Exhibit 10.8

                              CONSULTING AGREEMENT



     This Consulting Agreement (this "Agreement") is made and entered into as of
this _____ day of April 2002 by and  between  AdZone  Research,  Inc. a Delaware
corporation ("AdZone", or the "Company") and NuQuest Consulting,  Inc., a Nevada
corporation ("NuQuest", or the "Consultant").

                                    RECITALS

     WHEREAS,  the Consultant has performed certain services for the Company and
the Company  desires to compensate the Consultant for services  performed and to
solidify the relationship between the parties from this point forward;

     WHEREAS,  the  parties  hereto  have  previously  discussed  the terms of a
consulting  agreement and desire to finalize all  discussions  between them into
this Agreement;

     WHEREAS,  the  Company  wishes to engage  the  consulting  services  of the
Consultant; and

     WHEREAS,  the  Consultant  wishes to provide  the Company  with  consulting
services.

     NOW,  THEREFORE,  in consideration of the mutual promises herein contained,
the parties hereto hereby agree as follows:

1.   CONSULTING SERVICES

     The Company  hereby  authorizes,  appoints  and engages the  Consultant  to
perform the following  services in accordance  with the terms and conditions set
forth in this Agreement:

     The  Consultant  will  consult  with  the  Company  on its  business  plan,
financial statements,  brochures, and other offering materials to be prepared in
anticipation  of the  obtainment  of one,  or more  potential  rounds  of equity
financing,  a public  offering,  and other issues  pertaining  to the  Company's
common stock being traded on a United States exchange. Without limitation to the
generality of the foregoing, the Company agrees to provide to the Consultant and
the Consultant specifically agrees to:

     a.   Review  all of the  Company's  books  and  records,  sales  materials,
          business  plans,  financial  statements,  projections,  and all  other
          materials  reasonably  necessary  in the  performance  of  its  duties
          hereunder;

<PAGE>

     b.   Suggest  and  assist in the  implementation  of  changes to any of the
          above  listed  materials  which will  better  position  the Company to
          obtain  equity  financing,  including  the  structure  of any  private
          placement which the Company undertakes;

     c.   Introduce  the Company to  reasonable  sources of  accounting,  legal,
          printing, financial statement preparation,  public relations and other
          professional services as needed;

     d.   Use  reasonable  best efforts to actively seek and identify  potential
          investors in the Company;

     e.   Assist    the    Company    in    identifying    an   NASD    licensed
          broker/dealer/market maker to assist the Company;

     f.   Assist the  Company in taking each of the steps set forth on Exhibit A
          attached hereto and made a part hereof;

     g.   Submit to the Company,  when requested,  complete and accurate reports
          of  the  status  of  Consultants  efforts,   including   negotiations,
          discussions  or searches for  appropriate  investors into the Company;
          and

     h.   Assist the Company,  at the Company's request,  in the consummation of
          any proposed financing.

     i.   Assist the Company,  at the Company's request, in the establishment of
          a marketing database for the Company's use in its marketing efforts.


2.   TERM OF AGREEMENT

     This Agreement,  including all of its terms, conditions and exhibits, shall
be in full force and effect as of the date  hereof  through and  including  that
period which ends twelve (12) full months from the date of this  Agreement.  The
Company and the Consultant shall each have the right to terminate this Agreement
in the event of the  bankruptcy,  insolvency,  or assignment  for the benefit of
creditors of the other party. The Consultant and the Company shall each have the
right to terminate  this  Agreement  during the first thirty (30) days (the "Due
Diligence  Period") with, or without cause. The Consultant shall,  after the Due
Diligence  Period,  have the right to  terminate  this  Agreement if the Company
fails to comply with the terms of this Agreement,  including without  limitation
its  responsibilities  for  compensation  to the Consultant as set forth in this
Agreement.  The Company shall, after the Due Diligence Period, have the right to
terminate  this  agreement if the  Consultant  fails to comply with the terms of
this Agreement.

