ADZONE RESEARCH, INC.
                           2006 Incentive Stock Plan-B

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      THIS ADZONE RESEARCH, INC. 2006 INCENTIVE STOCK PLAN-B (the "Plan") is
designed to retain directors, executives and selected employees and consultants
and reward them for making major contributions to the success of the Company.
These objectives are accomplished by making long-term incentive awards under the
Plan thereby providing Participants with a proprietary interest in the growth
and performance of the Company.

1.    Definitions.

      (a)   "Board" - The Board of Directors of the Company.

      (b)   "Code" - The Internal Revenue Code of 1986, as amended from time to
            time.

      (c)   "Committee" - The Compensation Committee of the Company's Board, or
            such other committee of the Board that is designated by the Board to
            administer the Plan, composed of not less than two members of the
            Board all of whom are disinterested persons, as contemplated by Rule
            16b-3 ("Rule 16b-3") promulgated under the Securities Exchange Act
            of 1934, as amended (the "Exchange Act").

      (d)   "Company" - ADZONE RESEARCH, INC. and its subsidiaries including
            subsidiaries of subsidiaries.

      (e)   "Exchange Act" - The Securities Exchange Act of 1934, as amended
            from time to time.

      (f)   "Fair Market Value" - The fair market value of the Company's issued
            and outstanding Stock as determined in good faith by the Board or
            Committee.

      (g)   "Grant" - The grant of any form of stock option, stock award, or
            stock purchase offer, whether granted singly, in combination or in
            tandem, to a Participant pursuant to such terms, conditions and
            limitations as the Committee may establish in order to fulfill the
            objectives of the Plan.

      (h)   "Grant Agreement" - An agreement between the Company and a
            Participant that sets forth the terms, conditions and limitations
            applicable to a Grant.

      (i)   "Option" - Either an Incentive Stock Option, in accordance with
            Section 422 of Code, or a Nonstatutory Option, to purchase the
            Company's Stock that may be awarded to a Participant under the Plan.
            A Participant who receives an award of an Option shall be referred
            to as an "Optionee."

      (j)   "Participant" - A director, officer, employee or consultant of the
            Company to whom an Award has been made under the Plan.
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      (k)   "Restricted Stock Purchase Offer" - A Grant of the right to purchase
            a specified number of shares of Stock pursuant to a written
            agreement issued under the Plan.

      (l)   "Securities Act" - The Securities Act of 1933, as amended from time
            to time.

      (m)   "Stock" - Authorized and issued or unissued shares of common stock
            of the Company.

      (n)   "Stock Award" - A Grant made under the Plan in stock or denominated
            in units of stock for which the Participant is not obligated to pay
            additional consideration.

2.    Administration. The Plan shall be administered by the Board, provided
      however, that the Board may delegate such administration to the Committee.
      Subject to the provisions of the Plan, the Board and/or the Committee
      shall have authority to (a) grant, in its discretion, Incentive Stock
      Options in accordance with Section 422 of the Code, or Nonstatutory
      Options, Stock Awards or Restricted Stock Purchase Offers; (b) determine
      in good faith the fair market value of the Stock covered by any Grant; (c)
      determine which eligible persons shall receive Grants and the number of
      shares, restrictions, terms and conditions to be included in such Grants;
      (d) construe and interpret the Plan; (e) promulgate, amend and rescind
      rules and regulations relating to its administration, and correct defects,
      omissions and inconsistencies in the Plan or any Grant; (f) consistent
      with the Plan and with the consent of the Participant, as appropriate,
      amend any outstanding Grant or amend the exercise date or dates thereof;
      (g) determine the duration and purpose of leaves of absence which may be
      granted to Participants without constituting termination of their
      employment for the purpose of the Plan or any Grant; and (h) make all
      other determinations necessary or advisable for the Plan's administration.
      The interpretation and construction by the Board of any provisions of the
      Plan or selection of Participants shall be conclusive and final. No member
      of the Board or the Committee shall be liable for any action or
      determination made in good faith with respect to the Plan or any Grant
      made thereunder.

3.    Eligibility.

      (a)   General: The persons who shall be eligible to receive Grants shall
            be directors, officers, employees or consultants to the Company. The
            term consultant shall mean any person, other than an employee, who
            is engaged by the Company to render services and is compensated for
            such services. An Optionee may hold more than one Option. Any
            issuance of a Grant to an officer or director of the Company
            subsequent to the first registration of any of the securities of the
            Company under the Exchange Act shall comply with the requirements of
            Rule 16b-3.

      (b)   Incentive Stock Options: Incentive Stock Options may only be issued
            to employees of the Company. Incentive Stock Options may be granted
            to officers or directors, provided they are also employees of the
            Company. Payment of a director's fee shall not be sufficient to
            constitute employment by the Company.

            The Company shall not grant an Incentive Stock Option under the Plan
      to any employee if such Grant would result in such employee holding the
      right to exercise for the first time in any one calendar year, under all
      Incentive Stock Options granted under the Plan or any other plan
      maintained by the Company, with respect to shares of Stock having an
      aggregate fair market value, determined as of the date of the Option is
      granted, in excess of $100,000. Should it be determined that an Incentive
      Stock Option granted under the Plan exceeds such maximum for any reason
      other than a failure in good faith to value the Stock subject to such
      option, the excess portion of such option shall be considered a
      Nonstatutory Option. To the extent the employee holds two (2) or more such
      Options which become exercisable for the first time in the same calendar
      year, the foregoing limitation on the exercisability of such Option as
      Incentive Stock Options under the Federal tax laws shall be applied on the
      basis of the order in which such Options are granted. If, for any reason,
      an entire Option does not qualify as an Incentive Stock Option by reason
      of exceeding such maximum, such Option shall be considered a Nonstatutory
      Option.


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      (c)   Nonstatutory Option: The provisions of the foregoing Section 3(b)
            shall not apply to any Option designated as a "Nonstatutory Option"
            or which sets forth the intention of the parties that the Option be
            a Nonstatutory Option.

      (d)   Stock Awards and Restricted Stock Purchase Offers: The provisions of
            this Section 3 shall not apply to any Stock Award or Restricted
            Stock Purchase Offer under the Plan.

4.    Stock.

      (a)   Authorized Stock: Stock subject to Grants may be either unissued or
            reacquired Stock.

      (b)   Number of Shares: Subject to adjustment as provided in Section 5(i)
            of the Plan, the total number of shares of Stock which may be
            purchased or granted directly by Options, Stock Awards or Restricted
            Stock Purchase Offers, or purchased indirectly through exercise of
            Options granted under the Plan shall not exceed Twenty Million Nine
            Hundred Thousand (20,900,000). If any Grant shall for any reason
            terminate or expire, any shares allocated thereto but remaining
            unpurchased upon such expiration or termination shall again be
            available for Grants with respect thereto under the Plan as though
            no Grant had previously occurred with respect to such shares. Any
            shares of Stock issued pursuant to a Grant and repurchased pursuant
            to the terms thereof shall be available for future Grants as though
            not previously covered by a Grant.

      (c)   Reservation of Shares: The Company shall reserve and keep available
            at all times during the term of the Plan such number of shares as
            shall be sufficient to satisfy the requirements of the Plan. If,
            after reasonable efforts, which efforts shall not include the
            registration of the Plan or Grants under the Securities Act, the
            Company is unable to obtain authority from any applicable regulatory
            body, which authorization is deemed necessary by legal counsel for
            the Company for the lawful issuance of shares hereunder, the Company
            shall be relieved of any liability with respect to its failure to
            issue and sell the shares for which such requisite authority was so
            deemed necessary unless and until such authority is obtained.

      (d)   Application of Funds: The proceeds received by the Company from the
            sale of Stock pursuant to the exercise of Options or rights under
            Stock Purchase Agreements will be used for general corporate
            purposes.


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      (e)   No Obligation to Exercise: The issuance of a Grant shall impose no
            obligation upon the Participant to exercise any rights under such
            Grant.

5.    Terms and Conditions of Options. Options granted hereunder shall be
      evidenced by agreements between the Company and the respective Optionees,
      in such form and substance as the Board or Committee shall from time to
      time approve. The form of Incentive Stock Option Agreement attached hereto
      as Exhibit A and the three forms of a Nonstatutory Stock Option Agreement
      for employees, for directors and for consultants, attached hereto as
      Exhibit B-1, Exhibit B-2 and Exhibit B-3, respectively, shall be deemed to
      be approved by the Board. Option agreements need not be identical, and in
      each case may include such provisions as the Board or Committee may
      determine, but all such agreements shall be subject to and limited by the
      following terms and conditions:

      (a)   Number of Shares: Each Option shall state the number of shares to
            which it pertains.

      (b)   Exercise Price: Each Option shall state the exercise price, which
            shall be determined as follows:

            (i)   Any Incentive Stock Option granted to a person who at the time
                  the Option is granted owns (or is deemed to own pursuant to
                  Section 424(d) of the Code) stock possessing more than ten
                  percent (10%) of the total combined voting power or value of
                  all classes of stock of the Company ("Ten Percent Holder")
                  shall have an exercise price of no less than 110% of the Fair
                  Market Value of the Stock as of the date of grant.

                  For the purposes of this Section 5(b), the Fair Market Value
            shall be as determined by the Board in good faith, which
            determination shall be conclusive and binding; provided however,
            that if there is a public market for such Stock, the Fair Market
            Value per share shall be the average of the bid and asked prices (or
            the closing price if such stock is listed on the NASDAQ National
            Market System or Small Cap Issue Market) on the date of grant of the
            Option, or if listed on a stock exchange, the closing price on such
            exchange on such date of grant.

      (c)   Medium and Time of Payment: The exercise price shall become
            immediately due upon exercise of the Option and shall be paid in
            cash or check made payable to the Company. Should the Company's
            outstanding Stock be registered under Section 12(g) of the Exchange
            Act at the time the Option is exercised, then the exercise price may
            also be paid as follows:

            (i)   in shares of Stock held by the Optionee for the requisite
                  period necessary to avoid a charge to the Company's earnings
                  for financial reporting purposes and valued at Fair Market
                  Value on the exercise date, or

            (ii)  through a special sale and remittance procedure pursuant to
                  which the Optionee shall concurrently provide irrevocable
                  written instructions (a) to a Company designated brokerage
                  firm to effect the immediate sale of the purchased shares and
                  remit to the Company, out of the sale proceeds available on
                  the settlement date, sufficient funds to cover the aggregate
                  exercise price payable for the purchased shares plus all
                  applicable Federal, state and local income and employment
                  taxes required to be withheld by the Company by reason of such
                  purchase and (b) to the Company to deliver the certificates
                  for the purchased shares directly to such brokerage firm in
                  order to complete the sale transaction.


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                  At the discretion of the Board, exercisable either at the time
            of Option grant or of Option exercise, the exercise price may also
            be paid (i) by Optionee's delivery of a promissory note in form and
            substance satisfactory to the Company and permissible under the
            Securities Rules of the State of Delaware and bearing interest at a
            rate determined by the Board in its sole discretion, but in no event
            less than the minimum rate of interest required to avoid the
            imputation of compensation income to the Optionee under the Federal
            tax laws, or (ii) in such other form of consideration permitted by
            the Delaware corporations law as may be acceptable to the Board.

      (d)   Term and Exercise of Options: Any Option granted to an employee of
            the Company shall become exercisable over a period of no longer than
            five (5) years, and no less than twenty percent (20%) of the shares
            covered thereby shall become exercisable annually. No Option shall
            be exercisable, in whole or in part, prior to one (1) year from the
            date it is granted unless the Board shall specifically determine
            otherwise, as provided herein. In no event shall any Option be
            exercisable after the expiration of ten (10) years from the date it
            is granted, and no Incentive Stock Option granted to a Ten Percent
            Holder shall, by its terms, be exercisable after the expiration of
            five (5) years from the date of the Option. Unless otherwise
            specified by the Board or the Committee in the resolution
            authorizing such Option, the date of grant of an Option shall be
            deemed to be the date upon which the Board or the Committee
            authorizes the granting of such Option.

                  Each Option shall be exercisable to the nearest whole share,
            in installments or otherwise, as the respective Option agreements
            may provide. During the lifetime of an Optionee, the Option shall be
            exercisable only by the Optionee and shall not be assignable or
            transferable by the Optionee, and no other person shall acquire any
            rights therein. To the extent not exercised, installments (if more
            than one) shall accumulate, but shall be exercisable, in whole or in
            part, only during the period for exercise as stated in the Option
            agreement, whether or not other installments are then exercisable.

      (e)   Termination of Status as Employee, Consultant or Director: If
            Optionee's status as an employee shall terminate for any reason
            other than Optionee's disability or death, then Optionee (or if the
            Optionee shall die after such termination, but prior to exercise,
            Optionee's personal representative or the person entitled to succeed
            to the Option) shall have the right to exercise the portions of any
            of Optionee's Incentive Stock Options which were exercisable as of
            the date of such termination, in whole or in part, not less than 30
            days nor more than three (3) months after such termination (or, in
            the event of "termination for good cause" as that term is defined in
            Delaware case law related thereto, or by the terms of the Plan or
            the Option Agreement or an employment agreement, the Option shall
            automatically terminate as of the termination of employment as to
            all shares covered by the Option).


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                  With respect to Nonstatutory Options granted to employees,
            directors or consultants, the Board may specify such period for
            exercise, not less than 30 days (except that in the case of
            "termination for cause" or removal of a director, the Option shall
            automatically terminate as of the termination of employment or
            services as to shares covered by the Option, following termination
            of employment or services as the Board deems reasonable and
            appropriate. The Option may be exercised only with respect to
            installments that the Optionee could have exercised at the date of
            termination of employment or services. Nothing contained herein or
            in any Option granted pursuant hereto shall be construed to affect
            or restrict in any way the right of the Company to terminate the
            employment or services of an Optionee with or without cause.

      (f)   Disability of Optionee: If an Optionee is disabled (within the
            meaning of Section 22(e)(3) of the Code) at the time of termination,
            the three (3) month period set forth in Section 5(e) shall be a
            period, as determined by the Board and set forth in the Option, of
            not less than six months nor more than one year after such
            termination.

      (g)   Death of Optionee: If an Optionee dies while employed by, engaged as
            a consultant to, or serving as a Director of the Company, the
            portion of such Optionee's Option which was exercisable at the date
            of death may be exercised, in whole or in part, by the estate of the
            decedent or by a person succeeding to the right to exercise such
            Option at any time within (i) a period, as determined by the Board
            and set forth in the Option, of not less than six (6) months nor
            more than one (1) year after Optionee's death, which period shall
            not be more, in the case of a Nonstatutory Option, than the period
            for exercise following termination of employment or services, or
            (ii) during the remaining term of the Option, whichever is the
            lesser. The Option may be so exercised only with respect to
            installments exercisable at the time of Optionee's death and not
            previously exercised by the Optionee.

      (h)   Nontransferability of Option: No Option shall be transferable by the
            Optionee, except by will or by the laws of descent and distribution.

      (i)   Recapitalization: Subject to any required action of shareholders,
            the number of shares of Stock covered by each outstanding Option,
            and the exercise price per share thereof set forth in each such
            Option, shall be proportionately adjusted for any increase or
            decrease in the number of issued shares of Stock of the Company
            resulting from a stock split, stock dividend, combination,
            subdivision or reclassification of shares, or the payment of a stock
            dividend, or any other increase or decrease in the number of such
            shares affected without receipt of consideration by the Company;
            provided, however, the conversion of any convertible securities of
            the Company shall not be deemed to have been "effected without
            receipt of consideration" by the Company.

                  In the event of a proposed dissolution or liquidation of the
            Company, a merger or consolidation in which the Company is not the
            surviving entity, or a sale of all or substantially all of the
            assets or capital stock of the Company (collectively, a
            "Reorganization"), unless otherwise provided by the Board, this
            Option shall terminate immediately prior to such date as is
            determined by the Board, which date shall be no later than the
            consummation of such Reorganization. In such event, if the entity
            which shall be the surviving entity does not tender to Optionee an
            offer, for which it has no obligation to do so, to substitute for
            any unexercised Option a stock option or capital stock of such
            surviving of such surviving entity, as applicable, which on an
            equitable basis shall provide the Optionee with substantially the
            same economic benefit as such unexercised Option, then the Board may
            grant to such Optionee, in its sole and absolute discretion and
            without obligation, the right for a period commencing thirty (30)
            days prior to and ending immediately prior to the date determined by
            the Board pursuant hereto for termination of the Option or during
            the remaining term of the Option, whichever is the lesser, to
            exercise any unexpired Option or Options without regard to the
            installment provisions of Paragraph 6(d) of the Plan; provided, that
            any such right granted shall be granted to all Optionees not
            receiving an offer to receive substitute options on a consistent
            basis, and provided further, that any such exercise shall be subject
            to the consummation of such Reorganization.


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                  Subject to any required action of shareholders, if the Company
            shall be the surviving entity in any merger or consolidation, each
            outstanding Option thereafter shall pertain to and apply to the
            securities to which a holder of shares of Stock equal to the shares
            subject to the Option would have been entitled by reason of such
            merger or consolidation.

                  In the event of a change in the Stock of the Company as
            presently constituted, which is limited to a change of all of its
            authorized shares without par value into the same number of shares
            with a par value, the shares resulting from any such change shall be
            deemed to be the Stock within the meaning of the Plan.

                  To the extent that the foregoing adjustments relate to stock
            or securities of the Company, such adjustments shall be made by the
            Board, whose determination in that respect shall be final, binding
            and conclusive. Except as expressly provided in this Section 5(i),
            the Optionee shall have no rights by reason of any subdivision or
            consolidation of shares of stock of any class or the payment of any
            stock dividend or any other increase or decrease in the number of
            shares of stock of any class, and the number or price of shares of
            Stock subject to any Option shall not be affected by, and no
            adjustment shall be made by reason of, any dissolution, liquidation,
            merger, consolidation or sale of assets or capital stock, or any
            issue by the Company of shares of stock of any class or securities
            convertible into shares of stock of any class.

                  The Grant of an Option pursuant to the Plan shall not affect
            in any way the right or power of the Company to make any
            adjustments, reclassifications, reorganizations or changes in its
            capital or business structure or to merge, consolidate, dissolve, or
            liquidate or to sell or transfer all or any part of its business or
            assets.

