Exhibit 10.25

                                  CONFIDENTIAL

                DRAFT - SUBJECT TO COMMITMENT COMMITTEE APPROVAL

November 27, 2002

Mr. Charles Cardona
Adzone Research, Inc.
4062-80 Grummen Blvd.
Suite 201
Calverton, NY  11933

Dear Mr. Cardona:

This financial  advisory and investment  banking  agreement (the "Agreement") is
made and  entered  into as of the date  above  (the  "Effective  Date"),  by and
between  Spartan   Securities  Group,   Ltd.,  a  Florida  Limited   Partnership
("Spartan")  and  Adzone  Research,  Inc.,  a  Delaware  corporation,   and  its
subsidiaries,  affiliates,  portfolio companies and/or investments (collectively
hereinafter the "Company"),  for the purpose of defining and  acknowledging  the
terms of this Agreement.

In  consideration  of the  mutual  promises  made  herein and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

1.   Exclusivity.  The Company hereby engages  Spartan on an exclusive basis for
     the term specified in Paragraph 2 hereof to render  services to the Company
     as its  corporate  finance  consultant,  financial  advisor and  investment
     banker upon the terms and conditions set forth herein.

2.   Term and Termination. This Agreement shall be effective for a period of one
     year (the "Initial  Term"),  renewable for an additional  year,  commencing
     upon  the  Effective  Date of this  Agreement  and may be  extended  as the
     parties  shall  mutually  agree in  writing  (the  "Term"),  subject to the
     establishment  of  arrangements  for  additional   compensation  and  other
     appropriate terms for such extension. Beginning 60 days after the Effective
     Date of this  Agreement,  either party may terminate  Spartan's  engagement
     hereunder  at any time by  giving  the other  party at least 30 days  prior
     written notice, subject to the provisions of Paragraph 4 through 18, all of
     which shall survive any termination of this  Agreement,  except the monthly
     retainer.

3.   Services to be Provided.  During the Term of this Agreement,  Spartan shall
     provide the Company with such regular and customary consulting advice as is
     reasonably  requested by the Company,  provided  that Spartan  shall not be
     required  to  undertake  duties  not  reasonably  within  the  scope of the
     financial  advisory or investment  banking  services  contemplated  by this
     Agreement.  It is understood and acknowledged by the parties that the value
     of Spartan  advice is not readily  quantifiable,  and that Spartan shall be
     obligated to render advice upon the request of the Company,  in good faith,
     but  shall not be  obligated  to spend  any  specific  amount of time in so
     doing.  Spartan's  duties may include,  but will not necessarily be limited
     to, providing recommendations and assisting in the following:

     (a)  Arranging,  on behalf of the Company,  at appropriate times,  meetings
          with securities analysts of investment banking firms;

     (b)  Rendering advice with regard to internal operations, including:
          i.   the formation of corporate goals and their implementation;
          ii.  the   Company's   financial   structure   and  its  divisions  or
               subsidiaries;
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          iii. securing,   when  and  if  necessary  and  possible,   additional
               financing through banks and/or insurance companies; and
          iv.  corporate organization and personnel; and

     (c)  Rendering advice with regard to any of the following corporate finance
          matters:
          i.   changes in the capitalization of the Company;
          ii.  changes in the Company's corporate structure;
          iii. redistribution of shareholdings of the Company's stock;
          iv.  sales of securities in private transactions;
          v.   alternative uses of corporate assets; and
          vi.  structure and use of debt; and

     (d)  Rendering  advice or  assistance  with regard to any of the  following
          merger or acquisition activities:
          i.   the acquisition and/or merger of or with other companies;
          ii.  divestiture or any other similar transaction; and
          iii. the sale of the Company  itself (or any  significant  percentage,
               assets, subsidiaries or affiliates thereof); and

     (e)  Rendering advice and/or assistance with regard to any of the following
          capital raising activities:
          i.   bank financing or any other financing from financial institutions
               or  individuals  (including  but not limited to revolving  credit
               facilities,  lines of credit,  term  loans,  rediscounted  credit
               facilities,  senior and junior loans,  whether  collateralized or
               unsecured, etc.);
          ii.  act as Placement Agent for any private  offering of the Company's
               securities; and
          iii. act  as  underwriter  in any  public  offering  of the  Company's
               securities.

