S-8

As filed with the Securities and Exchange Commission on September 19, 2008  Reg. No. 33

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Medizone International, Inc.

(Exact name of registrant as specified in its charter)

Nevada	87-0412648
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer identification No.)

144 Buena Vista P.O. Box 742

Stinson Beach, CA 94970

Tel: (415) 868-0300

(Address of principal executive offices)

2008 Equity Compensation Plan

(Full title of plan)

Edwin G. Marshall

Chief Executive Officer

144 Buena Vista P.O. Box 742

Stinson Beach, CA 94970

 (Name and address of agent for service)

Tel: (415) 868-0300

(Telephone number, including area code of agent for service)

Copy to:

Michael L. Corrigan, Esq.

11995 El Camino Real, Suite 301

San Diego, CA 92130

(858) 436-3368

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be Registered (1)	Proposed maximum offering price per share	Proposed maximum Aggregate offering Price (2)	Amount of Registration fee
Common Stock ($0.001 par value)	8,000,000	0.04	$320,000	$12.58

(1)  Represents 8,000,000 shares of Common Stock to be issued  as compensation for services rendered.

(2)  Estimated solely for the purpose of determining the amount of registration fee and pursuant to Rules 457(c) and 457(h) of the General Rules and Regulations under the Securities Act of 1933, the proposed maximum offering price per share and the proposed maximum aggregate offering price have been determined on the basis of the average of the bid and asked price as of a specified date within five business days prior to the date of filing of the registration statement.

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Medizone International, Inc.

144 Buena Vista P.O. Box 742

Stinson Beach, CA 94970

(415) 868-0300

(8,000,000 SHARES OF COMMON STOCK)

This Prospectus relates to the offer and sale by Medizone International, Inc., a Nevada corporation (the “Company”) of shares of its $0.001 par value common stock (the “Common Stock”) pursuant to its 2008 Equity Compensation Plan whereby certain individuals receive stock in lieu of cash to incentivize their continued involvement in the Company. The Company is registering hereunder and then issuing upon receipt of adequate consideration  to Employees, Officers, Directors or Consultants up to 8,000,000 shares of the Common Stock in consideration for services rendered and/or to be rendered and payments made under the 2008 Equity Compensation Plan.

The Common Stock is not subject to any restriction on transferability. Recipients of shares other than persons who are affiliates of the Company within the meaning of the Securities Act of 1933, as amended, (the “Securities Act”) may sell all or part of the shares in any way permitted by law including sales in the over-the-counter market at prices prevailing at the time of such sale. Shares registered hereunder are being sold to both affiliates and non-affiliates of the Company. An affiliate is, summarily, any director, executive, officer or controlling shareholder of the Company. The affiliates of the Company may become subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) which would limit their discretion in transferring the shares acquired in the Company.  If an individual that is currently not an affiliate becomes an affiliate of the Company in the future, then he would be subject to Section I (b) of the Exchange Act (See General Information - --- Restrictions on Resale).

The Common Stock is listed under the symbol MZEI.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is September 19, 2008.

This Prospectus is not part of any Registration Statement, which has been filed and  effective under the Securities Act of 1933, as amended, and does not contain all of the information set forth in the Registration Statement, certain portions of which have been offered pursuant to the rules and regulations promulgated by the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act. The statements in this Prospectus as to the contents of any contracts or other documents filed as an exhibit to either the Registration Statement or other filings of the Company with the Commission are qualified in their entirety by the reference thereto.

A copy of any document or part thereof incorporated by reference in this Prospectus, but not delivered herewith, will be furnished without charge upon written or oral request. Requests should be addressed to: Medizone International, Inc., 144 Buena Vista P.O. Box 742 Stinson Beach, CA 94970, telephone (415) 868-0300.

The Company is subject to the reporting requirements of the Exchange Act and in accordance therewith files reports and other information with the Commission. These reports, as well as the proxy statements, information statements and other information filed by the Company under the Exchange Act, may be reviewed and copied at the public reference facilities maintained by the Commission at 450 Fifth Street N.C. Washington D.C. 20549. Copies may be obtained at the prescribed rates. In addition the Common Stock is quoted on the automated quotation system maintained by the National Association of Securities Dealers, Inc. (“NASD”). Thus copies of these reports, proxy statements, information statements and other information may also be examined at the offices of the NASD at 1735 K Street N.W., Washington DC 20549.

No person has been authorized to give any information or to make any representation other than those contained in this Prospectus; if any such information or representation is made it must not be relied upon as having been authorized by the Company. Additionally, this Prospectus does not constitute an offer or a solicitation by anyone in any state in which such is not authorized, in which the person making such solicitation is not qualified, or to any one to whom it is unlawful to make such an offer or solicitation.

Neither the delivery of this Prospectus nor any sale made hereunder shall under any circumstances create any implication that there has not been a change in the affairs of the Company since the date hereof.

