Exhibit 10.14
                                  CONFIDENTIAL

                DRAFT - SUBJECT TO COMMITMENT COMMITTEE APPROVAL


                               November 27, 2002

Mr. Charles Cardona
Adzone Research, Inc.
4062-80 Grummen Blvd.
Suite 201
Calverton, NY  11933

Dear Mr. Cardona:

This financial advisory and investment banking agreement (the "Agreement") is
made and entered into as of the date above (the "Effective Date"), by and
between Spartan Securities Group, Ltd., a Florida Limited Partnership
("Spartan") and Adzone Research, Inc., a Delaware corporation, and its
subsidiaries, affiliates, portfolio companies and/or investments (collectively
hereinafter the "Company"), for the purpose of defining and acknowledging the
terms of this Agreement.

In consideration of the mutual promises made herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1.   EXCLUSIVITY. The Company hereby engages Spartan on an exclusive basis for
     the term specified in Paragraph 2 hereof to render services to the Company
     as its corporate finance consultant, financial advisor and investment
     banker upon the terms and conditions set forth herein.

2.   TERM AND TERMINATION. This Agreement shall be effective for a period of one
     year (the "Initial Term"), renewable for an additional year, commencing
     upon the Effective Date of this Agreement and may be extended as the
     parties shall mutually agree in writing (the "Term"), subject to the
     establishment of arrangements for additional compensation and other
     appropriate terms for such extension. Beginning 60 days after the Effective
     Date of this Agreement, either party may terminate Spartan's engagement
     hereunder at any time by giving the other party at least 30 days prior
     written notice, subject to the provisions of Paragraph 4 through 18, all of
     which shall survive any termination of this Agreement, except the monthly
     retainer.

3.   SERVICES TO BE PROVIDED. During the Term of this Agreement, Spartan shall
     provide the Company with such regular and customary consulting advice as is
     reasonably requested by the Company, provided that Spartan shall not be
     required to undertake duties not reasonably within the scope of the
     financial advisory or investment banking services contemplated by this
     Agreement. It is understood and acknowledged by the parties that the value
     of Spartan advice is not readily quantifiable, and that Spartan shall be
     obligated to render advice upon the request of the Company, in good faith,
     but shall not be obligated to spend any specific amount of time in so
     doing. Spartan's duties may include, but will not necessarily be limited
     to, providing recommendations and assisting in the following:

     (a)  Arranging, on behalf of the Company, at appropriate times, meetings
          with securities analysts of investment banking firms;

     (b)  Rendering advice with regard to internal operations, including:
          i.   the formation of corporate goals and their implementation;
          ii.  the Company's financial structure and its divisions or
               subsidiaries;
          iii. securing, when and if necessary and possible, additional
               financing through banks and/or insurance companies; and
          iv.  corporate organization and personnel; and
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     (c)  Rendering advice with regard to any of the following corporate finance
          matters:
          i.   changes in the capitalization of the Company;
          ii.  changes in the Company's corporate structure;
          iii. redistribution of shareholdings of the Company's stock;
          iv.  sales of securities in private transactions;
          v.   alternative uses of corporate assets; and
          vi.  structure and use of debt; and

     (d)  Rendering advice or assistance with regard to any of the following
          merger or acquisition activities:
          i.   the acquisition and/or merger of or with other companies;
          ii.  divestiture or any other similar transaction; and
          iii. the sale of the Company itself (or any significant percentage,
               assets, subsidiaries or affiliates thereof); and

     (e)  Rendering advice and/or assistance with regard to any of the following
          capital raising activities:
          i.   bank financing or any other financing from financial institutions
               or individuals (including but not limited to revolving credit
               facilities, lines of credit, term loans, rediscounted credit
               facilities, senior and junior loans, whether collateralized or
               unsecured, etc.);
          ii.  act as Placement Agent for any private offering of the Company's
               securities; and
          iii. act as underwriter in any public offering of the Company's
               securities.

4.   COMPENSATION. In consideration for the services rendered by Spartan to the
     Company pursuant to this Agreement (and in addition to the expenses
     provided for in Paragraph 7 hereof), the Company shall compensate Spartan
     as follows:

     (a)  INITIAL RETAINER. The Company shall pay Spartan an initial
          non-refundable retainer in the amount of 300,000 common shares of
          stock upon execution of this Agreement.

