Medizone Intl. (fka MZEIQ)

[Whatisvalue]

Starlifter -- see section 4.02 below. It looks like shareholders have 10 days to present alternative BOD candidates.

AMENDED AND RESTATED
BYLAWS
OF
MEDIZONE INTERNATIONAL, INC.


ARTICLE I
IDENTIFICATION

SECTION 1.01. NAME. The name of the Corporation is MEDIZONE
INTERNATIONAL, INC.

SECTION 1.02. REGISTERED OFFICE AND RESIDENT AGENT. The name
and address of the registered agent and office of the Corporation in the
State of Nevada shall be the registered office named in the Articles of
Incorporation of the Corporation or such other office (which need not be
a place of business of the Corporation) as may be designated from time to
time by the Board of Directors in the manner provided by law.

SECTION 1.03. OTHER OFFICES. The principal business office of
the Corporation shall be established by the Board of Directors and branch
or subordinate offices may be established by the Board of Directors.

SECTION 1.04. SEAL. The seal of the Corporation, if any, will
be circular in form and mounted upon a metal die, suitable for impressing
the same upon paper. The use of the seal is not necessary on any
corporate document and its use or non-use shall not in any way affect the
legality of the document.

SECTION 1.05. FISCAL YEAR. The fiscal year of the Corporation
will be determined by resolution of the Board of Directors.

ARTICLE II
CAPITAL STOCK

SECTION 2.01. CONSIDERATION FOR SHARES. The capital stock may
be issued for such consideration, expressed in dollars, as shall be fixed
from time to time by the Board of Directors. Treasury shares may be
disposed of by the Corporation for such consideration expressed in dollars
as may be fixed from time to time by the Board of Directors.

SECTION 2.02. CERTIFICATES REPRESENTING SHARES. Each holder of
the capital stock of the Corporation is entitled to a certificate in such
form as may be required by applicable law signed by the Chairman of the
Board, President, Chief Executive Officer, Chief Operating Officer or a
Vice President, and the Secretary (or an Assistant Secretary), certifying
the number of shares owned by the shareholder in the Corporation. In case
any officer or officers who shall have signed, or whose facsimile
signature or signatures shall have been used on, any certificate or
certificates shall cease to be an officer or officers of the Corporation,
whether because of death, resignation or otherwise, before the certificate
or certificates shall have been delivered by the Corporation, the
certificate or certificates may nevertheless be adopted by the Corporation
and be issued and delivered as though the person or persons who signed the
certificate or certificates, or whose facsimile signature or signatures
shall have been used thereon, had not ceased to be an officer or officers
of the Corporation.

SECTION 2.03. TRANSFER OF STOCK. Transfers of stock shall be
made only upon the transfer books of the Corporation kept in an office of
the Corporation or by transfer agents designated to transfer shares of the
stock of the Corporation.

SECTION 2.04. REGULATIONS. The issue, transfer, conversion and
registration of certificates of stock shall be governed by such other
regulations as the Board of Directors may establish.

SECTION 2.05. TRANSFER AGENTS AND REGISTRARS. The Board of
Directors may appoint one or more transfer agent and one or more registrar
with respect to the certificates representing shares of stock of the
Corporation.

SECTION 2.06. LOST OR DESTROYED CERTIFICATES. The Corporation
may issue a new certificate for stock of the Corporation in place of any
certificate theretofore issued by it, alleged to have been lost or
destroyed, and the Board of Directors may, in its discretion, require the
owner of the lost or destroyed certificate or his, her or its legal
representative, to give the Corporation a bond in such form and amount as
the Board of Directors may direct, and with such surety or sureties as may
be satisfactory to the Board of Directors, to indemnify the Corporation
and its transfer agent(s) and/or registrar(s), if any, against any claims
that may be made against it or any such transfer agent or registrar on
account of the issuance of such new certificate. A new certificate may be
issued without requiring any bond when, in the judgment of the Board of
Directors, it is proper to do so.

ARTICLE III
SHAREHOLDERS

SECTION 3.01. PLACE OF SHAREHOLDER MEETINGS. Meetings of the
shareholders of the Corporation shall be held at the principal executive
offices of the Corporation, or at such other place as may be designated by
the Chairman of the Board, President, Chief Executive Officer or the Board
of Directors.

SECTION 3.02. ANNUAL SHAREHOLDER MEETINGS. The annual meeting
of the shareholders shall be held on such date and at such time as the
Board of Directors shall fix for the purposes of electing directors and
transacting such other business as may properly be brought before the
meeting.

SECTION 3.03. SPECIAL SHAREHOLDER MEETINGS. Subject to the
Corporation's Articles of Incorporation, special shareholders' meetings
may be called by the Board of Directors, and shall be held on such date
and at such time as shall be fixed by resolution. Written notice of a
special meeting of shareholders stating the time and place and object
thereof, shall be given to each shareholder entitled to vote at such
meeting not less then ten (10) days nor more than sixty (60) days before
such meeting, unless a greater period of notice is required by applicable
law.