<PAGE>

3.   COMPENSATION TO CONSULTANT

     a.   The Company shall issue to the Consultant  warrants for 900,000 shares
          of common stock of the fully diluted outstanding shares of the Company
          as prescribed by the following schedule: Immediately upon signing this
          Agreement,  the Company shall issue to Consultant warrants for 300,000
          shares.  On the  anniversary  date  beginning the second month of this
          Agreement the Company  shall issue to Consultant  warrants for 300,000
          shares.  On the  anniversary  date  beginning  the third month of this
          Agreement the Company  shall issue to Consultant  warrants for 300,000
          shares.

          These warrants shall be freely  assignable,  transferable  and entitle
          the  Consultant to exercise  said  warrants on a cashless  basis for a
          period  of two (2) years  from the date of  issuance  of each  warrant
          package of 300,000  shares.  The warrants shall have an exercise price
          of $.15  (fifteen  cents)  per share and shall be  exercisable  by the
          Consultant at such time as the shares of the Company's stock closes at
          $.15  (fifteen  cents),  or higher on any trading day on the  exchange
          where  the  Company's  shares  are  traded.  The  Company,   upon  the
          Consultant's  formal written  request,  shall  immediately file an S-8
          registration  statement  with the SEC in order to register  the entire
          900,000 shares underlying the warrants. Upon exercise of the warrants,
          by the Consultant,  the Company shall immediately issue and deliver to
          the  Consultant  the  registered,  free trading  common  shares of the
          Company's stock. The Company, in its sole discretion, may exercise any
          number of  warrants  it  chooses.  Up to the  actual  total  number of
          warrants it has previously been issued.


     b.   In addition to the stock  option  compensation  set forth  above,  the
          Company  shall pay the  following  cash fees,  amounting to a total of
          $33,000.  These fees shall be paid to the Consultant  according to the
          following:

          Upon signing this Agreement, the Company shall pay to the Consultant a
          fee of $1,000 for the first month of this Agreement.

          The  Company  shall  pay to the  Consultant  a fee  of  $2,000  on the
          anniversary  date of this Agreement  beginning the second month of the
          Agreement.

          The  Company  shall  pay to the  Consultant  a fee  of  $3,000  on the
          anniversary date beginning the third month and the anniversary of each
          of the remaining nine (9) months of this Agreement.

     c.   Throughout  this  Agreement,  all dollar  figures  expressed  shall be
          United States dollars.

<PAGE>

4.   REPRESENTATIONS AND WARRANTIES OF CONSULTANT

     Consultant represents and warrants to and agrees with the Company that:

     a.   This  Agreement  has been duly  authorized,  executed and delivered by
          Consultant.  This Agreement  constitutes the valid,  legal and binding
          obligation of Consultant,  enforceable  in accordance  with its terms,
          except as rights to indemnity  hereunder  may be limited by applicable
          federal or state  securities  laws, and except as such  enforceability
          may be limited by bankruptcy,  insolvency,  reorganization  or similar
          laws affecting creditor's rights generally; and

     b.   The  consummation  of the  transactions  contemplated  hereby will not
          result in any breach of the terms,  or  conditions,  or  constitute  a
          default under any agreement,  or other  instrument to which Consultant
          is a party,  or violate any order,  applicable to  Consultant,  of any
          court or federal or state  regulatory  body or  administrative  agency
          having  jurisdiction over Consultant or over any of its property,  and
          will not conflict  with or violate the terms of  Consultant's  current
          employment.

     c.   During the course and in the  context of any  offering  in  connection
          with the private placement, initial public offering, or otherwise, the
          Consultant will not make any untrue  statements of a material fact, or
          omit to state a material fact necessary in order to make any statement
          in light of the  circumstance  under which it is made, not misleading.
          Further, the

          Consultant  hereby  indemnifies the Company against any legal actions,
          or any damages,  or award resulting from the  Consultant's  making any
          untrue  statements  of material  fact, or omitting to state a material
          fact.