     (b)  MONTHLY RETAINER. Upon completion of a financing not less than
          $350,000.00, the Company shall pay Spartan a monthly consulting fee of
          two thousand five hundred dollars ($2,500.00) per month during the
          term of this Agreement moving up to ($3000.00) per month upon funding
          of not less than $500,000.00, the first payment of which shall be due
          on the first day of the month immediately following the completion of
          a financing not less than $350,000.00.

     (c)  MERGER AND ACQUISITION TRANSACTIONS. If any Transaction (as
          hereinafter defined) is consummated during the Term of this Agreement
          with any parties, whether introduced or contacted by the Company or
          Spartan during the Term, the Company shall pay at the closing of or as
          received on each such Transaction a cash fee equal to the sum of:
          i.   five percent (5%) of the first five million dollars of the
               Aggregate Consideration (as herein after defined) of a
               Transaction,
          ii.  four percent (4%) of the second five million dollars of the
               Aggregate Consideration of a Transaction,
          iii. three percent (3%) of the third five million dollars of the
               Aggregate Consideration of a Transaction, and
          iv.  two percent (2%) of the Aggregate Consideration over fifteen
               million dollars.

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          Aggregate Consideration is defined and computed as follows:

          i.   The total sale proceeds and other consideration received (which
               shall be deemed to include amounts paid into escrow) by the
               Company and/or its shareholders or by a target and/or its
               shareholders upon the consummation of the Transaction (including
               payments made in installments), inclusive of cash, securities,
               notes, consulting agreements and agreements not to compete, plus
               the total value of liabilities assumed.
          ii.  If the Aggregate Consideration for the Transaction consists in
               whole or in part of securities, for the purposes of calculating
               the amount of Aggregate Consideration, the value of such
               securities will be the value thereof on the day preceding the
               consummation of the Transaction as the Company and Spartan agree;
               provided, however, that in the case of securities for which there
               is a public trading market, the value will be determined by the
               average last sales price for such securities for the last twenty
               (20) days prior to such consummation as determined by Spartan and
               communicated by Spartan to the Company. If there is no public
               trading market for such securities but securities have been sold
               in a private placement within the past 24 months, the fair market
               value shall be based upon the gross sales price in the last such
               private placement. For other property received or receivable as a
               part of the Aggregate Consideration and the parties are unable to
               agree, then each of Spartan and the Company will select an
               investment banking firm respected in the merger and acquisition
               field to determine a value and the midpoint between the two
               values established by the two independent experts will be the
               fair market value for the purpose hereof.

          For the purposes of this Agreement, any of the following transactions
          shall constitute a "Transaction":

          i.   the sale, outside of the ordinary course of business, of the
               Company or any of its assets, securities, or business by means of
               a merger, consolidation, joint venture, exchange offer or
               purchase or sale of stock or assets, or any transaction resulting
               in any change of control of the Company or its assets or
               business; or
          ii.  the purchase by the Company, outside of the ordinary course of
               business, of another company or any of its assets, securities or
               business by means of a merger, consolidation, joint venture,
               exchange offer or purchase or sale of stock or assets.

     (d)  THIRD-PARTY DEBT PLACEMENTS. In the event Spartan is involved in
          originating a debt facility, inclusive of revolving credit facilities,
          lines of credit, term loans, rediscounted credit facilities, senior
          and junior loans, whether collateralized or unsecured, etc., (the
          "Credit Facility") with a bank or other institutional lender (the
          "Lending Source"), the Company will pay Spartan a fee of two percent
          (2%) of the maximum amount of the Credit Facility. In the event
          Spartan is involved in arranging an increase in a Credit Facility, the
          Company will pay Spartan a fee of two percent (2%) of the increase
          from the maximum amount of the existing Credit Facility to the maximum
          amount of the new Credit Facility.

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     (e)  EQUITY PLACEMENTS AND UNDERWRITINGS ("EQUITY FINANCING TRANSACTION").
          The Company shall grant Spartan a right of first refusal (i) to act as
          Placement Agent for any private offering of the Company's securities;
          and (ii) to act as underwriter in any public offering of the Company's
          securities, except where such private equity placements originate from
          company officers and directors themselves. A fee with respect to any
          sale or distribution of securities arising from this engagement will
          be paid as follows:

          i.   Private Placement of Equity (or securities convertible into
               equity)

               Transaction Fee            Ten  percent  (10%) of gross  proceeds
                                          raised in the placement or placements

               Warrant Coverage           Amount equal to twenty  percent  (20%)
                                          of the  offering.  Warrants  shall  be
                                          priced at 100% of the  closing  market
                                          price   the   closing   day   of   the
                                          transaction.

