ARTICLES OF MERGER

                                         OF

                               MEDIZONE CANADA LIMITED
                               (a Nevada corporation)
 
                                         AND

                              MEDIZONE CANADA LIMITED
                                (a Utah corporation)

To the Secretary of the
State of Nevada and
the Department of Commerce of
the State of Utah

     Pursuant to the provisions of Section 92A.190 of the Nevada Revised 
Statutes, and Section 16-10a-1101 of the Utah Revised Business Corporation 
Act, it is hereby certified that:

     1.     The names and addresses of the merging corporations are Medizone 
Canada Limited, 55 West 200 North, Provo, Utah 84601, which is a business 
corporation organized under the laws of the State of Utah ("Medizone Utah"), 
and Medizone Canada Limited, 55 West 200 North, Provo, Utah 84601, which is a 
business corporation organized under the laws of the State of Nevada
("Medizone 
Nevada").

     2.     The following is the Plan of Merger (the "Plan") for merging 
Medizone Utah with and into Medizone Nevada as approved by the Board of 
Directors of both corporations and persons owning a majority of the 
outstanding voting securities of Medizone Utah (with the stockholders of 
Medizone Utah being sometimes called the "Medizone Utah Stockholders"), 
pursuant to which Medizone Nevada will be the surviving corporation, to-wit:

                                Plan of Merger

     2.1     Merger and Surviving Corporation.  Medizone Canada Limited, a 
Utah corporation ("Medizone Utah"), will merge into Medizone Canada Limited, a 
Nevada corporation ("Medizone Nevada"); Medizone Nevada will be the surviving 
corporation, and the separate existence of Medizone Utah shall cease.  Until 
amended, modified or otherwise altered, the Articles of Incorporation of 
Medizone Nevada shall continue to be the Articles of Incorporation of the 
surviving corporation; and the Bylaws of Medizone Nevada shall become the 
Bylaws of the surviving corporation.

     2.2     Share Conversion.  Each share of common stock of Medizone Utah 
shall, upon the effective date of the Plan, be converted into one (1) share of
common stock of Medizone Nevada. 

     2.3     Survivor's Succession to Corporate Rights.  The surviving 
corporation shall thereupon and thereafter possess all the rights, privileges, 
powers and franchises as well of a public as of a private nature, and be 
subject to all of the restrictions, disabilities and duties of Medizone Utah; 
and all and singular, the rights, privileges, powers and franchises of 
Medizone Utah, and all property, real, personal and mixed, and all debts due 
to Medizone Utah on whatever account, as well for stock subscriptions as all 
other things in action or belonging to Medizone Utah shall be vested in the 

<PAGE>

surviving corporation; and all property, rights, privileges, powers and 
franchises, and all and every other interest shall be thereafter as 
effectually the property of the surviving corporation as they were of Medizone 
Utah, and the title to any real estate vested by deed or otherwise in Medizone 
Utah shall not revert or be in any way impaired by reason of the Plan; but all 
rights of creditors and all liens upon any property of Medizone Utah shall be 
preserved unimpaired, and all debts, liabilities and duties of Medizone Utah 
shall thenceforth attach to the surviving corporation and may be enforced 
against it to the same extent as if said debts, liabilities and duties had 
been incurred or contracted by it; and any action or proceeding whether civil, 
criminal or administrative, pending by or against Medizone Utah shall be 
prosecuted as if the Plan had not taken place, or the surviving corporation 
may be substituted in such action or proceeding.

     2.4     Survivor's Succession to Corporate Acts, Plans, Contracts, etc.  
All corporate acts, plans, policies, contracts, approvals and authorizations 
of Medizone Utah and its stockholders, Board of Directors, committees elected 
or appointed by the Board of Directors, executive officers and agents, which 
were valid and effective immediately prior to the effective time of the Plan, 
shall be taken for all purposes as the acts, plans, policies, contracts, 
approvals and authorizations of the surviving corporation and shall be as 
effective and binding thereon as the same were with respect to Medizone Utah.  
The employees of Medizone Utah shall become the employees of the surviving 
corporation and continue to be entitled to the same rights and benefits which 
they enjoyed as employees of Medizone Utah.

     2.5     Survivor's Rights to Assets, Liabilities, Reserves, etc.  The 
assets, liabilities, reserves and accounts of Medizone Utah shall be recorded 
on the books of the surviving corporation at the amounts at which they, 
respectively, shall then be carried on the books of Medizone Utah, subject to 
such adjustments or eliminations of intercompany items as may be appropriate 
in giving effect to the Plan.

