EXHIBIT 10.9
                          SYSTEMS INTEGRATOR AGREEMENT


Adzone Research                             Raytheon Company
                                            1768 Business Center Drive
                                            Reston, VA 20190

Point of Contact: Dan Wasserman             Point of Contact: Cordell Hansen
Telephone: 703-201-5123                     Telephone: (703) 759-1336
Email: dw@adzoneresearch.com                Email: Cordell_R_Hansen@Raytheon.com

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1.       DEFINITIONS

         1.1      "Licensed  Products" shall refer to those  proprietary  Adzone
                  computer   software   products    (including    related   user
                  documentation) described on Exhibit A. Licensed Products shall
                  also include all updates,  enhancements,  and modifications to
                  the  Licensed   Products  which  are  provided  by  Adzone  to
                  Integrator.

         1.2      "End-User" shall mean an individual, corporation,  partnership
                  or other entity which has sub-licensed a Licensed Product from
                  Integrator.

         1.3      "Effective  Date"  shall  mean the date of the last  signature
                  affixed to this Agreement.

2.       LICENSE GRANT

         2.1      Limited  License.  Subject to the terms and conditions of this
                  Agreement,  Adzone grants to Integrator  the right to promote,
                  resell and support the  Licensed  Products on a  non-exclusive
                  basis to all United States  Commercial and Federal  government
                  entities in North America.

         2.1      Prohibition Against Assignment. Integrator shall not assign or
                  subcontract  any of  its  duties  or  obligations  under  this
                  Agreement, without the prior written consent of Adzone.

3.       OBLIGATIONS OF INTEGRATOR

         3.1      End-User Agreements.  Integrator shall sublicense the Licensed
                  Products to End-Users  only pursuant to terms and  conditions,
                  which  are  substantially  the  same as the  software  license
                  agreement  attached as Exhibit B to this Agreement  ("Software
                  License  Agreement").   Adzone  shall  have  no  liability  or
                  obligation for any change or amendment to the Software License
                  Agreement which has not been approved by Adzone in writing.

         3.2      Proposal  Commitment.  Adzone  and  Integrator  agree that the
                  relationship    between   the   parties   is    non-exclusive.
                  Notwithstanding this relationship, Integrator and Adzone agree
                  to use their best efforts to use the Licensed  Products in any
                  integration opportunity that is proposed by either party.

4.       SUPPORT OF LICENSED PRODUCTS

         4.1      Integrator Support.  Integrator shall, at its expense, provide
                  to End-Users support and maintenance services,  including, but
                  not limited to assistance in the installation,  operation, and
                  use of the Licensed Products,  training,  answering questions,
                  explaining  operation  procedures and devising  workarounds to
                  solve End-User problems.

         4.2      Support  Services.  Adzone shall supply technical  support and
                  maintenance  services  to  the  Integrator  for  the  Licensed
                  Products ("Support  Services") upon payment of the maintenance
                  fees outlined in Exhibit C.

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         4.3      Enhancements  Requested by  Integrator.  Adzone will  consider
                  developing  specialized  enhancements to the Licensed Products
                  requested  by  Integrator  on  a  case-by-case  basis.  Adzone
                  reserves  the  right in its  discretion  to  accept  or reject
                  development of such specialized enhancements. If Adzone agrees
                  to  develop  the  specialized  enhancements  it shall  provide
                  Integrator  with a  written  proposal  describing  the  scope,
                  timing   and   prices  of  such   development   efforts.   All
                  enhancements  developed by Adzone  pursuant to this subsection
                  shall  be  subject  to  the  terms  and   conditions  of  this
                  Agreement.

5.       PRICE AND PAYMENTS

         5.2      Licensed Products.  Integrator shall pay Adzone,  then current
                  commercial  list price for the  authorized  Licensed  Products
                  less a discount that is mutually  agreeable by both parties on
                  an order-by-order basis.

         5.3      Pricing Changes.


                  5.3.1    The  pricing  contained  within  this  Agreement  are
                           subject to change by Adzone at any time. Increases in
                           prices shall not become  effective  as to  Integrator
                           for  at  least   sixty   (60)   calendar   days  from
                           Integrator's   receipt  of  written  notice  of  such
                           increase.  All Licensed  Products shipped on or after
                           the date of any price  decrease  will be  shipped  or
                           provided  and  invoiced at the price in effect at the
                           time of shipment.

