Exhibit 10.13

                              CONSULTING AGREEMENT
RECITALS

CONSULTING  AGREEMENT  entered into this 19th day of August 2002, by and between
Adzone Research, Inc. (the "Company"), and Kyle G. Kennedy ("Consultant").

WHEREAS,  the Company  desires to hire the consulting  services of Consultant in
the  areas of  Business  Development,  Mergers  and  Acquisitions  and  Business
Strategy for the Company (the "Services") in connection the Company's business.

WHEREAS,  in consideration for the Services,  the Company shall issue its common
stock  that  shall be  registered  S-8  stock  upon  the  terms  and  conditions
hereinafter set forth.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

1. PROVISION OF SERVICES
Duties of Consultant,  The  Consultant  will provide such services and advice to
the  Company so as to advise the Company in  business  development,  mergers and
acquisitions,  business  strategy  and  corporate  image,  Without  limiting the
generality  of the  foregoing,  Consultant  will  also  assist  the  Company  in
developing,  studying and evaluating acquisition proposals,  prepare reports and
studies thereon when advisable,  and assist in matters of executive compensation
and discussions  pertaining  thereof.  Nothing  contained  herein  constitutes a
commitment on the part of the Consultant to find an  acquisition  target for the
Company or, if such target is found,  that any  transaction  will be  completed.
This  Agreement  is not a contract  for  listing  services,  and nothing in this
Agreement will require the Consultant to negotiate on behalf of the Company with
corporations  that are  involved  with  listings or making a market in corporate
securities ire the OTC markets.  Consultant  would undertake such services under
the direction of Charles Cardona, Company President.

1.1 Duties Expressly Excluded.  This Agreement expressly excludes the Consultant
from  providing  public  relation  services to the Company  inclusive of but not
limited to (i) direct or indirect  promotion of the Company's  securities;  (ii)
assistance in making of a market in the  Company's  securities.  The  Consultant
shall not have the power of  authority  to bind the  Company to any  transaction
without the Company's prior written consent.

2. ISSUANCE OF WARRANTS
The Company shall compensate the Consultant  warrants for tree trading shares of
Company's  Common  Stock.  The Company  shall issue the  Consultant  warrants to
purchase  2,000,000  freely  trading  shares of the Company's  Common Stock at a
prices as described below per share, upon execution of this agreement  according
to the schedule below.

The  warrants  will  expire  180 days  from the date of issue  according  to the
schedule  below,  and  Consultant  may  exercise any  available  warrants in any
increments  of $5,000 or more at any time prior to  expiration  according to the
schedule below.
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The  aforementioned  warrants  shall be considered  earned upon execution of the
agreement.  The Company shall  immediately  file an S-8  registration  including
these  shares.  The  Company  agrees to file  additional  S-8  registrations  if
necessary to fulfill the terms of the contract.

Schedule For Compensation

      Date                 Description                Amount/Number
1.  Execution       Warrants at $.04 per share      1,000,000 shares
2.  Execution       Warrants at $.06 pelt share     666,000 shares
3.  Execution       Warrants at $.08 per share      334,000 shares

3. PROPERTY
All work performed by Consultant  pursuant to this Agreement in connection  with
the Services or otherwise, including, without limitation, business and strategic
plans and proposals, and however rendered,  electronic or otherwise, and whether
or  not  patentable  or  copyrightable   (the   "Products"),   shall  be  deemed
works-made-for-hire  under United States copyright law and shall be the property
of the Company.  Consultant further agrees to and does hereby assign,  transfer,
and convey to the Company all of Consultant's  right,  title and interest in and
to the  Products,  and in  connection  therewith,  to execute and  deliver  such
documents  and take other  steps,  in order to enable the  Company,  in its sole
discretion,  to obtain  grants of  patent  and  registration  of  copyright  and
trademark, both domestic and foreign, in connection with the Products.

4. CONFIDENTIAL INFORMATION
The  Company  has  developed  and is the owner of  highly  valuable  and  unique
confidential and proprietary  technical  information related to the Business, as
well as business and financial  information  related thereto (the  "Confidential
Information").  Notwithstanding the foregoing,  "Confidential Information" shall
not  include  and the  provisions  of  this  Agreement  will  not  apply  to any
information  disclosed by the Company and/or  Consultant (1) if such information
is  demonstrated  to be  generally  available  to the  public at the time of its
disclosure to  Consultant;  (2) after the time,  if any,  that such  information
becomes generally available to the public without any breach by Consultant;  (3)
was already in  Consultant's  possession at the time of disclosure to Consultant
(whether such time of  disclosure  is before or after the date  hereof);  (4) is
developed  by  Consultant  independently  of the  Services;  or (5) was lawfully
received by Consultant from a third party without  restrictions on disclosure or
use.

Using  no  less  effort  than  the   Consultant   would  use  to  maintain   the
confidentiality  of  his  own  confidential  and  proprietary  information,  the
Consultant  shall  maintain in strict  confidence  and shall not disclose at any
time, without the prior written consent of the Company,  any of the Confidential
Information to any other person or entity,  unless such  information has entered
the public domain through lawful means, without violation of this Agreement,  or
pursuant to requirements of law or court order.
<PAGE>
5. SEVERABILITY
In the event that any one or more provisions herein shall for any reason be held
to be  invalid,  illegal  or  unenforceable  in any  respect,  such  invalidity,
illegality or unenforceability shall not affect any other provision hereof

6. INDEPENDENT CONTRACTOR
Consultant  acknowledges  and agrees  that he is  rendering  the  Services as an
independent contractor and not an employee of the Company and, accordingly,  the
Company shall have no  obligations  to  Consultant  in  connection  with payroll
taxes, employee benefits and the like.

7. NO ASSIGNMENT.
Consultant's  obligations hereto with respect to provision of Services shall not
be assignable  to any other person  without the express  written  consent of the
Company.

8. MISCELLANEOUS
This Agreement (i) constitutes the entire  agreement  between the parties hereto
with  respect  to the  subject  matter  hereof  and  shall  supersede  all prior
understandings and agreements as to such subject matter;  (ii) may be amended or
modified  only by a writing  executed by the party against whom  enforcement  is
sought;  (iii) shall inure to the benefit of and be binding upon the  respective
heirs, administrators,  personal representatives,  successors and assigns of the
parties  hereto;  and (iv) shall be governed by and construed in accordance with
the laws of Florida.

IN WITNESS WHEREOF,  the parties hereto have executed this Consulting  Agreement
as of the date and year first above written.

CONSULTANT:


Name and Title: Kyle G. Kennedy


COMPANY


Charles Cardona
President
Adzone Research Inc.