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TABLE OF CONTENTS

PART I		Page
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1.	PLAN INFORMATION	4
GENERAL INFORMATION
The Company		4
Purpose		4
Common Stock		4
The Company 2008 Equity Compensation Plan		4
No Restrictions on Transfer		4
Tax Treatment to the Individual		4
Tax Treatment to the Company		5
Restrictions on Resales		5
DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION
ITEM 2.	REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION	5
Legal Opinion and Experts		5
Indemnification of Officers and Directors		5
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3.	INCORPORATION OF DOCUMENTS BY REFERENCE	5
ITEM 4.	DESCRIPTION OF SECURITIES	6
ITEM 5.	INTERESTS OF NAMED EXPERTS AND COUNSEL	6
ITEM 6.	INDEMNIFICATION OF DIRECTORS AND OFFICERS	6
ITEM 7.	EXEMPTION FROM REGISTRATION CLAIMED	7
ITEM 8.	EXHIBITS	7
ITEM 9.	UNDERTAKINGS	7
EXHIBIT	INDEX	9

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participating parties in accordance with Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, (the "Securities Act"). Such document(s) are not being filed with the Commission pursuant to the introductory Note to Part 1 of Form S-8, but constitute (along with the documents incorporated by reference to the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Purpose

The Company, pursuant to its 2008 Equity Compensation Plan, will issue the Common Stock which has been approved by the Board of Directors of the Company (the “Board of Directors”).  The 2008 Equity Compensation Plan is hoped to further provide a method whereby the Company’s current employees, officers, and non-employee directors and consultants may be incentivized and allow the Company to secure and retain highly qualified employees, officers, directors and non-employee directors and consultants, thereby advancing the interest of the Company and all of it’s shareholders.  A copy of the 2008 Equity Compensation Plan has been filed as an exhibit to this Registration Statement.

Common Stock

The Board has authorized the issuance of up to 8,000,000 shares of the Common Stock, pursuant to the Company’s 2008 Equity Compensation Plan upon the effectiveness of the registration statement.

The Company 2008 Equity Compensation Plan

The Company has established a 2008 Equity Compensation Plan which awards stock in an effort to further compensate its existing employees, officers and non-employee directors and consultants to secure their continued employment and attract highly qualified employees and consultants as they are needed.

No Restrictions on Transfer

Upon the granting of the shares, the recipient will become the record and beneficial owner of the shares of Common Stock upon issuance and delivery and is entitled to all of the rights of ownership including the right to vote any shares awarded and to receive ordinary cash dividends on the Common Stock.

Tax Treatment to the Individual Who Acquires Stock

The Common Stock is not qualified under Section 401(a) of the Internal Revenue Code. The recipient of the shares, therefore, will be deemed for federal income tax purposes to recognize ordinary income during the taxable year in which the first of the following events occurs: (a) the shares become freely transferable, or (b) the shares cease to be subject to a substantial risk of forfeiture. Accordingly, the Consultant will receive compensation taxable at ordinary rates equal to the fair market value of the shares on the date of receipt since there will be no substantial risk of forfeiture or other restrictions on transfer. The recipient is urged to consult his tax advisor on this matter. Further, if any recipient is an "affiliate", Section 16(b) of the Exchange Act is applicable and will affect the issue of taxation.

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Item 1.  Plan Information - continued

Tax Treatment to the Company

The amount of income recognized by any recipient hereunder in accordance with the foregoing discussion will be an expense deductible by the Company for federal income tax purposes in the taxable year of the Company during which the recipient recognizes income.

Restrictions on Resales

In the event that an affiliate of the Company acquires shares of Common Stock hereunder, the affiliate will be subject to Section 16(b) of the Exchange Act Further, in the event that any affiliate acquiring shares hereunder has sold or sells any shares of Common Stock in the six months preceding or following the receipt of shares , any so called "profit", as computed under Section 16(b) of the Exchange Act, would be required to be disgorged from the recipient to the Company. Services rendered have been recognized as valid consideration for the "purchase" of shares in connection with the "profit" computation under Section 16(b) of the Exchange Act. The Company has agreed that for the purpose of any "profit" computation under 16(b) the price paid for the Common Stock issued to affiliates is equal to the value of services rendered. Shares of Common Stock acquired hereunder by persons other than affiliates are not subject to Section 16(b) of the Exchange Act.

Item 2.  Registrant Information

A copy of any document or part hereof incorporated by reference in this Registration Statement, but not delivered with this Prospectus, or any document required to be delivered pursuant to Rule 428(b) under the Securities Act, will be furnished without charge upon written or oral request. Requests should be addressed to: 144 Buena Vista P.O. Box 742, Stinson Beach, CA 94970.

Legal Opinions and Experts

Michael L. Corrigan has rendered an opinion on the validity of the securities being registered.  Mr. Corrigan is not an “affiliate” of the Company.