                  5.3.2    In the event  Integrator  has submitted a proposal in
                           response to a government or commercial  solicitation,
                           and said proposal was  submitted  prior to receipt of
                           any Adzone price increase, Adzone's list price at the
                           time the  proposal was  submitted  by the  Integrator
                           shall  remain  fixed  through  the  initial  validity
                           period  as  set  forth  in the  proposal.  Integrator
                           agrees that any subsequent  proposal  extension(s) or
                           contract  award(s) where the proposal validity period
                           had been extended after notice of a price increase by
                           Adzone will be subject to Adzone's  then current list
                           price  for  the  Licensed   Products  and/or  Support
                           Services.

         5.4      Payments  and  Late  Charges.  All  payments  due  under  this
                  Agreement  shall be made in United States  Dollars and due net
                  30 days  from the  invoice  date.  Late  payments  shall  bear
                  interest on the sum due, from the date due, at the rate of one
                  and  one-half  percent  (1-1/2%) per month or the highest rate
                  permitted by law, whichever is greater.

6.       LICENSED PRODUCTS ORDERS

         6.1      Purchase Orders.


                  6.1.1    Integrator  shall  send a separate  written  purchase
                           order  ("P.O.")  to  Adzone  for  every End User sale
                           prior  to the  installation  and  integration  of the
                           Licensed  Product.  Each P.O.  must  contain  the End
                           User's name and address,  part numbers and quantities
                           for the Licensed Products, and any other deliverables
                           to be supplied under this Agreement. All P.O.'s shall
                           be subject to  acceptance  by Adzone and shall not be
                           binding until the earlier of receipt by Integrator of
                           written  notice of Adzone's  acceptance of such order
                           or  shipment  of  such  order,  and  in the  case  of
                           acceptance by shipment, only as to the portion of the
                           order actually shipped.

                  6.1.2    In the  event  Integrator  has  sold  maintenance  or
                           support  to the End User for the  Licensed  Products,
                           the  P.O.  shall  include  the  corresponding  annual
                           maintenance charge.

                  6.1.3    All P.O.'s shall be in accordance  with the terms and
                           conditions of this Agreement.  No other conditions or
                           modifications of such terms and conditions, including
                           those  set  forth  in  Integrator's  P.O.'s,  will be
                           effective unless specifically agreed to in writing by
                           both   parties.   Adzone's   failure   to  object  to
                           provisions   contained   in   any   P.O.   or   other
                           communication  from Integrator shall not be construed
                           as a waiver of this subsection

         6.2      Taxes.  Integrator shall pay any and all taxes,  license fees,
                  assessments, customs, or other duties and fees paid or payable
                  upon Adzone's sale or shipment of Licensed Products, provided,
                  however,  that Adzone shall be liable for payment of all taxes
                  levied on its net  income  arising  out of or  related to this
                  Agreement.



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7.       TRADEMARK USAGE

         7.1      Use  of  Trademarks.   During  the  term  of  this  Agreement,
                  Integrator shall have the right to indicate to the public that
                  it is an authorized reseller of Adzone's Licensed Products and
                  Support  Services and to advertise such Licensed  Products and
                  Support  Services  under the  trademarks  and trade names that
                  Adzone may adopt from time to time,  including but not limited
                  to those set forth on Exhibit A. Integrator shall not alter or
                  remove any of Adzone's  trademarks from the Licensed Products.
                  Nothing in this Agreement shall grant to Integrator any right,
                  title or interest in Adzone's trademarks. At no time during or
                  after the term of this Agreement shall Integrator challenge or
                  assist  others  to  challenge   Adzone's   trademarks  or  the
                  registration,  of Adzone's trademarks,  or attempt to register
                  any trademarks or trade names confusingly  similar to those of
                  Adzone.

         7.2      Prior Approval.  All  representations  of Adzone's  trademarks
                  that the Integrator intends to use shall first be submitted to
                  Adzone for approval (which shall not be unreasonably withheld)
                  of design, color and other details or shall be exact copies of
                  those used by Adzone.

8.       DISCONTINUANCE/ADDITIONS OF THE LICENSED PRODUCTS

Adzone may discontinue any of the Licensed Products by giving Integrator not
less than ninety (90) days  written  notice  prior to such  discontinuance.  New
Licensed Products may be added to Exhibit A from time to time during the term of
this Agreement with reasonable prior written notice to Integrator. The terms and
conditions of this Agreement shall apply to any new Licensed Products.
Integrator may qualify to resell new Licensed Products by meeting any additional
demonstration and training requirements of Adzone related to such new Licensed
Products.