5.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     The  Company  hereby  represents,  warrants,  covenants  to and agrees with
     Consultant that:

     a.   This Agreement has been duly authorized,  and executed by the Company.
          This Agreement  constitutes the valid, legal and binding obligation of
          the  Company,  enforceable  in  accordance  with its terms,  except as
          rights to indemnity  hereunder may be limited by applicable federal or
          state securities laws, except in each case as such  enforceability may
          be limited by bankruptcy,  insolvency,  reorganization or similar laws
          affecting creditor's rights generally.

     b.   During the course and in the  context of any  offering  in  connection
          with  a  private  placement,  initial  public  offering,  registration
          statement,  or  otherwise,  the  Company  will  not  make  any  untrue
          statements  of  material  fact,  or omit  to  state  a  material  fact
          necessary in order to make any statement, in light of the circumstance
          under which it is made, not  misleading.  Further,  the Company hereby
          indemnifies the Consultant  against any legal actions,  or any damages
          or  award  resulting  from the  Consultant  utilizing  information  or
          documentation supplied by the Company.

<PAGE>

     c.   There  is not  now  pending,  or to  the  knowledge  of  the  Company,
          threatened,  any undisclosed  action,  suit or proceeding to which the
          Company is a party before, or by any court or governmental  agency, or
          body which might result in a material  adverse change in the financial
          condition of the Company.  The  performance  of this Agreement and the
          consummation of the transactions  contemplated  hereby will not result
          in a breach of the terms or  conditions  of, or  constitute  a default
          under any statute,  indenture,  mortgage, or other material Agreement,
          or  instrument  to which the Company is a party,  or violate any order
          applicable to the Company,  or governmental agency having jurisdiction
          over the Company, or over any of its property.

     d.   The parties hereto agree that the Company shall be responsible for any
          and all  costs and  expenses  reasonably  incurred  by  Consultant  in
          performing  his  duties  hereunder,   including  but  not  limited  to
          reasonable  legal  fees,  printing  costs,  fees  paid to  third-party
          professionals,  etc.  No expense to be  reimbursed  by the  Company in
          excess of $100  shall be  incurred  by the  Consultant  without  prior
          written approval of the Company.

     e.   The Company  hereby  agrees to pursue each of the steps and actions as
          set forth on Exhibit A attached  hereto  and made a part  hereof.  The
          Company  acknowledges and agrees that by entering into this Agreement,
          the  Consultant  incurs  certain  expenses  or forgoes  certain  other
          opportunities,  the value of which cannot  reasonably be measured.  In
          the  event the  Company  decides  not to  pursue  any of the steps and
          actions as set forth on Exhibit A, all of the  compensation  set forth
          in Section  3b of this  Agreement  shall  become  immediately  due and
          payable to the Consultant. The Consultant reserves the right to pursue
          a cause of action  against  the  Company to collect the full amount of
          compensation set forth therein.

6.   INDEPENDENT CONTRACTOR

     Both the Company and the Consultant  agree that the Consultant  will act as
an independent contractor in the performance of his duties under this Agreement.
Nothing contained in this Agreement shall be construed to imply that Consultant,
or any employee,  agent or other authorized  representative of Consultant,  is a
partner,  joint  venturer,  agent,  officer or employee of the Company.  Neither
party hereto shall have any authority to bind the other in any respect vis a vis
any third  party,  it being  intended  that  each  shall  remain an  independent
contractor and responsible only for its own actions.

<PAGE>

7.   NOTICES

         Any notice, request, demand, or other communication given pursuant to
the terms of this Agreement shall be deemed given upon delivery, if hand
     delivered or sent via  facsimile,  or forty eight (48) hours after  deposit
with a
courier for overnight delivery, correctly addressed to the addresses of the
parties indicated below or at such other address as such party shall in writing
have advised the other party.

If to the Company:

                  AdZone Research, Inc.
                  Attn: Charles Cardona, CEO
                  211 Roanoke Avenue
                  Riverhead, NY 11901
                  Facsimile (631) 369-4024

If to Consultant:

                  NuQuest Consulting, Inc.
                  Attn: Ken Honeyman, President
                  2849 Paces Ferry Road, Suite 710
                  Atlanta, GA 30339
                  Facsimile (770) 433-9194


8.   ASSIGNMENT

     This  contract  shall  inure to the benefit of the  parties  hereto,  their
heirs,  administrators  and successors in interest.  This Agreement shall not be
assignable  by either  party  hereto  without the prior  written  consent of the
other.


9.   CHOICE OF LAW AND 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  Georgia,  County  of Cobb and any  action  brought  by the  Consultant
against the Company shall be in the State of New York, County of Suffolk.