4.   COMPENSATION.  In consideration for the services rendered by Spartan to the
     Company  pursuant  to this  Agreement  (and  in  addition  to the  expenses
     provided for in Paragraph 7 hereof),  the Company shall compensate  Spartan
     as follows:

     (a)  INITIAL   RETAINER.   The   Company   shall  pay  Spartan  an  initial
          non-refundable  retainer  in the  amount of 300,000  common  shares of
          stock upon execution of this Agreement.

     (b)  MONTHLY  RETAINER.  Upon  completion  of a  financing  not  less  than
          $350,000.00, the Company shall pay Spartan a monthly consulting fee of
          two thousand  five hundred  dollars  ($2,500.00)  per month during the
          term of this Agreement  moving up to ($3000.00) per month upon funding
          of not less than $500,000.00,  the first payment of which shall be due
          on the first day of the month immediately  following the completion of
          a financing not less than $350,000.00.

     (c)  MERGER  AND   ACQUISITION   TRANSACTIONS.   If  any   Transaction  (as
          hereinafter  defined) is consummated during the Term of this Agreement
          with any parties,  whether  introduced  or contacted by the Company or
          Spartan during the Term, the Company shall pay at the closing of or as
          received on each such Transaction a cash fee equal to the sum of:
          i.   five  percent  (5%) of the  first  five  million  dollars  of the
               Aggregate   Consideration   (as  herein   after   defined)  of  a
               Transaction,
          ii.  four  percent  (4%) of the  second  five  million  dollars of the
               Aggregate Consideration of a Transaction,
<PAGE>
          iii. three  percent  (3%) of the third  five  million  dollars  of the
               Aggregate Consideration of a Transaction, and
          iv.  two percent  (2%) of the  Aggregate  Consideration  over  fifteen
               million dollars.

          Aggregate Consideration is defined and computed as follows:

          i.   The total sale proceeds and other  consideration  received (which
               shall be deemed to  include  amounts  paid  into  escrow)  by the
               Company  and/or  its  shareholders  or  by a  target  and/or  its
               shareholders upon the consummation of the Transaction  (including
               payments made in  installments),  inclusive of cash,  securities,
               notes,  consulting agreements and agreements not to compete, plus
               the total value of liabilities assumed.

          ii.  If the Aggregate  Consideration  for the Transaction  consists in
               whole or in part of  securities,  for the purposes of calculating
               the  amount  of  Aggregate  Consideration,   the  value  of  such
               securities  will be the value  thereof on the day  preceding  the
               consummation of the Transaction as the Company and Spartan agree;
               provided, however, that in the case of securities for which there
               is a public trading  market,  the value will be determined by the
               average last sales price for such  securities for the last twenty
               (20) days prior to such consummation as determined by Spartan and
               communicated  by  Spartan to the  Company.  If there is no public
               trading market for such  securities but securities have been sold
               in a private placement within the past 24 months, the fair market
               value  shall be based upon the gross sales price in the last such
               private placement. For other property received or receivable as a
               part of the Aggregate Consideration and the parties are unable to
               agree,  then  each of  Spartan  and the  Company  will  select an
               investment  banking firm respected in the merger and  acquisition
               field to  determine  a value  and the  midpoint  between  the two
               values  established  by the two  independent  experts will be the
               fair market value for the purpose hereof.

          For  the purposes of this Agreement, any of the following transactions
          shall constitute a "Transaction":

          i.   the sale,  outside of the  ordinary  course of  business,  of the
               Company or any of its assets, securities, or business by means of
               a  merger,  consolidation,   joint  venture,  exchange  offer  or
               purchase or sale of stock or assets, or any transaction resulting
               in any  change  of  control  of the  Company  or  its  assets  or
               business; or

          ii.  the  purchase by the Company,  outside of the ordinary  course of
               business, of another company or any of its assets,  securities or
               business  by means of a  merger,  consolidation,  joint  venture,
               exchange offer or purchase or sale of stock or assets.

