Company's stock possessing 30% or more of the total voting power of the stock of such corporation; (C) a majority of the members of the Board are replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the Board before the date of appointment or election; or (D) the sale of all or substantially all of the Company's assets. Notwithstanding the foregoing, a Change in Control shall not occur unless such transaction constitutes a change in the ownership of the Company, a change in effective control of the Company, or a change in the ownership of a substantial portion of the Company's assets under Section 409A of the Internal Revenue Code of 1986 (“Section 409A”).

(ii)“Disability” shall mean Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period or one hundred twenty (120) consecutive days.  Any question as to the existence of Executive’s Disability as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of this Note and the Employment Agreement.

2.Default.  The occurrence of any of the following shall constitute an event of default hereunder (each, an “Event of Default”):

(a)Maker fails to pay all or any of the payments within five (5) days after the date such payment becomes due and payable in accordance with Section 1 above;

(b)the Maker commences any case, proceeding or other action (i) under any existing or future law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (ii) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Maker makes a general assignment for the benefit of its creditors;

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(c)there is commenced against Maker any case, proceeding or other action which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged or unbonded for a period of 15 days;

(d)there is commenced against Maker any case, proceeding or other action seeking issuance of a warrant of attachment, execution or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, or stayed or bonded pending appeal within 15 days from the entry thereof;

(e)Maker takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (b) or (c) above; or

(f)Maker is generally not, or is unable to, or admits in writing its inability to, pay its debts as they become due.

3.Remedies.  Upon the occurrence and continuance of an Event of Default, Holder may (a) without further notice or demand (which are hereby waived by Maker), declare the entire unpaid Principal Amount and all accrued but unpaid interest on this Note immediately due and payable, and (b) proceed to protect and enforce Holder’s rights, powers or remedies under applicable Law.

4.Interest Rate; Default Rate. Upon the occurrence of a Trigger Event, interest shall accrue on the unpaid balance of this Note at a rate of two percent (2%) per annum.  Upon the occurrence of an Event of Default, all obligations under this Note shall bear interest, until paid in full, at a rate of five percent (5%) per annum.  All computations of interest shall be made on the basis of a year of 365 days, and the actual number of days elapsed.

5.Representations and Warranties. Maker hereby represents and warrants to the Noteholder on the date hereof as follows:

(a)Existence.  Maker is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its jurisdiction of organization.

(b)Power and Authority.  Maker has the power and authority, and the legal right, to execute and deliver this Note and to perform its obligations hereunder.

(c)Authorization, Execution and Delivery.  The execution and delivery of this Note by Maker and the performance of its obligations hereunder have been duly authorized by all necessary corporate action, including by the Compensation Committee of Maker’s Board of Directors, and in accordance with all applicable laws. Maker has duly executed and delivered this Note.

(d)No Approvals. No consent or authorization of, filing with, notice to or other act by, or in respect of, any governmental authority or any other person is required in order for Maker to execute, deliver, or perform any of its obligations under this Note.

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(e)No Violations. The execution and delivery of this Note and the consummation by Maker of the transactions contemplated hereby do not and will not (i) violate any provision of Maker’s organizational documents; (ii) violate any law or order applicable to Maker or by which any of its properties or assets may be bound; or (iii) constitute a default under any material agreement or contract by which Maker may be bound.

(f)Enforceability. The Note is a valid, legal and binding obligation of Maker, enforceable against Maker in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

6.Prepayment.  Maker may prepay the entire outstanding Principal Amount, together with all accrued but unpaid interest and any other charges and fees payable under this Note, at any time without any prepayment penalty, additional fees or prior notice.

7.Cumulative Rights.  No failure to exercise and no delay in exercising on the part of the Holder, of any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

8.Governing Law.  This Note will be governed by, and construed in accordance with, the internal laws of the State of Nevada regardless of the laws that might otherwise govern under applicable principles of conflict of laws.

9.Severability.  If any provision of this Note shall be held to be unenforceable by a court of competent jurisdiction, such provisions shall be severed from this Note and the remainder of this Note shall continue in full force and effect.

10.Notices. All notices, requests or other communications required or permitted to be delivered hereunder shall be delivered in writing to such address as a party may from time to time specify in writing.  Notices if (a) mailed by certified or registered mail or sent by hand or overnight courier service shall be deemed to have been given when received, (b) sent by facsimile during the recipient's normal business hours shall be deemed to have been given when sent (and if sent after normal business hours shall be deemed to have been given at the opening of the recipient’s business on the next business day) and (c) sent by e-mail shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgment)..