               Non-Accountable Expense    Two percent (2%) of gross proceeds
               Allowance

          ii.  Public Offering of equity

               Transaction Fee            Seven  percent (7%) of gross  proceeds
                                          raised in the placement or placements

               Warrant Coverage           Amount  equal to ten percent  (10%) of
                                          the   offering.   Warrants   shall  be
                                          priced at 100% of the  closing  market
                                          price   the   closing   day   of   the
                                          transaction.

               Non-Accountable Expense    Two percent (2%) of gross proceeds
               Allowance

          All Warrants shall expire three (3) years from the date of issuance
          and shall have "piggy back" and demand registration rights and,
          anti-dilution provisions on any forward splits or single material
          increases of ten (10) percent or more of the common stock, acceptable
          to Spartan. In lieu of paying the Shares Purchase Price in cash,
          Spartan may, at its option, deliver to the Company for cancellation
          shares of common stock or other outstanding securities of the Company
          convertible into the Company's common stock (including rights
          represented by this Warrant) that have a value equal to the Shares
          Purchase Price. The determination of value shall be made by agreement
          between the Holder and the Company, but, failing such agreement, by
          reference to the trading price of the Company's common stock on the
          date of exercise. The Shares Purchase Price may also be paid, at
          Holder's option, by the Holder canceling any indebtedness of the
          Company to the Holder.

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          (f)  FAIRNESS OPINIONS, VALUATIONS AND OTHER SERVICES. Fees and
               expenses payable to Spartan with regard to fairness opinions,
               valuations and services not specifically set forth herein will be
               determined by mutual agreement in writing at such time as the
               nature and terms of such transactions are determined.

5.   PAYMENT OF FEES. All fees to be paid pursuant to this Agreement are due and
     payable to Spartan in cash and net of all applicable withholding and/or
     similar taxes at the closing or closings of any transaction as specified in
     Paragraph 3 hereof. The Company hereby irrevocably authorizes and instructs
     third-party funding sources, including Lending Sources and private equity
     groups, (the "Funding Sources"), to pay directly to Spartan cash sums
     provided for in Paragraph 4 above and further authorizes Spartan to notify
     the Funding Sources of this provision and the terms of this Agreement for
     purposes of this provision and payment of the sums due under Paragraph 4 of
     this Agreement. The Company agrees that Spartan is a direct beneficiary of
     any eventual financing agreement between the Company and the Funding
     Sources. The Company hereby expressly agrees that in the event any dispute
     or disagreement arises with respect to the payment to Spartan of the sums
     due under Paragraph 4 of this Agreement, including any dispute regarding
     the amount due Spartan under this Agreement, that the Financing Sources
     shall immediately place all disputed sums in an interest bearing Escrow
     account pending resolution of the dispute. The Company hereby irrevocably
     authorizes and instructs the Funding Sources to escrow such disputed sums.
     The Company further agrees that any sums due under this Agreement which are
     not in dispute shall not be escrowed, but shall be paid upon closing to
     Spartan by the Funding Sources as provided for under the terms of this
     Agreement.

6.   CONTINUING OBLIGATION. In the event that this Agreement shall not be
     renewed or if terminated for any reason notwithstanding any such renewal or
     termination, Spartan shall be entitled to a full fee as provided under
     Paragraph 4 hereof, for any transaction for which the discussions were
     initiated during the Term of this Agreement and which is consummated within
     a period of twelve (12) months after non-renewal or termination of this
     Agreement.

7.   EXPENSE REIMBURSEMENT. In addition to the compensation payable hereunder,
     and regardless whether any transaction set forth in Paragraphs 3 or 4
     hereof is proposed or consummated, the Company shall reimburse Spartan for
     all fees and disbursements of Spartan's counsel and Spartan's travel and
     out-of-pocket expenses incurred in connection with the services performed
     by Spartan pursuant to this Agreement, including without limitation, hotel,
     food and associated expenses, telephone calls and legal expenses. Said
     expenses shall not exceed $50 in any 30-day period of the term unless
     approved in writing by an officer or director of the Company.