SECTION 3.04. BUSINESS AT MEETINGS OF SHAREHOLDERS. Except as
otherwise provided by law (including, but not limited to, Rule 14a-8 under
the Securities Exchange Act of 1934, as amended, or any successor
provision thereto) or in these Bylaws, the business that shall be
conducted at any meeting of the shareholders shall (a) have been specified
in the written notice of the meeting (or any supplement thereto) given by
the Corporation, (b) be brought before the meeting at the direction of the
Board of Directors or the presiding officer of the meeting or (c) have
been specified in a written notice given to the Secretary of the
Corporation by or on behalf of any shareholder who shall have been a
shareholder of record on the record date for such meeting and who shall
continue to be entitled to vote thereat (the "Shareholders Notice"), in
accordance with all of the following requirements:

(a) Each Shareholder Notice must be delivered to, or be
mailed and received at, the principal executive offices
of the corporation:

(i in the case of an annual meeting that is called
for a date that is within thirty (30) days before
or after the anniversary date of the immediately
preceding annual meeting of shareholders, not
less than sixty (60) days nor more than ninety
(90) days prior to such anniversary date; and

(ii in the case of an annual meeting that is called
for a date that is not within thirty (30) days
before or after the anniversary date of the
immediately preceding annual meeting, not later
than the close of business on the tenth (10th)
day following the day on which notice of the date
of the meeting was mailed or public disclosure of
the date of the meeting was made, whichever
occurs first; and

(b) Each such Shareholder Notice must set forth each of the
following:

(i the name and address of the shareholder who
intends to bring the business before the meeting;

(ii the general nature of the business that he or she
seeks to bring before the meeting; and

(iii a representation that the shareholder is a holder
of record of the stock of the Corporation
entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to
bring the business specified in the notice before
the meeting.

The presiding officer of the meeting may, in his or her sole
discretion, refuse to acknowledge any business proposed by a shareholder
not made in compliance with the foregoing procedure.

SECTION 3.05. NOTICE OF SHAREHOLDER MEETINGS. Written notice
stating the place, day and hour of a shareholders' meeting must be
delivered not less than ten (10) days, nor more than sixty (60) days
before the date of the meeting, either personally, or by mail or by other
means of written communication, charges prepaid, by or at the direction of
the Chairman of the Board, President, Chief Executive Officer, Chief
Operating Officer, Secretary or the officer or person(s) calling the
meeting, to each registered shareholder entitled to vote at the meeting.
If mailed, the notice shall be considered to be delivered when deposited
in the United States mail addressed to the shareholder at the
shareholder's address as it appears on the stock transfer books of the
Corporation, with postage prepaid. If a shareholder gives no address,
notice shall be deemed to have been given to the shareholder if sent by
mail or other written communication addressed to the place where the
Corporation's registered office is located, or if published at least once
in a newspaper of general circulation in the county in which the
Corporation's registered office is located. Waiver by a shareholder in
writing of notice of a meeting is equivalent to giving notice. Attendance
by a shareholder, without objection to the notice, whether in person or by
proxy, at a meeting is a waiver of notice of the meeting.

SECTION 3.06. SHAREHOLDER QUORUM. A majority of the shares
entitled to vote, represented in person or by proxy, is a quorum at a
shareholders' meeting, unless or except to the extent that the presence of
a larger number may be required by law. Where separate vote by a class or
classes is required, a majority of the shares of such class or classes
present in person or represented by proxy shall constitute a quorum
entitled to take action with respect to that vote on that matter. The
shareholders present at a duly organized meeting may continue to do
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum present.

SECTION 3.07. ADJOURNED SHAREHOLDER MEETINGS. Any shareholders'
meeting, whether annual or special, whether or not a quorum is present,
may be adjourned from time to time by the vote of a majority of the
shares, the holders of which are either present in person or represented
by proxy, but in the absence of a quorum, no other business may be
transacted at any shareholders' meeting. When any shareholders' meeting,
either annual or special, is adjourned for thirty (30) days or more,
notice of the adjourned meeting shall be given as in the case of an
original meeting. As to any adjournment of less than thirty (30) days, it
shall not be necessary to give any notice of the time and place of the
adjourned meeting or of the business to be transacted, other than by
announcement at the meeting at which the adjournment is taken.

SECTION 3.08. ENTRY OF NOTICE. An entry in the minutes of any
meeting of shareholders, whether annual or special, to the effect that
notice has been duly given shall be conclusive and incontrovertible
evidence that due notice of the meeting was given to all shareholders as
required by law and by these Bylaws.