      (j)   Rights as a Shareholder: An Optionee shall have no rights as a
            shareholder with respect to any shares covered by an Option until
            the effective date of the issuance of the shares following exercise
            of such Option by Optionee. No adjustment shall be made for
            dividends (ordinary or extraordinary, whether in cash, securities or
            other property) or distributions or other rights for which the
            record date is prior to the date such stock certificate is issued,
            except as expressly provided in Section 5(i) hereof.

      (k)   Modification, Acceleration, Extension, and Renewal of Options:
            Subject to the terms and conditions and within the limitations of
            the Plan, the Board may modify an Option, or, once an Option is
            exercisable, accelerate the rate at which it may be exercised, and
            may extend or renew outstanding Options granted under the Plan or
            accept the surrender of outstanding Options (to the extent not
            theretofore exercised) and authorize the granting of new Options in
            substitution for such Options, provided such action is permissible
            under Section 422 of the Code and the Delaware Securities Rules.
            Notwithstanding the provisions of this Section 5(k), however, no
            modification of an Option shall, without the consent of the
            Optionee, alter to the Optionee's detriment or impair any rights or
            obligations under any Option theretofore granted under the Plan.


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      (l)   Exercise Before Exercise Date: At the discretion of the Board, the
            Option may, but need not, include a provision whereby the Optionee
            may elect to exercise all or any portion of the Option prior to the
            stated exercise date of the Option or any installment thereof. Any
            shares so purchased prior to the stated exercise date shall be
            subject to repurchase by the Company upon termination of Optionee's
            employment as contemplated by Section 5(n) hereof prior to the
            exercise date stated in the Option and such other restrictions and
            conditions as the Board or Committee may deem advisable.

      (m)   Other Provisions: The Option agreements authorized under the Plan
            shall contain such other provisions, including, without limitation,
            restrictions upon the exercise of the Options, as the Board or the
            Committee shall deem advisable. Shares shall not be issued pursuant
            to the exercise of an Option, if the exercise of such Option or the
            issuance of shares thereunder would violate, in the opinion of legal
            counsel for the Company, the provisions of any applicable law or the
            rules or regulations of any applicable governmental or
            administrative agency or body, such as the Code, the Securities Act,
            the Exchange Act, the Delaware Securities Rules, Delaware
            corporation law, and the rules promulgated under the foregoing or
            the rules and regulations of any exchange upon which the shares of
            the Company are listed. Without limiting the generality of the
            foregoing, the exercise of each Option shall be subject to the
            condition that if at any time the Company shall determine that (i)
            the satisfaction of withholding tax or other similar liabilities, or
            (ii) the listing, registration or qualification of any shares
            covered by such exercise upon any securities exchange or under any
            state or federal law, or (iii) the consent or approval of any
            regulatory body, or (iv) the perfection of any exemption from any
            such withholding, listing, registration, qualification, consent or
            approval is necessary or desirable in connection with such exercise
            or the issuance of shares thereunder, then in any such event, such
            exercise shall not be effective unless such withholding, listing
            registration, qualification, consent, approval or exemption shall
            have been effected, obtained or perfected free of any conditions not
            acceptable to the Company.

      (n)   Repurchase Agreement: The Board may, in its discretion, require as a
            condition to the Grant of an Option hereunder, that an Optionee
            execute an agreement with the Company, in form and substance
            satisfactory to the Board in its discretion ("Repurchase
            Agreement"), (i) restricting the Optionee's right to transfer shares
            purchased under such Option without first offering such shares to
            the Company or another shareholder of the Company upon the same
            terms and conditions as provided therein; and (ii) providing that
            upon termination of Optionee's employment with the Company, for any
            reason, the Company (or another shareholder of the Company, as
            provided in the Repurchase Agreement) shall have the right at its
            discretion (or the discretion of such other shareholders) to
            purchase and/or redeem all such shares owned by the Optionee on the
            date of termination of his or her employment at a price equal to:
            (A) the fair value of such shares as of such date of termination; or
            (B) if such repurchase right lapses at 20% of the number of shares
            per year, the original purchase price of such shares, and upon terms
            of payment permissible under the Delaware securities rules; provided
            that in the case of Options or Stock Awards granted to officers,
            directors, consultants or affiliates of the Company, such repurchase
            provisions may be subject to additional or greater restrictions as
            determined by the Board or Committee.


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6.    Stock Awards and Restricted Stock Purchase Offers.

      (a)   Types of Grants.

            (i)   Stock Award. All or part of any Stock Award under the Plan may
                  be subject to conditions established by the Board or the
                  Committee, and set forth in the Stock Award Agreement, which
                  may include, but are not limited to, continuous service with
                  the Company, achievement of specific business objectives,
                  increases in specified indices, attaining growth rates and
                  other comparable measurements of Company performance. Such
                  Awards may be based on Fair Market Value or other specified
                  valuation. All Stock Awards will be made pursuant to the
                  execution of a Stock Award Agreement substantially in the form
                  attached hereto as Exhibit C.

            (ii)  Restricted Stock Purchase Offer. A Grant of a Restricted Stock
                  Purchase Offer under the Plan shall be subject to such (i)
                  vesting contingencies related to the Participant's continued
                  association with the Company for a specified time and (ii)
                  other specified conditions as the Board or Committee shall
                  determine, in their sole discretion, consistent with the
                  provisions of the Plan. All Restricted Stock Purchase Offers
                  shall be made pursuant to a Restricted Stock Purchase Offer
                  substantially in the form attached hereto as Exhibit D.

      (b)   Conditions and Restrictions. Shares of Stock which Participants may
            receive as a Stock Award under a Stock Award Agreement or Restricted
            Stock Purchase Offer under a Restricted Stock Purchase Offer may
            include such restrictions as the Board or Committee, as applicable,
            shall determine, including restrictions on transfer, repurchase
            rights, right of first refusal, and forfeiture provisions. When
            transfer of Stock is so restricted or subject to forfeiture
            provisions it is referred to as "Restricted Stock". Further, with
            Board or Committee approval, Stock Awards or Restricted Stock
            Purchase Offers may be deferred, either in the form of installments
            or a future lump sum distribution. The Board or Committee may permit
            selected Participants to elect to defer distributions of Stock
            Awards or Restricted Stock Purchase Offers in accordance with
            procedures established by the Board or Committee to assure that such
            deferrals comply with applicable requirements of the Code including,
            at the choice of Participants, the capability to make further
            deferrals for distribution after retirement. Any deferred
            distribution, whether elected by the Participant or specified by the
            Stock Award Agreement, Restricted Stock Purchase Offers or by the
            Board or Committee, may require the payment be forfeited in
            accordance with the provisions of Section 6(c). Dividends or
            dividend equivalent rights may be extended to and made part of any
            Stock Award or Restricted Stock Purchase Offers denominated in Stock
            or units of Stock, subject to such terms, conditions and
            restrictions as the Board or Committee may establish.


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      (c)   Cancellation and Rescission of Grants. Unless the Stock Award
            Agreement or Restricted Stock Purchase Offer specifies otherwise,
            the Board or Committee, as applicable, may cancel any unexpired,
            unpaid, or deferred Grants at any time if the Participant is not in
            compliance with all other applicable provisions of the Stock Award
            Agreement or Restricted Stock Purchase Offer, the Plan and with the
            following conditions:

            (i)   A Participant shall not render services for any organization
                  or engage directly or indirectly in any business which, in the
                  judgment of the chief executive officer of the Company or
                  other senior officer designated by the Board or Committee, is
                  or becomes competitive with the Company, or which organization
                  or business, or the rendering of services to such organization
                  or business, is or becomes otherwise prejudicial to or in
                  conflict with the interests of the Company. For Participants
                  whose employment has terminated, the judgment of the chief
                  executive officer shall be based on the Participant's position
                  and responsibilities while employed by the Company, the
                  Participant's post-employment responsibilities and position
                  with the other organization or business, the extent of past,
                  current and potential competition or conflict between the
                  Company and the other organization or business, the effect on
                  the Company's customers, suppliers and competitors and such
                  other considerations as are deemed relevant given the
                  applicable facts and circumstances. A Participant who has
                  retired shall be free, however, to purchase as an investment
                  or otherwise, stock or other securities of such organization
                  or business so long as they are listed upon a recognized
                  securities exchange or traded over-the-counter, and such
                  investment does not represent a substantial investment to the
                  Participant or a greater than ten percent (10%) equity
                  interest in the organization or business.

            (ii)  A Participant shall not, without prior written authorization
                  from the Company, disclose to anyone outside the Company, or
                  use in other than the Company's business, any confidential
                  information or material, as defined in the Company's
                  Proprietary Information and Invention Agreement or similar
                  agreement regarding confidential information and intellectual
                  property, relating to the business of the Company, acquired by
                  the Participant either during or after employment with the
                  Company.

            (iii) A Participant, pursuant to the Company's Proprietary
                  Information and Invention Agreement, shall disclose promptly
                  and assign to the Company all right, title and interest in any
                  invention or idea, patentable or not, made or conceived by the
                  Participant during employment by the Company, relating in any
                  manner to the actual or anticipated business, research or
                  development work of the Company and shall do anything
                  reasonably necessary to enable the Company to secure a patent
                  where appropriate in the United States and in foreign
                  countries.

            (iv)  Upon exercise, payment or delivery pursuant to a Grant, the
                  Participant shall certify on a form acceptable to the
                  Committee that he or she is in compliance with the terms and
                  conditions of the Plan. Failure to comply with all of the
                  provisions of this Section 6(c) prior to, or during the six
                  months after, any exercise, payment or delivery pursuant to a
                  Grant shall cause such exercise, payment or delivery to be
                  rescinded. The Company shall notify the Participant in writing
                  of any such rescission within two years after such exercise,
                  payment or delivery. Within ten days after receiving such a
                  notice from the Company, the Participant shall pay to the
                  Company the amount of any gain realized or payment received as
                  a result of the rescinded exercise, payment or delivery
                  pursuant to a Grant. Such payment shall be made either in cash
                  or by returning to the Company the number of shares of Stock
                  that the Participant received in connection with the rescinded
                  exercise, payment or delivery.


                                      -10-
<PAGE>

      (d)   Nonassignability.

            (i)   Except pursuant to Section 6(e)(iii) and except as set forth
                  in Section 6(d)(ii), no Grant or any other benefit under the
                  Plan shall be assignable or transferable, or payable to or
                  exercisable by, anyone other than the Participant to whom it
                  was granted.

            (ii)  Where a Participant terminates employment and retains a Grant
                  pursuant to Section 6(e)(ii) in order to assume a position
                  with a governmental, charitable or educational institution,
                  the Board or Committee, in its discretion and to the extent
                  permitted by law, may authorize a third party (including but
                  not limited to the trustee of a "blind" trust), acceptable to
                  the applicable governmental or institutional authorities, the
                  Participant and the Board or Committee, to act on behalf of
                  the Participant with regard to such Awards.

      (e)   Termination of Employment. If the employment or service to the
            Company of a Participant terminates, other than pursuant to any of
            the following provisions under this Section 6(e), all unexercised,
            deferred and unpaid Stock Awards or Restricted Stock Purchase Offers
            shall be cancelled immediately, unless the Stock Award Agreement or
            Restricted Stock Purchase Offer provides otherwise:

            (i)   Retirement Under a Company Retirement Plan. When a
                  Participant's employment terminates as a result of retirement
                  in accordance with the terms of a Company retirement plan, the
                  Board or Committee may permit Stock Awards or Restricted Stock
                  Purchase Offers to continue in effect beyond the date of
                  retirement in accordance with the applicable Grant Agreement
                  and the exercisability and vesting of any such Grants may be
                  accelerated.

            (ii)  Rights in the Best Interests of the Company. When a
                  Participant resigns from the Company and, in the judgment of
                  the Board or Committee, the acceleration and/or continuation
                  of outstanding Stock Awards or Restricted Stock Purchase
                  Offers would be in the best interests of the Company, the
                  Board or Committee may (i) authorize, where appropriate, the
                  acceleration and/or continuation of all or any part of Grants
                  issued prior to such termination and (ii) permit the exercise,
                  vesting and payment of such Grants for such period as may be
                  set forth in the applicable Grant Agreement, subject to
                  earlier cancellation pursuant to Section 9 or at such time as
                  the Board or Committee shall deem the continuation of all or
                  any part of the Participant's Grants are not in the Company's
                  best interest.

            (iii) Death or Disability of a Participant.

                  (1)   In the event of a Participant's death, the Participant's
                        estate or beneficiaries shall have a period up to the
                        expiration date specified in the Grant Agreement within
                        which to receive or exercise any outstanding Grant held
                        by the Participant under such terms as may be specified
                        in the applicable Grant Agreement. Rights to any such
                        outstanding Grants shall pass by will or the laws of
                        descent and distribution in the following order: (a) to
                        beneficiaries so designated by the Participant; if none,
                        then (b) to a legal representative of the Participant;
                        if none, then (c) to the persons entitled thereto as
                        determined by a court of competent jurisdiction. Grants
                        so passing shall be made at such times and in such
                        manner as if the Participant were living.


                                      -11-
<PAGE>

                  (2)   In the event a Participant is deemed by the Board or
                        Committee to be unable to perform his or her usual
                        duties by reason of mental disorder or medical condition
                        which does not result from facts which would be grounds
                        for termination for cause, Grants and rights to any such
                        Grants may be paid to or exercised by the Participant,
                        if legally competent, or a committee or other legally
                        designated guardian or representative if the Participant
                        is legally incompetent by virtue of such disability.

                  (3)   After the death or disability of a Participant, the
                        Board or Committee may in its sole discretion at any
                        time (1) terminate restrictions in Grant Agreements; (2)
                        accelerate any or all installments and rights; and (3)
                        instruct the Company to pay the total of any accelerated
                        payments in a lump sum to the Participant, the
                        Participant's estate, beneficiaries or representative;
                        notwithstanding that, in the absence of such termination
                        of restrictions or acceleration of payments, any or all
                        of the payments due under the Grant might ultimately
                        have become payable to other beneficiaries.

                  (4)   In the event of uncertainty as to interpretation of or
                        controversies concerning this Section 6, the
                        determinations of the Board or Committee, as applicable,
                        shall be binding and conclusive.

7.    Investment Intent. All Grants under the Plan are intended to be exempt
      from registration under the Securities Act provided by Rule 701
      thereunder. Unless and until the granting of Options or sale and issuance
      of Stock subject to the Plan are registered under the Securities Act or
      shall be exempt pursuant to the rules promulgated thereunder, each Grant
      under the Plan shall provide that the purchases or other acquisitions of
      Stock thereunder shall be for investment purposes and not with a view to,
      or for resale in connection with, any distribution thereof. Further,
      unless the issuance and sale of the Stock have been registered under the
      Securities Act, each Grant shall provide that no shares shall be purchased
      upon the exercise of the rights under such Grant unless and until (i) all
      then applicable requirements of state and federal laws and regulatory
      agencies shall have been fully complied with to the satisfaction of the
      Company and its counsel, and (ii) if requested to do so by the Company,
      the person exercising the rights under the Grant shall (i) give written
      assurances as to knowledge and experience of such person (or a
      representative employed by such person) in financial and business matters
      and the ability of such person (or representative) to evaluate the merits
      and risks of exercising the Option, and (ii) execute and deliver to the
      Company a letter of investment intent and/or such other form related to
      applicable exemptions from registration, all in such form and substance as
      the Company may require. If shares are issued upon exercise of any rights
      under a Grant without registration under the Securities Act, subsequent
      registration of such shares shall relieve the purchaser thereof of any
      investment restrictions or representations made upon the exercise of such
      rights.


                                      -12-
<PAGE>

8.    Amendment, Modification, Suspension or Discontinuance of the Plan. The
      Board may, insofar as permitted by law, from time to time, with respect to
      any shares at the time not subject to outstanding Grants, suspend or
      terminate the Plan or revise or amend it in any respect whatsoever, except
      that without the approval of the shareholders of the Company, no such
      revision or amendment shall (i) increase the number of shares subject to
      the Plan, (ii) decrease the price at which Grants may be granted, (iii)
      materially increase the benefits to Participants, or (iv) change the class
      of persons eligible to receive Grants under the Plan; provided, however,
      no such action shall alter or impair the rights and obligations under any
      Option, or Stock Award, or Restricted Stock Purchase Offer outstanding as
      of the date thereof without the written consent of the Participant
      thereunder. No Grant may be issued while the Plan is suspended or after it
      is terminated, but the rights and obligations under any Grant issued while
      the Plan is in effect shall not be impaired by suspension or termination
      of the Plan.

      In the event of any change in the outstanding Stock by reason of a stock
split, stock dividend, combination or reclassification of shares,
recapitalization, merger, or similar event, the Board or the Committee may
adjust proportionally (a) the number of shares of Stock (i) reserved under the
Plan, (ii) available for Incentive Stock Options and Nonstatutory Options and
(iii) covered by outstanding Stock Awards or Restricted Stock Purchase Offers;
(b) the Stock prices related to outstanding Grants; and (c) the appropriate Fair
Market Value and other price determinations for such Grants. In the event of any
other change affecting the Stock or any distribution (other than normal cash
dividends) to holders of Stock, such adjustments as may be deemed equitable by
the Board or the Committee, including adjustments to avoid fractional shares,
shall be made to give proper effect to such event. In the event of a corporate
merger, consolidation, acquisition of property or stock, separation,
reorganization or liquidation, the Board or the Committee shall be authorized to
issue or assume stock options, whether or not in a transaction to which Section
424(a) of the Code applies, and other Grants by means of substitution of new
Grant Agreements for previously issued Grants or an assumption of previously
issued Grants.

9.    Tax Withholding. The Company shall have the right to deduct applicable
      taxes from any Grant payment and withhold, at the time of delivery or
      exercise of Options, Stock Awards or Restricted Stock Purchase Offers or
      vesting of shares under such Grants, an appropriate number of shares for
      payment of taxes required by law or to take such other action as may be
      necessary in the opinion of the Company to satisfy all obligations for
      withholding of such taxes. If Stock is used to satisfy tax withholding,
      such stock shall be valued based on the Fair Market Value when the tax
      withholding is required to be made.

10.   Availability of Information. During the term of the Plan and any
      additional period during which a Grant granted pursuant to the Plan shall
      be exercisable, the Company shall make available, not later than one
      hundred and twenty (120) days following the close of each of its fiscal
      years, such financial and other information regarding the Company as is
      required by the bylaws of the Company and applicable law to be furnished
      in an annual report to the shareholders of the Company.

11.   Notice. Any written notice to the Company required by any of the
      provisions of the Plan shall be addressed to the chief personnel officer
      or to the chief executive officer of the Company, and shall become
      effective when it is received by the office of the chief personnel officer
      or the chief executive officer.