9.       PROPRIETARY RIGHTS RESTRICTIONS

Integrator  shall not,  under any  circumstances,  reverse  assemble  or reverse
compile the Licensed Products,  in whole or in part, nor will Integrator use any
mechanical,  electronic or other methods to trace,  decompile,  disassemble,  or
identify the source code (inclusive of literal content, structure, organization,
concepts, technology and methods) of the Licensed Products, in whole or in part.
Integrator shall not take any action that infringes or is inconsistent  with any
of  Adzone's  rights  in or to any  of the  Licensed  Products  or any  patents,
copyrights,  trademarks, trade names, trade secrets or other related proprietary
rights.

10.  WARRANTIES

         10.1.    Standard  Limited  Warranty.   Integrator  shall  pass  on  to
                  End-Users  Adzone's standard limited warranty for the Licensed
                  Products, including the limitations set forth in Exhibit B.

         10.2     Disclaimer  of  Warranties.  Adzone does not warrant  that the
                  functions  contained in the Licensed  Product or in any update
                  will meet the  requirements  of the Integrator or End-Users or
                  that the  operation of the Licensed  Product or update will be
                  uninterrupted  or error free.  The warranty does not cover any
                  copy of the  Licensed  Product or any  updates  which has been
                  altered or changed in any way by the Integrator, the End-User,
                  their  employees  or  agents.  Adzone is not  responsible  for
                  problems  caused  by  changes  in  or   modifications  to  the
                  operating   characteristics   of  any  computer   hardware  or
                  operating  system for which the Licensed  Product or an update
                  is acquired,  nor is Adzone  responsible  for  problems  which
                  occur  as a  result  of the  use of the  Licensed  Product  in
                  conjunction   with   software  or  with   hardware   which  is
                  incompatible  with the operating system for which the Licensed
                  Product  is  being  acquired.  ADZONE  DISCLAIMS  ANY  AND ALL
                  IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION  WARRANTIES OF
                  MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

11.      LIMITATION OF LIABILITY

         IN NO EVENT SHALL  ADZONE OR ANY OF ITS  DIRECTORS,  OFFICERS,  AGENTS,
         EMPLOYEES  OR ADVISORS  BE LIABLE IN  CONTRACT  OR IN TORT  (INCLUDING,
         WITHOUT  LIMITATION,  STRICT  LIABILITY  AND  NEGLIGENCE)  OR  FOR  ANY
         WARRANTY  OR UPON ANY OTHER LEGAL OR  EQUITABLE  GROUND FOR ANY LOSS OF
         USE,  PROFIT OR  REVENUE,  OR FOR ANY LOSS OR  EXPENSE,  OR ANY DIRECT,
         INDIRECT,  CONSEQUENTIAL,  INCIDENTAL,  SPECIAL, PUNITIVE, EXEMPLARY OR
         OTHER DAMAGES  INCURRED OR SUFFERED,  IN CONNECTION WITH THIS AGREEMENT
         OR ANY OF THE LICENSED PRODUCTS OR SUPPORT SERVICES.  IN THE EVENT THAT
         ANY LICENSED  PRODUCT FAILS OR IS REJECTED,  THE EXCLUSIVE REMEDY SHALL
         BE,  AND  ADZONE  SHALL  ONLY  BE  RESPONSIBLE  FOR THE  CORRECTION  OR
         REPLACEMENT  OF SUCH LICENSED  PRODUCT OR THE RETURN OF ANY FEE PAID TO
         ADZONE FOR LICENSING SUCH LICENSED PRODUCT. THE LIABILITY OF ADZONE FOR
         ANY CLAIM,  LIABILITY,  DAMAGE,  PENALTY, LOSS OR EXPENSE IN RESPECT OF
         SUCH  LICENSED  PRODUCT  SHALL BE  LIMITED IN AMOUNT TO THE FEE PAID TO
         ADZONE FOR LICENSING SUCH LICENSED PRODUCT.

12.      TERM

The Agreement shall commence on the Effective Date and remain in effect for a
period of one (1) year ("Initial Term"). Thereafter, this Agreement shall
automatically renew on its anniversary date for successive one (1) year terms,
unless either party notifies the other of its intention not to renew at least
thirty (30) days before such anniversary date or the Agreement is otherwise
terminated as provided below.