8.   DEFAULT BY THE COMPANY. In the event that the Company fails to pay the
     retainer set forth in Paragraph 4 (c) hereof for any month by the end of
     such month, Spartan may at any time prior to the payment in full of any
     such monthly payment, demand payment of all or any portion of the past due
     monthly retainers in Common Stock of the Company valued at one-half (1/2)
     the fair market value thereof determined on the date such demand is made by
     Spartan on the Company. Fair market value shall be determined as follows:
     (i) if the Common Stock is quoted on the National Association of Securities
     Dealers, Inc. Automated Quotation System ("NASDAQ"), the fair market value
     shall be the closing inside bid price of the Common Stock as quoted on
     NASDAQ; (ii) if the Common Stock is traded in the over the counter market,
     but not quoted on NASDAQ, the fair market value shall be the average
     closing bid price of the Common Stock; (iii) if the Common Stock is
     publicly traded in any market other than NASDAQ, the fair market value

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     shall be the closing bid price of the Common Stock; (iv) if the Common
     Stock is not publicly traded, but the Company has concluded a private
     placement of shares of Common Stock within the past 24 months, the fair
     market value shall be based upon the gross sales price of shares of Common
     Stock in the last such private placement. In the event that Spartan makes
     such a demand for payment in Common Stock, then the Company shall either
     make all past due payments to Spartan within five (5) days of receipt of
     such notice or promptly shall deliver restricted shares of its Common Stock
     to Spartan in payment of such retainer obligations. Spartan agrees that any
     Common Stock so received will be purchased for investment purposes only and
     not with a view to distribution.

9.   NON-PERFORMANCE BY SPARTAN. If Spartan fails to raise at least $250,000 net
     for AdZone within 125 days, this contract may be cancelled by AdZone with
     no further payments or compensation due Spartan.

10.  CONFIDENTIALITY. The Company acknowledges that all opinions and advice
     (written or oral) given by Spartan to the Company in connection with
     Spartan's engagement are intended solely for the benefit and use of the
     Company in considering the transaction to which they relate, and the
     Company agrees that no person or entity other than the Company shall be
     entitled to make use of or rely upon the advice of Spartan to be given
     hereunder, and no such opinion or advice shall be used for any other
     purpose or reproduced, disseminated, quoted or referred to at any time, in
     any manner or for any purpose, nor may the Company make any public
     references to Spartan, or use Spartan's name in any annual reports or any
     other reports or releases of the Company without Spartan's prior written
     consent.

11.  INDEPENDENT CONTRACTOR. The Company acknowledges that Spartan is in the
     business of providing financial services and consulting advice to others.
     Nothing herein contained shall be construed to limit or restrict Spartan in
     conducting such business with respect to others, or in rendering such
     advice to others. Spartan shall perform its services hereunder as an
     independent contractor and not as an employee of the Company or an
     affiliate thereof. It is expressly understood and agreed to by the parties
     hereto that Spartan shall have no authority to act for, represent or bind
     the Company or any affiliate thereof in any manner, except as may be agreed
     to expressly by the Company in writing from time to time.

12.  RELIANCE. The Company recognizes and confirms that, in advising the Company
     and in fulfilling its engagement hereunder, Spartan will use and rely on
     data, material and other information furnished to Spartan by the Company.
     The Company acknowledges and agrees that in performing its services under
     this engagement, Spartan may rely upon the data, material and other
     information supplied by the Company without independently verifying the
     accuracy, completeness or veracity of same.

13.  NOTICES. Any notice or communication permitted or required hereunder shall
     be in writing and shall be deemed sufficiently given if hand-delivered or
     sent (i) postage prepaid by registered mail, return receipt requested, or
     (ii) by facsimile, to the respective parties as set forth below, or to such
     other address as either party may notify the other of in writing:

     If to the Company, to:             Adzone Research, Inc.
                                        4062-80 Grummen Blvd.
                                        Suite 201
                                        Calverton, NY  11933
                                        Attention: Mr. Charles Cardona
                                        Title: Chief Executive Officer

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     If to Spartan, to:                 Spartan Securities Group, Ltd.
                                        405 Central Avenue
                                        Suite 202
                                        St. Petersburg, Florida 33701
                                        Attention: Micah Eldred
                                        Title: Senior Managing Partner

14.  INDEMNIFICATION. Spartan and the Company have entered into a separate
     letter agreement dated the date hereof (the "Indemnity Letter"), providing
     for the indemnification of Spartan by the Company in connection with
     Spartan's engagement hereunder.