                                      -13-
<PAGE>

12.   Indemnification of Board. In addition to such other rights or
      indemnifications as they may have as directors or otherwise, and to the
      extent allowed by applicable law, the members of the Board and the
      Committee shall be indemnified by the Company against the reasonable
      expenses, including attorneys' fees, actually and necessarily incurred in
      connection with the defense of any claim, action, suit or proceeding, or
      in connection with any appeal thereof, to which they or any of them may be
      a party by reason of any action taken, or failure to act, under or in
      connection with the Plan or any Grant granted thereunder, and against all
      amounts paid by them in settlement thereof (provided such settlement is
      approved by independent legal counsel selected by the Company) or paid by
      them in satisfaction of a judgment in any such claim, action, suit or
      proceeding, except in any case in relation to matters as to which it shall
      be adjudged in such claim, action, suit or proceeding that such Board or
      Committee member is liable for negligence or misconduct in the performance
      of his or her duties; provided that within sixty (60) days after
      institution of any such action, suit or Board proceeding the member
      involved shall offer the Company, in writing, the opportunity, at its own
      expense, to handle and defend the same.

13.   Governing Law. The Plan and all determinations made and actions taken
      pursuant hereto, to the extent not otherwise governed by the Code or the
      securities laws of the United States, shall be governed by the law of the
      State of Delaware and construed accordingly.

14.   Effective and Termination Dates. The Plan shall become effective on the
      date it is approved by the holders of a majority of the shares of Stock
      then outstanding. The Plan shall terminate ten years later, subject to
      earlier termination by the Board pursuant to Section 8.

      The foregoing 2006 Incentive Stock Plan-B (consisting of 14 pages,
including this page) was duly adopted and approved by the Board of Directors on
January 26, 2006 and subject to the approval of the shareholders of the
Corporation on or before ________, 2006.

                                            ADZONE RESEARCH, INC.,
                                            a Delaware corporation


                                            By:  /s/ Charles Cardona
                                                 -------------------------------
                                                 Charles Cardona
                                            Its: Chief Executive Officer


                                      -14-
<PAGE>

                                    EXHIBIT A

                              ADZONE RESEARCH, INC.
                        INCENTIVE STOCK OPTION AGREEMENT

================================================================================

      THIS INCENTIVE STOCK OPTION AGREEMENT ("Agreement") is made and entered
into as of the date set forth below, by and between ADZONE RESEARCH, INC., a
Delaware corporation (the "Company"), and the employee of the Company named in
Section 1(b). ("Optionee"):

      In consideration of the covenants herein set forth, the parties hereto
agree as follows:

      1. Option Information.

            (a)   Date of Option:    _____________________________

            (b)   Optionee:          _____________________________

            (c)   Number of Shares:  _____________________________

            (d)   Exercise Price:    _____________________________

      2. Acknowledgements.

            (a) Optionee is an employee of the Company.

            (b) The Board of Directors (the "Board" which term shall include an
      authorized committee of the Board of Directors) and shareholders of the
      Company have heretofore adopted a 2006 Incentive Stock Plan-B (the
      "Plan"), pursuant to which this Option is being granted.

            (c) The Board has authorized the granting to Optionee of an
      incentive stock option ("Option") as defined in Section 422 of the
      Internal Revenue Code of 1986, as amended, (the "Code") to purchase shares
      of common stock of the Company ("Stock") upon the terms and conditions
      hereinafter stated and pursuant to an exemption from registration under
      the Securities Act of 1933, as amended (the "Securities Act") provided by
      Rule 701 thereunder.

      3. Shares; Price. The Company hereby grants to Optionee the right to
purchase, upon and subject to the terms and conditions herein stated, the number
of shares of Stock set forth in Section 1(c) above (the "Shares") for cash (or
other consideration as is authorized under the Plan and acceptable to the Board,
in their sole and absolute discretion) at the price per Share set forth in
Section 1(d) above (the "Exercise Price"), such price being not less than the
fair market value per share of the Shares covered by this Option as of the date
hereof (unless Optionee is the owner of Stock possessing ten percent or more of
the total voting power or value of all outstanding Stock of the Company, in
which case the Exercise Price shall be no less than 110% of the fair market
value of such Stock).
<PAGE>

      4. Term of Option; Continuation of Employment. This Option shall expire,
and all rights hereunder to purchase the Shares shall terminate five (5) from
the date hereof. This Option shall earlier terminate subject to Sections 7 and 8
hereof upon, and as of the date of, the termination of Optionee's employment if
such termination occurs prior to the end of such five (5) year period. Nothing
contained herein shall confer upon Optionee the right to the continuation of his
or her employment by the Company or to interfere with the right of the Company
to terminate such employment or to increase or decrease the compensation of
Optionee from the rate in existence at the date hereof.

      5. Vesting of Option. Subject to the provisions of Sections 7 and 8
hereof, this Option shall become exercisable during the term of Optionee's
employment in four (4) equal annual installments of twenty-five percent (25%) of
the Shares covered by this Option, the first installment to be exercisable on
the six (6) month anniversary of the date of this Option (the "Initial Vesting
Date"), with an additional twenty-five percent (25%) of such Shares becoming
exercisable on each of the three (3) successive twelve (12) month periods
following the Initial Vesting Date. The installments shall be cumulative (i.e.,
this option may be exercised, as to any or all Shares covered by an installment,
at any time or times after an installment becomes exercisable and until
expiration or termination of this option).

      6. Exercise. This Option shall be exercised by delivery to the Company of
(a) written notice of exercise stating the number of Shares being purchased (in
whole shares only) and such other information set forth on the form of Notice of
Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the
Exercise Price of the Shares covered by the notice (or such other consideration
as has been approved by the Board of Directors consistent with the Plan) and (c)
a written investment representation as provided for in Section 13 hereof. This
Option shall not be assignable or transferable, except by will or by the laws of
descent and distribution, and shall be exercisable only by Optionee during his
or her lifetime, except as provided in Section 8 hereof.

      7. Termination of Employment. If Optionee shall cease to be employed by
the Company for any reason, whether voluntarily or involuntarily, other than by
his or her death, Optionee (or if the Optionee shall die after such termination,
but prior to such exercise date, Optionee's personal representative or the
person entitled to succeed to the Option) shall have the right at any time
within three (3) months following such termination of employment or the
remaining term of this Option, whichever is the lesser, to exercise in whole or
in part this Option to the extent, but only to the extent, that this Option was
exercisable as of the date of termination of employment and had not previously
been exercised; provided, however: (i) if Optionee is permanently disabled
(within the meaning of Section 22(e)(3) of the Code) at the time of termination,
the foregoing three (3) month period shall be extended to six (6) months; or
(ii) if Optionee is terminated "for cause" as that term is defined under the
Delaware Labor Code and case law related thereto, or by the terms of the Plan or
this Option Agreement or by any employment agreement between the Optionee and
the Company, this Option shall automatically terminate as to all Shares covered
by this Option not exercised prior to termination. Unless earlier terminated,
all rights under this Option shall terminate in any event on the expiration date
of this Option as defined in Section 4 hereof.


                                      -2-
<PAGE>

      8. Death of Optionee. If the Optionee shall die while in the employ of the
Company, Optionee's personal representative or the person entitled to Optionee's
rights hereunder may at any time within six (6) months after the date of
Optionee's death, or during the remaining term of this Option, whichever is the
lesser, exercise this Option and purchase Shares to the extent, but only to the
extent, that Optionee could have exercised this Option as of the date of
Optionee's death; provided, in any case, that this Option may be so exercised
only to the extent that this Option has not previously been exercised by
Optionee.

      9. No Rights as Shareholder. Optionee shall have no rights as a
shareholder with respect to the Shares covered by any installment of this Option
until the effective date of issuance of Shares following exercise of this
Option, and no adjustment will be made for dividends or other rights for which
the record date is prior to the date such stock certificate or certificates are
issued except as provided in Section 10 hereof.

      10. Recapitalization. Subject to any required action by the shareholders
of the Company, the number of Shares covered by this Option, and the Exercise
Price thereof, shall be proportionately adjusted for any increase or decrease in
the number of issued shares resulting from a subdivision or consolidation of
shares or the payment of a stock dividend, or any other increase or decrease in
the number of such shares effected without receipt of consideration by the
Company; provided however that the conversion of any convertible securities of
the Company shall not be deemed having been "effected without receipt of
consideration by the Company".

      In the event of a proposed dissolution or liquidation of the Company, a
merger or consolidation in which the Company is not the surviving entity, or a
sale of all or substantially all of the assets or capital stock of the Company
(collectively, a "Reorganization"), unless otherwise provided by the Board, this
Option shall terminate immediately prior to such date as is determined by the
Board, which date shall be no later than the consummation of such
Reorganization. In such event, if the entity which shall be the surviving entity
does not tender to Optionee an offer, for which it has no obligation to do so,
to substitute for any unexercised Option a stock option or capital stock of such
surviving of such surviving entity, as applicable, which on an equitable basis
shall provide the Optionee with substantially the same economic benefit as such
unexercised Option, then the Board may grant to such Optionee, in its sole and
absolute discretion and without obligation, the right for a period commencing
thirty (30) days prior to and ending immediately prior to the date determined by
the Board pursuant hereto for termination of the Option or during the remaining
term of the Option, whichever is the lesser, to exercise any unexpired Option or
Options without regard to the installment provisions of Section 5; provided,
however, that such exercise shall be subject to the consummation of such
Reorganization.

      Subject to any required action by the shareholders of the Company, if the
Company shall be the surviving entity in any merger or consolidation, this
Option thereafter shall pertain to and apply to the securities to which a holder
of Shares equal to the Shares subject to this Option would have been entitled by
reason of such merger or consolidation, and the installment provisions of
Section 5 shall continue to apply.


                                      -3-
<PAGE>

      In the event of a change in the shares of the Company as presently
constituted, which is limited to a change of all of its authorized Stock without
par value into the same number of shares of Stock with a par value, the shares
resulting from any such change shall be deemed to be the Shares within the
meaning of this Option.

      To the extent that the foregoing adjustments relate to shares or
securities of the Company, such adjustments shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive. Except as
hereinbefore expressly provided, Optionee shall have no rights by reason of any
subdivision or consolidation of shares of Stock of any class or the payment of
any stock dividend or any other increase or decrease in the number of shares of
stock of any class, and the number and price of Shares subject to this Option
shall not be affected by, and no adjustments shall be made by reason of, any
dissolution, liquidation, merger, consolidation or sale of assets or capital
stock, or any issue by the Company of shares of stock of any class or securities
convertible into shares of stock of any class.

      The grant of this Option shall not affect in any way the right or power of
the Company to make adjustments, reclassifications, reorganizations or changes
in its capital or business structure or to merge, consolidate, dissolve or
liquidate or to sell or transfer all or any part of its business or assets.

      11. Additional Consideration. Should the Internal Revenue Service
determine that the Exercise Price established by the Board as the fair market
value per Share is less than the fair market value per Share as of the date of
Option grant, Optionee hereby agrees to tender such additional consideration, or
agrees to tender upon exercise of all or a portion of this Option, such fair
market value per Share as is determined by the Internal Revenue Service.

      12. Modifications, Extension and Renewal of Options. The Board or
Committee, as described in the Plan, may modify, extend or renew this Option or
accept the surrender thereof (to the extent not theretofore exercised) and
authorize the granting of a new option in substitution therefore (to the extent
not theretofore exercised), subject at all times to the Plan, and Section 422 of
the Code. Notwithstanding the foregoing provisions of this Section 12, no
modification shall, without the consent of the Optionee, alter to the Optionee's
detriment or impair any rights of Optionee hereunder.

      13. Investment Intent; Restrictions on Transfer.

            (a) Optionee represents and agrees that if Optionee exercises this
      Option in whole or in part, Optionee will in each case acquire the Shares
      upon such exercise for the purpose of investment and not with a view to,
      or for resale in connection with, any distribution thereof; and that upon
      such exercise of this Option in whole or in part, Optionee (or any person
      or persons entitled to exercise this Option under the provisions of
      Sections 7 and 8 hereof) shall furnish to the Company a written statement
      to such effect, satisfactory to the Company in form and substance. If the
      Shares represented by this Option are registered under the Securities Act,
      either before or after the exercise of this Option in whole or in part,
      the Optionee shall be relieved of the foregoing investment representation
      and agreement and shall not be required to furnish the Company with the
      foregoing written statement.

            (b) Optionee further represents that Optionee has had access to the
      financial statements or books and records of the Company, has had the
      opportunity to ask questions of the Company concerning its business,
      operations and financial condition, and to obtain additional information
      reasonably necessary to verify the accuracy of such information.


                                      -4-
<PAGE>

            (c) Unless and until the Shares represented by this Option are
      registered under the Securities Act, all certificates representing the
      Shares and any certificates subsequently issued in substitution therefor
      and any certificate for any securities issued pursuant to any stock split,
      share reclassification, stock dividend or other similar capital event
      shall bear legends in substantially the following form:

      THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE
      SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR
      SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST
      THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE
      ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE
      SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.

      THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO
      THAT CERTAIN INCENTIVE STOCK OPTION AGREEMENT DATED ____________ BETWEEN
      THE COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES
      WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.

such other legend or legends as the Company and its counsel deem necessary or
appropriate. Appropriate stop transfer instructions with respect to the Shares
have been placed with the Company's transfer agent.

      14. Effects of Early Disposition. Optionee understands that if an Optionee
disposes of shares acquired hereunder within two (2) years after the date of
this Option or within one (1) year after the date of issuance of such shares to
Optionee, such Optionee will be treated for income tax purposes as having
received ordinary income at the time of such disposition of an amount generally
measured by the difference between the purchase price and the fair market value
of such stock on the date of exercise, subject to adjustment for any tax
previously paid, in addition to any tax on the difference between the sales
price and Optionee's adjusted cost basis in such shares. The foregoing amount
may be measured differently if Optionee is an officer, director or ten percent
holder of the Company. Optionee agrees to notify the Company within ten (10)
working days of any such disposition.

      15. Stand-off Agreement. Optionee agrees that in connection with any
registration of the Company's securities under the Securities Act, and upon the
request of the Company or any underwriter managing an underwritten offering of
the Company's securities, Optionee shall not sell, short any sale of, loan,
grant an option for, or otherwise dispose of any of the Shares (other than
Shares included in the offering) without the prior written consent of the
Company or such managing underwriter, as applicable, for a period of at least
one year following the effective date of registration of such offering.


                                      -5-
<PAGE>

      16. Restriction Upon Transfer. The Shares may not be sold, transferred or
otherwise disposed of and shall not be pledged or otherwise hypothecated by the
Optionee except as hereinafter provided.

            (a) Repurchase Right on Termination Other Than for Cause. For the
      purposes of this Section, a "Repurchase Event" shall mean an occurrence of
      one of (i) termination of Optionee's employment by the Company, voluntary
      or involuntary and with or without cause; (ii) retirement or death of
      Optionee; (iii) bankruptcy of Optionee, which shall be deemed to have
      occurred as of the date on which a voluntary or involuntary petition in
      bankruptcy is filed with a court of competent jurisdiction; (iv)
      dissolution of the marriage of Optionee, to the extent that any of the
      Shares are allocated as the sole and separate property of Optionee's
      spouse pursuant thereto (in which case this Section shall only apply to
      the Shares so affected); or (v) any attempted transfer by the Optionee of
      Shares, or any interest therein, in violation of this Agreement. Upon the
      occurrence of a Repurchase Event, the Company shall have the right (but
      not an obligation) to repurchase all or any portion of the Shares of
      Optionee at a price equal to the fair value of the Shares as of the date
      of the Repurchase Event.

            (b) Repurchase Right on Termination for Cause. In the event
      Optionee's employment is terminated by the Company "for cause", then the
      Company shall have the right (but not an obligation) to repurchase Shares
      of Optionee at a price equal to the Exercise Price. Such right of the
      Company to repurchase Shares shall apply to 100% of the Shares for one (1)
      year from the date of this Agreement; and shall thereafter lapse at the
      rate of twenty percent (20%) of the Shares on each anniversary of the date
      of this Agreement. In addition, the Company shall have the right, in the
      sole discretion of the Board and without obligation, to repurchase upon
      termination for cause all or any portion of the Shares of Optionee, at a
      price equal to the fair value of the Shares as of the date of termination,
      which right is not subject to the foregoing lapsing of rights. In the
      event the Company elects to repurchase the Shares, the stock certificates
      representing the same shall forthwith be returned to the Company for
      cancellation.

            (c) Exercise of Repurchase Right. Any Repurchase Right under
      Paragraphs 16(a) or 16(b) shall be exercised by giving notice of exercise
      as provided herein to Optionee or the estate of Optionee, as applicable.
      Such right shall be exercised, and the repurchase price thereunder shall
      be paid, by the Company within a ninety (90) day period beginning on the
      date of notice to the Company of the occurrence of such Repurchase Event
      (except in the case of termination of employment or retirement, where such
      option period shall begin upon the occurrence of the Repurchase Event).
      Such repurchase price shall be payable only in the form of cash (including
      a check drafted on immediately available funds) or cancellation of
      purchase money indebtedness of the Optionee for the Shares. If the Company
      can not purchase all such Shares because it is unable to meet the
      financial tests set forth in Delaware and/or Delaware corporation law, the
      Company shall have the right to purchase as many Shares as it is permitted
      to purchase under such sections. Any Shares not purchased by the Company
      hereunder shall no longer be subject to the provisions of this Section 16.


                                      -6-
<PAGE>

            (d) Right of First Refusal. In the event Optionee desires to
      transfer any Shares during his or her lifetime, Optionee shall first offer
      to sell such Shares to the Company. Optionee shall deliver to the Company
      written notice of the intended sale, such notice to specify the number of
      Shares to be sold, the proposed purchase price and terms of payment, and
      grant the Company an option for a period of thirty days following receipt
      of such notice to purchase the offered Shares upon the same terms and
      conditions. To exercise such option, the Company shall give notice of that
      fact to Optionee within the thirty (30) day notice period and agree to pay
      the purchase price in the manner provided in the notice. If the Company
      does not purchase all of the Shares so offered during foregoing option
      period, Optionee shall be under no obligation to sell any of the offered
      Shares to the Company, but may dispose of such Shares in any lawful manner
      during a period of one hundred and eighty (180) days following the end of
      such notice period, except that Optionee shall not sell any such Shares to
      any other person at a lower price or upon more favorable terms than those
      offered to the Company.