11.Successors and Assigns.  Maker may not assign or transfer this Note or any of its rights hereunder without the prior written consent of Holder.  This Note shall inure to the benefit of, and be binding upon, Maker and its permitted assigns.

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12.Amendment.  No term of this Note may be waived, modified or amended except by an instrument in writing signed by both of the parties hereto. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.

13.Waiver of Notice. Maker hereby waives presentment, demand for payment, protest, notice of dishonor, notice of protest or nonpayment, notice of acceleration and diligence in connection with the enforcement of this Note or the taking of any action to collect sums owing hereunder.

[Signature page follows immediately]

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IN WITNESS WHEREOF, the undersigned Maker has executed this Note as of the date first written above.

MEDIZONE INTERNATIONAL, INC.,

a Nevada corporation

By: /s/ Boyd G. Evans               Name: Boyd G. Evans

Title: Chief Financial Officer

Signature Page to Promissory Note

EX-10.5

Exhibit 10.5

$111,109.00 July 6, 2016

PROMISSORY NOTE

This PROMISSORY NOTE (this “Note”) is made as of July 6, 2016 between MEDIZONE INTERNATIONAL, INC., a Nevada corporation (“Maker”) and DR. MICHAEL SHANNON (“Holder”).

WHEREAS, Holder is currently serving as Director of Medical Affairs and President of Maker; and

WHEREAS, Maker owes Holder One Hundred Eleven Thousand One Hundred Nine Dollars ($111,109.00) in accrued and unpaid wages (the “Principal Amount”); and

WHEREAS, Holder and Maker desire to execute this Note for the payment of the Principal Amount as provided herein.

IN CONSIDERATION of amounts owed hereunder, and for other good and valuable consideration, the receipt of which is hereby acknowledged, Maker hereby promises to pay to the order of Holder, in lawful money of the United States, the Principal Amount, together with accrued interest and all other charges, owed under the terms of this Note as hereinafter set forth.

1.Payments; Method of Payment; Definitions.

(a)The Principal Amount shall be due and payable beginning on the first to occur of the following events: (a) Change in Control (as defined below), (b) Executive’s death or (c) Executive’s Disability (as defined below) (as defined below) (each, a “Trigger Event”).

(b)Upon the occurrence of a Trigger Event, the Principal Amount and any accrued and unpaid interest shall be paid to Holder by wire transfer of immediately available funds to Holder’s account at a bank specified by Holder in writing to Maker either (i) in equal installments of Four Thousand Dollars ($4,000.00) each to be paid on the last date of each month commencing on the first such date to occur after the occurrence of the Trigger Event and continuing until this Note is satisfied and paid in full or (ii) in one lump sum payment of the Principal Amount within fifteen (15) days of the occurrence of such Trigger Event.  Whenever any payment to be made hereunder shall be due on a day that is not a business day, such payment shall be made on the next succeeding business day and such extension will be taken into account in calculating the amount of interest payable under this Note.

(c)All payments hereunder shall be applied in the following order: (i) to any collection costs Holder may have incurred in procuring Maker’s performance on this Note; (ii) to the outstanding interest which has accrued on the balance of the Note; and (iii) to the outstanding Principal Amount of the Note.

(d)Definitions.

(i)“Change in Control”: shall mean the occurrence of any of the following after the Effective Date: (A) one person (or more than one person acting as a group) acquires ownership of stock of the Company that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation; provided that, a Change in Control shall not occur if any person (or more than one person acting as a group) owns more than 50% of the total fair market value or total voting power of the Company’s stock and acquires additional stock; (B) one person (or more than one person acting as a group) acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition) ownership of the Company's stock possessing 30% or more of the total voting power of the stock of such corporation; (C) a majority of the members of the Board are replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the Board before the date of appointment or election; or (D) the sale of all or substantially all of the Company's assets. Notwithstanding the foregoing, a Change in Control shall not occur unless such transaction constitutes a change in the ownership of the Company, a change in effective control of the Company, or a change in the ownership of a substantial portion of the Company's assets under Section 409A of the Internal Revenue Code of 1986 (“Section 409A”).

(ii)“Disability” shall mean Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period or one hundred twenty (120) consecutive days.  Any question as to the existence of Executive’s Disability as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of this Note.