SECTION 3.09. VOTING. Except as otherwise provided by law, only
persons in whose names shares entitled to vote stand on the stock registry
of the Corporation on the day prior to any shareholders' meeting, or, if
a record date for voting purposes is fixed as provided in Section 6.01
below, then on that record date, shall be entitled to vote at the meeting.
Voting shall be by ballot, each of which shall state the shareholders name
or proxy voting and such other information as may be required under the
procedure established for the meeting. The Corporation may, and to the
extent required by law shall, in advance of any meeting of shareholders,
appoint one or more inspectors to act at the meeting and make written
report thereof. Each vote taken by ballot shall be counted by an
inspector or inspectors appointed by the chairperson of the meeting.
Except as otherwise provided by law or by an express provision in the
Corporation's Articles of Incorporation, or in any directors' resolution
for a series of Preferred Stock, each full share is entitled to one (1)
vote and, when a quorum is present at the commencement of any
shareholders' meeting, the vote of the holders of a majority of the shares
entitled to vote present, in person or by proxy, shall decide any question
brought before the shareholders' meeting. Fractional shares shall not be
entitled to any voting rights whatsoever.

SECTION 3.10. CONSENT OF ABSENTEES. The transactions of any
shareholders' meeting, either annual or special and however called and
noticed, shall be as valid as though had at a meeting duly held after
regular call and notice if a quorum is present, either in person or by
proxy, and if, either before or after the meeting, each of the
shareholders entitled to vote not present in person or by proxy, signs a
written waiver of notice or a consent to the holding of the meeting, or an
approval of the minutes thereof, all such waivers, consents or approvals
shall be filed with the Secretary or be made a part of the minutes of the
meeting.

SECTION 3.11. ACTION WITHOUT MEETING. Subject to the
Corporation's Articles of Incorporation, any action that, under applicable
provisions of law, may be taken or ratified at a meeting of the
shareholders, may be taken or ratified without a meeting if authorized in
writing by shareholders holding all of the voting power. In no instance
where action is taken by written consent need a meeting of the
shareholders be called or noticed. The Board of Directors may fix a
record date to determine the shareholders entitled to sign the written
consent. If no record date has been fixed by the Board of Directors, the
record date for determining shareholders entitled to consent to corporate
action in writing without a meeting, when no prior action by the Board of
Directors is required by the Nevada Private Corporation Act, shall be the
earliest date that a shareholder signed the written consent. All written
consents shall be filed with the minutes of the proceeding of the
shareholders.

SECTION 3.12. PROXIES. Every person entitled to vote or execute
consents shall have the right to do so either in person or by an agent or
agents authorized by a written proxy executed by the person or by the
person's duly authorized agent and filed with the Secretary of the
Corporation; provided, however, that no proxy shall be valid after the
expiration of eleven (11) months from the date of its execution unless the
shareholder executing it specified therein the length of time for which
the proxy is to continue in force, which in no event shall exceed seven
(7) years from the date of its execution.

SECTION 3.13. DEFINITION OF SHAREHOLDER. As used in these
Bylaws, the term "shareholder", and any term of like import, shall include
all persons entitled to vote the shares held by a shareholder, unless the
context in which the term is used indicates that a different meaning is
intended.

ARTICLE IV
BOARD OF DIRECTORS

SECTION 4.01. NUMBER; TERM; ELECTION. The number of directors
shall be fixed from time to time exclusively by the Board of Directors
pursuant to a resolution adopted by a majority of the total number of
authorized directors (whether or not there exists any vacancies in
previously authorized directorships at the time any such resolution is
presented to the Board for adoption) but the number shall be not less than
three (3) nor more than seven (7). In the case of any vacancy on the
Board of Directors, including a vacancy created by an increase in the
number of directors, the vacancy shall be filled by election of the Board
of Directors with the director so elected to serve for the remainder of
the term of the director being replaced or, in the case of an additional
director, until directors are again elected and qualified for office. All
directors shall continue in office until the election and qualification of
their respective successors in office. No decrease in the number of
directors shall have the effect of shortening the term of any incumbent
director. Election of directors need not be by written ballot unless
these Bylaws so provide.

SECTION 4.02. NOMINATIONS. Only persons who are nominated in
accordance with the following procedures shall be eligible for election as
directors. Nominations of persons for election to the Board of Directors
at the annual meeting, by or at the direction of the Board of Directors,
may be made by any Nominating Committee or person appointed by the Board
of Directors; nominations may also be made by any shareholder of the
Corporation entitled to vote for the election of directors at the meeting
who complies with the notice procedures set forth in this Section 4.02.
Such nomination, other than those made by or at the direction of the Board
of Directors, shall be made pursuant to timely notice in writing to the
Secretary of the Corporation. To be timely, a shareholder's notice shall
be delivered to or mailed and received at the principal executive office
of the Corporation addressed to the attention of the Secretary of the
Corporation not less than thirty-five (35) days prior to the meeting or
the date the shareholders are first solicited for their consents as the
case may be; provided, however, that in the case of an annual meeting and
in the event that less than fifty (50) days' notice or prior public
disclosure of the date of the meeting is given or made to shareholders,
notice by the shareholder to be timely must be so received no later than
the earlier of (a) the close of business on the tenth (10th) day following
the day on which such notice of the date of the meeting was mailed or such
public disclosure was made, whichever first occurs, or (b) two (2) days
prior to the date of the meeting.