            (e) Acceptance of Restrictions. Acceptance of the Shares shall
      constitute the Optionee's agreement to such restrictions and the legending
      of his certificates with respect thereto. Notwithstanding such
      restrictions, however, so long as the Optionee is the holder of the
      Shares, or any portion thereof, he shall be entitled to receive all
      dividends declared on and to vote the Shares and to all other rights of a
      shareholder with respect thereto.

            (f) Permitted Transfers. Notwithstanding any provisions in this
      Section 16 to the contrary, the Optionee may transfer Shares subject to
      this Agreement to his or her parents, spouse, children, or grandchildren,
      or a trust for the benefit of the Optionee or any such transferee(s);
      provided, that such permitted transferee(s) shall hold the Shares subject
      to all the provisions of this Agreement (all references to the Optionee
      herein shall in such cases refer mutatis mutandis to the permitted
      transferee, except in the case of clause (iv) of Section 16(a) wherein the
      permitted transfer shall be deemed to be rescinded); and provided further,
      that notwithstanding any other provisions in this Agreement, a permitted
      transferee may not, in turn, make permitted transfers without the written
      consent of the Optionee and the Company.

            (g) Release of Restrictions on Shares. All other restrictions under
      this Section 16 shall terminate five (5) years following the date of this
      Agreement, or when the Company's securities are publicly traded, whichever
      occurs earlier.

      17. Notices. Any notice required to be given pursuant to this Option or
the Plan shall be in writing and shall be deemed to be delivered upon receipt
or, in the case of notices by the Company, five (5) days after deposit in the
U.S. mail, postage prepaid, addressed to Optionee at the address last provided
to the Company by Optionee for his or her employee records.


                                      -7-
<PAGE>

      18. Agreement Subject to Plan; Applicable Law. This Option is made
pursuant to the Plan and shall be interpreted to comply therewith. A copy of
such Plan is available to Optionee, at no charge, at the principal office of the
Company. Any provision of this Option inconsistent with the Plan shall be
considered void and replaced with the applicable provision of the Plan. This
Option has been granted, executed and delivered in the State of Delaware, and
the interpretation and enforcement shall be governed by the laws thereof and
subject to the exclusive jurisdiction of the courts therein.

      IN WITNESS WHEREOF, the parties hereto have executed this Option as of the
date first above written.

                           COMPANY:   ADZONE RESEARCH, INC.,
                                      a Delaware corporation


                                      By:    ____________________________

                                      Name:  ____________________________

                                      Title: ____________________________

                           OPTIONEE:

                                      By:    ____________________________
                                                     (signature)

                                      Name:  ____________________________

             (one of the following, as appropriate, shall be signed)

I certify that as of the date              By his or her signature, the spouse
hereof I am unmarried                      of Optionee hereby agrees to be bound
                                           by the  provisions of the foregoing
                                           INCENTIVE STOCK OPTION AGREEMENT


__________________________________         __________________________________
           Optionee                               Spouse of Optionee


                                      -8-
<PAGE>

                                   Appendix A

                               NOTICE OF EXERCISE

ADZONE RESEARCH, INC.

      Re:   Incentive Stock Option

      Notice is hereby given pursuant to Section 6 of my Incentive Stock Option
Agreement that I elect to purchase the number of shares set forth below at the
exercise price set forth in my option agreement:

      Incentive Stock Option Agreement dated: ____________

      Number of shares being purchased: ____________

      Exercise Price: $____________

      A check in the amount of the aggregate price of the shares being purchased
is attached.

      I hereby confirm that such shares are being acquired by me for my own
account for investment purposes, and not with a view to, or for resale in
connection with, any distribution thereof. I will not sell or dispose of my
Shares in violation of the Securities Act of 1933, as amended, or any applicable
federal or state securities laws. Further, I understand that the exemption from
taxable income at the time of exercise is dependent upon my holding such stock
for a period of at least one year from the date of exercise and two years from
the date of grant of the Option.

      I understand that the certificate representing the Option Shares will bear
a restrictive legend within the contemplation of the Securities Act and as
required by such other state or federal law or regulation applicable to the
issuance or delivery of the Option Shares.

      I agree to provide to the Company such additional documents or information
as may be required pursuant to the Company's 2006 Incentive Stock Plan-B.


                                      By:    ____________________________
                                                     (signature)

                                      Name:  ____________________________


                                   Appendix A
<PAGE>

                                   EXHIBIT B-1

                              ADZONE RESEARCH, INC.
                  EMPLOYEE NONSTATUTORY STOCK OPTION AGREEMENT

================================================================================

      THIS EMPLOYEE NONSTATUTORY STOCK OPTION AGREEMENT ("Agreement") is made
and entered into as of the date set forth below, by and between ADZONE RESEARCH,
INC., a Delaware corporation (the "Company"), and the following employee of the
Company ("Optionee"):

      In consideration of the covenants herein set forth, the parties hereto
agree as follows:

      1. Option Information.

            (a)   Date of Option:    _____________________________

            (b)   Optionee:          _____________________________

            (c)   Number of Shares:  _____________________________

            (d)   Exercise Price:    _____________________________

      2. Acknowledgements.

            (a) Optionee is an employee of the Company.

            (b) The Board of Directors (the "Board" which term shall include an
      authorized committee of the Board of Directors) and shareholders of the
      Company have heretofore adopted a 2006 Incentive Stock Plan-B (the
      "Plan"), pursuant to which this Option is being granted; and

            (c) The Board has authorized the granting to Optionee of a
      nonstatutory stock option ("Option") to purchase shares of common stock of
      the Company ("Stock") upon the terms and conditions hereinafter stated and
      pursuant to an exemption from registration under the Securities Act of
      1933, as amended (the "Securities Act") provided by Rule 701 thereunder.

      3. Shares; Price. Company hereby grants to Optionee the right to purchase,
upon and subject to the terms and conditions herein stated, the number of shares
of Stock set forth in Section 1(c) above (the "Shares") for cash (or other
consideration as is authorized under the Plan and acceptable to the Board of
Directors of the Company, in their sole and absolute discretion) at the price
per Share set forth in Section 1(d) above (the "Exercise Price"), such price
being not less than eighty-five percent (85%) of the fair market value per share
of the Shares covered by this Option as of the date hereof.

      4. Term of Option; Continuation of Service. This Option shall expire, and
all rights hereunder to purchase the Shares shall terminate, five (5) years from
the date hereof. This Option shall earlier terminate subject to Sections 7 and 8
hereof upon, and as of the date of, the termination of Optionee's employment if
such termination occurs prior to the end of such five (5) year period. Nothing
contained herein shall confer upon Optionee the right to the continuation of his
or her employment by the Company or to interfere with the right of the Company
to terminate such employment or to increase or decrease the compensation of
Optionee from the rate in existence at the date hereof.


                                       1
<PAGE>

      5. Vesting of Option. Subject to the provisions of Sections 7 and 8
hereof, this Option shall become exercisable during the term of Optionee's
employment in five (5) equal annual installments of twenty percent (20%) of the
Shares covered by this Option, the first installment to be exercisable on the
first anniversary of the date of this Option, with an additional twenty percent
(20%) of such Shares becoming exercisable on each of the four (4) successive
anniversary dates. The installments shall be cumulative (i.e., this option may
be exercised, as to any or all shares covered by an installment, at any time or
times after an installment becomes exercisable and until expiration or
termination of this option).

      6. Exercise. This Option shall be exercised by delivery to the Company of
(a) written notice of exercise stating the number of Shares being purchased (in
whole shares only) and such other information set forth on the form of Notice of
Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the
Exercise Price of the Shares covered by the notice (or such other consideration
as has been approved by the Board of Directors consistent with the Plan) and (c)
a written investment representation as provided for in Section 13 hereof. This
Option shall not be assignable or transferable, except by will or by the laws of
descent and distribution, and shall be exercisable only by Optionee during his
or her lifetime, except as provided in Section 8 hereof.

      7. Termination of Employment. If Optionee shall cease to be employed by
the Company for any reason, whether voluntarily or involuntarily, other than by
his or her death, Optionee (or if the Optionee shall die after such termination,
but prior to such exercise date, Optionee's personal representative or the
person entitled to succeed to the Option) shall have the right at any time
within three (3) months following such termination of employment or the
remaining term of this Option, whichever is the lesser, to exercise in whole or
in part this Option to the extent, but only to the extent, that this Option was
exercisable as of the date of termination of employment and had not previously
been exercised; provided, however: (i) if Optionee is permanently disabled
(within the meaning of Section 22(e)(3) of the Code) at the time of termination,
the foregoing three (3) month period shall be extended to six (6) months; or
(ii) if Optionee is terminated "for cause" as that term is defined under the
Delaware Labor Code and case law related thereto, or by the terms of the Plan or
this Option Agreement or by any employment agreement between the Optionee and
the Company, this Option shall automatically terminate as to all Shares covered
by this Option not exercised prior to termination.

      Unless earlier terminated, all rights under this Option shall terminate in
any event on the expiration date of this Option as defined in Section 4 hereof.

      8. Death of Optionee. If the Optionee shall die while in the employ of the
Company, Optionee's personal representative or the person entitled to Optionee's
rights hereunder may at any time within six (6) months after the date of
Optionee's death, or during the remaining term of this Option, whichever is the
lesser, exercise this Option and purchase Shares to the extent, but only to the
extent, that Optionee could have exercised this Option as of the date of
Optionee's death; provided, in any case, that this Option may be so exercised
only to the extent that this Option has not previously been exercised by
Optionee.


                                       2
<PAGE>

      9. No Rights as Shareholder. Optionee shall have no rights as a
shareholder with respect to the Shares covered by any installment of this Option
until the effective date of issuance of the Shares following exercise of this
Option, and no adjustment will be made for dividends or other rights for which
the record date is prior to the date such stock certificate or certificates are
issued except as provided in Section 10 hereof.

      10. Recapitalization. Subject to any required action by the shareholders
of the Company, the number of Shares covered by this Option, and the Exercise
Price thereof, shall be proportionately adjusted for any increase or decrease in
the number of issued shares resulting from a subdivision or consolidation of
shares or the payment of a stock dividend, or any other increase or decrease in
the number of such shares effected without receipt of consideration by the
Company; provided however that the conversion of any convertible securities of
the Company shall not be deemed having been "effected without receipt of
consideration by the Company".

      In the event of a proposed dissolution or liquidation of the Company, a
merger or consolidation in which the Company is not the surviving entity, or a
sale of all or substantially all of the assets or capital stock of the Company
(collectively, a "Reorganization"), unless otherwise provided by the Board, this
Option shall terminate immediately prior to such date as is determined by the
Board, which date shall be no later than the consummation of such
Reorganization. In such event, if the entity which shall be the surviving entity
does not tender to Optionee an offer, for which it has no obligation to do so,
to substitute for any unexercised Option a stock option or capital stock of such
surviving of such surviving entity, as applicable, which on an equitable basis
shall provide the Optionee with substantially the same economic benefit as such
unexercised Option, then the Board may grant to such Optionee, in its sole and
absolute discretion and without obligation, the right for a period commencing
thirty (30) days prior to and ending immediately prior to the date determined by
the Board pursuant hereto for termination of the Option or during the remaining
term of the Option, whichever is the lesser, to exercise any unexpired Option or
Options without regard to the installment provisions of Section 5; provided,
however, that such exercise shall be subject to the consummation of such
Reorganization.

      Subject to any required action by the shareholders of the Company, if the
Company shall be the surviving entity in any merger or consolidation, this
Option thereafter shall pertain to and apply to the securities to which a holder
of Shares equal to the Shares subject to this Option would have been entitled by
reason of such merger or consolidation, and the installment provisions of
Section 5 shall continue to apply.

      In the event of a change in the shares of the Company as presently
constituted, which is limited to a change of all of its authorized Stock without
par value into the same number of shares of Stock with a par value, the shares
resulting from any such change shall be deemed to be the Shares within the
meaning of this Option.


                                       3
<PAGE>

      To the extent that the foregoing adjustments relate to shares or
securities of the Company, such adjustments shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive. Except as
hereinbefore expressly provided, Optionee shall have no rights by reason of any
subdivision or consolidation of shares of Stock of any class or the payment of
any stock dividend or any other increase or decrease in the number of shares of
stock of any class, and the number and price of Shares subject to this Option
shall not be affected by, and no adjustments shall be made by reason of, any
dissolution, liquidation, merger, consolidation or sale of assets or capital
stock, or any issue by the Company of shares of stock of any class or securities
convertible into shares of stock of any class.

      The grant of this Option shall not affect in any way the right or power of
the Company to make adjustments, reclassifications, reorganizations or changes
in its capital or business structure or to merge, consolidate, dissolve or
liquidate or to sell or transfer all or any part of its business or assets.

      11. Taxation upon Exercise of Option. Optionee understands that, upon
exercise of this Option, Optionee will recognize income, for Federal and state
income tax purposes, in an amount equal to the amount by which the fair market
value of the Shares, determined as of the date of exercise, exceeds the Exercise
Price. The acceptance of the Shares by Optionee shall constitute an agreement by
Optionee to report such income in accordance with then applicable law and to
cooperate with Company in establishing the amount of such income and
corresponding deduction to the Company for its income tax purposes. Withholding
for federal or state income and employment tax purposes will be made, if and as
required by law, from Optionee's then current compensation, or, if such current
compensation is insufficient to satisfy withholding tax liability, the Company
may require Optionee to make a cash payment to cover such liability as a
condition of the exercise of this Option.

      12. Modification, Extension and Renewal of Options. The Board or
Committee, as described in the Plan, may modify, extend or renew this Option or
accept the surrender thereof (to the extent not theretofore exercised) and
authorize the granting of a new option in substitution therefore (to the extent
not theretofore exercised), subject at all times to the Plan, the Code and the
Delaware Securities Rules. Notwithstanding the foregoing provisions of this
Section 12, no modification shall, without the consent of the Optionee, alter to
the Optionee's detriment or impair any rights of Optionee hereunder.

      13. Investment Intent; Restrictions on Transfer.

            (a) Optionee represents and agrees that if Optionee exercises this
      Option in whole or in part, Optionee will in each case acquire the Shares
      upon such exercise for the purpose of investment and not with a view to,
      or for resale in connection with, any distribution thereof; and that upon
      such exercise of this Option in whole or in part, Optionee (or any person
      or persons entitled to exercise this Option under the provisions of
      Sections 7 and 8 hereof) shall furnish to the Company a written statement
      to such effect, satisfactory to the Company in form and substance. If the
      Shares represented by this Option are registered under the Securities Act,
      either before or after the exercise of this Option in whole or in part,
      the Optionee shall be relieved of the foregoing investment representation
      and agreement and shall not be required to furnish the Company with the
      foregoing written statement.


                                       4
<PAGE>

            (b) Optionee further represents that Optionee has had access to the
      financial statements or books and records of the Company, has had the
      opportunity to ask questions of the Company concerning its business,
      operations and financial condition, and to obtain additional information
      reasonably necessary to verify the accuracy of such information

            (c) Unless and until the Shares represented by this Option are
      registered under the Securities Act, all certificates representing the
      Shares and any certificates subsequently issued in substitution therefor
      and any certificate for any securities issued pursuant to any stock split,
      share reclassification, stock dividend or other similar capital event
      shall bear legends in substantially the following form:

      THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE
      SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR
      SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST
      THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE
      ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE
      SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.

      THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO
      THAT CERTAIN NONSTATUTORY STOCK OPTION AGREEMENT DATED ____________
      BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE
      SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN
      CONDITIONS.

and/or such other legend or legends as the Company and its counsel deem
necessary or appropriate. Appropriate stop transfer instructions with respect to
the Shares have been placed with the Company's transfer agent.

      14. Stand-off Agreement. Optionee agrees that, in connection with any
registration of the Company's securities under the Securities Act, and upon the
request of the Company or any underwriter managing an underwritten offering of
the Company's securities, Optionee shall not sell, short any sale of, loan,
grant an option for, or otherwise dispose of any of the Shares (other than
Shares included in the offering) without the prior written consent of the
Company or such managing underwriter, as applicable, for a period of at least
one year following the effective date of registration of such offering.


                                       5
<PAGE>

      15. Restriction Upon Transfer. The Shares may not be sold, transferred or
otherwise disposed of and shall not be pledged or otherwise hypothecated by the
Optionee except as hereinafter provided.

            (a) Repurchase Right on Termination Other Than for Cause. For the
      purposes of this Section, a "Repurchase Event" shall mean an occurrence of
      one of (i) termination of Optionee's employment by the Company, voluntary
      or involuntary and with or without cause; (ii) retirement or death of
      Optionee; (iii) bankruptcy of Optionee, which shall be deemed to have
      occurred as of the date on which a voluntary or involuntary petition in
      bankruptcy is filed with a court of competent jurisdiction; (iv)
      dissolution of the marriage of Optionee, to the extent that any of the
      Shares are allocated as the sole and separate property of Optionee's
      spouse pursuant thereto (in which case, this Section shall only apply to
      the Shares so affected); or (v) any attempted transfer by the Optionee of
      Shares, or any interest therein, in violation of this Agreement. Upon the
      occurrence of a Repurchase Event, the Company shall have the right (but
      not an obligation) to repurchase all or any portion of the Shares of
      Optionee at a price equal to the fair value of the Shares as of the date
      of the Repurchase Event.

            (b) Repurchase Right on Termination for Cause. In the event
      Optionee's employment is terminated by the Company "for cause", then the
      Company shall have the right (but not an obligation) to repurchase Shares
      of Optionee at a price equal to the Exercise Price. Such right of the
      Company to repurchase Shares shall apply to 100% of the Shares for one (1)
      year from the date of this Agreement; and shall thereafter lapse at the
      rate of twenty percent (20%) of the Shares on each anniversary of the date
      of this Agreement. In addition, the Company shall have the right, in the
      sole discretion of the Board and without obligation, to repurchase upon
      termination for cause all or any portion of the Shares of Optionee, at a
      price equal to the fair value of the Shares as of the date of termination,
      which right is not subject to the foregoing lapsing of rights. In the
      event the Company elects to repurchase the Shares, the stock certificates
      representing the same shall forthwith be returned to the Company for
      cancellation.