     (d)  THIRD-PARTY  DEBT  PLACEMENTS.  In the event  Spartan is  involved  in
          originating a debt facility, inclusive of revolving credit facilities,
          lines of credit, term loans,  rediscounted  credit facilities,  senior
          and junior loans,  whether  collateralized  or unsecured,  etc.,  (the
          "Credit  Facility")  with a bank or other  institutional  lender  (the
          "Lending  Source"),  the Company will pay Spartan a fee of two percent
          (2%) of the  maximum  amount  of the  Credit  Facility.  In the  event
          Spartan is involved in arranging an increase in a Credit Facility, the
<PAGE>
          Company  will pay  Spartan a fee of two percent  (2%) of the  increase
          from the maximum amount of the existing Credit Facility to the maximum
          amount of the new Credit Facility.

     (e)  EQUITY PLACEMENTS AND UNDERWRITINGS ("EQUITY FINANCING  TRANSACTION").
          The Company shall grant Spartan a right of first refusal (i) to act as
          Placement Agent for any private offering of the Company's  securities;
          and (ii) to act as underwriter in any public offering of the Company's
          securities, except where such private equity placements originate from
          company officers and directors  themselves.  A fee with respect to any
          sale or distribution  of securities  arising from this engagement will
          be paid as follows:

          i.   Private  Placement  of Equity  (or  securities  convertible  into
               equity)

               Transaction Fee            Ten  percent  (10%) of gross  proceeds
                                          raised in the placement or placements

               Warrant Coverage           Amount equal to twenty  percent  (20%)
                                          of the  offering.  Warrants  shall  be
                                          priced at 100% of the  closing  market
                                          price   the   closing   day   of   the
                                          transaction.

               Non-Accountable Expense    Two percent (2%) of gross proceeds
               Allowance

          ii.  Public Offering of equity

               Transaction Fee            Seven  percent (7%) of gross  proceeds
                                          raised in the placement or placements

               Warrant Coverage           Amount  equal to ten percent  (10%) of
                                          the   offering.   Warrants   shall  be
                                          priced at 100% of the  closing  market
                                          price   the   closing   day   of   the
                                          transaction.

               Non-Accountable Expense    Two percent (2%) of gross proceeds
               Allowance

          All  Warrants  shall  expire three (3) years from the date of issuance
          and shall  have  "piggy  back" and  demand  registration  rights  and,
          anti-dilution  provisions  on any  forward  splits or single  material
          increases of ten (10) percent or more of the common stock,  acceptable
          to  Spartan.  In lieu of paying  the  Shares  Purchase  Price in cash,
          Spartan  may, at its option,  deliver to the Company for  cancellation
          shares of common stock or other outstanding  securities of the Company
          convertible  into  the  Company's   common  stock  (including   rights
          represented  by this  Warrant)  that have a value  equal to the Shares
          Purchase Price. The  determination of value shall be made by agreement
          between the Holder and the Company,  but,  failing such agreement,  by
          reference to the trading  price of the  Company's  common stock on the
          date of  exercise.  The  Shares  Purchase  Price may also be paid,  at
          Holder's  option,  by the Holder  canceling  any  indebtedness  of the
          Company to the Holder.
<PAGE>
     (f)  FAIRNESS  OPINIONS,  VALUATIONS AND OTHER SERVICES.  Fees and expenses
          payable to Spartan with regard to fairness  opinions,  valuations  and
          services  not  specifically  set forth  herein will be  determined  by
          mutual  agreement  in  writing at such time as the nature and terms of
          such transactions are determined.

5.   PAYMENT OF FEES. All fees to be paid pursuant to this Agreement are due and
     payable  to Spartan in cash and net of all  applicable  withholding  and/or
     similar taxes at the closing or closings of any transaction as specified in
     Paragraph 3 hereof. The Company hereby irrevocably authorizes and instructs
     third-party  funding sources,  including Lending Sources and private equity
     groups,  (the  "Funding  Sources"),  to pay  directly to Spartan  cash sums
     provided for in Paragraph 4 above and further  authorizes Spartan to notify
     the Funding  Sources of this  provision and the terms of this Agreement for
     purposes of this provision and payment of the sums due under Paragraph 4 of
     this Agreement.  The Company agrees that Spartan is a direct beneficiary of
     any  eventual  financing  agreement  between  the  Company  and the Funding
     Sources.  The Company hereby expressly agrees that in the event any dispute
     or  disagreement  arises with respect to the payment to Spartan of the sums
     due under  Paragraph 4 of this Agreement,  including any dispute  regarding
     the amount due Spartan under this  Agreement,  that the  Financing  Sources
     shall  immediately  place all disputed sums in an interest  bearing  Escrow
     account pending  resolution of the dispute.  The Company hereby irrevocably
     authorizes and instructs the Funding  Sources to escrow such disputed sums.
     The Company further agrees that any sums due under this Agreement which are
     not in dispute  shall not be  escrowed,  but shall be paid upon  closing to
     Spartan  by the  Funding  Sources as  provided  for under the terms of this
     Agreement.