Such shareholder's notice to the Secretary shall set forth

(a) as to each person who the shareholder proposes to
nominate for election or reelection as a director, each
of the following:

(i the name, age, business address and residence
address of the person;

(ii the principal occupation or employment of the
person;

(iii the class and number of shares of capital stock
of the Corporation that are beneficially owned by
the person;

(iv a statement as to the person's citizenship; and

(v any other information relating to the person that
is required to be disclosed in solicitations for
proxies for election of directors pursuant to
Section 14 of the Securities Exchange Act of
1934, as amended, and the Rules and Regulations
promulgated thereunder; and

(b) as to the shareholder giving the notice, each of the
following:

(i the name and record address of the shareholder
giving the notice;

(ii the name and record address of the shareholder;
and

(iii the class, series and number of shares of capital
stock of the Corporation that are beneficially
owned by the shareholder.

The Corporation may require any proposed nominee to furnish such
other information as may reasonably be required by the Corporation to
determine the eligibility of such proposed nominee to serve as a director
of the Corporation. No person shall be eligible for election as a
director of the Corporation unless nominated in accordance with the
procedures set forth herein.

In connection with any annual meeting, the Chairman of the Board,
the President, the Chief Executive Officer or such officer presiding at
the meeting shall, if the facts warrant, determine and declare to the
meeting that a nomination was not made in accordance with the foregoing
procedure and that the defective nomination shall be disregarded.

SECTION 4.03. VACANCIES. Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of the
remaining Directors, though less than a quorum of the Board of Directors
was present, or by the sole remaining director. A elected to fill a
vacancy shall be elected for the unexpired term of the director's
predecessor in office. A vacancy or vacancies in the Board of Directors
shall be deemed to exist in case of the death, resignation or removal of
any director, or if the authorized number of directors is increased, or if
the shareholders fail at any annual or special meeting of shareholders at
which any director or directors are elected to elect the full authorized
number of directors to be voted for at that meeting, or if a vacancy is
declared by the Board of Directors for any reason permitted by law. The
shareholders may elect a director or directors at any time to fill any
vacancy or vacancies not filled by the Board of Directors. If the Board
of Directors accepts the resignation of a director tendered to take effect
at a future time, the Board of Directors shall have power to elect a
successor to take office when the resignation is to become effective. No
reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of the director's term of
office.

SECTION 4.04. ANNUAL MEETINGS. Immediately after the annual
meeting of the shareholders, at the same place as the meeting of the
shareholders, or such other place as may be provided in a notice thereof,
the Board of Directors shall meet each year for the purpose of
organization, election of officers and consideration of any other business
that is properly brought before the meeting. No notice of any kind to
either old or new members of the Board of Directors for this annual
meeting shall be necessary unless the meeting is to be held at a place
other than the place of the annual meeting of the shareholders, in which
case notice of the place of the meeting shall be given as provided in
Section 4.06 below.

SECTION 4.05. REGULAR MEETINGS. Regular meetings of the Board
of Directors shall be held at the times and places within or without the
State of Nevada as may be designated from time to time by resolution of
the Board of Directors or by written consent of all members of the Board
of Directors. No notice of any kind to members of the Board of Directors
for these regular meetings shall be necessary unless the meeting is to be
held at a place other than the principal executive office of the
Corporation, in which case notice of the place of the meeting shall be
given as provided in Section 4.06 below.

SECTION 4.06. OTHER MEETINGS. Other meetings of the Board of
Directors for any purpose or purposes may be held at any time upon call by
the Chairman of the Board, or, if the above-listed individual is absent or
unable or refuses to act, by any two (2) directors. The other meetings
may be held at any place within or without the State of Nevada as may be
designated from time to time by resolution of the Board of Directors or by
written consent of all directors. Written notice of the time and place of
other meetings shall be delivered personally to each director or sent to
each director by mail or other form of written communication (including
but not limited to notice by facsimile or other means of visual data
transmission) charges prepaid, addressed to the director at the director's
address as shown upon the records of the Corporation or, if it is not so
shown on the Corporation's records or is not readily ascertainable, at the
place in which the meetings of the directors are regularly held. In case
the notice is mailed, faxed, or telegraphed, it shall be deposited in the
United States mail or delivered to the courier or telegraph company in the
place in which the principal executive office of the Corporation is
located at least one business day prior to the time of the meeting. In
case the notice is delivered personally as above provided, it shall be so
delivered at least eight (8) hours prior to the time of the holding of the
meeting. The mailing, faxing, telegraphing or delivery as above-provided
shall constitute due, legal and personal notice to the director.