2.Default.  The occurrence of any of the following shall constitute an event of default hereunder (each, an “Event of Default”):

(a)Maker fails to pay all or any of the payments within five (5) days after the date such payment becomes due and payable in accordance with Section 1 above;

(b)the Maker commences any case, proceeding or other action (i) under any existing or future law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (ii) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Maker makes a general assignment for the benefit of its creditors;

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(c)there is commenced against Maker any case, proceeding or other action which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged or unbonded for a period of 15 days;

(d)there is commenced against Maker any case, proceeding or other action seeking issuance of a warrant of attachment, execution or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, or stayed or bonded pending appeal within 15 days from the entry thereof;

(e)Maker takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (b) or (c) above; or

(f)Maker is generally not, or is unable to, or admits in writing its inability to, pay its debts as they become due.

3.Remedies.  Upon the occurrence and continuance of an Event of Default, Holder may (a) without further notice or demand (which are hereby waived by Maker), declare the entire unpaid Principal Amount and all accrued but unpaid interest on this Note immediately due and payable, and (b) proceed to protect and enforce Holder’s rights, powers or remedies under applicable Law.

4.Interest Rate; Default Rate. Upon the occurrence of a Trigger Event, interest shall accrue on the unpaid balance of this Note at a rate of two percent (2%) per annum.  Upon the occurrence of an Event of Default, all obligations under this Note shall bear interest, until paid in full, at a rate of five percent (5%) per annum.  All computations of interest shall be made on the basis of a year of 365 days, and the actual number of days elapsed.

5.Representations and Warranties. Maker hereby represents and warrants to the Noteholder on the date hereof as follows:

(a)Existence.  Maker is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its jurisdiction of organization.

(b)Power and Authority.  Maker has the power and authority, and the legal right, to execute and deliver this Note and to perform its obligations hereunder.

(c)Authorization, Execution and Delivery.  The execution and delivery of this Note by Maker and the performance of its obligations hereunder have been duly authorized by all necessary corporate action, including by the Compensation Committee of Maker’s Board of Directors, and in accordance with all applicable laws. Maker has duly executed and delivered this Note.

(d)No Approvals. No consent or authorization of, filing with, notice to or other act by, or in respect of, any governmental authority or any other person is required in order for Maker to execute, deliver, or perform any of its obligations under this Note.

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(e)No Violations. The execution and delivery of this Note and the consummation by Maker of the transactions contemplated hereby do not and will not (i) violate any provision of Maker’s organizational documents; (ii) violate any law or order applicable to Maker or by which any of its properties or assets may be bound; or (iii) constitute a default under any material agreement or contract by which Maker may be bound.

(f)Enforceability. The Note is a valid, legal and binding obligation of Maker, enforceable against Maker in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

6.Prepayment.  Maker may prepay the entire outstanding Principal Amount, together with all accrued but unpaid interest and any other charges and fees payable under this Note, at any time without any prepayment penalty, additional fees or prior notice.

7.Cumulative Rights.  No failure to exercise and no delay in exercising on the part of the Holder, of any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

8.Governing Law.  This Note will be governed by, and construed in accordance with, the internal laws of the State of Nevada regardless of the laws that might otherwise govern under applicable principles of conflict of laws.

9.Severability.  If any provision of this Note shall be held to be unenforceable by a court of competent jurisdiction, such provisions shall be severed from this Note and the remainder of this Note shall continue in full force and effect.

10.Notices. All notices, requests or other communications required or permitted to be delivered hereunder shall be delivered in writing to such address as a party may from time to time specify in writing.  Notices if (a) mailed by certified or registered mail or sent by hand or overnight courier service shall be deemed to have been given when received, (b) sent by facsimile during the recipient's normal business hours shall be deemed to have been given when sent (and if sent after normal business hours shall be deemed to have been given at the opening of the recipient's business on the next business day) and (c) sent by e-mail shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgment)..

11.Successors and Assigns.  Maker may not assign or transfer this Note or any of its rights hereunder without the prior written consent of Holder.  This Note shall inure to the benefit of, and be binding upon, Maker and its permitted assigns.

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12.Amendment.  No term of this Note may be waived, modified or amended except by an instrument in writing signed by both of the parties hereto. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.

13.Waiver of Notice. Maker hereby waives presentment, demand for payment, protest, notice of dishonor, notice of protest or nonpayment, notice of acceleration and diligence in connection with the enforcement of this Note or the taking of any action to collect sums owing hereunder.

[Signature page follows immediately]

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IN WITNESS WHEREOF, the undersigned Maker has executed this Note as of the date first written above.

MEDIZONE INTERNATIONAL, INC.,

a Nevada corporation

By:  /s/ Boyd G. Evans                   Name: Boyd G. Evans

Title: Chief Financial Officer

Signature Page to Promissory Note