            (c) Exercise of Repurchase Right. Any Repurchase Right under
      Paragraphs 15(a) or 15(b) shall be exercised by giving notice of exercise
      as provided herein to Optionee or the estate of Optionee, as applicable.
      Such right shall be exercised, and the repurchase price thereunder shall
      be paid, by the Company within a ninety (90) day period beginning on the
      date of notice to the Company of the occurrence of such Repurchase Event
      (except in the case of termination of employment or retirement, where such
      option period shall begin upon the occurrence of the Repurchase Event).
      Such repurchase price shall be payable only in the form of cash (including
      a check drafted on immediately available funds) or cancellation of
      purchase money indebtedness of the Optionee for the Shares. If the Company
      can not purchase all such Shares because it is unable to meet the
      financial tests set forth in the Delaware and/or Delaware corporation law,
      the Company shall have the right to purchase as many Shares as it is
      permitted to purchase under such sections. Any Shares not purchased by the
      Company hereunder shall no longer be subject to the provisions of this
      Section 15.


                                       6
<PAGE>

            (d) Right of First Refusal. In the event Optionee desires to
      transfer any Shares during his or her lifetime, Optionee shall first offer
      to sell such Shares to the Company. Optionee shall deliver to the Company
      written notice of the intended sale, such notice to specify the number of
      Shares to be sold, the proposed purchase price and terms of payment, and
      grant the Company an option for a period of thirty days following receipt
      of such notice to purchase the offered Shares upon the same terms and
      conditions. To exercise such option, the Company shall give notice of that
      fact to Optionee within the thirty (30) day notice period and agree to pay
      the purchase price in the manner provided in the notice. If the Company
      does not purchase all of the Shares so offered during foregoing option
      period, Optionee shall be under no obligation to sell any of the offered
      Shares to the Company, but may dispose of such Shares in any lawful manner
      during a period of one hundred and eighty (180) days following the end of
      such notice period, except that Optionee shall not sell any such Shares to
      any other person at a lower price or upon more favorable terms than those
      offered to the Company.

            (e) Acceptance of Restrictions. Acceptance of the Shares shall
      constitute the Optionee's agreement to such restrictions and the legending
      of his certificates with respect thereto. Notwithstanding such
      restrictions, however, so long as the Optionee is the holder of the
      Shares, or any portion thereof, he shall be entitled to receive all
      dividends declared on and to vote the Shares and to all other rights of a
      shareholder with respect thereto.

            (f) Permitted Transfers. Notwithstanding any provisions in this
      Section 15 to the contrary, the Optionee may transfer Shares subject to
      this Agreement to his or her parents, spouse, children, or grandchildren,
      or a trust for the benefit of the Optionee or any such transferee(s);
      provided, that such permitted transferee(s) shall hold the Shares subject
      to all the provisions of this Agreement (all references to the Optionee
      herein shall in such cases refer mutatis mutandis to the permitted
      transferee, except in the case of clause (iv) of Section 15(a) wherein the
      permitted transfer shall be deemed to be rescinded); and provided further,
      that notwithstanding any other provisions in this Agreement, a permitted
      transferee may not, in turn, make permitted transfers without the written
      consent of the Optionee and the Company.

            (g) Release of Restrictions on Shares. All other restrictions under
      this Section 15 shall terminate five (5) years following the date of this
      Agreement, or when the Company's securities are publicly traded, whichever
      occurs earlier.

      16. Notices. Any notice required to be given pursuant to this Option or
the Plan shall be in writing and shall be deemed to be delivered upon receipt
or, in the case of notices by the Company, five (5) days after deposit in the
U.S. mail, postage prepaid, addressed to Optionee at the address last provided
by Optionee for his or her employee records.


                                       7
<PAGE>

      17. Agreement Subject to Plan; Applicable Law. This Option is made
pursuant to the Plan and shall be interpreted to comply therewith. A copy of
such Plan is available to Optionee, at no charge, at the principal office of the
Company. Any provision of this Option inconsistent with the Plan shall be
considered void and replaced with the applicable provision of the Plan. This
Option has been granted, executed and delivered in the State of Delaware, and
the interpretation and enforcement shall be governed by the laws thereof and
subject to the exclusive jurisdiction of the courts therein.

      IN WITNESS WHEREOF, the parties hereto have executed this Option as of the
date first above written.

                           COMPANY:   ADZONE RESEARCH, INC.,
                                      a Delaware corporation


                                      By:    ____________________________

                                      Name:  ____________________________

                                      Title: ____________________________

                           OPTIONEE:

                                      By:    ____________________________
                                                     (signature)

                                      Name:  ____________________________

             (one of the following, as appropriate, shall be signed)

I certify that as of the date              By his or her signature, the spouse
hereof I am unmarried                      of Optionee hereby agrees to be bound
                                           by the  provisions of the foregoing
                                           INCENTIVE STOCK OPTION AGREEMENT


__________________________________         __________________________________
           Optionee                               Spouse of Optionee


                                       8
<PAGE>

                                   Appendix A

                               NOTICE OF EXERCISE

AdZone Research, Inc.

      Re:   Nonstatutory Stock Option

      Notice is hereby given pursuant to Section 6 of my Nonstatutory Stock
Option Agreement that I elect to purchase the number of shares set forth below
at the exercise price set forth in my option agreement:

      Nonstatutory Stock Option Agreement dated: ____________

      Number of shares being purchased: ____________

      Exercise Price: $____________

      A check in the amount of the aggregate price of the shares being purchased
is attached.

      I hereby confirm that such shares are being acquired by me for my own
account for investment purposes, and not with a view to, or for resale in
connection with, any distribution thereof. I will not sell or dispose of my
Shares in violation of the Securities Act of 1933, as amended, or any applicable
federal or state securities laws. Further, I understand that the exemption from
taxable income at the time of exercise is dependent upon my holding such stock
for a period of at least one year from the date of exercise and two years from
the date of grant of the Option.

      I understand that the certificate representing the Option Shares will bear
a restrictive legend within the contemplation of the Securities Act and as
required by such other state or federal law or regulation applicable to the
issuance or delivery of the Option Shares.

      I agree to provide to the Company such additional documents or information
as may be required pursuant to the Company's 2006 Incentive Stock Plan-B.


                                      By:    ____________________________
                                                     (signature)

                                      Name:  ____________________________


                                       9
<PAGE>

                                   EXHIBIT B-2

                              ADZONE RESEARCH, INC.
                       NONSTATUTORY STOCK OPTION AGREEMENT

================================================================================

      THIS NONSTATUTORY STOCK OPTION AGREEMENT ("Agreement") is made and entered
into as of the date set forth below, by and between ADZONE RESEARCH, INC., a
Delaware corporation (the "Company"), and the following Director of the Company
("Optionee"):

      In consideration of the covenants herein set forth, the parties hereto
agree as follows:

      1. Option Information.

            (a)   Date of Option:    _____________________________

            (b)   Optionee:          _____________________________

            (c)   Number of Shares:  _____________________________

            (d)   Exercise Price:    _____________________________

      2. Acknowledgements.

            (a) Optionee is a member of the Board of Directors of the Company.

            (b) The Board of Directors (the "Board" which term shall include an
      authorized committee of the Board of Directors) and shareholders of the
      Company have heretofore adopted a 2006 Incentive Stock Plan-B (the
      "Plan"), pursuant to which this Option is being granted; and

            (c) The Board has authorized the granting to Optionee of a
      nonstatutory stock option ("Option") to purchase shares of common stock of
      the Company ("Stock") upon the terms and conditions hereinafter stated and
      pursuant to an exemption from registration under the Securities Act of
      1933, as amended (the "Securities Act") provided by Rule 701 thereunder.

      3. Shares; Price. Company hereby grants to Optionee the right to purchase,
upon and subject to the terms and conditions herein stated, the number of shares
of Stock set forth in Section 1(c) above (the "Shares") for cash (or other
consideration as is authorized under the Plan and acceptable to the Board of
Directors of the Company, in their sole and absolute discretion) at the price
per Share set forth in Section 1(d) above (the "Exercise Price"), such price
being not less than eighty-five percent (85%) of the fair market value per share
of the Shares covered by this Option as of the date hereof.

      4. Term of Option; Continuation of Service. This Option shall expire, and
all rights hereunder to purchase the Shares shall terminate, ten (10) years from
the date hereof. This Option shall earlier terminate subject to Sections 7 and 8
hereof upon, and as of the date of, the termination of Optionee's employment if
such termination occurs prior to the end of such ten (10) year period. Nothing
contained herein shall confer upon Optionee the right to the continuation of his
or her employment by the Company or to interfere with the right of the Company
to terminate such employment or to increase or decrease the compensation of
Optionee from the rate in existence at the date hereof.
<PAGE>

      5. Vesting of Option. Subject to the provisions of Sections 7 and 8
hereof, this Option shall become exercisable during the term that Optionee
serves as a Director of the Company in three (3) equal annual installments of
thirty-three and one-third percent (33 1/3%) of the Shares covered by this
Option, the first installment to be exercisable on the first anniversary of the
date of this Option, with an additional thirty-three and one-third percent (33
1/3%) of such Shares becoming exercisable on each of the two (2) successive
anniversary dates. The installments shall be cumulative (i.e., this option may
be exercised, as to any or all shares covered by an installment, at any time or
times after an installment becomes exercisable and until expiration or
termination of this Option).

      6. Exercise. This Option shall be exercised by delivery to the Company of
(a) written notice of exercise stating the number of Shares being purchased (in
whole shares only) and such other information set forth on the form of Notice of
Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the
Exercise Price of the Shares covered by the notice (or such other consideration
as has been approved by the Board of Directors consistent with the Plan) and (c)
a written investment representation as provided for in Section 13 hereof. This
Option shall not be assignable or transferable, except by will or by the laws of
descent and distribution, and shall be exercisable only by Optionee during his
or her lifetime, except as provided in Section 8 hereof.

      7. Termination of Service. If Optionee shall cease to serve as a Director
of the Company for any reason, no further installments shall vest pursuant to
Section 5, and the maximum number of Shares that Optionee may purchase pursuant
hereto shall be limited to the number of Shares that were vested as of the date
Optionee ceases to be a Director (to the nearest whole Share). Thereupon,
Optionee shall have the right to exercise this Option, at any time during the
remaining term hereof, to the extent, but only to the extent, that this Option
was exercisable as of the date Optionee ceases to be a Director; provided,
however, if Optionee is removed as a Director pursuant to the Delaware
corporation law, the foregoing right to exercise shall automatically terminate
on the date Optionee ceases to be a Director as to all Shares covered by this
Option not exercised prior to termination. Unless earlier terminated, all rights
under this Option shall terminate in any event on the expiration date of this
Option as defined in Section 4 hereof.

      8. Death of Optionee. If the Optionee shall die while in the employ of the
Company, Optionee's personal representative or the person entitled to Optionee's
rights hereunder may at any time within six (6) months after the date of
Optionee's death, or during the remaining term of this Option, whichever is the
lesser, exercise this Option and purchase Shares to the extent, but only to the
extent, that Optionee could have exercised this Option as of the date of
Optionee's death; provided, in any case, that this Option may be so exercised
only to the extent that this Option has not previously been exercised by
Optionee.


                                       2
<PAGE>

      9. No Rights as Shareholder. Optionee shall have no rights as a
shareholder with respect to the Shares covered by any installment of this Option
until the effective date of issuance of the Shares following exercise of this
Option, and no adjustment will be made for dividends or other rights for which
the record date is prior to the date such stock certificate or certificates are
issued except as provided in Section 10 hereof.

      10. Recapitalization. Subject to any required action by the shareholders
of the Company, the number of Shares covered by this Option, and the Exercise
Price thereof, shall be proportionately adjusted for any increase or decrease in
the number of issued shares resulting from a subdivision or consolidation of
shares or the payment of a stock dividend, or any other increase or decrease in
the number of such shares effected without receipt of consideration by the
Company; provided however that the conversion of any convertible securities of
the Company shall not be deemed having been "effected without receipt of
consideration by the Company".

      In the event of a proposed dissolution or liquidation of the Company, a
merger or consolidation in which the Company is not the surviving entity, or a
sale of all or substantially all of the assets or capital stock of the Company
(collectively, a "Reorganization"), unless otherwise provided by the Board, this
Option shall terminate immediately prior to such date as is determined by the
Board, which date shall be no later than the consummation of such
Reorganization. In such event, if the entity which shall be the surviving entity
does not tender to Optionee an offer, for which it has no obligation to do so,
to substitute for any unexercised Option a stock option or capital stock of such
surviving of such surviving entity, as applicable, which on an equitable basis
shall provide the Optionee with substantially the same economic benefit as such
unexercised Option, then the Board may grant to such Optionee, in its sole and
absolute discretion and without obligation, the right for a period commencing
thirty (30) days prior to and ending immediately prior to the date determined by
the Board pursuant hereto for termination of the Option or during the remaining
term of the Option, whichever is the lesser, to exercise any unexpired Option or
Options without regard to the installment provisions of Section 5; provided,
however, that such exercise shall be subject to the consummation of such
Reorganization.

      Subject to any required action by the shareholders of the Company, if the
Company shall be the surviving entity in any merger or consolidation, this
Option thereafter shall pertain to and apply to the securities to which a holder
of Shares equal to the Shares subject to this Option would have been entitled by
reason of such merger or consolidation, and the installment provisions of
Section 5 shall continue to apply.

      In the event of a change in the shares of the Company as presently
constituted, which is limited to a change of all of its authorized Stock without
par value into the same number of shares of Stock with a par value, the shares
resulting from any such change shall be deemed to be the Shares within the
meaning of this Option.

      To the extent that the foregoing adjustments relate to shares or
securities of the Company, such adjustments shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive. Except as
hereinbefore expressly provided, Optionee shall have no rights by reason of any
subdivision or consolidation of shares of Stock of any class or the payment of
any stock dividend or any other increase or decrease in the number of shares of
stock of any class, and the number and price of Shares subject to this Option
shall not be affected by, and no adjustments shall be made by reason of, any
dissolution, liquidation, merger, consolidation or sale of assets or capital
stock, or any issue by the Company of shares of stock of any class or securities
convertible into shares of stock of any class.


                                       3
<PAGE>

      The grant of this Option shall not affect in any way the right or power of
the Company to make adjustments, reclassifications, reorganizations or changes
in its capital or business structure or to merge, consolidate, dissolve or
liquidate or to sell or transfer all or any part of its business or assets.

      11. Taxation upon Exercise of Option. Optionee understands that, upon
exercise of this Option, Optionee will recognize income, for Federal and state
income tax purposes, in an amount equal to the amount by which the fair market
value of the Shares, determined as of the date of exercise, exceeds the Exercise
Price. The acceptance of the Shares by Optionee shall constitute an agreement by
Optionee to report such income in accordance with then applicable law and to
cooperate with Company in establishing the amount of such income and
corresponding deduction to the Company for its income tax purposes. Withholding
for federal or state income and employment tax purposes will be made, if and as
required by law, from Optionee's then current compensation, or, if such current
compensation is insufficient to satisfy withholding tax liability, the Company
may require Optionee to make a cash payment to cover such liability as a
condition of the exercise of this Option.

      12. Modification, Extension and Renewal of Options. The Board or
Committee, as described in the Plan, may modify, extend or renew this Option or
accept the surrender thereof (to the extent not theretofore exercised) and
authorize the granting of a new option in substitution therefore (to the extent
not theretofore exercised), subject at all times to the Plan, the Code and the
Delaware Securities Rules. Notwithstanding the foregoing provisions of this
Section 12, no modification shall, without the consent of the Optionee, alter to
the Optionee's detriment or impair any rights of Optionee hereunder.

      13. Investment Intent; Restrictions on Transfer.

            (a) Optionee represents and agrees that if Optionee exercises this
      Option in whole or in part, Optionee will in each case acquire the Shares
      upon such exercise for the purpose of investment and not with a view to,
      or for resale in connection with, any distribution thereof; and that upon
      such exercise of this Option in whole or in part, Optionee (or any person
      or persons entitled to exercise this Option under the provisions of
      Sections 7 and 8 hereof) shall furnish to the Company a written statement
      to such effect, satisfactory to the Company in form and substance. If the
      Shares represented by this Option are registered under the Securities Act,
      either before or after the exercise of this Option in whole or in part,
      the Optionee shall be relieved of the foregoing investment representation
      and agreement and shall not be required to furnish the Company with the
      foregoing written statement.


                                       4
<PAGE>

            (b) Optionee further represents that Optionee has had access to the
      financial statements or books and records of the Company, has had the
      opportunity to ask questions of the Company concerning its business,
      operations and financial condition, and to obtain additional information
      reasonably necessary to verify the accuracy of such information

            (c) Unless and until the Shares represented by this Option are
      registered under the Securities Act, all certificates representing the
      Shares and any certificates subsequently issued in substitution therefor
      and any certificate for any securities issued pursuant to any stock split,
      share reclassification, stock dividend or other similar capital event
      shall bear legends in substantially the following form:

      THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE
      SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR
      SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST
      THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE
      ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE
      SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.

      THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO
      THAT CERTAIN NONSTATUTORY STOCK OPTION AGREEMENT DATED ____________
      BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE
      SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN
      CONDITIONS.

and/or such other legend or legends as the Company and its counsel deem
necessary or appropriate. Appropriate stop transfer instructions with respect to
the Shares have been placed with the Company's transfer agent.

      14. Stand-off Agreement. Optionee agrees that, in connection with any
registration of the Company's securities under the Securities Act, and upon the
request of the Company or any underwriter managing an underwritten offering of
the Company's securities, Optionee shall not sell, short any sale of, loan,
grant an option for, or otherwise dispose of any of the Shares (other than
Shares included in the offering) without the prior written consent of the
Company or such managing underwriter, as applicable, for a period of at least
one year following the effective date of registration of such offering.

      15. Restriction Upon Transfer. The Shares may not be sold, transferred or
otherwise disposed of and shall not be pledged or otherwise hypothecated by the
Optionee except as hereinafter provided.

            (a) Repurchase Right on Termination Other Than by Removal. For the
      purposes of this Section, a "Repurchase Event" shall mean an occurrence of
      one of (i) termination of Optionee's service as a director; (ii) death of
      Optionee; (iii) bankruptcy of Optionee, which shall be deemed to have
      occurred as of the date on which a voluntary or involuntary petition in
      bankruptcy is filed with a court of competent jurisdiction; (iv)
      dissolution of the marriage of Optionee, to the extent that any of the
      Shares are allocated as the sole and separate property of Optionee's
      spouse pursuant thereto (in which case, this Section shall only apply to
      the Shares so affected); or (v) any attempted transfer by the Optionee of
      Shares, or any interest therein, in violation of this Agreement. Upon the
      occurrence of a Repurchase Event, and upon mutual agreement of the Company
      and Optionee, the Company may repurchase all or any portion of the Shares
      of Optionee at a price equal to the fair value of the Shares as of the
      date of the Repurchase Event.