15.  COUNTERPARTS. This Agreement may be executed in any number of counterparts,
     each of which together shall constitute one and the same original document.

16.  ASSIGNABILITY AND MODIFICATION. This Agreement is not assignable and cannot
     be modified or changed, nor can any of its provisions be waived, except by
     the mutual agreement in writing of all parties.

     CHOICE OF LAWAND VENUE

          This Agreement and the rights of the parties hereunder shall be
     governed by and construed in accordance with the laws of the state of the
     defendant including all matters of construction, validity, performance, and
     enforcement and without giving effect to the principles of conflict of
     laws. Any legal action brought by the Company against the Consultant shall
     be brought in the State of Florida, County of Hillsbourgh and any action
     brought by the Consultant against the Company shall be in the State of New
     York, County of Suffolk.

17.  SEVERABILITY. Each paragraph, term or provision of this Agreement shall be
     considered severable and if, for any reason, any paragraph, term or
     provision is determined to be invalid or contrary to any existing or future
     law or regulation, such will not impair the operation, or effect the
     remaining portions, of this Agreement.

18.  DISPUTE RESOLUTION. The parties shall attempt amicably to resolve
     disagreements by negotiating with each other. In the event that the matter
     is not amicably resolved through negotiation, any controversy, dispute or
     disagreement arising out of or relating to this Agreement (a "Controversy")
     shall be submitted to a nationally recognized arbitration association, such
     as J.A.M.S./Endispute or the American Arbitration Association, for final
     binding arbitration, which shall be conducted by a single arbitrator (the
     "Arbitrator") in Tampa, Florida, pursuant to J.A.M.S./Endispute's
     Arbitration Rules (the "Rules"). Notwithstanding anything to the contrary
     contained in the Rules, the Arbitrator shall not award consequential,
     exemplary, incidental, punitive or special damages.

     If any party shall desire relief of any nature whatsoever from any other
     party as a result of any Controversy, such party will initiate such
     arbitration proceedings within a reasonable time, but in no event more than
     one (1) year after the facts underlying said Controversy first arise or
     become known to the party seeking relief (whichever is later). The failure
     of such party to institute such proceedings within said period shall be
     deemed a full waiver of any claim for such relief. Arbitrator may award the
     prevailing party its costs for the arbitration proceeding; including its

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     reasonable attorneys' fees and costs. The parties agree that the decision
     and award of the Arbitrator shall be taken, but that such award or decision
     may be entered as a judgement and enforced in any court having jurisdiction
     over the party against whom enforcement is sought. Any equitable relief
     awarded under this paragraph shall be dissolved upon issuance of the
     Arbitrator's decision and order.

     Notwithstanding the provisions for dispute resolution, in the event of a
     breach or threatened breach by any party to this Agreement, either party
     shall be entitled in order to maintain the status quo and pending the
     outcome of any arbitration pursuant to this Agreement, seek an injunction
     or similar equitable relief restraining either party, as the case may be,
     from committing or continuing any such breach or threatened breach or
     granting specific performance of any act required to be performed without
     the necessity of showing that money damages would not afford an adequate
     remedy and without the necessity of posting any bond or other security. The
     parties hereto hereby consent to the jurisdiction listed above for any
     proceedings under this paragraph. The parties agree that the availability
     of arbitration in the Agreement shall not be used by any party as grounds
     for the dismissal of an injunctive action instituted by the other party.

                                Very truly yours,

                                SPARTAN SECURITIES GROUP, LTD.


                                By:
                                Name: Micah Eldred
                                Title: Senior Managing Partner


Accepted and Agreed to as of the date first written above:

ADZONE RESEARCH, INC.

By:
Name: Charles Cardona
Title: Chief Executive Officer

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TO: Spartan Securities Group, Ltd.                                 June 26, 2003
    405 Central Avenue, Suite 202
    St. Petersburg, Florida 33701