The financial statements of Medizone International, Inc., by reference in the Company's Annual Report (Form 10-KSB) for the period ended December 31, 2007, have been audited by HJ Associates & Consultants, LLP, (independent auditors), as set forth in their report and incorporated herein by reference and reliance upon such report given upon the authority of the firm as experts in auditing and accounting.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

The following documents are incorporated by reference in this registration statement and are not required to be filed with this registration statement:

(a) Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007, filed on June 3, 2008 pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended.

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Item 3.  Incorporation of Documents by Reference - continued

(b) Registrant's quarterly reports on Form 10-QSB for the fiscal quarters ended March 31, 2008 and June 30, 2008, and registrant's current reports on Form 8-K, pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended.

All documents filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement, which indicates that all securities offered hereunder have been sold, or which deregisters all securities then remaining unsold under this registration statement, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities

Not applicable.

Item 5.  Interest of Named Experts and Counsel

Not applicable.

Item 6.  Indemnification of Directors and Officers

Article VII of the registrant's Articles of Incorporation and Article VI of the registrant's By-Laws provide that the registrant shall indemnify a director or officer to the full extent permitted by the Nevada Business Corporations Act as in effect at the time of the conduct by such person. Specifically, the registrant’s By-Laws provide as follows:

Section 4.16. Indemnification: Advancement of Expenses. The Corporation shall indemnify the officers and directors of the Corporation to the fullest extent permitted by the Nevada Private Corporations Act as the same now exists or many hereafter be amended. In the event that the Nevada Private Corporations Act is amended after the filing of the Corporation’s Articles of Incorporation with the Nevada Secretary of State’s Office so as to authorize corporate action further eliminating or limiting the personal liability of an officer or director, then the liability of an officer or director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Nevada Private Corporations Act as so amended. The Corporation shall pay the expenses incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding in advance of the final disposition of such action, suit of proceeding upon receipt of an undertaking by or on behalf of such officer or director to repay such amount if it should by ultimately determined that he or she is not entitled to be indemnified by the Corporation as authorized by the Nevada Private Corporations Act. Any amendment to or repeal of any of the provisions in this Section 4.16 shall not adversely affect any right or protection of an officer or director of the Corporation for or with respect to any act or omission of such director occurring prior to such amendment or repeal.

Section 4.17. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent permitted by the provision of Section 4.16 of these Bylaws and Article VII of the Corporation’s Articles of Incorporation.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is unenforceable, or that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of counsel that the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification   is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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Item 7.  Exemption from Registration Claimed

Not applicable.

Item 8.  Exhibits

The Exhibits to this registration statement are listed in the index to Exhibits.

Item 9.  Undertakings

The undersigned registrant hereby undertakes:

1. To file, during the period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933,

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof), which individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (as long as the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of the prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement, and,

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement, provided that paragraphs (a) (1) (i) and (a) (1) (ii) do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

2. To determine as to the liability under the Securities Act of 1933, that each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

4. To deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

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Item 9.  Undertakings - continued

5. That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee pursuant to the plan's annual report pursuant to section 15(d) for the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

6. That insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, whereunto duly authorized, in, California, on September, 19, 2008.

Medizone International, Inc.
By:	/s/   Edwin G. Marshall
	Edwin G. Marshall, Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, the registration statement has been signed by the following persons in the capacities and on the dates indicated:

By:	/s/   Edwin G. Marshall
	Edwin G. Marshall, Chief Executive Officer

Dated: September 19, 2008

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INDEX TO EXHIBITS

Exhibit NO.	Description
5.1	Opinion of Counsel, Michael L. Corrigan
10.1	2008 Equity Compensation Plan
23.1	Consent of  HJ Associates & Consultants, LLP
23.2	Consent of Michael L. Corrigan (included in Exhibit 5.1)

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EX-5.1

Exhibit 5.1

The Law Offices of Michael L. Corrigan

Attorney at Law

11995 El Camino Real, Suite 301

San Diego, CA 92130

Office: (858) 436-3368

September 19, 2008

Medizone International, Inc.

144 Buena Vista P.O. Box 742

Stinson Beach, CA 94970

Re:  Opinion of Counsel - Registration Statement on Form S-8

Gentleman:

I have acted as special counsel for Medizone International, Inc. (the "Company"), in connection with the preparation and filing of the Company's Registration Statement on Form S-8 under the Securities Act of 1933, as amended, (the "Registration Statement"), relating to 8,000,000 shares of the Company's common stock, $0.001 par value, (the "Common Stock"), issuable pursuant to the Company's Equity Compensation Plan (the "Plan").

I have examined the Certificate of Incorporation, as amended, and the By-Laws of the Company and all amendments thereto, the Registration Statement and originals, or copies certified to my satisfaction, of such records and meetings, written actions in lieu of meetings, or resolutions adopted at meetings, of the directors of the Company, and such other documents and instruments as in my judgment are necessary or appropriate to enable me to render the opinions expressed below.

Based on the foregoing examination, I am of the opinion that the shares of  Common Stock issuable with the Plan are duly authorized and, when issued in accordance with the Plan, will be validly issued, fully paid and non-assessable.

Further, I consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Michael L. Corrigan

Michael L Corrigan

EX-10.1

Exhibit 10.1

MEDIZONE INTERNATIONAL, INC.

2008 EQUITY COMPENSATION PLAN

Medizone International, Inc., a Nevada corporation, (the "Corporation"), hereby adopts this Equity Compensation Plan (the "Plan"), under which Common Stock in Lieu of Cash Compensation Awards (“Awards”) of the Corporation may be granted from time to time to employees, directors and consultants of the Corporation or its subsidiaries, if any.

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The Plan is intended to aid the Corporation in maintaining and developing a management team, attracting qualified officers and employees capable of assisting in the future success of the Corporation, and rewarding those individuals who have contributed to the success of the Corporation. It is designed to aid the Corporation in retaining the services of executives and employees and in attracting new personnel when needed for future operations and growth and to provide such personnel with an incentive to remain employees of the Corporation, to use their best efforts to promote the success of the Corporation's business, and to provide them with an opportunity to obtain or increase a proprietary interest in the Corporation. It is also designed to permit the Corporation to reward those individuals who are not employees of the Corporation but who are perceived by management as having contributed to the success of the Corporation or who are important to the continued business and operations of the Corporation. The above aims will be effectuated through the granting awards, subject to the terms and conditions of this Plan. Stock granted pursuant to this Plan, may be registered on Form S-8 or other appropriate form of registration statement.

A. RULE 16B-3 PLAN.

The Corporation is subject to the reporting requirements of  the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and therefore the Plan is intended to comply with all applicable conditions of Rule 16b-3 (and all subsequent revisions thereof) promulgated under the Exchange Act. To the extent any provision of the Plan or action by the Committee or the Board of Directors or Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Committee. In addition, the Committee or the Board of Directors may amend the Plan from time to time as it deems necessary in order to meet the requirements of any amendments to Rule 16b-3 without the consent of the shareholders of the Corporation.

B. EFFECTIVE DATE OF PLAN.

The effective date of this Plan shall be September 1, 2008 (the "Effective Date").

C. DEFINITIONS.

The following definitions shall apply to this Plan

"Act" means the Securities Exchange Act of 1934, as amended from time to time.

"Administrator" is defined in Section 2(a).

"Affiliate" means any parent corporation and any subsidiary corporation. The term "parent corporation" means any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation if, at the time of the action or transaction, each of the corporations other than the Corporation owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain. The term "subsidiary corporation" means any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation if, at the time of the action or transaction, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain.

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SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS - continued

"Agreement" means, individually or collectively, any agreement entered into pursuant to the Plan pursuant to which Stock is granted to a participant.

"Board" means the Board of Directors of the Corporation as constituted from time to time.

"Cause" shall mean, for purposes of whether and when a participant has incurred a Termination of Employment for Cause: (i) any act or omission which permits the Corporation to terminate the written agreement or arrangement between the participant and the Corporation or a Subsidiary or Parent for Cause as defined in such agreement or arrangement; or (ii) in the event there is no such agreement or arrangement or the agreement or arrangement does not define the term "cause," then Cause shall mean an act or acts of dishonesty by the participant resulting or intending to result directly or indirectly in gain to or personal enrichment of the participant at the Corporation's expense and/or gross negligence or willful misconduct on the part of the participant.

"Change in Control" means, for purposes of this Plan there shall be consummated (i) any consolidation or merger of the Corporation in which the Corporation is not the continuing or surviving corporation or pursuant to which shares of the Corporation's common stock would be converted into cash, securities or other property, other than a merger of the Corporation in which the holders of the Corporation's common stock immediately prior to the merger have substantially the same proportionate ownership of common stock of the surviving corporation immediately after the merger; or (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Corporation; or  the shareholders of the Corporation shall approve any plan or proposal for the liquidation or dissolution of the Corporation.

"Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor Code, and related rules, regulations and interpretations.

"Common Stock" or "Stock" means the Common Stock, par value per share of the Corporation whether presently or hereafter issued, or such other class of shares or securities as to which the Plan may be applicable subject to adjustments pursuant to Section 3.

"Common Stock in Lieu of Cash Compensation Award" means Awards granted pursuant to Section 5.

"Corporation" means Medizone International, Inc., a Nevada corporation, and any successor or assignee company corporations into which the Corporation may be merged, changed or consolidated; any company for whose securities the securities of the Corporation shall be exchanged; and any assignee of or successor to substantially all of the assets of the Corporation.

"Director" means any member of the Board of Directors of the Corporation or any Parent or subsidiary of the Corporation that now exists or hereafter is organized or acquired by or acquires the Corporation.

"Effective Date" means the date on which the Plan is initially approved by the Board of Directors as set forth in Section 12.