                                       5
<PAGE>

            (b) Repurchase Right on Removal. In the event Optionee is removed as
      a director pursuant to the Delaware Revised Statutes Code, or Optionee
      voluntarily resigns as a director prior to the date upon which the last
      installment of Shares becomes exercisable pursuant to Section 5, then the
      Company shall have the right (but not an obligation) to repurchase Shares
      of Optionee at a price equal to the Exercise Price. Such right of the
      Company to repurchase Shares shall apply to 100% of the Shares for one (1)
      year from the date of this Agreement; and shall thereafter lapse ratably
      in equal annual increments on each anniversary of the date of this
      Agreement over the term of this Option specified in Section 4. In
      addition, the Company shall have the right, in the sole discretion of the
      Board and without obligation, to repurchase upon removal or resignation
      all or any portion of the Shares of Optionee, at a price equal to the fair
      value of the Shares as of the date of such removal or resignation, which
      right is not subject to the foregoing lapsing of rights. In the event the
      Company elects to repurchase the Shares, the stock certificates
      representing the same shall forthwith be returned to the Company for
      cancellation.

            (c) Exercise of Repurchase Right. Any Repurchase Right under
      Paragraphs 15(a) or 15(b) shall be exercised by giving notice of exercise
      as provided herein to Optionee or the estate of Optionee, as applicable.
      Such right shall be exercised, and the repurchase price thereunder shall
      be paid, by the Company within a ninety (90) day period beginning on the
      date of notice to the Company of the occurrence of such Repurchase Event
      (except in the case of termination or cessation of services as director,
      where such option period shall begin upon the occurrence of the Repurchase
      Event). Such repurchase price shall be payable only in the form of cash
      (including a check drafted on immediately available funds) or cancellation
      of purchase money indebtedness of the Optionee for the Shares. If the
      Company can not purchase all such Shares because it is unable to meet the
      financial tests set forth in the Delaware corporation law, the Company
      shall have the right to purchase as many Shares as it is permitted to
      purchase under such sections. Any Shares not purchased by the Company
      hereunder shall no longer be subject to the provisions of this Section 15.

            (d) Right of First Refusal. In the event Optionee desires to
      transfer any Shares during his or her lifetime, Optionee shall first offer
      to sell such Shares to the Company. Optionee shall deliver to the Company
      written notice of the intended sale, such notice to specify the number of
      Shares to be sold, the proposed purchase price and terms of payment, and
      grant the Company an option for a period of thirty days following receipt
      of such notice to purchase the offered Shares upon the same terms and
      conditions. To exercise such option, the Company shall give notice of that
      fact to Optionee within the thirty (30) day notice period and agree to pay
      the purchase price in the manner provided in the notice. If the Company
      does not purchase all of the Shares so offered during foregoing option
      period, Optionee shall be under no obligation to sell any of the offered
      Shares to the Company, but may dispose of such Shares in any lawful manner
      during a period of one hundred and eighty (180) days following the end of
      such notice period, except that Optionee shall not sell any such Shares to
      any other person at a lower price or upon more favorable terms than those
      offered to the Company.


                                       6
<PAGE>

            (e) Acceptance of Restrictions. Acceptance of the Shares shall
      constitute the Optionee's agreement to such restrictions and the legending
      of his certificates with respect thereto. Notwithstanding such
      restrictions, however, so long as the Optionee is the holder of the
      Shares, or any portion thereof, he shall be entitled to receive all
      dividends declared on and to vote the Shares and to all other rights of a
      shareholder with respect thereto.

            (f) Permitted Transfers. Notwithstanding any provisions in this
      Section 15 to the contrary, the Optionee may transfer Shares subject to
      this Agreement to his or her parents, spouse, children, or grandchildren,
      or a trust for the benefit of the Optionee or any such transferee(s);
      provided, that such permitted transferee(s) shall hold the Shares subject
      to all the provisions of this Agreement (all references to the Optionee
      herein shall in such cases refer mutatis mutandis to the permitted
      transferee, except in the case of clause (iv) of Section 15(a) wherein the
      permitted transfer shall be deemed to be rescinded); and provided further,
      that notwithstanding any other provisions in this Agreement, a permitted
      transferee may not, in turn, make permitted transfers without the written
      consent of the Optionee and the Company.

            (g) Release of Restrictions on Shares. All other restrictions under
      this Section 15 shall terminate five (5) years following the date of this
      Agreement, or when the Company's securities are publicly traded, whichever
      occurs earlier.

      16. Notices. Any notice required to be given pursuant to this Option or
the Plan shall be in writing and shall be deemed to be delivered upon receipt
or, in the case of notices by the Company, five (5) days after deposit in the
U.S. mail, postage prepaid, addressed to Optionee at the address last provided
by Optionee for use in Company records related to Optionee.

      17. Agreement Subject to Plan; Applicable Law. This Option is made
pursuant to the Plan and shall be interpreted to comply therewith. A copy of
such Plan is available to Optionee, at no charge, at the principal office of the
Company. Any provision of this Option inconsistent with the Plan shall be
considered void and replaced with the applicable provision of the Plan. This
Option has been granted, executed and delivered in the State of Delaware, and
the interpretation and enforcement shall be governed by the laws thereof and
subject to the exclusive jurisdiction of the courts therein.


                                       7
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Option as of the
date first above written.

                           COMPANY:   ADZONE RESEARCH, INC.,
                                      a Delaware corporation


                                      By:    ____________________________

                                      Name:  ____________________________

                                      Title: ____________________________

                           OPTIONEE:

                                      By:    ____________________________
                                                     (signature)

                                      Name:  ____________________________

             (one of the following, as appropriate, shall be signed)

I certify that as of the date              By his or her signature, the spouse
hereof I am unmarried                      of Optionee hereby agrees to be bound
                                           by the  provisions of the foregoing
                                           INCENTIVE STOCK OPTION AGREEMENT


__________________________________         __________________________________
           Optionee                               Spouse of Optionee


                                       8
<PAGE>

                                   Appendix A

                               NOTICE OF EXERCISE

ADZONE RESEARCH, INC.


      Re:   Nonstatutory Stock Option

      Notice is hereby given pursuant to Section 6 of my Nonstatutory Stock
Option Agreement that I elect to purchase the number of shares set forth below
at the exercise price set forth in my option agreement:

      Nonstatutory Stock Option Agreement dated: ____________

      Number of shares being purchased: ____________

      Exercise Price: $____________

      A check in the amount of the aggregate price of the shares being purchased
is attached.

      I hereby confirm that such shares are being acquired by me for my own
account for investment purposes, and not with a view to, or for resale in
connection with, any distribution thereof. I will not sell or dispose of my
Shares in violation of the Securities Act of 1933, as amended, or any applicable
federal or state securities laws. Further, I understand that the exemption from
taxable income at the time of exercise is dependent upon my holding such stock
for a period of at least one year from the date of exercise and two years from
the date of grant of the Option.

      I understand that the certificate representing the Option Shares will bear
a restrictive legend within the contemplation of the Securities Act and as
required by such other state or federal law or regulation applicable to the
issuance or delivery of the Option Shares.

      I agree to provide to the Company such additional documents or information
as may be required pursuant to the Company's 2006 Incentive Stock Plan-B.


                                      By:    ____________________________
                                                     (signature)

                                      Name:  ____________________________


                                       9
<PAGE>

                                   EXHIBIT B-3

                              ADZONE RESEARCH, INC.
                 CONSULTANT NONSTATUTORY STOCK OPTION AGREEMENT

================================================================================

      THIS CONSULTANT NONSTATUTORY STOCK OPTION AGREEMENT ("Agreement") is made
and entered into as of the date set forth below, by and between ADZONE RESEARCH,
INC., a Delaware corporation (the "Company"), and the following consultant to
the Company (herein, the "Optionee"):

      In consideration of the covenants herein set forth, the parties hereto
agree as follows:

      1. Option Information.

            (a)   Date of Option:    _____________________________

            (b)   Optionee:          _____________________________

            (c)   Number of Shares:  _____________________________

            (d)   Exercise Price:    _____________________________

      2. Acknowledgements.

            (a) Optionee is an independent consultant to the Company, not an
      employee;

            (b) The Board of Directors (the "Board" which term shall include an
      authorized committee of the Board of Directors) and shareholders of the
      Company have heretofore adopted a 2006 Incentive Stock Plan-B (the
      "Plan"), pursuant to which this Option is being granted; and

            (c) The Board has authorized the granting to Optionee of a
      nonstatutory stock option ("Option") to purchase shares of common stock of
      the Company ("Stock") upon the terms and conditions hereinafter stated and
      pursuant to an exemption from registration under the Securities Act of
      1933, as amended (the "Securities Act") provided by Rule 701 thereunder.

      3. Shares; Price. The Company hereby grants to Optionee the right to
purchase, upon and subject to the terms and conditions herein stated, the number
of shares of Stock set forth in Section 1(c) above (the "Shares") for cash (or
other consideration as is authorized under the Plan and acceptable to the Board,
in their sole and absolute discretion) at the price per Share set forth in
Section 1(d) above (the "Exercise Price"), such price being not less than
eighty-five 85% of the fair market value per share of the Shares covered by this
Option as of the date hereof.

      4. Term of Option. This Option shall expire, and all rights hereunder to
purchase the Shares, shall terminate five (5) years from the date hereof.
Nothing contained herein shall be construed to interfere in any way with the
right of the Company to terminate Optionee as a consultant to the Company, or to
increase or decrease the compensation paid to Optionee from the rate in effect
as of the date hereof.
<PAGE>

      5. Vesting of Option. Subject to the provisions of Sections 7 and 8
hereof, this Option shall become exercisable during the period that Optionee
serves as a consultant of the Company in equal annual installments, each
installment covering a fraction of the Shares, the numerator of which is one (1)
and the denominator of which is the number of years in the term of this Option
(not to exceed 5). The first installment shall become exercisable on the first
anniversary of the date of this Option, and an additional installment shall
become exercisable on each successive anniversary date during the term of this
Option, except the last such anniversary date. The final installment shall
become exercisable ninety days prior to the expiration of the term of this
Option. The installments shall be cumulative (i.e., this option may be
exercised, as to any or all shares covered by an installment, at any time or
times after an installment becomes exercisable and until expiration or
termination of this option).

      6. Exercise. This Option shall be exercised by delivery to the Company of
(a) written notice of exercise stating the number of Shares being purchased (in
whole shares only) and such other information set forth on the form of Notice of
Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the
Exercise Price of the Shares covered by the notice (or such other consideration
as has been approved by the Board of Directors consistent with the Plan) and (c)
a written investment representation as provided for in Section 13 hereof. This
Option shall not be assignable or transferable, except by will or by the laws of
descent and distribution, and shall be exercisable only by Optionee during his
or her lifetime.

      7. Termination of Service. If Optionee's service as a consultant to the
Company terminates for any reason, no further installments shall vest pursuant
to Section 5, and Optionee shall have the right at any time within thirty (30)
days following such termination of services or the remaining term of this
Option, whichever is the lesser, to exercise in whole or in part this Option to
the extent, but only to the extent, that this Option was exercisable as of the
date Optionee ceased to be a consultant to the Company; provided, however, if
Optionee is terminated for reasons that would justify a termination of
employment "for cause" as contemplated by the Delaware Labor Code and case law
related thereto, the foregoing right to exercise shall automatically terminate
on the date Optionee ceases to be a consultant to the Company as to all Shares
covered by this Option not exercised prior to termination. Unless earlier
terminated, all rights under this Option shall terminate in any event on the
expiration date of this Option as defined in Section 4 hereof.

      8. Death of Optionee. If the Optionee shall die while serving as a
consultant to the Company, Optionee's personal representative or the person
entitled to Optionee's rights hereunder may at any time within ninety (90) days
after the date of Optionee's death, or during the remaining term of this Option,
whichever is the lesser, exercise this Option and purchase Shares to the extent,
but only to the extent, that Optionee could have exercised this Option as of the
date of Optionee's death; provided, in any case, that this Option may be so
exercised only to the extent that this Option has not previously been exercised
by Optionee.

      9. No Rights as Shareholder. Optionee shall have no rights as a
shareholder with respect to the Shares covered by any installment of this Option
until the effective date of the issuance of shares following exercise of this to
Option, and no adjustment will be made for dividends or other rights for which
the record date is prior to the date such stock certificate or certificates are
issued except as provided in Section 10 hereof.


                                       2
<PAGE>

      10. Recapitalization. Subject to any required action by the shareholders
of the Company, the number of Shares covered by this Option, and the Exercise
Price thereof, shall be proportionately adjusted for any increase or decrease in
the number of issued shares resulting from a subdivision or consolidation of
shares or the payment of a stock dividend, or any other increase or decrease in
the number of such shares effected without receipt of consideration by the
Company; provided however that the conversion of any convertible securities of
the Company shall not be deemed having been "effected without receipt of
consideration by the Company."

      In the event of a proposed dissolution or liquidation of the Company, a
merger or consolidation in which the Company is not the surviving entity, or a
sale of all or substantially all of the assets or capital stock of the Company
(collectively, a "Reorganization"), this Option shall terminate immediately
prior to the consummation of such proposed action, unless otherwise provided by
the Board; provided, however, if Optionee shall be a consultant at the time such
Reorganization is approved by the stockholders, Optionee shall have the right to
exercise this Option as to all or any part of the Shares, without regard to the
installment provisions of Section 5, for a period beginning 30 days prior to the
consummation of such Reorganization and ending as of the Reorganization or the
expiration of this Option, whichever is earlier, subject to the consummation of
the Reorganization. In any event, the Company shall notify Optionee, at least 30
days prior to the consummation of such Reorganization, of his exercise rights,
if any, and that the Option shall terminate upon the consummation of the
Reorganization.

      Subject to any required action by the shareholders of the Company, if the
Company shall be the surviving entity in any merger or consolidation, this
Option thereafter shall pertain to and apply to the securities to which a holder
of Shares equal to the Shares subject to this Option would have been entitled by
reason of such merger or consolidation, and the installment provisions of
Section 5 shall continue to apply.

      In the event of a change in the shares of the Company as presently
constituted, which is limited to a change of all of its authorized Stock without
par value into the same number of shares of Stock with a par value, the shares
resulting from any such change shall be deemed to be the Shares within the
meaning of this Option.

      To the extent that the foregoing adjustments relate to shares or
securities of the Company, such adjustments shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive. Except as
hereinbefore expressly provided, Optionee shall have no rights by reason of any
subdivision or consolidation of shares of Stock of any class or the payment of
any stock dividend or any other increase or decrease in the number of shares of
stock of any class, and the number and price of Shares subject to this Option
shall not be affected by, and no adjustments shall be made by reason of, any
dissolution, liquidation, merger, consolidation or sale of assets or capital
stock, or any issue by the Company of shares of stock of any class or securities
convertible into shares of stock of any class.


                                       3
<PAGE>

      The grant of this Option shall not affect in any way the right or power of
the Company to make adjustments, reclassifications, reorganizations or changes
in its capital or business structure or to merge, consolidate, dissolve or
liquidate or to sell or transfer all or any part of its business or assets.

      11. Taxation upon Exercise of Option. Optionee understands that, upon
exercise of this Option, Optionee will recognize income, for Federal and state
income tax purposes, in an amount equal to the amount by which the fair market
value of the Shares, determined as of the date of exercise, exceeds the Exercise
Price. The acceptance of the Shares by Optionee shall constitute an agreement by
Optionee to report such income in accordance with then applicable law and to
cooperate with Company in establishing the amount of such income and
corresponding deduction to the Company for its income tax purposes. Withholding
for federal or state income and employment tax purposes will be made, if and as
required by law, from Optionee's then current compensation, or, if such current
compensation is insufficient to satisfy withholding tax liability, the Company
may require Optionee to make a cash payment to cover such liability as a
condition of the exercise of this Option.

      12. Modification, Extension and Renewal of Options. The Board or
Committee, as described in the Plan, may modify, extend or renew this Option or
accept the surrender thereof (to the extent not theretofore exercised) and
authorize the granting of a new option in substitution therefore (to the extent
not theretofore exercised), subject at all times to the Plan, the Code.
Notwithstanding the foregoing provisions of this Section 12, no modification
shall, without the consent of the Optionee, alter to the Optionee's detriment or
impair any rights of Optionee hereunder.

      13. Investment Intent; Restrictions on Transfer.

            (a) Optionee represents and agrees that if Optionee exercises this
      Option in whole or in part, Optionee will in each case acquire the Shares
      upon such exercise for the purpose of investment and not with a view to,
      or for resale in connection with, any distribution thereof; and that upon
      such exercise of this Option in whole or in part, Optionee (or any person
      or persons entitled to exercise this Option under the provisions of
      Sections 7 and 8 hereof) shall furnish to the Company a written statement
      to such effect, satisfactory to the Company in form and substance. If the
      Shares represented by this Option are registered under the Securities Act,
      either before or after the exercise of this Option in whole or in part,
      the Optionee shall be relieved of the foregoing investment representation
      and agreement and shall not be required to furnish the Company with the
      foregoing written statement.

            (b) Optionee further represents that Optionee has had access to the
      financial statements or books and records of the Company, has had the
      opportunity to ask questions of the Company concerning its business,
      operations and financial condition, and to obtain additional information
      reasonably necessary to verify the accuracy of such information.


                                       4
<PAGE>

            (c) Unless and until the Shares represented by this Option are
      registered under the Securities Act, all certificates representing the
      Shares and any certificates subsequently issued in substitution therefor
      and any certificate for any securities issued pursuant to any stock split,
      share reclassification, stock dividend or other similar capital event
      shall bear legends in substantially the following form:

      THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE
      SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR
      SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST
      THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE
      ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE
      SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.

      THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO
      THAT CERTAIN NONSTATUTORY STOCK OPTION AGREEMENT DATED ___________ BETWEEN
      THE COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES
      WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.

and/or such other legend or legends as the Company and its counsel deem
necessary or appropriate. Appropriate stop transfer instructions with respect to
the Shares have been placed with the Company's transfer agent.

      14. Stand-off Agreement. Optionee agrees that, in connection with any
registration of the Company's securities under the Securities Act, and upon the
request of the Company or any underwriter managing an underwritten offering of
the Company's securities, Optionee shall not sell, short any sale of, loan,
grant an option for, or otherwise dispose of any of the Shares (other than
Shares included in the offering) without the prior written consent of the
Company or such managing underwriter, as applicable, for a period of up to one
year following the effective date of registration of such offering.