13.      TERMINATION

         13.1     Termination  by  Adzone.   Adzone  shall  have  the  right  to
                  terminate this Agreement at any time effective upon sixty (60)
                  days written  notice to  Integrator.  In addition,  Adzone may
                  terminate this Agreement  immediately by notice in writing if:
                  (i)  Integrator  fails to pay sums when due under the terms of
                  this   Agreement;   or  (ii)  Integrator   violates   Adzone's
                  proprietary rights.

         13.2     Termination  for  Bankruptcy,  Insolvency or Material  Breach.
                  Either  party may  terminate  this  Agreement  immediately  by
                  notice in writing to the other if: (i) a receiver is appointed
                  for the other  party's  business or assets;  or (ii) the other
                  party becomes or threatens to become or is at risk of becoming
                  insolvent or begins  bankruptcy  proceedings;  or (iii) if any
                  substantial part of the other party's property becomes subject
                  to any levy, seizure,  assignment,  application or sale by any
                  creditor or  governmental  agency and materially  affects such
                  party's  ability  to  perform  its   obligations   under  this
                  Agreement;   or  (iv)  one  party   defaults  on  any  of  its
                  obligations  under this Agreement,  the other party shall give
                  written  notice of such default,  and, if the party in default
                  has not  cured  the  default  within  thirty  (30) days of the
                  notice, the other party shall have the right to terminate this
                  Agreement.

         13.3     Effect of  Termination  or  Expiration.  Upon  termination  or
                  expiration of this Agreement,  Integrator shall: (a) make such
                  disposition of price and Licensed  Product lists,  advertising
                  materials   and  other   materials   furnished  by  Adzone  to
                  Integrator  as Adzone may  direct;  (b) cease using any Adzone
                  trademark,   trade  name,  or  other  proprietary   rights  in
                  association with the Licensed  Products and Support  Services;
                  and (c) certify in writing within ten (10) days of termination
                  or expiration that Integrator has complied with the provisions
                  of clauses (a) and (b) of this subsection.  Adzone may, in its
                  sole  discretion,  agree to fulfill orders  accepted by Adzone
                  prior to termination or expiration,  subject to Adzone's right
                  to  require   prepayment  for  such  orders.   Termination  or
                  expiration  of this  Agreement  shall  not  affect  rights  of
                  End-Users to use the Licensed  Products in accordance with the
                  terms and conditions of their Software License Agreements.

         13.4     Other  Remedies.  Termination  of this  Agreement  shall be in
                  addition to any other  remedies  which  either  party may have
                  under this Agreement or otherwise.

         13.5     Survival.  The provisions of subsections 5.4, 6.2, 10.2, 13.3,
                  13.4, and 13.5 and Sections 9, 11, 14 and 15 shall survive any
                  termination or expiration of this Agreement.

14.      CONFIDENTIALITY

         14.1     Definition.  Both parties  acknowledge that during the term of
                  this Agreement they may be provided with certain  confidential
                  information belonging to the other party. For purposes of this
                  Agreement the term  "Confidential  Information" shall include,
                  but  not be  limited  to,  trade  secrets,  ideas,  processes,
                  programs source code, formulas, materials, substances, sources
                  of supplies,  technology,  research,  know-how,  improvements,
                  discoveries,  developments,  designs, inventions,  techniques,
                  marketing   plans,   strategies,   forecasts,   new  products,
                  unpublished   financial  statements,   budgets,   projections,
                  prices,  costs,  customer  lists,  marketing  information  and
                  strategies.

         14.2     Exclusion.  Notwithstanding the provisions of subsection 14.1,
                  the term  "Confidential  Information"  shall not  include  any
                  information or material that is: (a) already in the possession
                  of the other  party,  its  subsidiaries,  employees  or agents
                  without prior restrictions; (b) independently developed by the
                  other  party,  its  subsidiaries,  employees  or  agents;  (c)
                  publicly  disclosed by the other party;  or (d) made available
                  by the other party, its  subsidiaries,  employees or agents to
                  others without restriction.