         In connection with your engagement pursuant to our letter agreement of
even date herewith (the "Engagement"), we agree to indemnify and hold harmless
Spartan Securities Group, Ltd. ("Spartan" or "you") and its affiliates, the
respective directors, officers, partners, agents and employees of Spartan and
its affiliates, and each other person, if any, controlling Spartan or any of its
affiliates (collectively, "Indemnified Persons"), from and against, and we agree
that no Indemnified Person shall have any liability to us or our owners,
parents, affiliates, security holders or creditors for, any losses, claims,
damages or liabilities (including actions or proceedings in respect thereof)
(collectively "Losses") (a) related to or arising out of (i) our actions or
failures to act (including statements or omissions made, or information
provided, by us or our agents) or (ii) actions or failures to act by an
Indemnified Person with our consent or in reliance on our actions or failures to
act, or (b) otherwise related to or arising out of the Engagement or your
performance thereof, except that this clause (b) shall not apply to any Losses
that are finally judicially determined to have resulted primarily from your bad
faith or gross negligence. If such indemnification is for any reason not
available or insufficient to hold you harmless, we agree to contribute to the
Losses involved in such proportion as is appropriate to reflect the relative
benefits received (or anticipated to be received) by us and by you with respect
to the Engagement or, if such allocation is judicially determined unavailable,
in such proportion as is appropriate to reflect other equitable considerations
such as the relative fault of us on the one hand and of you on the other hand;
PROVIDED, HOWEVER, that, to the extent permitted by applicable law, the
Indemnified Persons shall not be responsible for amounts which in the aggregate
are in excess of the amount of all fees actually received by you from us in
connection with the Engagement. Relative benefits to us, on the one hand, and
you, on the other hand, with respect to the Engagement shall be deemed to be in
the same proportion as (i) the total value paid or proposed to be paid or
received or proposed to be received by us or our security holders, as the case
may be, pursuant to the transaction(s), whether or not consummated, contemplated
by the Engagement bears to (ii) all fees paid or proposed to be paid to you by
us in connection with the Engagement.

         We will reimburse each Indemnified Person for all expenses (including
reasonable fees and disbursements of counsel) as they are incurred by such
Indemnified Person in connection with investigating, preparing for or defending
any action, claim, investigation, inquiry, arbitration or other proceeding
("Action") referred to above (or enforcing this agreement or any related
engagement agreement), whether or not in connection with pending or threatened
litigation in which any Indemnified Person is a party, and whether or not such
Action is initiated or brought by you . We further agree that we will not settle
or compromise or consent to the entry of any judgment in any pending or
threatened Action in respect of which indemnification may be sought hereunder
(whether or not an Indemnified Person is a party therein) unless we have given
you reasonable prior written notice thereof and used all reasonable efforts,
after consultation with you, to obtain an unconditional release of each
Indemnified Person from all liability arising therefrom. In the event we are
considering entering into one or a series of transactions involving a merger or
other business combination or a dissolution or liquidation of all or a
significant portion of our assets, we shall promptly notify you in writing. If
requested by Spartan, we shall then establish alternative means of providing for
our obligations set forth herein on terms and conditions reasonably satisfactory
to Spartan.

         If multiple claims are brought against you in any Action with respect
to at least one of which indemnification is permitted under applicable law and
provided for under this agreement, we agree that any judgment, arbitration award
or other monetary award shall be conclusively deemed to be based on claims as to
which indemnification is permitted and provided for. Our obligations hereunder
shall be in addition to any rights that any Indemnified Person may have at
common law or otherwise. Solely for the purpose of enforcing this agreement, we
hereby consent to personal jurisdiction and to service and venue in any court in
which any claim which is subject to this agreement is brought by or against any
Indemnified Person. We acknowledge that in connection with the Engagement you
are acting as an independent contractor with duties owing solely to us. YOU
HEREBY AGREE, AND WE HEREBY AGREE ON OUR OWN BEHALF AND, TO THE EXTENT PERMITTED
BY APPLICABLE LAW, ON BEHALF OF OUR SECURITY HOLDERS, TO WAIVE ANY RIGHT TO
TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTER-CLAIM OR ACTION ARISING OUT OF
THE ENGAGEMENT, YOUR PERFORMANCE THEREOF OR THIS AGREEMENT.

         The provisions of this agreement shall apply to the Engagement
(including related activities prior to the date hereof) and any modification
thereof and shall remain in full force and effect regardless of the completion
or termination of the Engagement. This agreement and any other agreements
relating to the Engagement shall be under seal, governed by and construed in
accordance with the laws of State of Florida, without regard to conflicts of law
principles thereof.

                                Very truly yours,

Accepted and Agreed:

Spartan Securities Group, Ltd.                    Client: Adzone Research, Inc.

By:                                               By:
Name: Micah Eldred                                Name: Charles Cardona
Title: Senior Managing Partner                    Title: Chief Executive Officer