     2.6     Directors and Officers.  Except as indicated by separate 
resolution of the Board of Directors of Medizone Nevada, all of the present 
directors of Medizone Nevada shall continue as directors of the surviving 
corporation, to serve until the next annual meeting of stockholders and until 
their sucessors are elected and qualified, or until their respective prior 
resignations or terminations.

     2.7     Principal Office.  The principal office of the surviving 
corporation shall be 55 West 200 North, Provo, Utah 84601.

     2.8     Adoption.  The Plan must be adopted by the Board of Directors of 
Medizone Nevada; and, peresons owning a majority of the outstanding voting 
secuities of Medizone Utah.

     2.9     Dissenters' Rights and Notification.  No dissenters' rights are 
afforded either party to this Plan under the laws of the States of Utah or 
Nevada.

     2.10     Effective Date.  The Effective Date of the Plan shall be the 
date when the Articles of Merger are filed and accepted by the Secretary of 
State of the State of Nevada and at such time as all applicable provisions of 
the Nevada Revised Statutes and the Utah Revised Business Corporation Act have 
been met.

     2.11     Delivery of Shares.  On the closing, common shares of Medizone 
Nevada shall be exchanged for shares of Medizone Utah.

     3.0     The Plan has been approved by the Boards of Directors of Medizone 
Nevada and Medizone Utah and the Medizone Utah Stockholders, in accordance 
with the respective provisions of Section 92A.120 of the Nevada Revised 
Statutes and Section 16-10a-1103 of the Utah Revised Business Corporation Act; 
no approval of the Medizone Nevada stockholders is required under the Nevada 
Revised Statutes. 

<PAGE>

     4.0     The applicable provisions of the Nevada Revised Statutes and the 
Utah Revised Business Corporation Act relating to the merger of Medizone Utah 
with and into Medizone Nevada will have been complied with upon compliance 
with any of the filing and recording requirements thereof.

     5.0     The merger herein provided for shall become effective in the
State 
of Nevada on the date of filing hereof.

     MEDIZONE CANADA LIMITED,
     a Utah corporation


Date: July 20, 1998               By   /s/ Brenda M. Hall                      
                                  --------------------------------------
                                  Brenda M. Hall, President


Date: July 20, 1998               By  /s/ Paul Finlayson                       
                                  ---------------------------------------
                                  Paul Finlayson, Secretary

STATE OF UTAH       )
                    ) ss
COUNTY OF UTAH      )

          Personally appeared before me this 20th day of July, 1998,Brenda M.
Hall, who duly acknowledged to me that she is the President of Medizone Canada
Limited, a Utah corporation, and that she is authorized to and did execute the
foregoing Articles of Merger.


                         /s/ Sheryl Ross                                       
                         ----------------------------
                         NOTARY PUBLIC

STATE OF UTAH       )
                    ) ss
COUNTY OF UTAH      )

          Personally appeared before me this 20th day of July, 1998, Paul 
Finlayson, who duly acknowledged to me that he is the Secretary/Treasurer of 
Medizone Canada Limited, a Utah corporation and that he is authorized to and 
did execute the foregoing Articles of Merger.


                         /s/ Sheryl Ross                                       
                         -------------------------
                         NOTARY PUBLIC

<PAGE>

                         MEDIZONE CANADA LIMITED,
                         a Nevada corporation

                        By /s/ Brenda M. Hall                                  

                        --------------------------------
                               Brenda M. Hall, President


                         By /s/ Paul Finlayson                                 
                         -------------------------------
                                Paul Finlayson, Secretary/Treasurer


STATE OF UTAH       )
                    ) ss
COUNTY OF UTAH      )

          Personally appeared before me this 20th day of July, 1998, 
Brenda M. Hall, who duly acknowledged to me that she is the President of 
Medizone Canada Limited, a Nevada corporation, and that she is authorized to 
and did execute the foregoing Articles of Merger.


                         /s/ Sheryl Ross                                       
                         -----------------------------
                         NOTARY PUBLIC


STATE OF UTAH       )
                    ) ss
COUNTY OF UTAH      )

          Personally appeared before me this 20th day of July, 1998, Paul 
Findlayson, who duly acknowledged to me that he is the Secretary/Treasurer of 
Medizone Canada Limited, a Nevada corporation and that he is authorized to and 
did execute the foregoing Articles of Merger.


                         /s/ Sheryl Ross                                      
                         -------------------------
                         NOTARY PUBLIC