EXHIBIT 10.5

                              EMPLOYMENT AGREEMENT

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

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

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

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

                POSITION - THE COMPANY HIRES THE EMPLOYEE AS CEO

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

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

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

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

                              ADZONE RESEARCH, INC
                                  COMPANY NAME


                              AUTHORIZED SIGNATURE


                               EMPLOYEE SIGNATURE

                              EMPLOYMENT AGREEMENT
                                    EXHIBIT A

<PAGE>

Position:         CEO

Effective Date:   February 5, 2004

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

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

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

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

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

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

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

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

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

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

                              ADZONE RESEARCH, INC.

                                  COMPANY NAME

                              AUTHORIZED SIGNATURE

                               EMPLOYEE SIGNATURE

<PAGE>

EMPLOYMENT AGREEMENT

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

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

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

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

                POSITION - THE COMPANY HIRES THE EMPLOYEE AS COO

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

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

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

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

                              ADZONE RESEARCH, INC
                                  COMPANY NAME

                              AUTHORIZED SIGNATURE

                               EMPLOYEE SIGNATURE

                              EMPLOYMENT AGREEMENT
                                    EXHIBIT A

<PAGE>

Position: COO

Effective Date: February 5, 2004

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

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

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

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

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

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

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

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

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

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

                              ADZONE RESEARCH, INC.

                                  COMPANY NAME

                              AUTHORIZED SIGNATURE

                               EMPLOYEE SIGNATURE