      15. Restriction Upon Transfer. The Shares may not be sold, transferred or
otherwise disposed of and shall not be pledged or otherwise hypothecated by the
Optionee except as hereinafter provided.

            (a) Repurchase Right on Termination Other Than for Cause. For the
      purposes of this Section, a "Repurchase Event" shall mean an occurrence of
      one of (i) termination of Optionee's service as a consultant, voluntary or
      involuntary and with or without cause; (ii) retirement or death of
      Optionee; (iii) bankruptcy of Optionee, which shall be deemed to have
      occurred as of the date on which a voluntary or involuntary petition in
      bankruptcy is filed with a court of competent jurisdiction; (iv)
      dissolution of the marriage of Optionee, to the extent that any of the
      Shares are allocated as the sole and separate property of Optionee's
      spouse pursuant thereto (in which case, this Section shall only apply to
      the Shares so affected); or (v) any attempted transfer by the Optionee of
      Shares, or any interest therein, in violation of this Agreement. Upon the
      occurrence of a Repurchase Event, the Company shall have the right (but
      not an obligation) to repurchase all or any portion of the Shares of
      Optionee at a price equal to the fair value of the Shares as of the date
      of the Repurchase Event.


                                       5
<PAGE>

            (b) Repurchase Right on Termination for Cause. In the event
      Optionee's service as a consultant is terminated by the Company "for
      cause" (as contemplated by Section 7), then the Company shall have the
      right (but not an obligation) to repurchase Shares of Optionee at a price
      equal to the Exercise Price. Such right of the Company to repurchase
      Shares shall apply to 100% of the Shares for one (1) year from the date of
      this Agreement; and shall thereafter lapse ratably in equal annual
      increments on each anniversary of the date of this Agreement over the term
      of this Option specified in Section 4. In addition, the Company shall have
      the right, in the sole discretion of the Board and without obligation, to
      repurchase upon any such termination of service for cause all or any
      portion of the Shares of Optionee, at a price equal to the fair value of
      the Shares as of the date of termination, which right is not subject to
      the foregoing lapsing of rights. In the event the Company elects to
      repurchase the Shares, the stock certificates representing the same shall
      forthwith be returned to the Company for cancellation.

            (c) Exercise of Repurchase Right. Any repurchase right under
      Paragraphs 15(a) or 15(b) shall be exercised by giving notice of exercise
      as provided herein to Optionee or the estate of Optionee, as applicable.
      Such right shall be exercised, and the repurchase price thereunder shall
      be paid, by the Company within a ninety (90) day period beginning on the
      date of notice to the Company of the occurrence of such Repurchase Event
      (except in the case of termination of employment or retirement, where such
      option period shall begin upon the occurrence of the Repurchase Event).
      Such repurchase price shall be payable only in the form of cash (including
      a check drafted on immediately available funds) or cancellation of
      purchase money indebtedness of the Optionee for the Shares. If the Company
      can not purchase all such Shares because it is unable to meet the
      financial tests set forth in the Delaware and/or Delaware corporation law,
      the Company shall have the right to purchase as many Shares as it is
      permitted to purchase under such sections. Any Shares not purchased by the
      Company hereunder shall no longer be subject to the provisions of this
      Section 15.

            (d) Right of First Refusal. In the event Optionee desires to
      transfer any Shares during his or her lifetime, Optionee shall first offer
      to sell such Shares to the Company. Optionee shall deliver to the Company
      written notice of the intended sale, such notice to specify the number of
      Shares to be sold, the proposed purchase price and terms of payment, and
      grant the Company an option for a period of thirty days following receipt
      of such notice to purchase the offered Shares upon the same terms and
      conditions. To exercise such option, the Company shall give notice of that
      fact to Optionee within the thirty (30) day notice period and agree to pay
      the purchase price in the manner provided in the notice. If the Company
      does not purchase all of the Shares so offered during foregoing option
      period, Optionee shall be under no obligation to sell any of the offered
      Shares to the Company, but may dispose of such Shares in any lawful manner
      during a period of one hundred and eighty (180) days following the end of
      such notice period, except that Optionee shall not sell any such Shares to
      any other person at a lower price or upon more favorable terms than those
      offered to the Company.


                                       6
<PAGE>

            (e) Acceptance of Restrictions. Acceptance of the Shares shall
      constitute the Optionee's agreement to such restrictions and the legending
      of his certificates with respect thereto. Notwithstanding such
      restrictions, however, so long as the Optionee is the holder of the
      Shares, or any portion thereof, he shall be entitled to receive all
      dividends declared on and to vote the Shares and to all other rights of a
      shareholder with respect thereto.

            (f) Permitted Transfers. Notwithstanding any provisions in this
      Section 15 to the contrary, the Optionee may transfer Shares subject to
      this Agreement to his or her parents, spouse, children, or grandchildren,
      or a trust for the benefit of the Optionee or any such transferee(s);
      provided, that such permitted transferee(s) shall hold the Shares subject
      to all the provisions of this Agreement (all references to the Optionee
      herein shall in such cases refer mutatis mutandis to the permitted
      transferee, except in the case of clause (iv) of Section 15(a) wherein the
      permitted transfer shall be deemed to be rescinded); and provided further,
      that notwithstanding any other provisions in this Agreement, a permitted
      transferee may not, in turn, make permitted transfers without the written
      consent of the Optionee and the Company.

            (g) Release of Restrictions on Shares. All rights and restrictions
      under this Section 15 shall terminate five (5) years following the date of
      this Agreement, or when the Company's securities are publicly traded,
      whichever occurs earlier.

      16. Notices. Any notice required to be given pursuant to this Option or
the Plan shall be in writing and shall be deemed to be delivered upon receipt
or, in the case of notices by the Company, five (5) days after deposit in the
U.S. mail, postage prepaid, addressed to Optionee at the address last provided
by Optionee for use in Company records related to Optionee.

      17. Agreement Subject to Plan; Applicable Law. This Option is made
pursuant to the Plan and shall be interpreted to comply therewith. A copy of
such Plan is available to Optionee, at no charge, at the principal office of the
Company. Any provision of this Option inconsistent with the Plan shall be
considered void and replaced with the applicable provision of the Plan. This
Option has been granted, executed and delivered in the State of Delaware, and
the interpretation and enforcement shall be governed by the laws thereof and
subject to the exclusive jurisdiction of the courts therein.

                            [SIGNATURE PAGE FOLLOWS.]


                                       7
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Option as of the
date first above written.

                           COMPANY:   ADZONE RESEARCH, INC.,
                                      a Delaware corporation


                                      By:    ____________________________

                                      Name:  ____________________________

                                      Title: ____________________________

                           OPTIONEE:

                                      By:    ____________________________
                                                     (signature)

                                      Name:  ____________________________

             (one of the following, as appropriate, shall be signed)

I certify that as of the date              By his or her signature, the spouse
hereof I am unmarried                      of Optionee hereby agrees to be bound
                                           by the  provisions of the foregoing
                                           INCENTIVE STOCK OPTION AGREEMENT


__________________________________         __________________________________
           Optionee                               Spouse of Optionee


                                       8
<PAGE>

                                   Appendix A

                               NOTICE OF EXERCISE

ADZONE RESEARCH, INC.

      Re:   Nonstatutory Stock Option

      Notice is hereby given pursuant to Section 6 of my Nonstatutory Stock
Option Agreement that I elect to purchase the number of shares set forth below
at the exercise price set forth in my option agreement:

      Nonstatutory Stock Option Agreement dated: ____________

      Number of shares being purchased: ____________

      Exercise Price: $____________

      A check in the amount of the aggregate price of the shares being purchased
is attached.

      I hereby confirm that such shares are being acquired by me for my own
account for investment purposes, and not with a view to, or for resale in
connection with, any distribution thereof. I will not sell or dispose of my
Shares in violation of the Securities Act of 1933, as amended, or any applicable
federal or state securities laws. Further, I understand that the exemption from
taxable income at the time of exercise is dependent upon my holding such stock
for a period of at least one year from the date of exercise and two years from
the date of grant of the Option.

      I understand that the certificate representing the Option Shares will bear
a restrictive legend within the contemplation of the Securities Act and as
required by such other state or federal law or regulation applicable to the
issuance or delivery of the Option Shares.

      I agree to provide to the Company such additional documents or information
as may be required pursuant to the Company's 2006 Incentive Stock Plan-B.


                                      By:    ____________________________
                                                     (signature)

                                      Name:  ____________________________


                                   Appendix A
<PAGE>

                                    EXHIBIT C

                              ADZONE RESEARCH, INC.
                              STOCK AWARD AGREEMENT

================================================================================

      THIS STOCK AWARD AGREEMENT ("Agreement") is made and entered into as of
the date set forth below, by and between ADZONE RESEARCH, INC., a Delaware
corporation (the "Company"), and the employee, director or consultant of the
Company named in Section 1(b). ("Grantee"):

      In consideration of the covenants herein set forth, the parties hereto
agree as follows:

      1. Stock Award Information.

            (a)   Date of Award:     _____________________________

            (b)   Grantee:           _____________________________

            (c)   Number of Shares:  _____________________________

            (d)   Original Value:    _____________________________

      2. Acknowledgements.

            (a) Grantee is a [employee/director/consultant] of the Company.

            (b) The Company has adopted a 2006 Incentive Stock Plan-B (the
      "Plan") under which the Company's common stock ("Stock") may be offered to
      directors, officers, employees and consultants pursuant to an exemption
      from registration under the Securities Act of 1933, as amended (the
      "Securities Act") provided by Rule 701 thereunder.

      3. Shares; Value. The Company hereby grants to Grantee, upon and subject
to the terms and conditions herein stated, the number of shares of Stock set
forth in Section 1(c) (the "Shares"), which Shares have a fair value per share
("Original Value") equal to the amount set forth in Section 1(d). For the
purpose of this Agreement, the terms "Share" or "Shares" shall include the
original Shares plus any shares derived therefrom, regardless of the fact that
the number, attributes or par value of such Shares may have been altered by
reason of any recapitalization, subdivision, consolidation, stock dividend or
amendment of the corporate charter of the Company. The number of Shares covered
by this Agreement and the Original Value thereof shall be proportionately
adjusted for any increase or decrease in the number of issued shares resulting
from a recapitalization, subdivision or consolidation of shares or the payment
of a stock dividend, or any other increase or decrease in the number of such
shares effected without receipt of consideration by the Company.

      4. Investment Intent. Grantee represents and agrees that Grantee is
accepting the Shares for the purpose of investment and not with a view to, or
for resale in connection with, any distribution thereof; and that, if requested,
Grantee shall furnish to the Company a written statement to such effect,
satisfactory to the Company in form and substance. If the Shares are registered
under the Securities Act, Grantee shall be relieved of the foregoing investment
representation and agreement and shall not be required to furnish the Company
with the foregoing written statement.
<PAGE>

      5. Restriction Upon Transfer. The Shares may not be sold, transferred or
otherwise disposed of and shall not be pledged or otherwise hypothecated by the
Grantee except as hereinafter provided.

            (a) Repurchase Right on Termination Other Than for Cause. For the
      purposes of this Section, a "Repurchase Event" shall mean an occurrence of
      one of (i) termination of Grantee's employment [or service as a
      director/consultant] by the Company, voluntary or involuntary and with or
      without cause; (ii) retirement or death of Grantee; (iii) bankruptcy of
      Grantee, which shall be deemed to have occurred as of the date on which a
      voluntary or involuntary petition in bankruptcy is filed with a court of
      competent jurisdiction; (iv) dissolution of the marriage of Grantee, to
      the extent that any of the Shares are allocated as the sole and separate
      property of Grantee's spouse pursuant thereto (in which case, this Section
      shall only apply to the Shares so affected); or (v) any attempted transfer
      by the Grantee of Shares, or any interest therein, in violation of this
      Agreement. Upon the occurrence of a Repurchase Event, the Company shall
      have the right (but not an obligation) to purchase all or any portion of
      the Shares of Grantee, at a price equal to the fair value of the Shares as
      of the date of the Repurchase Event.

            (b) Repurchase Right on Termination for Cause. In the event
      Grantee's employment [or service as a director/consultant] is terminated
      by the Company "for cause" (as defined below), then the Company shall have
      the right (but not an obligation) to purchase Shares of Grantee at a price
      equal to the Original Value. Such right of the Company to purchase Shares
      shall apply to 100% of the Shares for one (1) year from the date of this
      Agreement; and shall thereafter lapse at the rate of twenty percent (20%)
      of the Shares on each anniversary of the date of this Agreement. In
      addition, the Company shall have the right, in the sole discretion of the
      Board and without obligation, to repurchase upon termination for cause all
      or any portion of the Shares of Grantee, at a price equal to the fair
      value of the Shares as of the date of termination, which right is not
      subject to the foregoing lapsing of rights. Termination of employment [or
      service as a director/consultant] "for cause" means (i) as to employees or
      consultants, termination for cause as contemplated by the Delaware Labor
      Code and case law related thereto, or as defined in the Plan, this
      Agreement or in any employment [or consulting] agreement between the
      Company and Grantee, or (ii) as to directors, removal pursuant to the
      Delaware corporation law. In the event the Company elects to purchase the
      Shares, the stock certificates representing the same shall forthwith be
      returned to the Company for cancellation.

            (c) Exercise of Repurchase Right. Any Repurchase Right under
      Paragraphs 4(a) or 4(b) shall be exercised by giving notice of exercise as
      provided herein to Grantee or the estate of Grantee, as applicable. Such
      right shall be exercised, and the repurchase price thereunder shall be
      paid, by the Company within a ninety (90) day period beginning on the date
      of notice to the Company of the occurrence of such Repurchase Event
      (except in the case of termination or cessation of services as director,
      where such option period shall begin upon the occurrence of the Repurchase
      Event). Such repurchase price shall be payable only in the form of cash
      (including a check drafted on immediately available funds) or cancellation
      of purchase money indebtedness of the Grantee for the Shares. If the
      Company can not purchase all such Shares because it is unable to meet the
      financial tests set forth in the Delaware corporation law, the Company
      shall have the right to purchase as many Shares as it is permitted to
      purchase under such sections. Any Shares not purchased by the Company
      hereunder shall no longer be subject to the provisions of this Section 5.


                                      -2-
<PAGE>

            (d) Right of First Refusal. In the event Grantee desires to transfer
      any Shares during his or her lifetime, Grantee shall first offer to sell
      such Shares to the Company. Grantee shall deliver to the Company written
      notice of the intended sale, such notice to specify the number of Shares
      to be sold, the proposed purchase price and terms of payment, and grant
      the Company an option for a period of thirty days following receipt of
      such notice to purchase the offered Shares upon the same terms and
      conditions. To exercise such option, the Company shall give notice of that
      fact to Grantee within the thirty (30) day notice period and agree to pay
      the purchase price in the manner provided in the notice. If the Company
      does not purchase all of the Shares so offered during foregoing option
      period, Grantee shall be under no obligation to sell any of the offered
      Shares to the Company, but may dispose of such Shares in any lawful manner
      during a period of one hundred and eighty (180) days following the end of
      such notice period, except that Grantee shall not sell any such Shares to
      any other person at a lower price or upon more favorable terms than those
      offered to the Company.

            (e) Acceptance of Restrictions. Acceptance of the Shares shall
      constitute the Grantee's agreement to such restrictions and the legending
      of his certificates with respect thereto. Notwithstanding such
      restrictions, however, so long as the Grantee is the holder of the Shares,
      or any portion thereof, he shall be entitled to receive all dividends
      declared on and to vote the Shares and to all other rights of a
      shareholder with respect thereto.

            (f) Permitted Transfers. Notwithstanding any provisions in this
      Section 5 to the contrary, the Grantee may transfer Shares subject to this
      Agreement to his or her parents, spouse, children, or grandchildren, or a
      trust for the benefit of the Grantee or any such transferee(s); provided,
      that such permitted transferee(s) shall hold the Shares subject to all the
      provisions of this Agreement (all references to the Grantee herein shall
      in such cases refer mutatis mutandis to the permitted transferee, except
      in the case of clause (iv) of Section 5(a) wherein the permitted transfer
      shall be deemed to be rescinded); and provided further, that
      notwithstanding any other provisions in this Agreement, a permitted
      transferee may not, in turn, make permitted transfers without the written
      consent of the Grantee and the Company.

            (g) Release of Restrictions on Shares. All rights and restrictions
      under this Section 5 shall terminate five (5) years following the date of
      this Agreement, or when the Company's securities are publicly traded,
      whichever occurs earlier.

      6. Representations and Warranties of the Grantee. This Agreement and the
issuance and grant of the Shares hereunder is made by the Company in reliance
upon the express representations and warranties of the Grantee, which by
acceptance hereof the Grantee confirms that:

            (a) The Shares granted to him pursuant to this Agreement are being
      acquired by him for his own account, for investment purposes, and not with
      a view to, or for sale in connection with, any distribution of the Shares.
      It is understood that the Shares have not been registered under the Act by
      reason of a specific exemption from the registration provisions of the Act
      which depends, among other things, upon the bona fide nature of his
      representations as expressed herein;


                                      -3-
<PAGE>

            (b) The Shares must be held by him indefinitely unless they are
      subsequently registered under the Act and any applicable state securities
      laws, or an exemption from such registration is available. The Company is
      under no obligation to register the Shares or to make available any such
      exemption; and

            (c) Grantee further represents that Grantee has had access to the
      financial statements or books and records of the Company, has had the
      opportunity to ask questions of the Company concerning its business,
      operations and financial condition and to obtain additional information
      reasonably necessary to verify the accuracy of such information,

            (d) Unless and until the Shares represented by this Grant are
      registered under the Securities Act, all certificates representing the
      Shares and any certificates subsequently issued in substitution therefor
      and any certificate for any securities issued pursuant to any stock split,
      share reclassification, stock dividend or other similar capital event
      shall bear legends in substantially the following form:

      THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE
      SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR
      SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST
      THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE
      ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE
      SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.

      THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO
      THAT CERTAIN STOCK AWARD AGREEMENT DATED ____________ BETWEEN THE COMPANY
      AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE
      SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.

      and/or such other legend or legends as the Company and its counsel deem
      necessary or appropriate. Appropriate stop transfer instructions with
      respect to the Shares have been placed with the Company's transfer agent.