6.   CONTINUING  OBLIGATION.  In the  event  that  this  Agreement  shall not be
     renewed or if terminated for any reason notwithstanding any such renewal or
     termination,  Spartan  shall be entitled  to a full fee as  provided  under
     Paragraph 4 hereof,  for any  transaction  for which the  discussions  were
     initiated during the Term of this Agreement and which is consummated within
     a period of twelve (12) months after  non-renewal  or  termination  of this
     Agreement.

7.   EXPENSE  REIMBURSEMENT.  In addition to the compensation payable hereunder,
     and  regardless  whether any  transaction  set forth in  Paragraphs  3 or 4
     hereof is proposed or consummated,  the Company shall reimburse Spartan for
     all fees and  disbursements  of Spartan's  counsel and Spartan's travel and
     out-of-pocket  expenses incurred in connection with the services  performed
     by Spartan pursuant to this Agreement, including without limitation, hotel,
     food and associated  expenses,  telephone  calls and legal  expenses.  Said
     expenses  shall not  exceed  $50 in any  30-day  period of the term  unless
     approved in writing by an officer or director of the Company.

8.   DEFAULT  BY THE  COMPANY.  In the event that the  Company  fails to pay the
     retainer  set forth in  Paragraph  4 (c) hereof for any month by the end of
     such  month,  Spartan  may at any time prior to the  payment in full of any
     such monthly payment,  demand payment of all or any portion of the past due
     monthly  retainers in Common Stock of the Company  valued at one-half (1/2)
     the fair market value thereof determined on the date such demand is made by
     Spartan on the Company.  Fair market value shall be  determined as follows:
     (i) if the Common Stock is quoted on the National Association of Securities
     Dealers, Inc. Automated Quotation System ("NASDAQ"),  the fair market value
     shall be the  closing  inside  bid price of the  Common  Stock as quoted on
     NASDAQ;  (ii) if the Common Stock is traded in the over the counter market,
     but not  quoted on  NASDAQ,  the fair  market  value  shall be the  average
     closing  bid  price  of the  Common  Stock;  (iii) if the  Common  Stock is
     publicly  traded in any market  other than  NASDAQ,  the fair market  value
<PAGE>
     shall be the  closing  bid price of the  Common  Stock;  (iv) if the Common
     Stock is not  publicly  traded,  but the  Company  has  concluded a private
     placement  of shares of Common  Stock  within the past 24 months,  the fair
     market  value shall be based upon the gross sales price of shares of Common
     Stock in the last such private  placement.  In the event that Spartan makes
     such a demand for payment in Common  Stock,  then the Company  shall either
     make all past due  payments  to Spartan  within five (5) days of receipt of
     such notice or promptly shall deliver restricted shares of its Common Stock
     to Spartan in payment of such retainer obligations. Spartan agrees that any
     Common Stock so received will be purchased for investment purposes only and
     not with a view to distribution.

9.   NON-PERFORMANCE BY SPARTAN. If Spartan fails to raise at least $250,000 net
     for AdZone  within 125 days,  this contract may be cancelled by AdZone with
     no further payments or compensation due Spartan.