10.  NONDISCLOSURE

     Unless directed by a government agency, responsible regulatory agency, or a
court of competent  jurisdiction  over the parties,  each party hereto agrees to
keep the terms of this  Agreement and the  transactions  contemplated  hereby as
confidential and shall not disclose such  information to any third party,  other
than professional advisors utilized to negotiate and consummate the transactions

<PAGE>

contemplated  hereby.  The  parties  hereto  agree that in the event  there is a
breach of the  foregoing  confidentiality  provision,  the damage to the parties
hereto would be  difficult  to estimate and as a result,  in the event of such a
breach,  the  non-breaching  party,  in addition  to any and all other  remedies
allowed by law, would be entitled to injunctive  relief enjoining the actions of
the breaching party.


11.  ENTIRE AGREEMENT

     Except as provided herein, this Agreement, including exhibits, contains
the entire agreement of the parties, and supersedes all existing negotiations,
representations, or agreements and all other oral, written, or other
communications between them concerning the subject matter of this Agreement.
There are no representations, agreements, arrangements, or understandings, oral
or written, between and among the parties hereto relating to the subject matter
of this Agreement that are not fully expressed herein.


12.  SEVERABILITY

     If any provision of this Agreement is unenforceable,  invalid,  or violates
applicable  law, such  provision,  or  unenforceable  portion of such provision,
shall be deemed  stricken and shall not affect the  enforceability  of any other
provisions of this Agreement.


13.  CAPTIONS

     The captions in this Agreement are inserted only as a matter of convenience
and for reference and shall not be deemed to define, limit, enlarge, or describe
the scope of this Agreement or the  relationship  of the parties,  and shall not
affect this Agreement or the construction of any provisions herein.


14.  COUNTERPARTS

     This Agreement may be executed in one or more  counterparts,  each of which
shall be deemed an original,  but all of which shall together constitute one and
the same instrument.



15.  MODIFICATION

     No change, modification,  addition, or amendment to this Agreement shall be
valid unless in writing and signed by all parties hereto.

<PAGE>

16.      ATTORNEYS FEES

     Except as otherwise  provided herein, if a dispute should arise between the
parties including, but not limited to arbitration, the prevailing party shall be
reimbursed by the non-prevailing  party for all reasonable  expenses incurred in
resolving such dispute, including reasonable attorneys' fees.



     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed as of the Effective Date.

   AdZone Research, Inc.                              NuQuest Consulting, Inc.


 /S/Charles Cardona                           /S/ Ken Honeyman
----------------------------                 -----------------------
By:      Charles Cardona                     By:     Ken Honeyman
Its:     CEO                                 Its:    President

<PAGE>

                                    Exhibit A

     The Company  agrees to  undertake,  and  Consultant  agrees to use its best
efforts to assist the Company in undertaking, the following steps and actions:

     1.   Within ten (10) days of the date hereof, unless already retained,  the
          Company shall retain the services of securities counsel, acceptable to
          both the Company and the Consultant.

     2.   The Company acknowledges and agrees that the Consultant will not begin
          work  until  the date  the  Company  signs  this  Agreement.  Upon the
          occurrence  of this event,  the Company  shall begin  incurring  costs
          associated with the Consultant's consultation services.

          The Company and Consultant  agree that the use of the Company's  funds
          raised  through any private  placement,  other  investment,  loan,  or
          convertible debt, or preferred stock, or other offering shall be:

     (i)  to the Consultant as set forth in this Agreement;

     (ii) the balance  shall be  available  to the  Company for general  working
          capital purposes at the discretion of its Board of Directors.

     3.   The Company  will submit,  if not already  written and  available,  or
          cause to be submitted to the Consultant,  a Business Plan that details
          the business, operations,  financials, and projections of the Company,
          including the acquired assets  described above. If the Company desires
          the  Consultant's  services in  connection  with the  drafting of this
          Business  Plan,  the  Consultant  shall be paid an  additional  fee of
          $10,000 cash.

     4.   The Company shall  provide all  requested  Due  Diligence  material or
          information upon request by the Consultant.

     5.   If not already  retained,  the Company will have retained the services
          of a financial investor relations firm, acceptable to the Company, and
          Consultant,  to provide services to the Company in connection with the
          public trading of its securities.