"Eligible Persons" shall mean, with respect to the Plan, those persons who, at the time that an Award is granted, are (i) officers, directors or employees of the Corporation or Affiliate or (ii) attorneys, consultants or subcontractors of the Corporation or affiliate.

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SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS - continued

"Employee" means any person employed on an hourly or salaried basis by the Corporation or any Parent or Subsidiary of the Corporation that now exists or hereafter is organized or acquired by or acquires the Corporation.

"Fair Market Value" means (i) if the Common Stock is not listed or admitted to trade on a national securities exchange and if bid and ask prices for the Common Stock are not furnished through NASDAQ or a similar organization, the value established by the Committee, in its sole discretion, for purposes of the Plan; (ii) if the Common Stock is listed or admitted to trade on a national securities exchange or a national market system, the closing price of the Common Stock, as published in the Wall Street Journal, so listed or admitted to trade  on such date or, if there is no trading of the Common Stock on such date, then the closing price of the Common Stock on the next preceding  day on which there was trading in such shares; or (iii) if the Common Stock is not listed or admitted to trade on a national securities exchange or a national market system, the mean between the bid and ask price for the Common Stock on such date, as furnished by the National Association of Securities Dealers, Inc. through NASDAQ or a similar organization if NASDAQ is no longer reporting such information. If trading in the stock or a price quotation does not occur on the Date of Grant, the next preceding date on which the stock was traded or a price was quoted will determine the fair market value.

"Non-Employee Director" means a member of the Board who is not also an employee of the Corporation or any Subsidiary as that term is defined in Rule 16b-3 under the Exchange Act.

"Plan" means this Equity Compensation Plan as may be amended from time to time.

"Stock Award" means Awards granted pursuant to Section 5.

"Subsidiary" means any corporation or other entity (other than the Corporation) in any unbroken chain of corporations or other entities beginning with the Corporation if each of the corporations or entities (other than the last corporation or entity in the unbroken chain) owns stock or other interests possessing 50% or more of the economic interest or the total combined voting power of all classes of stock or other interests in one of the other corporations or entities in the chain.

"Ten Percent Shareholder" means an individual who, at the time of the award, owns Stock possessing more than 10% of the total combined voting power of all classes of stock of the Corporation or of any Affiliate. An individual shall be considered as owning the Stock owned, directly or indirectly, by or for his brothers and sisters (whether by the whole or half blood), spouse, ancestors, and lineal descendants; and Stock owned, directly or indirectly, by or for a corporation, partnership, estate, or trust, shall be considered as being owned proportionately by or for its shareholders, partners, or beneficiaries.

"Termination" or "Termination of Employment" means the occurrence of any act or event whether pursuant to an employment agreement or otherwise that actually or effectively causes or results in the person's ceasing, for whatever reason, to be an officer or employee of the Corporation or of any Subsidiary or Parent including, without limitation, death, disability, dismissal, severance at the election of the participant, retirement, or severance as a result of the discontinuance, liquidation, sale or transfer by the Corporation or its Subsidiaries or Parent of all businesses owned or operated by the Corporation or its Subsidiaries. A Termination of Employment shall occur to an employee who is employed by a Subsidiary if the Subsidiary shall cease to be a Subsidiary and the participant shall not immediately thereafter become an employee of the Corporation or a Subsidiary.

"Subsidiary" means any corporation 50% or more of the voting securities of which are owned directly or indirectly by the Corporation at any time during the existence of this Plan.

In addition, certain other terms used in this Plan shall have the definitions given to them in the first place in which they are used.

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SECTION 2. ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT PARTICIPANTS AND DETERMINE AWARDS

A.  ADMINISTRATION

The Plan shall be administered by either the entire Board of Directors or a committee of not fewer than two (2) Independent Directors (in either case, the "Administrator"). Each member of the Committee shall be a "non-employee director" within the meaning of Rule 16b-3(b)(3)(i) promulgated under the Act, or any successor definition under said rule.

If this Plan is administered by the Committee, then a majority of the full Committee constitutes a quorum for purposes of administering the Plan, and all determinations of the Committee shall be made by a majority of the members present at a meeting at which a quorum is present or by the unanimous written consent of the Committee.

If no Committee has been appointed, members of the Board may vote on any matters affecting the administration of the Plan or the grant of any Stock pursuant to the Plan, except that no such member shall act on the granting of Stock to himself, but such member may be counted in determining the existence of a quorum at any meeting of the Board during which action is taken with respect to the granting of Stock to him.

The interpretation and construction of the terms of the Plan by the Board or a duly authorized committee shall be final and binding on all participants in the Plan absent a showing of demonstrable error. No member of the Plan Administrator shall be liable for any action taken or determination made in good faith with respect to the Plan.

B.  POWERS OF ADMINISTRATOR.

The Administrator shall have the sole and exclusive power and authority to grant Awards consistent with the terms of the Plan, including the power and authority: to select the participants in this plan; establish the terms of the Stock granted to each participants which may not be the same in each case; determine the total number of shares of Stock to grant to a grantee, which may not be the same amount to each Eligible Person in each case; make all other determinations necessary or advisable under the Plan.