SECTION 4.07. NOTICE OF ADJOURNED MEETINGS. Notice of the time
and place of holding an adjourned meeting need not be given to absent
directors if the time and place is fixed at the meeting that is adjourned.

SECTION 4.08. ENTRY OF NOTICE. An entry in the minutes of any
special meeting of the Board of Directors to the effect that notice has
been duly given shall be conclusive and incontrovertible evidence that due
notice of the special meeting was given to all directors as required by
law and by these Bylaws.

SECTION 4.09. WAIVER OF NOTICE. The transactions of any meeting
of the Board of Directors, however called and noticed or wherever held,
shall be as valid as though had at a meeting duly held after regular call
and notice, if a quorum is present, and if, either before or after the
meeting, each of the directors not present signs a written waiver of
notice or a consent to the holding of the meeting or an approval of the
minutes thereof. All such waivers, consents or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.

SECTION 4.10. QUORUM. A majority of the established number of
directors shall be necessary to constitute a quorum for the transaction of
business, except to adjourn as hereinafter provided. Every act or
decision done or made by a majority of the directors present at a meeting
duly held at which a quorum is present shall be regarded as the act of the
Board of Directors unless a greater number or different vote is required
by the Corporation's Articles of Incorporation, these Bylaws or applicable
law.

SECTION 4.11. PARTICIPATION IN MEETINGS BY TELEPHONE. Members
of the Board of Directors, or of any committee thereof, may participate in
any meeting of the Board of Directors or committee by means of telephone
conference or similar communications by which all persons participating in
the meeting can hear each other and such participation shall constitute
presence in person at such meeting.

SECTION 4.12. ADJOURNMENT. A quorum of the directors may
adjourn any directors' meeting to meet again at a stated day and hour;
provided, however, that in the absence of a quorum, a majority of the
directors present at any directors' meeting, either regular or special,
may adjourn from time to time until the time fixed for the next regular
meeting of the Board of Directors.

SECTION 4.13. ACTION WITHOUT MEETING. Any action required or
permitted to be taken by the Board of Directors under the Corporation's
Articles of Incorporation, these Bylaws or under applicable law, may be
taken without a meeting if all members of the Board of Directors shall
individually or collectively consent, in writing, before or after the
action, to the action. Any action by written consent shall have the same
force and effect as a unanimous vote of all directors. All written
consents must be filed with the Secretary of the Corporation.

SECTION 4.14. FEES AND COMPENSATION. The Board of Directors
shall have the authority to fix the compensation, if any, of Directors for
their services as Directors or as members of committees. Nothing herein
contained shall be construed to preclude any director from serving the
Corporation in any other capacity as an officer, agent, employee or
otherwise, and receiving compensation therefor.

SECTION 4.15. LIMITATION OF LIABILITY. To the fullest extent
permitted by the Nevada Private Corporations Act, as the same now exists
or may hereafter be amended, or other applicable law, a director shall
have no personal liability to the Corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director. Any
amendment to or repeal of this Section 4.15 shall not adversely affect any
right or protection of a director of the Corporation for or with respect
to any acts or omissions of such director occurring prior to such
amendment or repeal.

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 may 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 or 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 provisions of Section 4.16 of these Bylaws and Article
VII of the Corporation's Articles of Incorporation.

SECTION 4.18. POWERS OF DIRECTORS. The Board of Directors may,
except as otherwise provided or required by law, exercise all such powers
and do all such acts and things as may be exercised or done by the
Corporation.

SECTION 4.19. COMMITTEES. The Board of Directors, by resolution
passed by a majority of the directors, may from time to time designate
committees of the Board of Directors, including, without limitation,
Executive, Nomination, Audit and Compensation Committees with such
lawfully delegable powers and duties as the Board of Directors may confer,
to serve at the pleasure of the Board of Directors and shall, for those
committees and any other provided herein, elect one or more directors to
serve on each such committee. Except as otherwise provided in these
Bylaws or by resolution of the Board of Directors, each committee may fix
its own rules of procedure and shall hold its meetings as provided by such
rules.

SECTION 4.20. AUDIT COMMITTEE. The Board of Directors shall, by
resolution passed by a majority of the directors, create an Audit
Committee. The majority of the members of the Audit Committee shall be
independent directors. The Audit Committee shall conduct appropriate
reviews of all related party transactions, review situations and
transactions that may pose a potential or actual conflict of interest and
perform such other responsibilities as the Board of Directors may direct
by resolution.