<PAGE>

         14.3     Obligations.  Integrator  and Adzone  agree they will not: (a)
                  disclose  Confidential  Information except to their respective
                  subsidiaries,  employees and agents who require access to such
                  Confidential  Information to perform their  respective  tasks,
                  and/or (b) use any such  Confidential  Information  except for
                  the  purposes  expressly  provided  in  this  Agreement.   The
                  standard  of  care  to  be  utilized  by  each  party  in  its
                  obligations  of  nondisclosure  and  restricted  dissemination
                  shall  be the  standard  of care  utilized  by each  party  in
                  handling its own information of like sensitivity  which is not
                  intended  for  public  disclosure  or  dissemination  to third
                  parties.

15.      GENERAL PROVISIONS

         15.1     Equitable Remedies.  Integrator agrees that Adzone's rights in
                  and to the Licensed Products and the Confidential  Information
                  (as  defined  in this  Agreement)  are  unique  and  that  the
                  remedies at law are insufficient to compensate  Adzone for any
                  infringement of such rights.  Adzone shall be entitled to such
                  injunctive and other  equitable  relief as may be necessary to
                  protect,  maintain,  defend, enforce and preserve such rights,
                  but shall not be precluded from obtaining any remedy at law in
                  respect of such rights.

         15.2     No Agency Relationship.  Integrator acknowledges it intends to
                  distribute  the Products to  End-Users  for  Integrator's  own
                  account  and that this  Agreement  does not  create an agency,
                  joint venture, or partnership  relationship between Adzone and
                  Integrator.  Integrator  further  acknowledges  that it has no
                  authority  to act for or to bind Adzone in any way, to execute
                  agreements on behalf of Adzone or to represent  that Adzone is
                  in any way responsible for Integrator's actions or omissions.

         15.3     Notices.  All notices and demands of any kind  provided for in
                  this  Agreement  shall  be  given  in  writing  and  shall  be
                  effective  when  either  served by  personal  delivery or upon
                  receipt,  via mail, return receipt requested,  or next day air
                  service, postage prepaid, or facsimile at the addresses listed
                  in this Agreement

         15.4     Governing  Law.  This  Agreement  shall  be  governed  by  and
                  construed in accordance with the substantive laws of the State
                  of New  York,  U.S.A.,  without  regard to its  principles  of
                  conflicts  of law and  the  parties  agree  to  submit  to the
                  jurisdiction of the appropriate state or federal court located
                  in the State of New York.

         15.5     Assignment.  This Agreement shall be binding upon and inure to
                  the  benefit  of the  parties  to  this  Agreement  and  their
                  successors and assigns.  However,  this Agreement shall not be
                  assignable  by  Integrator   without  Adzone's  prior  written
                  consent, which Adzone may withhold in its absolute discretion.
                  Any  assignment of this  Agreement by Integrator  without such
                  consent shall be null and void.

         15.6.    Legal Actions.  Integrator agrees to safeguard all proprietary
                  rights of Adzone and  licensing  commitments  to the  Licensed
                  Products.  Integrator  agrees to notify Adzone promptly of any
                  legal  notices,  claims  or  actions  directly  or  indirectly
                  relating to the Licensed  Products.  Integrator  agrees not to
                  enter into or compromise any legal action or other  proceeding
                  relating to the Licensed  Products  without the prior  written
                  consent of Adzone.

         15.7     Audit  Rights.  At  Adzone's  own  expense,  Adzone  shall  be
                  entitled  to an annual  audit of  Integrator's  records  by an
                  independent firm of certified public  accountants,  certifying
                  that the P.O.(s) provided to Adzone under this Agreement are a
                  true and fair  representation of the payments due to Adzone as
                  required  by  this  Agreement.  Selection  of  an  independent
                  auditor will be at the sole discretion of Adzone. In the event
                  the audit  proves that the P.O.(s)  provided  and fees paid to
                  Adzone were deficient,  Integrator  agrees to reimburse Adzone
                  for the  deficiency as well as any late charges.  In the event
                  the  deficiency  is  deficient  by ten percent  (10%) or more,
                  Integrator  agrees to reimburse  Adzone for the  deficiency as
                  well as any  late  charges  and the  reasonable  costs  of the
                  accountants conducting the audit.

         15.8     Severability.   Any  provision  of  this  Agreement  which  is
                  prohibited or unenforceable  in any jurisdiction  shall, as to
                  such  jurisdiction,  be  ineffective  to the  extent  of  such
                  prohibition  or  unenforceability   without  invalidating  the
                  remaining provisions of this Agreement in that jurisdiction or
                  affecting the validity or  unenforceability  of such provision
                  in any other jurisdiction.

