EXHIBIT 10.5

                              EMPLOYMENT AGREEMENT

Agreement dated February 5, 2004, between ADZONE RESEARCH, INC. (hereinafter the
"company") and Charles A. Cardona III (hereinafter the "employee")

      The company employees the employee, and the employee agrees to be
      employed, Following terms and conditions:

      EMPLOYMENT - Employment continues as outlined effective today, February 5,
      2004 and will end on February 5, 2007 (Employment Period)

      SALARY - The Company shall pay Employee a salary plus stock options of
      (see exhibit A) per year, payable as a weekly payroll check.

      POSITION - The Company hires the Employee as CEO

      OTHER AGREEMENTS - Medical and Dental insurance is fully paid for the
      employee by the Company during the employment period. Company shall
      reimburse or pay for reasonable company vehicle expenses including lease
      or purchase payments, gas, tolls and repairs.

      LEGAL REPRESENTATION - AdZone Research agrees to defend employee against
      any and all legal claims and litigation. In addition AdZone Research
      further agrees to pay all expenses arising from any and all litigation,
      including but not limited to attorney's fee's legal fee's, misc. expenses,
      . Legal representation for Charles A. Cardona will continue beyond the
      term of this contract and will continue for the remainder of Charles A.
      Cardona's life.

      SETTLEMENT BY ARBITRATION - Any claim or controversy that arises out of or
      relates to this agreement, will be settled by arbitration. If any
      provision of this agreement is held invalid, the other provisions of this
      agreement will remain in effect. ORAL MODIFICATIONS ARE NOT BINDING. THIS
      AGREEMENT SUPERSEDES ALL PREVIOUS EMPLOYMENT AND OTHER AGREEMENTS BETWEEN
      CHARLES A. CARDONA AND ADZONE RESEARCH.

      EFFECT OF PRIOR AGREEMENTS - This agreement supersedes any prior agreement
      between AdZone Research and Charles A. Cardona III. The company assumes
      all outstanding unpaid back salary liability under previous contracts with
      AdZone Interactive, Inc.



                                    ADZONE RESEARCH, INC
                                    Company Name


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                                    Authorized Signature


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                                    Employee Signature

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                              Employment Agreement
                                   EXHIBIT A

Position:         CEO

Effective Date:   February 5, 2004

Base Salary:      2004              $161,000 annual
                  2005              $181,000 annual
                  2006              $191,000 annual
                  2007              $208,000 annual

                  The initial base salary shall be reduced to $1500 per week
                  until such time as the company reaches a cash flow positive
                  position for at least 1 month, or the company raises at least
                  $2 Million within 12 months, or management deems that the
                  companies cash position is sufficient to support an increase.
                  No additional salary above the reduced base shall accrue as
                  back salary during the first 6 months of this contract.


Bonuses:          Quarterly Qualitative Bonus of $ 10,000
                  2nd Year, Year end Qualitative Bonus of $ 25,000
                  Profitability Bonus, if the company reaches annual
                  profitability employee will receive a $100,000 bonus plus
                  250,000 shares in stock.

                  Employee shall receive an annual bonus as follows; .5% of the
                  previous years revenues plus 3.5% of the previous years
                  profits plus .5% of the transaction price of any acquisition.

                  The Board of Directors shall at it's discretion grant up to an
                  additional $100,000 in bonus to the employee on an annual
                  basis.


Stock Options:    The employee shall receive options to purchase 3,000,000
                  (Three Million) shares as follows.



                  Options for 750,000 shares at $.85 (85 cents)
                  Options for 750,000 shares at $1.00 (1 dollar)
                  Options for 750,000 shares at $1.50 (1 dollar and 50 cents)
                  Options for 750,000 shares at $1.75 (1 dollar and 75 cents)


                  Additionally the employee shall receive the following
                  3,000,000 options upon the company achieving $500,000 in total
                  revenues prior to March 31, 2005.
                  Options for 750,000 shares at $.85 (85 cents)
                  Options for 750,000 shares at $1.00 (1 dollar)
                  Options for 750,000 shares at $1.50 (1 dollar and 50 cents)
                  Options for 750,000 shares at $1.75 (1 dollar and 75 cents)

<PAGE>

All the options granted above shall be exercisable for 6 years from the date of
granting. Additionally the company shall maintain any existing options under
previous contracts.


Additional Incentives: Charles A. Cardona will receive 5% of all sales he is
involved with.



                                          ADZONE RESEARCH, INC.

                                          Company Name


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                                          Authorized Signature


                                          ----------------------------
                                          Employee Signature