ARTICLE V
OFFICERS

SECTION 5.01. OFFICERS. The Officers of the Corporation shall
be a Chairman of the Board, Chief Executive Officer, President, Chief
Operating Officer, Chief Financial Officer, Treasurer and Secretary, as
determined by the Board or as otherwise required by statute. The
Corporation may also have, at the discretion of the Board of Directors,
one or more Executive Vice Presidents and Vice Presidents, one or more
Assistant Treasurers, one or more Assistance Secretaries and such other
Officers as may be designated from time to time by the Board of Directors.
Any number of offices may be held by the same person, except to the extent
limited by law. The officers shall be elected by the Board of Directors
and shall hold office at the pleasure of the Board of Directors, subject
to any powers of removal set forth as set forth in Section 5.04 hereof.
Officers, other than the Chairman of the Board, need not be directors.

SECTION 5.02. ELECTION. The officers of the Corporation, except
those officers as may be appointed in accordance with the provisions of
Section 5.03 or Section 5.05 hereof, shall be elected annually by the
Board of Directors, and each shall hold office until the officer shall
resign or shall be removed or otherwise disqualified to serve, or the
officer's successor shall be elected and qualified; provided, however,
that officers may be elected at any time by the Board of Directors, or, as
permitted by Section 5.03 hereof, appointed by the Chairman of the Board,
for the purpose of initially filling an office or filling a newly-created
or vacant office.

SECTION 5.03. SUBORDINATE OFFICERS. The Board of Directors may
elect, and may empower the Chairman of the Board or the Chief Executive
Officer to appoint, such other officers as the business of the Corporation
may require, each of whom shall hold office for the term, have the
authority and perform the duties as are provided in these Bylaws or as the
Board of Directors may from time to time determine.

SECTION 5.04. REMOVAL AND RESIGNATION. Any officer may, subject
to any contractual arrangements between the officer and the Corporation,
be removed, either with or without cause, by a majority of the directors
in office at the time, at any regular or special meeting of the Board of
Directors, or, unless otherwise specified by the Board of Directors, by
the Chairman of the Board or any other officer upon whom a general or
special power of removal may be conferred by the Board of Directors. Any
officer may resign at any time by giving written notice to the Board of
Directors or to the Chairman of the Board, the Chief Executive Officer,
the Chief Operating Officer, the President or to the Secretary of the
Corporation. Any resignation shall take effect at the date of the receipt
of the notice or at any later time specified therein, and, unless
otherwise specified therein, the acceptance of a resignation shall not be
necessary to make it effective.

SECTION 5.05. VACANCIES. A vacancy in any office because of
death, resignation, removal, disqualification or any other cause shall be
filled in the manner prescribed in these Bylaws for regular appointments
to that office.

SECTION 5.06. CHAIRMAN OF THE BOARD. The Chairman of the Board,
if there be such an officer, shall, if present, preside at and conduct all
meetings of the Board of Directors and exercise and perform such other
powers and duties as may be from time to time assigned to him or her by
the Board of Directors or prescribed by these Bylaws. If there is not a
Chief Executive Officer, the Chairman of the Board shall, in addition, be
the Chief Executive Officer of the Corporation and shall have the powers
and duties prescribed in Section 5.07 hereof. In the absence of the
Chairman of the Board at any meeting of the Board of Directors, the
President shall preside at and conduct all such meetings of the Board of
Directors.

SECTION 5.07. CHIEF EXECUTIVE OFFICER. Subject to the control
of the Board of Directors and the Chairman of the Board, the Chief
Executive Officer shall have the general supervision, direction and
control of the business and affairs of the Corporation. In the absence of
the Chairman of the Board, or if there be none, the Chief Executive
Officer shall preside at all meetings of the Board of Directors and the
shareholders. Except as expressly stated otherwise in these Bylaws, the
Chief Executive Officer shall be ex officio a member of all standing
committees of the Board of Directors, including the Executive Committee,
if any. The Chief Executive Officer shall have all the powers and shall
perform all of the duties that are ordinarily inherent in the office of
Chief Executive Officer of a corporation, and he or she shall have such
further powers and shall perform such further duties as may be prescribed
for him or her by the Board of Directors.

SECTION 5.08. PRESIDENT. In the absence or disability of the
Chief Executive Officer, or if there be none, the President shall perform
all of the duties of the Chief Executive Officer, and when so acting shall
have all of the powers of and be subject to all of the restrictions upon
the Chief Executive Officer. In the absence or disability of the Chief
Operating Officer, the President shall also be the Chief Operating Officer
with such duties as the Board of Directors may from time to time
prescribe. The President shall have such other duties as from time to
time may be prescribed for him or her by the Board of Directors.

SECTION 5.09. EXECUTIVE VICE PRESIDENTS. In the absence or
disability of the President, the Vice Presidents in order of their rank as
fixed by the Board of Directors, or if not ranked, the Executive Vice
President or Vice President designated by the Board of Directors, the
President or the officer(s), if any, who are senior to the President,
shall perform all the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. The Executive Vice Presidents or Vice Presidents shall have
such other powers and perform such other duties as may be prescribed for
them, respectively, by the Board of Directors, the President, any
officer(s), if any, who are senior to the President or by these Bylaws.