10.  CONFIDENTIALITY.  The Company  acknowledges  that all  opinions  and advice
     (written  or oral)  given by Spartan  to the  Company  in  connection  with
     Spartan's  engagement  are  intended  solely for the benefit and use of the
     Company  in  considering  the  transaction  to which they  relate,  and the
     Company  agrees that no person or entity  other than the  Company  shall be
     entitled  to make use of or rely  upon the  advice of  Spartan  to be given
     hereunder,  and no such  opinion  or  advice  shall be used  for any  other
     purpose or reproduced,  disseminated, quoted or referred to at any time, in
     any  manner  or for any  purpose,  nor  may the  Company  make  any  public
     references to Spartan,  or use Spartan's  name in any annual reports or any
     other reports or releases of the Company  without  Spartan's  prior written
     consent.

11.  INDEPENDENT  CONTRACTOR.  The Company  acknowledges  that Spartan is in the
     business of providing  financial  services and consulting advice to others.
     Nothing herein contained shall be construed to limit or restrict Spartan in
     conducting  such  business  with respect to others,  or in  rendering  such
     advice to others.  Spartan  shall  perform  its  services  hereunder  as an
     independent  contractor  and  not  as an  employee  of  the  Company  or an
     affiliate thereof. It is expressly  understood and agreed to by the parties
     hereto that Spartan  shall have no authority to act for,  represent or bind
     the Company or any affiliate thereof in any manner, except as may be agreed
     to expressly by the Company in writing from time to time.

12.  RELIANCE. The Company recognizes and confirms that, in advising the Company
     and in fulfilling  its engagement  hereunder,  Spartan will use and rely on
     data,  material and other information  furnished to Spartan by the Company.
     The Company  acknowledges  and agrees that in performing its services under
     this  engagement,  Spartan  may rely  upon the  data,  material  and  other
     information  supplied by the Company  without  independently  verifying the
     accuracy, completeness or veracity of same.

13.  NOTICES. Any notice or communication  permitted or required hereunder shall
     be in writing and shall be deemed  sufficiently  given if hand-delivered or
     sent (i) postage prepaid by registered mail, return receipt  requested,  or
     (ii) by facsimile, to the respective parties as set forth below, or to such
     other address as either party may notify the other of in writing:

     If to the Company, to:                 Adzone Research, Inc.
                                            4062-80 Grummen Blvd.
                                            Suite 201
                                            Calverton, NY  11933
                                            Attention: Mr. Charles Cardona
                                            Title: Chief Executive Officer
<PAGE>
     If to Spartan, to:                     Spartan Securities Group, Ltd.
                                            405 Central Avenue
                                            Suite 202
                                            St. Petersburg, Florida 33701
                                            Attention: Micah Eldred
                                            Title: Senior Managing Partner

14.  INDEMNIFICATION.  Spartan  and the  Company  have  entered  into a separate
     letter agreement dated the date hereof (the "Indemnity Letter"),  providing
     for the  indemnification  of Spartan  by the  Company  in  connection  with
     Spartan's engagement hereunder.

15.  COUNTERPARTS. This Agreement may be executed in any number of counterparts,
     each of which together shall constitute one and the same original document.

16.  ASSIGNABILITY AND MODIFICATION. This Agreement is not assignable and cannot
     be modified or changed, nor can any of its provisions be waived,  except by
     the mutual agreement in writing of all parties.

          CHOICE OF LAWAND VENUE

              This  Agreement and the rights of the parties  hereunder  shall be
     governed by and construed in  accordance  with the laws of the state of the
     defendant including all matters of construction, validity, performance, and
     enforcement  and without  giving  effect to the  principles  of conflict of
     laws. Any legal action brought by the Company against the Consultant  shall
     be brought in the State of Florida,  County of  Hillsbourgh  and any action
     brought by the Consultant  against the Company shall be in the State of New
     York, County of Suffolk.

17.  SEVERABILITY.  Each paragraph, term or provision of this Agreement shall be
     considered  severable  and  if,  for any  reason,  any  paragraph,  term or
     provision is determined to be invalid or contrary to any existing or future
     law or  regulation,  such will not  impair  the  operation,  or effect  the
     remaining portions, of this Agreement.

