Exhibit 10.1

                   AMENDING AGREEMENT - SUBSCRIPTION AGREEMENT

      THIS AMENDING  AGREEMENT (the "Agreement") is dated as of July 23, 2004 by
and between AdZone  Research,  Inc., a Delaware  corporation (the "Company") and
The Nutmeg Group, L.L.C. (the "Purchaser")

      WHEREAS,  the Company and the Purchaser  have entered into a  Subscription
Agreement (the "Subscription Agreement") dated as of May 20, 2004; and

      WHEREAS,  the parties now wish to amend the Subscription  Agreement on the
terms and conditions set forth herein.

      NOW,  THEREFORE,  in  consideration  of the  foregoing  premises,  and the
promises and covenants  contained  herein,  the receipt and sufficiency of which
are hereby  acknowledged by the parties  hereto,  intending to be legally bound,
hereby agree as follows:

      1. All capitalized  terms used herein and not otherwise defined shall have
the respective meanings given to them in the Subscription Agreement.

      2. The Subscription Agreement is hereby amended as follows:

      (a)   Section 1,  paragraphs  1-3 are hereby  deleted and  replaced in its
            entirety by the following:


      "1.  Subscription.  Subject to the terms and conditions  contained herein,
the Purchaser hereby agrees to purchase from the Company, and the Company hereby
agrees to issue and sell to the Purchaser, (i) a certain number of shares of the
Company's Common Stock (the "Common Stock"), and warrants to purchase additional
shares of Common  Stock;  and (ii) an option to purchase  shares of common stock
(the Common  Stock,  Warrants and Options are referred to as the  "Securities"),
for an aggregate purchase price of up to $1,850,000 (the "Purchase Price").

      The  $1,850,000  Purchase  Price  will be payable  by  Purchaser,  in four
traunches.  The first  traunche will be a minimum of $400,000 and occur no later
than May 20, 2004.  The second  traunche will be an amount equal to $600,000 and
shall occur no later than June 4, 2004.  The third $100,000 shall occur no later
than  August 1,  2004.  The  fourth  traunche  will be in the form of a $750,000
Option  and  shall  occur  within 5 days of the date on which  the  registration
statement registering the Securities is declared effective.

      The number of shares  issuable to Nutmeg  (the  "Applicable  Number")  for
Traunches 1, 2 and 3 will equal $1,000,000 divided by the lesser of:


      (a) $.20, or

      (b) fifty-seven  percent (57%) of the average closing bid price for Common
Stock on the two trading days immediately prior to Closing of such traunche, or

      (c) fifty-seven  percent (57%) of the average closing bid price for Common
Stock on the two  trading  days  immediately  prior  to the  date on  which  the
registration  statement (as described in the Registration  Rights  Agreement) is
declared effective.

      (the  lesser of (a),  (b) and (c)  being  hereinafter  referred  to as the
"Fixed Price").


      The number of shares issuable to Nutmeg for Traunche 4 will equal $750,000
divided by the lesser of:


      (a) $.20, or


      (b) fifty-seven  percent (57%) of the average closing bid price for Common
Stock  on the  two  trading  days  immediately  prior  to the  filing  with  the
Securities and Exchange  Commission of the registration  statement (as described
in the Registration Rights Agreement),


<PAGE>

                                      -2-

      (c) fifty-seven  percent (57%) of the average closing bid price for Common
Stock on the two  trading  days  immediately  prior  to the  date on  which  the
registration  statement (as described in the Registration  Rights  Agreement) is
declared effective.

      Purchaser will be issued  Warrants  (hereinafter  "Warrants")  exercisable
into such  number of  shares  of Common  Stock as is equal to 50% of the  shares
issued pursuant to this agreement.  The Common Stock into which the Warrants are
exercisable will have piggyback  registration  rights,  and the Warrants will be
transferable.  Unexercised  Warrants  will expire  December  31, 2008  ("Warrant
Expiration Date").  Warrants will be exercisable into Common Stock at the lesser
of: (a) $0.25, or a price equal to (b) 125% of fifty-seven  percent (57%) of the
average  closing bid price for Common Stock on the two trading days  immediately
prior  tothe  filing  with  the  Securities  and  Exchange   Commission  of  the
registration statement (as described in the Registration Rights Agreement),  or,
in the case of traunches  one, two and three,  (c) 125% of  fifty-seven  percent
(57%) of the average  closing bid price for Common Stock on the two trading days
immediately prior to Closing of such traunche.


      (b) The following limitation is to be added at the end of Section 1

      Maximum  Exercise.  At any  point  in time,  the  Purchaser  shall  not be
entitled to receive  shares of common  stock if such  issuance  would  result in
beneficial  ownership by the Purchaser and its  affiliates of more than 9.99% of
the  outstanding  shares of common  stock of the  Company  on such  issue  date,
including:

            (i)   the number of shares of common stock beneficially owned by the
                  Purchaser and its affiliates, and

            (ii)  the  number  of  shares  of  common  stock  issuable  upon the
                  exercise or conversion of securities owned.