SECTION 5.10. SECRETARY. The Secretary shall keep or cause to
be kept, at the registered office, the principal business office or such
other place as the Board of Directors may order, a book of minutes of all
meetings of the directors and shareholders, with the time and place of
holding, whether regular or special, and, if special, how authorized, the
notice thereof given, the names of those present at directors' meetings,
the number of shares present or represented at shareholders' meetings and
the proceedings thereof. The Secretary shall be responsible for
authenticating records of the Corporation.

The Secretary shall keep or cause to be kept, in any form permitted
by law, at the registered office, the principal business office or at the
office of the Corporation's transfer agent, a stock register, or a
duplicate stock register, revised at least annually, showing the names of
the shareholders and their residence addresses and the number and classes
of shares held by each shareholder. If the share register or a duplicate
share register is located at a place other than the registered office of
the Corporation, the Secretary shall file a certificate with the resident
agent located at the registered office setting out the name of the
custodian of the stock ledger or a duplicate stock ledger, and the present
and complete post office address, including street and number, if any,
where such stock ledger or duplicate stock ledger is kept.

The Secretary shall give, or cause to be given, notice of all
meetings of the shareholders and of the Board of Directors and written
consents in lieu thereof required by these Bylaws or by law to be given,
and shall keep the seal of the Corporation, if any, in safe custody, and
shall have such other powers and perform such other duties as may be
prescribed by the Board of Directors, the Chairman of the Board, the Chief
Executive Officer, the President or by these Bylaws.

After fixing a record date for a meeting, the Secretary shall
prepare an alphabetical list of the names of all of the Corporation's
shareholders who are entitled to notice of a shareholders' meeting, which
list shall be arranged by voting group and class of stock, if applicable,
and show the address and number of shares held by each shareholder. The
list must be available for inspection by any shareholder, for any purpose
germane to the meeting, beginning ten (10) business days before the
meeting and shall continue to be available throughout the meeting at the
place indicated in the meeting notice in the city where the meeting is
held.

SECTION 5.11. ASSISTANT SECRETARIES. It shall be the duty of
the Assistant Secretaries, if any, to assist the Secretary in the
performance of his or her duties and generally to perform such other
duties as may be delegated to them by the Board of Directors.

SECTION 5.12. CHIEF FINANCIAL OFFICER. The Chief Financial
Officer shall keep and maintain, or cause to be kept and maintained,
adequate and correct books and records of account of the Corporation. He
or she shall receive and deposit all moneys and other valuable belongings
of the Corporation in the name and to the credit of the Corporation and
shall disburse the same and only in such manner as the Board of Directors
or the appropriate officer of the Corporation may from time to time
determine, shall render to the Board of Directors, the Chairman of the
Board, the Chief Executive Officer and the Chief Operating Officer,
whenever any of them may request it, an account of all his or her
transactions as Chief Financial Officer and of the financial condition of
the Corporation, and shall perform such additional duties as the Board of
Directors or the Chairman of the Board may require.

SECTION 5.13. TREASURER. The Treasurer shall have such duties
as may be specified by the Chief Financial Officer to assist the Chief
Financial Officer in the performance of his or her duties.

SECTION 5.14. ASSISTANT TREASURER. It shall be the duty of the
Assistant Treasurers, if any, to assist the Treasurer in the performance
of his or her duties and generally to perform such other duties as may be
delegated to them by the Board of Directors.

SECTION 5.15. CORPORATE BANK ACCOUNTS. Bank accounts in the
name of the Corporation may be opened without the approval of the Board of
Directors if opened with the consent of both the Chief Executive Officer
and the Chief Financial Officer. The Chief Financial Officer shall inform
the Board of Directors of any bank account opened by the Chief Executive
Officer and Chief Financial Officer pursuant to the authority granted in
this Section 5.15 at the next meeting of the Board of Directors.

SECTION 5.16. TRANSFERS OF AUTHORITY. In case of the absence of
any officer of the Corporation, or for any reason that the Board of
Directors may consider sufficient, the Board of Directors may transfer the
powers or duties of that officer to any other officer or to any director
or employee of the Corporation, provided a majority of the Board of
Directors concurs.