18.  DISPUTE   RESOLUTION.   The  parties  shall  attempt  amicably  to  resolve
     disagreements  by negotiating with each other. In the event that the matter
     is not amicably resolved through negotiation,  any controversy,  dispute or
     disagreement arising out of or relating to this Agreement (a "Controversy")
     shall be submitted to a nationally recognized arbitration association, such
     as  J.A.M.S./Endispute or the American Arbitration  Association,  for final
     binding  arbitration,  which shall be conducted by a single arbitrator (the
     "Arbitrator")   in  Tampa,   Florida,   pursuant  to   J.A.M.S./Endispute's
     Arbitration Rules (the "Rules").  Notwithstanding  anything to the contrary
     contained  in the  Rules,  the  Arbitrator  shall not award  consequential,
     exemplary, incidental, punitive or special damages.

     If any party shall desire  relief of any nature  whatsoever  from any other
     party as a  result  of any  Controversy,  such  party  will  initiate  such
     arbitration proceedings within a reasonable time, but in no event more than
     one (1) year after the facts  underlying  said  Controversy  first arise or
     become known to the party seeking relief (whichever is later).  The failure
     of such party to  institute  such  proceedings  within said period shall be
     deemed a full waiver of any claim for such relief. Arbitrator may award the
     prevailing  party its costs for the arbitration  proceeding;  including its
     reasonable  attorneys' fees and costs.  The parties agree that the decision
     and award of the Arbitrator shall be taken, but that such award or decision
<PAGE>
     may be entered as a judgement and enforced in any court having jurisdiction
     over the party against whom  enforcement  is sought.  Any equitable  relief
     awarded  under this  paragraph  shall be  dissolved  upon  issuance  of the
     Arbitrator's decision and order.

     Notwithstanding  the provisions for dispute  resolution,  in the event of a
     breach or threatened  breach by any party to this  Agreement,  either party
     shall be  entitled  in order to  maintain  the status quo and  pending  the
     outcome of any arbitration  pursuant to this Agreement,  seek an injunction
     or similar equitable relief  restraining  either party, as the case may be,
     from  committing  or  continuing  any such breach or  threatened  breach or
     granting  specific  performance of any act required to be performed without
     the  necessity of showing that money  damages  would not afford an adequate
     remedy and without the necessity of posting any bond or other security. The
     parties  hereto  hereby  consent to the  jurisdiction  listed above for any
     proceedings  under this paragraph.  The parties agree that the availability
     of arbitration  in the Agreement  shall not be used by any party as grounds
     for the dismissal of an injunctive action instituted by the other party.

                                   Very truly yours,

                                   SPARTAN  SECURITIES  GROUP, LTD.


                                   By:
                                   Name:  Micah Eldred
                                   Title: Senior Managing Partner


Accepted and Agreed to as of the date first written above:

ADZONE RESEARCH, INC.

By:
Name:    Charles Cardona
Title:   Chief Executive Officer
<PAGE>



TO: Spartan Securities Group, Ltd.                             February 14, 2003
    405 Central Avenue, Suite 202
    St. Petersburg, Florida 33701

     In connection with your engagement pursuant to our letter agreement of even
date  herewith  (the  "Engagement"),  we agree to  indemnify  and hold  harmless
Spartan  Securities  Group,  Ltd.  ("Spartan" or "you") and its affiliates,  the
respective directors,  officers,  partners,  agents and employees of Spartan and
its affiliates, and each other person, if any, controlling Spartan or any of its
affiliates (collectively, "Indemnified Persons"), from and against, and we agree
that no  Indemnified  Person  shall  have  any  liability  to us or our  owners,
parents,  affiliates,  security  holders or creditors  for, any losses,  claims,
damages or liabilities  (including  actions or  proceedings in respect  thereof)
(collectively  "Losses")  (a)  related to or arising  out of (i) our  actions or
failures  to  act  (including  statements  or  omissions  made,  or  information
provided,  by us or  our  agents)  or  (ii)  actions  or  failures  to act by an
Indemnified Person with our consent or in reliance on our actions or failures to
act,  or (b)  otherwise  related to or  arising  out of the  Engagement  or your
performance  thereof,  except that this clause (b) shall not apply to any Losses
that are finally judicially  determined to have resulted primarily from your bad
faith  or  gross  negligence.  If such  indemnification  is for any  reason  not
available or  insufficient  to hold you harmless,  we agree to contribute to the
Losses  involved in such  proportion as is  appropriate  to reflect the relative
benefits  received (or anticipated to be received) by us and by you with respect
to the Engagement or, if such allocation is judicially  determined  unavailable,
in such proportion as is appropriate to reflect other  equitable  considerations
such as the  relative  fault of us on the one hand and of you on the other hand;
provided,  however,  that,  to the  extent  permitted  by  applicable  law,  the
Indemnified  Persons shall not be responsible for amounts which in the aggregate
are in excess  of the  amount of all fees  actually  received  by you from us in
connection  with the Engagement.  Relative  benefits to us, on the one hand, and
you, on the other hand, with respect to the Engagement  shall be deemed to be in
the same  proportion  as (i) the  total  value  paid or  proposed  to be paid or
received or proposed to be received by us or our security  holders,  as the case
may be, pursuant to the transaction(s), whether or not consummated, contemplated
by the  Engagement  bears to (ii) all fees paid or proposed to be paid to you by
us in connection with the Engagement.