            (e) Grantee understands that he or she will recognize income, for
      Federal and state income tax purposes, in an amount equal to the amount by
      which the fair market value of the Shares, as of the date of grant,
      exceeds the price paid by Grantee, if any. The acceptance of the Shares by
      Grantee shall constitute an agreement by Grantee to report such income in
      accordance with then applicable law. Withholding for federal or state
      income and employment tax purposes will be made, if and as required by
      law, from Grantee's then current compensation, or, if such current
      compensation is insufficient to satisfy withholding tax liability, the
      Company may require Grantee to make a cash payment to cover such
      liability.


                                      -4-
<PAGE>

      7. Stand-off Agreement. Grantee agrees that, in connection with any
registration of the Company's securities under the Securities Act, and upon the
request of the Company or any underwriter managing an underwritten offering of
the Company's securities, Grantee shall not sell, short any sale of, loan, grant
an option for, or otherwise dispose of any of the Shares (other than Shares
included in the offering) without the prior written consent of the Company or
such managing underwriter, as applicable, for a period of at least one year
following the effective date of registration of such offering. This Section 8
shall survive any termination of this Agreement.

      8. Termination of Agreement. This Agreement shall terminate on the
occurrence of any one of the following events: (a) written agreement of all
parties to that effect; (b) a proposed dissolution or liquidation of the
Company, a merger or consolidation in which the Company is not the surviving
entity, or a sale of all or substantially all of the assets of the Company; (c)
the closing of any public offering of common stock of the Company pursuant to an
effective registration statement under the Securities Act; or (d) dissolution,
bankruptcy, or insolvency of the Company.

      9. Agreement Subject to Plan; Applicable Law. This Grant is made pursuant
to the Plan and shall be interpreted to comply therewith. A copy of such Plan is
available to Grantee, at no charge, at the principal office of the Company. Any
provision of this Agreement inconsistent with the Plan shall be considered void
and replaced with the applicable provision of the Plan. This Grant shall be
governed by the laws of the State of Delaware and subject to the exclusive
jurisdiction of the courts therein.

      10. Miscellaneous.

            (a) Notices. Any notice required to be given pursuant to this
      Agreement or the Plan shall be in writing and shall be deemed to have been
      duly delivered upon receipt or, in the case of notices by the Company,
      five (5) days after deposit in the U.S. mail, postage prepaid, addressed
      to Grantee at the last address provided by Grantee for use in the
      Company's records.

            (b) Entire Agreement. This instrument constitutes the sole agreement
      of the parties hereto with respect to the Shares. Any prior agreements,
      promises or representations concerning the Shares not included or
      reference herein shall be of no force or effect. This Agreement shall be
      binding on, and shall inure to the benefit of, the Parties hereto and
      their respective transferees, heirs, legal representatives, successors,
      and assigns.

            (c) Enforcement. This Agreement shall be construed in accordance
      with, and governed by, the laws of the State of Delaware and subject to
      the exclusive jurisdiction of the courts located in St. Johns County,
      State of Delaware. If Grantee attempts to transfer any of the Shares
      subject to this Agreement, or any interest in them in violation of the
      terms of this Agreement, the Company may apply to any court for an
      injunctive order prohibiting such proposed transaction, and the Company
      may institute and maintain proceedings against Grantee to compel specific
      performance of this Agreement without the necessity of proving the
      existence or extent of any damages to the Company. Any such attempted
      transaction shares in violation of this Agreement shall be null and void.


                                      -5-
<PAGE>

            (d) Validity of Agreement. The provisions of this Agreement may be
      waived, altered, amended, or repealed, in whole or in part, only on the
      written consent of all parties hereto. It is intended that each Section of
      this Agreement shall be viewed as separate and divisible, and in the event
      that any Section shall be held to be invalid, the remaining Sections shall
      continue to be in full force and effect.

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

                           COMPANY:   ADZONE RESEARCH, INC.,
                                      a Delaware corporation


                                      By:    ____________________________

                                      Name:  ____________________________

                                      Title: ____________________________

                           GRANTEE:

                                      By:    ____________________________
                                                     (signature)

                                      Name:  ____________________________

             (one of the following, as appropriate, shall be signed)

I certify that as of the date              By his or her signature, the spouse
hereof I am unmarried                      of Grantee hereby agrees to be bound
                                           by the  provisions of the foregoing
                                           STOCK AWARD AGREEMENT


__________________________________         __________________________________
            Grantee                                Spouse of Grantee


                                      -6-
<PAGE>

                                    EXHIBIT D

                              ADZONE RESEARCH, INC.
                       RESTRICTED STOCK PURCHASE AGREEMENT

================================================================================

      THIS RESTRICTED STOCK PURCHASE AGREEMENT ("Agreement") is made and entered
into as of the date set forth below, by and between ADZONE RESEARCH, INC., a
Delaware corporation (the "Company"), and the employee, director or consultant
of the Company named in Section 1(b). ("Grantee"):

      In consideration of the covenants herein set forth, the parties hereto
agree as follows:

      1. Stock Purchase Information.

            (a)   Date of Agreement: _____________________________

            (b)   Grantee:           _____________________________

            (c)   Number of Shares:  _____________________________

            (d)   Purchase Price:    _____________________________

      2. Acknowledgements.

            (a) Grantee is a [employee/director/consultant] of the Company.

            (b) The Company has adopted a 2006 Incentive Stock Plan-B (the
      "Plan") under which the Company's common stock ("Stock") may be offered to
      officers, employees, directors and consultants pursuant to an exemption
      from registration under the Securities Act of 1933, as amended (the
      "Securities Act") provided by Rule 701 thereunder.

            (c) The Grantee desires to purchase shares of the Company's common
      stock on the terms and conditions set forth herein.

      3. Purchase of Shares. The Company hereby agrees to sell and Grantee
hereby agrees to purchase, upon and subject to the terms and conditions herein
stated, the number of shares of Stock set forth in Section 1(c) (the "Shares"),
at the price per Share set forth in Section 1(d) (the "Price"). For the purpose
of this Agreement, the terms "Share" or "Shares" shall include the original
Shares plus any shares derived therefrom, regardless of the fact that the
number, attributes or par value of such Shares may have been altered by reason
of any recapitalization, subdivision, consolidation, stock dividend or amendment
of the corporate charter of the Company. The number of Shares covered by this
Agreement shall be proportionately adjusted for any increase or decrease in the
number of issued shares resulting from a recapitalization, subdivision or
consolidation of shares or the payment of a stock dividend, or any other
increase or decrease in the number of such shares effected without receipt of
consideration by the Company.

      4. Investment Intent. Grantee represents and agrees that Grantee is
accepting the Shares for the purpose of investment and not with a view to, or
for resale in connection with, any distribution thereof; and that, if requested,
Grantee shall furnish to the Company a written statement to such effect,
satisfactory to the Company in form and substance. If the Shares are registered
under the Securities Act, Grantee shall be relieved of the foregoing investment
representation and agreement and shall not be required to furnish the Company
with the foregoing written statement.
<PAGE>

      5. Restriction Upon Transfer. The Shares may not be sold, transferred or
otherwise disposed of and shall not be pledged or otherwise hypothecated by the
Grantee except as hereinafter provided.

            (a) Repurchase Right on Termination Other Than for Cause. For the
      purposes of this Section, a "Repurchase Event" shall mean an occurrence of
      one of (i) termination of Grantee's employment [or service as a
      director/consultant] by the Company, voluntary or involuntary and with or
      without cause; (ii) retirement or death of Grantee; (iii) bankruptcy of
      Grantee, which shall be deemed to have occurred as of the date on which a
      voluntary or involuntary petition in bankruptcy is filed with a court of
      competent jurisdiction; (iv) dissolution of the marriage of Grantee, to
      the extent that any of the Shares are allocated as the sole and separate
      property of Grantee's spouse pursuant thereto (in which case, this Section
      shall only apply to the Shares so affected); or (v) any attempted transfer
      by the Grantee of Shares, or any interest therein, in violation of this
      Agreement. Upon the occurrence of a Repurchase Event, the Company shall
      have the right (but not an obligation) to repurchase all or any portion of
      the Shares of Grantee at a price equal to the fair value of the Shares as
      of the date of the Repurchase Event.

            (b) Repurchase Right on Termination for Cause. In the event
      Grantee's employment [or service as a director/consultant] is terminated
      by the Company "for cause" (as defined below), then the Company shall have
      the right (but not an obligation) to repurchase Shares of Grantee at a
      price equal to the Price. Such right of the Company to repurchase Shares
      shall apply to 100% of the Shares for one (1) year from the date of this
      Agreement; and shall thereafter lapse at the rate of twenty percent (20%)
      of the Shares on each anniversary of the date of this Agreement. In
      addition, the Company shall have the right, in the sole discretion of the
      Board and without obligation, to repurchase upon termination for cause all
      or any portion of the Shares of Grantee, at a price equal to the fair
      value of the Shares as of the date of termination, which right is not
      subject to the foregoing lapsing of rights. Termination of employment [or
      service as a director/consultant] "for cause" means (i) as to employees
      and consultants, termination for cause as contemplated by the Delaware
      Labor Code and case law related thereto, or as defined in the Plan, this
      Agreement or in any employment [or consulting] agreement between the
      Company and Grantee, or (ii) as to directors, removal pursuant to the
      Delaware corporation law. In the event the Company elects to repurchase
      the Shares, the stock certificates representing the same shall forthwith
      be returned to the Company for cancellation.

            (c) Exercise of Repurchase Right. Any Repurchase Right under
      Paragraphs 4(a) or 4(b) shall be exercised by giving notice of exercise as
      provided herein to Grantee or the estate of Grantee, as applicable. Such
      right shall be exercised, and the repurchase price thereunder shall be
      paid, by the Company within a ninety (90) day period beginning on the date
      of notice to the Company of the occurrence of such Repurchase Event
      (except in the case of termination of employment or retirement, where such
      option period shall begin upon the occurrence of the Repurchase Event).
      Such repurchase price shall be payable only in the form of cash (including
      a check drafted on immediately available funds) or cancellation of
      purchase money indebtedness of the Grantee for the Shares. If the Company
      can not purchase all such Shares because it is unable to meet the
      financial tests set forth in the Delaware corporation law, the Company
      shall have the right to purchase as many Shares as it is permitted to
      purchase under such sections. Any Shares not purchased by the Company
      hereunder shall no longer be subject to the provisions of this Section 5.


                                      -2-
<PAGE>

            (d) Right of First Refusal. In the event Grantee desires to transfer
      any Shares during his or her lifetime, Grantee shall first offer to sell
      such Shares to the Company. Grantee shall deliver to the Company written
      notice of the intended sale, such notice to specify the number of Shares
      to be sold, the proposed purchase price and terms of payment, and grant
      the Company an option for a period of thirty days following receipt of
      such notice to purchase the offered Shares upon the same terms and
      conditions. To exercise such option, the Company shall give notice of that
      fact to Grantee within the thirty (30) day notice period and agree to pay
      the purchase price in the manner provided in the notice. If the Company
      does not purchase all of the Shares so offered during foregoing option
      period, Grantee shall be under no obligation to sell any of the offered
      Shares to the Company, but may dispose of such Shares in any lawful manner
      during a period of one hundred and eighty (180) days following the end of
      such notice period, except that Grantee shall not sell any such Shares to
      any other person at a lower price or upon more favorable terms than those
      offered to the Company.

            (e) Acceptance of Restrictions. Acceptance of the Shares shall
      constitute the Grantee's agreement to such restrictions and the legending
      of his certificates with respect thereto. Notwithstanding such
      restrictions, however, so long as the Grantee is the holder of the Shares,
      or any portion thereof, he shall be entitled to receive all dividends
      declared on and to vote the Shares and to all other rights of a
      shareholder with respect thereto.

            (f) Permitted Transfers. Notwithstanding any provisions in this
      Section 5 to the contrary, the Grantee may transfer Shares subject to this
      Agreement to his or her parents, spouse, children, or grandchildren, or a
      trust for the benefit of the Grantee or any such transferee(s); provided,
      that such permitted transferee(s) shall hold the Shares subject to all the
      provisions of this Agreement (all references to the Grantee herein shall
      in such cases refer mutatis mutandis to the permitted transferee, except
      in the case of clause (iv) of Section 5(a) wherein the permitted transfer
      shall be deemed to be rescinded); and provided further, that
      notwithstanding any other provisions in this Agreement, a permitted
      transferee may not, in turn, make permitted transfers without the written
      consent of the Grantee and the Company.

            (g) Release of Restrictions on Shares. All rights and restrictions
      under this Section 5 shall terminate five (5) years following the date
      upon which the Company receives the full Price as set forth in Section 3,
      or when the Company's securities are publicly traded, whichever occurs
      earlier.

      5. Representations and Warranties of the Grantee. This Agreement and the
issuance and grant of the Shares hereunder is made by the Company in reliance
upon the express representations and warranties of the Grantee, which by
acceptance hereof the Grantee confirms that:

            (a) The Shares granted to him pursuant to this Agreement are being
      acquired by him for his own account, for investment purposes, and not with
      a view to, or for sale in connection with, any distribution of the Shares.
      It is understood that the Shares have not been registered under the Act by
      reason of a specific exemption from the registration provisions of the Act
      which depends, among other things, upon the bona fide nature of his
      representations as expressed herein;


                                      -3-
<PAGE>

            (b) The Shares must be held by him indefinitely unless they are
      subsequently registered under the Act and any applicable state securities
      laws, or an exemption from such registration is available. The Company is
      under no obligation to register the Shares or to make available any such
      exemption; and

            (c) Grantee further represents that Grantee has had access to the
      financial statements or books and records of the Company, has had the
      opportunity to ask questions of the Company concerning its business,
      operations and financial condition and to obtain additional information
      reasonably necessary to verify the accuracy of such information;

            (d) Unless and until the Shares represented by this Grant are
      registered under the Securities Act, all certificates representing the
      Shares and any certificates subsequently issued in substitution therefor
      and any certificate for any securities issued pursuant to any stock split,
      share reclassification, stock dividend or other similar capital event
      shall bear legends in substantially the following form:

      THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE
      SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR
      SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST
      THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE
      ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE
      SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.

      THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO
      THAT CERTAIN RESTRICTED STOCK PURCHASE AGREEMENT DATED ____________
      BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE
      SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN
      CONDITIONS.

      and/or such other legend or legends as the Company and its counsel deem
      necessary or appropriate. Appropriate stop transfer instructions with
      respect to the Shares have been placed with the Company's transfer agent.

            (e) Grantee understands that he or she will recognize income, for
      Federal and state income tax purposes, in an amount equal to the amount by
      which the fair market value of the Shares, as of the date of Grant,
      exceeds the price paid by Grantee. The acceptance of the Shares by Grantee
      shall constitute an agreement by Grantee to report such income in
      accordance with then applicable law. Withholding for federal or state
      income and employment tax purposes will be made, if and as required by
      law, from Grantee's then current compensation, or, if such current
      compensation is insufficient to satisfy withholding tax liability, the
      Company may require Grantee to make a cash payment to cover such
      liability.


                                      -4-
<PAGE>

      7. Stand-off Agreement. Grantee agrees that, in connection with any
registration of the Company's securities under the Securities Act, and upon the
request of the Company or any underwriter managing an underwritten offering of
the Company's securities, Grantee shall not sell, short any sale of, loan, grant
an option for, or otherwise dispose of any of the Shares (other than Shares
included in the offering) without the prior written consent of the Company or
such managing underwriter, as applicable, for a period of at least one year
following the effective date of registration of such offering. This Section 8
shall survive any termination of this Agreement.

      8. Termination of Agreement. This Agreement shall terminate on the
occurrence of any one of the following events: (a) written agreement of all
parties to that effect; (b) a proposed dissolution or liquidation of the
Company, a merger or consolidation in which the Company is not the surviving
entity, or a sale of all or substantially all of the assets of the Company; (c)
the closing of any public offering of common stock of the Company pursuant to an
effective registration statement under the Act; or (d) dissolution, bankruptcy,
or insolvency of the Company.

      9. Agreement Subject to Plan; Applicable Law. This Grant is made pursuant
to the Plan and shall be interpreted to comply therewith. A copy of such Plan is
available to Grantee, at no charge, at the principal office of the Company. Any
provision of this Agreement inconsistent with the Plan shall be considered void
and replaced with the applicable provision of the Plan. This Grant shall be
governed by the laws of the State of Delaware and subject to the exclusive
jurisdiction of the courts therein.

      10. Miscellaneous.

            (a) Notices. Any notice required to be given pursuant to this
      Agreement or the Plan shall be in writing and shall be deemed to have been
      duly delivered upon receipt or, in the case of notices by the Company,
      five (5) days after deposit in the U.S. mail, postage prepaid, addressed
      to Grantee at the last address provided by Grantee for use in the
      Company's records.

            (b) Entire Agreement. This instrument constitutes the sole agreement
      of the parties hereto with respect to the Shares. Any prior agreements,
      promises or representations concerning the Shares not included or
      reference herein shall be of no force or effect. This Agreement shall be
      binding on, and shall inure to the benefit of, the Parties hereto and
      their respective transferees, heirs, legal representatives, successors,
      and assigns.

            (c) Enforcement. This Agreement shall be construed in accordance
      with, and governed by, the laws of the State of Delaware and subject to
      the exclusive jurisdiction of the courts located in St. Johns County,
      State of Delaware. If Grantee attempts to transfer any of the Shares
      subject to this Agreement, or any interest in them in violation of the
      terms of this Agreement, the Company may apply to any court for an
      injunctive order prohibiting such proposed transaction, and the Company
      may institute and maintain proceedings against Grantee to compel specific
      performance of this Agreement without the necessity of proving the
      existence or extent of any damages to the Company. Any such attempted
      transaction shares in violation of this Agreement shall be null and void.


                                      -5-
<PAGE>

            (d) Validity of Agreement. The provisions of this Agreement may be
      waived, altered, amended, or repealed, in whole or in part, only on the
      written consent of all parties hereto. It is intended that each Section of
      this Agreement shall be viewed as separate and divisible, and in the event
      that any Section shall be held to be invalid, the remaining Sections shall
      continue to be in full force and effect.

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

                           COMPANY:   ADZONE RESEARCH, INC.,
                                      a Delaware corporation


                                      By:    ____________________________

                                      Name:  ____________________________

                                      Title: ____________________________

                           GRANTEE:

                                      By:    ____________________________
                                                     (signature)

                                      Name:  ____________________________


                                      -6-