ARTICLE VI
MISCELLANEOUS

SECTION 6.01. RECORD DATE AND CLOSING STOCK BOOKS. The Board of
Directors may fix a time in the future, as a record date for the
determination of the shareholders entitled to notice of and to vote at any
meeting of shareholders, or entitled to receive any dividend or
distribution, or any allotment of rights, or to exercise rights in respect
to any change, conversion or exchange of shares. The record date so fixed
shall not be more than sixty (60) days prior to the date of the meeting or
event for the purposes of which it is fixed. When a record date is so
fixed, only shareholders of record on that date shall be entitled to
notice of and to vote at the meeting, or to receive the dividend,
distribution or allotment of rights, or to exercise the rights, as the
case may be, notwithstanding any transfer of any shares on the books of
the Corporation after the record date. The Board of Directors may close
the books of the Corporation against transfers of shares during the whole
or any part of the sixty (60) day period.

SECTION 6.02. STOCK LIST. A list of all shareholders entitled
to vote at any meeting of the shareholders, arranged in alphabetical order
by voting group and class of stock, if applicable, and showing the address
of each such shareholder and the number of shares registered in his or her
name, shall be open to the examination of any such shareholder, for any
purpose germane to the meeting, during ordinary business hours for a
period of at least ten (10) business days before the meeting at the place
appointed in the notice of the meeting, or if not so specified, at the
Corporation's primary place of business, which list shall continue to be
available throughout the meeting at the place indicated in the meeting
notice in the city where the meeting is held.

SECTION 6.03. CHECKS, DRAFTS, ETC. All checks, drafts, bonds,
bills of exchange or other orders for payment of money, notes or other
evidences of indebtedness issued in the name of or payable to the
Corporation shall be signed or endorsed by such person or persons and in
such manner as, from time to time, shall be determined by resolution of
the Board of Directors.

SECTION 6.04. CONTRACTS, ETC.; HOW EXECUTED. The Board of
Directors, except as in these Bylaws otherwise provided, may authorize any
officer(s) or agent(s) to enter into any contract or execute any
instrument or document in the name of and on behalf of the Corporation,
and the authority may be general or confined to specific instances.
Unless otherwise specifically determined by the Board of Directors or
otherwise required by law, formal contracts, promissory notes and other
evidences of indebtedness, deeds of trust, mortgages and certificates for
shares of stock owned by the Corporation shall be executed, signed or
endorsed by the Chief Executive Officer, President (or any Vice President)
and by the Secretary (or any Assistant Secretary) or the Treasurer (or any
Assistant Treasurer). The Board of Directors may, however, authorize any
one (1) of these officers to sign any of such instruments, for and on
behalf of the Corporation, without necessity of countersignature; may
designate officers or employees of the Corporation, other than those named
above, who may, in the name of the Corporation, sign such instruments; and
may authorize the use of facsimile signatures for any of such persons. No
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit to
render it liable for any purpose or to any amount except as specifically
authorized in these Bylaws or by the Board of Directors in accordance with
these Bylaws.

SECTION 6.05. REPRESENTATION OF SHARES. The Chairman of the
Board, the Chief Executive Officer, the Chief Operating Officer or the
President (or any Vice President) and the Secretary (or any Assistant
Secretary) of the Corporation are authorized to vote, represent and
exercise on behalf of the Corporation all rights incident to any and all
shares of any other corporation or corporations standing in the name of
the Corporation. The authority herein granted to these officers to vote
or represent on behalf of the Corporation any and all shares held by the
Corporation in any other corporation or corporations may be exercised
either by these officers in person or by any persons authorized so to do
by proxy or power of attorney duly executed by said officers.

SECTION 6.06. INSPECTION OF BYLAWS. The Corporation shall keep
in its registered office for the transaction of business the original or
a copy of these Bylaws as amended or otherwise altered to date, certified
by the Secretary, which shall be open to inspection by the shareholders at
all reasonable times during office hours.

ARTICLE VII
AMENDMENTS

SECTION 7.01. POWER OF SHAREHOLDERS. New Bylaws may be adopted
or these Bylaws may be amended or repealed by the vote or written assent
of shareholders entitled to exercise a majority of the voting power of the
Corporation, unless a greater number is required by law, by the
Corporation's Articles of Incorporation or by these Bylaws.

SECTION 7.02. POWER OF DIRECTORS. Subject to the right of the
shareholders as provided in Section 7.01 hereof to adopt, amend or repeal
Bylaws, Bylaws for the Corporation may be adopted, amended or repealed by
the Board of Directors.


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<PAGE>

CERTIFICATE OF SECRETARY
OF
MEDIZONE INTERNATIONAL, INC.


I, Jill C. Marshall, hereby certify:

1. That I am the duly elected Secretary of MEDIZONE
INTERNATIONAL, INC.

2. That the foregoing Amended and Restated Bylaws, comprising
eighteen (15) pages, excluding this page, are the Bylaws of
Medizone International, Inc. as duly adopted at a meeting of
the Board of Directors thereof duly held on the 6th day of
August, 1998.

IN WITNESS WHEREOF, I have subscribed my name this 6th day of August,
1998.


/S/ Jill C. Marshall
---------------------------
Jill C. Marshall, Secretary