     We will  reimburse  each  Indemnified  Person for all  expenses  (including
reasonable  fees and  disbursements  of  counsel)  as they are  incurred by such
Indemnified Person in connection with investigating,  preparing for or defending
any action,  claim,  investigation,  inquiry,  arbitration  or other  proceeding
("Action")  referred  to above  (or  enforcing  this  agreement  or any  related
engagement  agreement),  whether or not in connection with pending or threatened
litigation in which any Indemnified  Person is a party,  and whether or not such
Action is initiated or brought by you . We further agree that we will not settle
or  compromise  or  consent  to the  entry of any  judgment  in any  pending  or
threatened  Action in respect of which  indemnification  may be sought hereunder
(whether or not an Indemnified  Person is a party therein)  unless we have given
you reasonable  prior written  notice  thereof and used all reasonable  efforts,
after  consultation  with  you,  to  obtain  an  unconditional  release  of each
Indemnified  Person from all liability  arising  therefrom.  In the event we are
considering entering into one or a series of transactions  involving a merger or
other  business  combination  or  a  dissolution  or  liquidation  of  all  or a
significant  portion of our assets, we shall promptly notify you in writing.  If
requested by Spartan, we shall then establish alternative means of providing for
our obligations set forth herein on terms and conditions reasonably satisfactory
to Spartan.

     If multiple claims are brought against you in any Action with respect to at
least  one of  which  indemnification  is  permitted  under  applicable  law and
provided for under this agreement, we agree that any judgment, arbitration award
or other monetary award shall be conclusively deemed to be based on claims as to
which  indemnification is permitted and provided for. Our obligations  hereunder
shall be in  addition  to any  rights  that any  Indemnified  Person may have at
common law or otherwise.  Solely for the purpose of enforcing this agreement, we
hereby consent to personal jurisdiction and to service and venue in any court in
which any claim which is subject to this  agreement is brought by or against any
Indemnified  Person.  We acknowledge  that in connection with the Engagement you
are acting as an  independent  contractor  with duties  owing  solely to us. YOU
HEREBY AGREE, AND WE HEREBY AGREE ON OUR OWN BEHALF AND, TO THE EXTENT PERMITTED
BY  APPLICABLE  LAW, ON BEHALF OF OUR  SECURITY  HOLDERS,  TO WAIVE ANY RIGHT TO
TRIAL BY JURY WITH RESPECT TO ANY CLAIM,  COUNTER-CLAIM OR ACTION ARISING OUT OF
THE ENGAGEMENT, YOUR PERFORMANCE THEREOF OR THIS AGREEMENT.

     The provisions of this agreement  shall apply to the Engagement  (including
related  activities prior to the date hereof) and any  modification  thereof and
shall  remain  in  full  force  and  effect  regardless  of  the  completion  or
termination of the Engagement.  This agreement and any other agreements relating
to the Engagement  shall be under seal,  governed by and construed in accordance
with the laws of State of Florida, without regard to conflicts of law principles
thereof.

                                          Very truly yours,

Accepted and Agreed:

Spartan Securities Group, Ltd.            Client: Adzone Research, Inc.

By:                                       By:
   ----------------------------              ----------------------------
Name:  Micah Eldred                       Name:  Charles Cardona
Title: Senior Managing Partner            Title: Chief Executive Officer