For the  purposes of this  provision as set forth in the  immediately  preceding
sentence,  beneficial  ownership  shall be determined in accordance with Section
13(d) of  the Securities  Exchange Act of 1934, as amended, and Regulation 13d-3

<PAGE>


                                      -3-

thereunder.  Subject to the  foregoing,  the  Purchaser  shall not be limited to
aggregate  common  stock  issuances  of only  9.99% and  aggregate  commn  stock
issuances  may exceed  9.99%.  The  Purchaser  may void the issuance  limitation
described in this Section upon 61 days prior written notice to the Company.  The
Purchaser may allocate  which of the equity of the Company  deemed  beneficially
owned by the Purchaser shall be included in the 9.99% amount described above and
which shall be allocated to the excess above 9.99%.

3. Except as amended hereby,  the Subscription  Agreement shall bind the parties
thereto in accordance with its terms.

4. If a  provision  of this  Agreement  is wholly  or  partially  invalid,  this
Agreement shall be interpreted as if the invalid provision had not been a part.

5. No  condoning,  excusing  or waiver by any  party of any  default,  breach or
non-observance  by any other  party  will  operate  as a waiver of that  party's
rights  in  respect  of  any  continuing  or  subsequent   default,   breach  or
non-observance  or so as to defeat or affect in any way the rights of that party
in respect of any continuing or subsequent  default,  breach or  non-observance,
and no waiver will be inferred from or implied by anything done or omitted to be
done by the party having those rights.

6.  All  questions  concerning  the  construction,   validity,  enforcement  and
interpretation of this Agreement shall be governed by and construed and enforced
in accordance with the internal laws of the State of New York, without regard to
the  principles  of conflicts  of law thereof.  Each party agrees that all legal
proceedings  concerning  the  interpretations,  enforcement  and  defense of the
transactions  contemplated  by this Agreement  (whether  brought against a party
hereto  or  its  respective  affiliates,   directors,  officers,   shareholders,
employees  or agents)  shall be commenced  exclusively  in the state and federal
courts  sitting in the City of New York.  Each party hereto  hereby  irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in
the City of New York, New York for the adjudication of any dispute  hereunder or
in connection herewith or with any transaction  contemplated hereby or discussed
herein,  and hereby  irrevocably  waives,  and agrees not to assert in any suit,
action  or  proceeding,  any  claim  that it is not  personally  subject  to the
jurisdiction  of any such  court,  that  such  suit,  action  or  proceeding  is
improper.  Each party  hereto  hereby  irrevocably  waives  personal  service of
process  and  consents  to  process  being  served in any such  suit,  action or
proceeding  by  mailing a copy  thereof  via  registered  or  certified  mail or
overnight  delivery  (with evidence of delivery) to such party at the address in
effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient  service of process and notice  thereof.  Nothing
contained  herein shall be deemed to limit in any way any right to serve process
in any manner  permitted by law. Each party hereto  (including  its  affiliates,
agents,  officers,  directors and employees) hereby  irrevocably  waives, to the
fullest extent  permitted by applicable  law, any and all right to trial by jury
in any legal  proceeding  arising out of or relating  to this  Agreement  or the
transactions  contemplated  hereby.  If either party shall commence an action or
proceeding to enforce any  provisions  of this  Agreement,  then the  prevailing
party in such action or  proceeding  shall be  reimbursed by the other party for
its   attorneys'   fees  and  other  costs  and  expenses   incurred   with  the
investigation, preparation and prosecution of such action or proceeding.

7.  Delivery of an  executed  copy of this  Agreement  by  electronic  facsimile
transmission or other means of electronic  communication  capable of producing a


<PAGE>


                                      -4-


printed copy will be deemed to be execution and delivery of this Agreement as of
the date first set forth above.

8. This Agreement may be executed in facsimile counterparts,  each of which when
executed  and  delivered  shall be  deemed  to be an  original  and all of which
counterparts together shall constitute the same Agreement.






                            [SIGNATURE PAGE FOLLOWS]


<PAGE>


                                      -5-


               [SIGNATURE PAGE TO AMENDING AGREEMENT IN RESPECT OF
                             SUBSCRIPTION AGREEMENT]

      IN WITNESS WHEREOF the parties have executed this Agreement on the day and
year first above written.

                                ADZONE RESEARCH, INC.

                                By:
                                   ---------------------------------------------
                                   Name:  Charles Cardona
                                   Title: President and Chief Executive Officer




                      [SIGNATURE PAGE OF PURCHASER FOLLOWS]



<PAGE>


                                      -6-


                 [PURCHASER SIGNATURE PAGE TO AMENDING AGREEMENT
                      IN RESPECT OF SUBSCRIPTION AGREEMENT]


Address:                               THE NUTMEG GROUP
--------


                                       By:
                                          -------------------------------------
                                          Name:
                                          Title: