Exhibit 10.17

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOR BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (`THE ACT"), OR THE SECURITIES LAWS OF
ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE
144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION
OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH SHALL BE REASONABLY
SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER
THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.

                                     WARRANT

                              ADZONE RESEARCH, INC.

             (Incorporated under the laws of the State of Delaware)

THIS IS TO CERTIFY that, for value received, _THOMAS F. GAVIN OF 3755 COLEVILLE
CIRCLE, CORONA, CA 92881, (the "Holder") is entitled to, within the time frame
set forth in Section 1 below ("Expiration Date"), to subscribe for, purchase and
receive 580,000 fully paid and nonassessable shares of the common stock, of
AdZone Research, (the "Company"), as follows:

     580,000 common shares in the capital stock of the Company at an exercise
price of $0.15 per share exerciseable for a period of 2 years from the date of
granting.

1. EXERCISE OF WARRANT. This Warrant may be exercised in whole at any time
before May 13, 2005 and before 2:00 p.m., New York Time, by presentation and
surrender hereof to the Company of a notice of election to purchase duly
executed and accompanied by payment by cashier's check or wire transfer of the
entire amount due under this warrant.

2. TRANSFERABILITY. This Warrant shall NOT be transferable by the Holder.

3. ADJUSTMENT. In the event of a stock split, stock dividend or similar action
by the Company the exercise price and/or the number of shares of the Warrant
shall be adjusted to reflect, and give the Holder credit for, such action. In
the event of a Reorganization, Consolidation, Merger or similar action by the
Company the Holder of this Warrant shall be entitled to receive, upon proper
exercise as described in Section 1, the amount and type of securities and/or
cash that a shareholder, under the same circumstances, would have received
pursuant to such reorganization.
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4. GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED
UNDER THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE RULES
GOVERNING CONFLICTS OF LAW.

5. ARBITRATION. The Holder agrees that all disputes under this agreement shall
be decided by binding arbitration. Said arbitration to be held in either Suffolk
or New York counties, within the State of New York. The Holder acknowledges that
arbitrator(s) decision is final and binding and the right to appeal a decision
is severally limited. The amount of discovery a party can demand is also limited
in the arbitration forum.

     IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by
the signature of its President and its seal affixed and attested by its
Secretary.


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By: Charles Cardona, CEO                                   Dated

The Holder signs below to indicate that he/she is aware that this Warrant
contains a pre-dispute arbitration clause. This Warrant agreement is invalid
without holder signature below.


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Signature                          Name                          Dated