The Plan Administrator has the sole and absolute discretion to determine whether the performance of an Eligible Person warrants an award under this Plan, and to determine the amount of the award. The Plan Administrator has full and exclusive power to construe and interpret this Plan, to prescribe and rescind rules and regulations relating to this Plan, and take all actions necessary or advisable for the Plan's administration. Any such determination made by the Plan Administrator will be final and binding on all persons. (d) A member of the Plan Administrator will not be liable for performing any act or making any determination in good faith.  All decisions and interpretations of the Administrator shall be made in the Administrator's sole and absolute discretion and shall be final and binding on all persons, including the Corporation and Plan participants.

SECTION 3. STOCK ISSUABLE UNDER THE PLAN; TERM OF PLAN; RECAPITALIZATIONS; MERGERS; SUBSTITUTE AWARDS

A.  STOCK ISSUABLE.

The maximum number of shares of Stock reserved and available for issuance under the Plan initially shall be 8,000,000 shares of Stock per year. In addition if any portion of an Award is forfeited, cancelled, or reacquired by the Corporation, satisfied without the issuance of Stock or otherwise terminated, the shares of Stock underlying such portion of the Award shall be added back to the shares of Stock available for issuance under the Plan. Subject to such overall limitation, shares of Stock may be issued up to such maximum number pursuant to any type or types of Award. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Corporation.

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SECTION 3. STOCK ISSUABLE UNDER THE PLAN; TERM OF PLAN; RECAPITALIZATIONS; MERGERS; SUBSTITUTE AWARDS - continued

B. TERM OF PLAN.

No Awards shall be made after September 1, 2018.

C.  RECAPITALIZATIONS.

Subject to the provisions of Section 11, if, through or as a result of any merger, consolidation, sale of all or substantially all of the assets of the Corporation, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction, the outstanding shares of Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Corporation, or additional shares or new or different shares or other securities of the Corporation or other non-cash assets are distributed with respect to such shares of Stock or other securities, the Administrator may make an appropriate or proportionate adjustment in (i) the maximum number of shares reserved for issuance under the Plan, (ii) the number and kind of shares or other securities subject to any then outstanding Awards under the Plan, The adjustment by the Administrator shall be final, binding and conclusive. No fractional shares of Stock shall be issued under the Plan resulting from any such adjustment, but the Administrator in its discretion may make a cash payment in lieu of fractional shares.

SECTION 4. ELIGIBILITY

Awards under the Plan may be granted to employees, including officers, and directors of the Corporation or its subsidiaries, as may be existing from time to time, and to other individuals who are not employees of the Corporation, but performed bona fide services to the Corporation, as may be deemed in the best interest of the Corporation by the Board or the duly authorized Committee. These individuals may be referred to as consultants or key persons.  Such services to the Corporation or a subsidiary shall not be in connection with the offer or sale of securities in a capital-raising transaction or for investor relations. Such Awards shall be in the amounts, and shall have the rights and be subject to the restrictions, as may be determined by the Board or a duly authorized Committee, all as may be within the general provisions of this Plan.

Every Eligible Person, as the Plan Administrator of the Corporation or any subsidiary or Parent shall only be eligible to receive an Award if and as permitted by applicable law and regulations. The Plan Administrator's Award to a participant in any year does not require the Plan Administrator to make an Award to that participant in any other year. Furthermore, the Plan Administrator makes different Awards to different participants. The Plan Administrator may consider such factors as it deems pertinent in selecting participants and in determining the amount of their Stock, including, without limitation;

 (a) the financial condition of the Corporation or its Subsidiaries;

 (b) expected profits for the current or future years;

 (c) the contributions of a prospective participant to the profitability or success of the Corporation or its Subsidiaries; and

 (d) the adequacy of the prospective participant's other compensation.

Participants may include persons to whom stock or other benefits previously were granted under this or another plan of the Corporation or any Subsidiary.

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SECTION 5. COMMON STOCK IN LIEU OF CASH COMPENSATION AWARDS

A. GRANTS OF COMMON STOCK PAYABLE IN LIEU OF CASH.

The Administrator may grant shares of Stock available for issuance under the Plan to an eligible participant in lieu of cash compensation earned by the participant with the consent of the participant, or under a short- or long-term incentive plan of the Corporation (an "Other Incentive Plan).

B. DATE OF GRANT.

Stock granted in lieu of cash compensation shall be granted to each participant on the date the waived cash compensation would otherwise be paid, provided, however, that with respect to a participant who is subject to Section 16 of the Act, if such grant date is not at least six months and one day from the date of the election, the grant shall be delayed until the date which is six months and one day from the date of the election (or the next following business day, if such date is not a business day) to the extent necessary to conform to the requirements for exempt purchases under Rule 16b-3 of the Act.

C. NUMBER OF SHARES.

The number of shares of Stock granted in lieu of cash compensation shall be determined by dividing the amount of the waived cash compensation by the Fair Market Value of the Stock on the date the Stock is granted. Such Stock shall be granted for the whole number of shares so determined; the value of any fractional share shall be paid in cash.

SECTION 6. TAX WITHHOLDING

A. PAYMENT BY PARTICIPANT.

Each participant shall, no later than the date as of which the value of an Award or of any Stock or other amounts received there under first becomes includable in the gross income of the participant for Federal income tax purposes, pay to the Corporation, or make arrangements satisfactory to the Administrator regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld with respect to such income. The Corporation and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the participant. The Corporation's obligation to deliver stock certificates to any participant is subject to and conditioned on tax obligations being satisfied by the participant.

B. LIABILITY OF THE COMPANY.

The Corporation that is in existence or hereafter comes into existence shall not be liable to any person for any tax consequences expected but not realized by any person due to the grant of Stock.

SECTION 7. TRANSFER, LEAVE OF ABSENCE, ETC.

For purposes of the Plan, the following events shall not be deemed a termination of employment:

(a) a transfer to the employment of the Corporation from a Subsidiary or from the Corporation to a Subsidiary, or from one Subsidiary to another; or

(b) an approved leave of absence for military service or sickness, or for any other purpose approved by the Corporation, if the employee's right to re- employment is guaranteed either by a statute or by contract or under the written policy pursuant to which the leave of absence was granted or if the Administrator otherwise so provides in writing.

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SECTION 8. AMENDMENTS AND TERMINATION

The Board of Directors of the Corporation may amend, terminate or suspend this Plan at any time, in its sole and absolute discretion; provided, however, that to the extent required to qualify this Plan under Rule 16b-3 promulgated under Section 16 of the Exchange Act, no amendment that would (a) materially increase the number of shares of Stock that may be issued under this Plan, (b) materially modify the requirements as to eligibility for participation in this Plan, or (c) otherwise materially increase the benefits accruing to participants under this Plan, shall be made without the approval of the Corporation's shareholders. Subject to the preceding sentence, the Board of Directors shall have the power to make any changes in the Plan and in the regulations and administrative provisions under it as in the opinion of counsel for the Corporation may be necessary or appropriate from time to time.

SECTION 9. STATUS OF PLAN

Unless the Administrator shall otherwise expressly determine in writing, with respect to the portion of any Award that has not been exercised and any payments in cash, Stock or other consideration not received by a participant, a participant shall have no rights greater than those of a general creditor of the Corporation. In its sole discretion, the Administrator may authorize the creation of trusts or other arrangements to meet the Corporation's obligations to deliver Stock or make payments with respect to Awards hereunder, provided that the existence of such trusts or other arrangements is consistent with the foregoing sentence.

SECTION 10. CHANGE OF CONTROL AND MERGER PROVISIONS

In contemplation of and subject to the consummation of a consolidation or merger or sale of all or substantially all of the assets of the Corporation in which outstanding shares of Stock are exchanged for securities, cash or other property of an unrelated corporation or business entity or in the event of a liquidation or dissolution of the Corporation or in the event of a corporate reorganization of the Corporation (in each case, a "Transaction"), the Board, or the board of directors of any corporation or other entity assuming the obligations of the Corporation, may, in its discretion, take any one or more of the following actions, as to outstanding Awards: (i) provide that such Awards shall be assumed or equivalent awards shall be substituted, by the acquiring or succeeding corporation or other entity (or an affiliate thereof), and/or (ii) upon written notice to the participants, provide that all Awards will terminate immediately prior to the consummation of the Transaction. In the event that, pursuant to clause (ii) above, Awards will terminate immediately prior to the consummation of the Transaction, all vested Awards shall be fully settled in cash or in kind at such appropriate consideration as determined by the Administrator in its sole discretion after taking into account any and all consideration payable per share of Stock pursuant to the Transaction (the "Transaction Price").

"Change of Control" shall be defined as an event subsequent to the adoption of this Plan, by any "person," as such term is used in Sections 13(d) and 14(d) of the Act (other than the Corporation, any of its Subsidiaries, any "affiliate" or "associate" (as such terms are defined in Rule 12b-2 under the Act) of the foregoing persons, or any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Corporation or any of its Subsidiaries), together with all "affiliates" and "associates" (as such terms are defined in Rule 12b-2 under the Act) of such person, who shall become the "beneficial owner" (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation's then outstanding securities having the right to vote in an election of the Corporation's Board of Directors ("Voting Securities") (other than as a result of an acquisition of securities directly from the Corporation).

Notwithstanding the foregoing, a "Change of Control" shall not be deemed to have occurred for purposes of the foregoing clause (i) solely as the result of an acquisition of securities by the Corporation which, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of shares of Voting Securities beneficially owned by any person (as defined in the foregoing clause (i)) to 25% or more of the combined voting power of all then outstanding Voting Securities; PROVIDED, however, that if such person shall thereafter become the beneficial owner of any additional shares of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the Corporation), then a "Change of Control" shall be deemed to have occurred for purposes of the foregoing clause.

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SECTION 11. GENERAL PROVISIONS

A. DELIVERY OF STOCK CERTIFICATES.

Stock certificates to be delivered to participants under this Plan shall be deemed delivered for all purposes when the Corporation or a stock transfer agent of the Corporation shall have mailed such certificates in the United States mail, addressed to the participant, at the participant's last known address on file with the Corporation.

B.  OTHER COMPENSATION ARRANGEMENTS; NO EMPLOYMENT RIGHTS.

Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, including trusts, and such arrangements may be either generally applicable or applicable only in specific cases. The adoption of this Plan and the grant of Awards shall not confer upon any employee any right to continued employment with the Corporation or any Subsidiary and shall not interfere in any way with the right of the Corporation or any Subsidiary to terminate the employment of any of its employees at any time.

C. TRADING POLICY RESTRICTIONS.

Sale of Stock acquired pursuant to an Award under the Plan shall be subject to such Corporation’s insider-trading-policy-related restrictions as established by the Corporation from time, terms and conditions as may be established by the Administrator from time to time, or in accordance with policies set by the Administrator, from time to time.

D. INDEMNIFICATION OF THE COMMITTEE AND THE BOARD OF DIRECTORS.

With respect to administration of this Plan, the Corporation shall indemnify each present and future member of the Committee and the Board of Directors against, and each member of the Committee and the Board of Directors shall be entitled without further act on his part to indemnity from the Corporation for, all expenses (including attorney's fees, the amount of judgments and the amount of approved settlements made with a view to the curtailment of costs of litigation, other than amounts paid to the Corporation itself) reasonably incurred by him in connection with or arising out of any action, suit, or proceeding in which he may be involved by reason of his being or having been a member of the Committee and/or the Board of Directors, whether or  not he continues to be a member of the Committee and/or the Board of Directors at the time of incurring the expenses, including, without limitation, matters as to which he shall be finally adjudged in any action, suit or proceeding to have been found to have been negligent in the performance of his duty as a member of the Committee or the Board of Directors. However, this indemnity shall not include any expenses incurred by any member of the Committee and/or the Board of Directors in respect of matters as to which he shall be finally adjudged in any action, suit or proceeding to have been guilty of gross negligence or willful misconduct in the performance of his duty as a member of the Committee and the Board of Directors. In addition, no right of indemnification under this Plan shall be available to or enforceable by any member of the Committee and the Board of Directors unless, within 60 days after institution of any action, suit or proceeding, he shall have offered the Corporation the opportunity to handle and defend same at its own expense. The failure to notify the Corporation within 60 days shall only affect a Director or committee member's right to indemnification if said failure to notify results in an impairment of the Corporation's rights or is detrimental to the Corporation. This right of indemnification shall inure to the benefit of the heirs, executors or administrators of each member of the Committee and the Board of Directors and shall be in addition to all other rights to which a member of the Committee and the Board of Directors may be entitled as a matter of law, contract, or otherwise.

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SECTION 11. GENERAL PROVISIONS - continued

E. GENDER.

If the context requires, words of one gender when used in this Plan shall include the others and words used in the singular or plural shall include the other.

F.  HEADINGS.

Headings of Articles and Sections are included for convenience of reference only and do not constitute part of the Plan and shall not be used in construing the terms of the Plan.

G. OTHER COMPENSATION PLANS.

The adoption of this Plan shall not affect any other compensation or benefit plans in effect for the Corporation or any Affiliate, nor shall the Plan preclude the Corporation from establishing any other forms of compensation, including a stock option plan, for employees of the Corporation or any Affiliate.

H. OTHER AWARDS.

The grant of Stock or Awards shall not confer upon the Eligible Person the right to receive any future or other Stock or Awards under this Plan, whether or not Stock or Awards may be granted to similarly situated Eligible Persons, or the right to receive future Stock or Awards upon the same terms or conditions as previously granted.

SECTION 12.  EFFECTIVE DATE OF PLAN

The Plan shall become effective September 1, 2008 on adoption by the board of directors of the Corporation (the “Board”).

SECTION 13. GOVERNING LAW

This Plan and all Awards and actions taken there under shall be governed by, and construed in accordance with, the laws of the State of Nevada, applied without regard to conflict of law principles.

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the inclusion in this Registration Statement of Medizone International, Inc. on Form S-8, of our audit report dated July 6, 2008, which includes an emphasis paragraph relating to an uncertainty as to the Company’s ability to continue as a going concern.

We also consent to the reference to our Firm under the captions “Experts” in the Prospectus.

/s/   HJ Associates & Consultants, LLP

HJ Associates & Consultants, LLP

Salt Lake City, Utah

September 17, 2008

EX-23.2

Exhibit 23.2

Consent of Michael L. Corrigan

(included in Exhibit 5.1)