Exhibit 10.12

First American Financial Group
140 Broadway 46th Floor
New York, New York 10005
212-248-0208

19 June 02

Mr. Charles Cardona
Chief Executive Officer
ADZONE RESEARCH
211 Roanoke Avenue
Riverhead, New York 11901

                                   TERM SHEET
                                   ----------

Dear Charles:

This communique supersedes and voids the prior Term Sheet of 12 June 02.

We are  pleased  to  inform  you that  based  on our  recent  discussions  and a
preliminary  review of the documents  submitted,  FIRST AMERICAN,  would like to
proceed with the proposed  financing  for ADZONE  RESEARCH,  INC.  [ADZR].  Said
financing will be according to the approximate following Terms and Conditions:

     Type of Financing:    Promissory Note Bridge Loan

     Amount:               US$500,000

     Term:
                           The  initial  term shall be the  earlier of three [3]
                           months or upon Closing of any financing of $1 Million
                           or greater.

                           ADZR  shall be  entitled  to one [1]  three [3] month
                           extension  subject to the  provision  outlined  below
                           [See: "Equity"]

     Interest Rate:        Twelve Percent [12%] per Annum

     Payments:             Monthly, in Arrears

     Equity:               The  initial  equity  shall be that  number of shares
                           equal to $50,000  based on the  Average  Closing  Bid
                           Price for the ten [10] consecutive trading days prior
                           to funding.


<PAGE>

Mr. Charles Cardona
19 June 02
Page 2


                           Should the subject Bridge Loan be extended beyond the
                           initial three [3] month term [See: "Term"], ADZR will
                           increase  the equity  compensation  by an  additional
                           $50,000 of shares per the formula above.

    Fee:                   Per the attached Financial Services Agreement.

    Miscellaneous:         The subject  shares shall  contain full  "piggy-back"
                           Registration Rights.



ADZR agrees that said fees as outlined herein shall be payable to FIRST AMERICAN
on any additional financing[s] provided by its Lender[s] to ADZR for a period of
sixty [60] months from date.

Please  indicate  if the above Terms and  Conditions  are  acceptable  to you by
signing  a  copy  of  this  letter  and  returning  it to us  at  your  earliest
convenience. Upon receipt of same we will advise you of any additional documents
we will need so that we may proceed.

We look  forward to working  with you and to the  successful  conclusion  of the
subject financing for ADZONE RESEARCH, INC.

Yours Truly,

S/ William J. Rogers, Jr.
-------------------------
Managing Director

                                               AGREED:
                                               -------
                                               ADZONE RESEARCH, INC.

                                               S/ Charles Cardona
                                               Chief Executive Officer, Chairman