         15.9     Entire Agreement.  This Agreement,  together with the contents
                  of the attached  Exhibits (which Exhibits are  incorporated by
                  reference),  contains the entire  understanding of the parties
                  with  respect  to the  subject  matter of this  Agreement  and
                  supersedes  all  prior  agreements  relating  to such  subject
                  matter,  written or oral,  between the parties.  Amendments to
                  this  Agreement  must be in  writing  and  signed  by the duly
                  authorized officers of the parties.

<PAGE>

         15.10    Export Restrictions.  The export,  distribution and disclosure
                  of the Licensed  Products are subject to United  States Export
                  Administration Regulations

         15.11    Attorney's Fees. In the event of any litigation or arbitration
                  between  the  parties  arising  out  of  or  related  to  this
                  Agreement,  the prevailing  party therein shall be entitled to
                  recover its costs and attorney's fees


IN WITNESS  WHEREOF,  the parties  have caused this  Agreement to be executed by
their duly authorized representatives as of the Effective Date:


Adzone Research                                      Raytheon Company


By: /s/ DANIEL WASSERMAN                    By: /s/ CORDELLHANSEN
   ----------------------------                ------------------------------

Name: Daniel Wasserman                      Name: Cordell Hansen
     --------------------------                  ----------------------------

Title: Executive Vice President             Title: Subcontracts Administrator
       ------------------------                    --------------------------

Date:June 21, 2002                      Date: June 21, 2002


Exhibits to this Agreement:
--------------------------

Exhibit A -Licensed Product
Exhibit B - Form of Software License Agreement
Exhibit C - Startup Costs

<PAGE>

EXHIBIT A

Authorized Licensed Products


1.       AdZone Online Custom Research Systems

AdZone  Research,  Inc.,  based in  Riverhead,  NY has  developed  a system  for
tracking  events that occur on web pages.  Currently  they track  events from 30
different  countries.  Actual  results can range from  short-term  postings,  to
"hidden in plain sight" links, to modified  segments in graphics or sound files,
to unauthorized additional scripting in the text-based headers, etc.

The AdZone NetGet(TM)  technology is based on an extremely open platform that is
composed of four integrated elements:

Crawler
Artificial Intelligence agent (AI)
Database
Report generator

The Crawler was  specifically  designed  to be language  independent  and format
transparent (i.e. enhanced with steganographic capabilities). After it's initial
pass, a baseline is  established  against which all future  deviations  are both
identified  and  stored.  Furthermore,  it  immediately  engages the AI agent to
follow all the links it finds on targeted web pages.  These are then  aggregated
and analyzed to determine if historical data needs to be re-examined (to re-open
prior trails) and to "learn" new strategies on a going-forward  basis.  Finally,
these  two  elements  (Crawler  and AI  agent)  are  able  to  both  cycle  on a
non-standard,  yet effectively continuous, basis so that the target sites do not
see unusual  levels of activity.  The system has the capability to "peer" within
all  types  of  content  (graphics,  multimedia,  scripts,  etc.)  to  look  for
information, which may be hidden therein.

All the subsequent  data is stored in a specially  designed  database  structure
composed of fifty-plus interwoven  sub-bases.  This facilitates the operation of
the AI agent while providing a panoply of reports that can be generated.

In its current application (the analysis of competitive  advertising messages on
the  Internet)  the system  tracks  500,000  URLs,  but is fully  scalable to 30
million for anti-terrorism applications.

The end  user  will  receive  data  and  custom  tools,  as  required,  for each
individual  situation  along with  integration  and/or export  functionality  to
second level data manipulation software such as Excel, Access, FoxPro, Progress,
Oracle, KMVS (Raytheon), etc.

<PAGE>

EXHIBIT B

Form of Software License Agreement

ADZONE RESEARCH SOFTWARE LICENSE

This  Software  License  Agreement  is  made  by and  between  Adzone  Research.
(hereinafter  "Adzone"),  a corporation organized and existing under the laws of
the state of  Delaware,  with its  principal  place of  business  at 211 Roanoke
Avenue, Riverhead, NY 11901, and Raytheon Company Imagery and Geospacial Systems
Division  (hereinafter  "Customer"),  a corporation organized and existing under
the laws of the state of Texas,  with its  principal  place of  business at 1200
Jupiter Road Garland, Texas 75042.

This Agreement consists of (1) the accompanying Terms and Conditions and (2) one
or more Program  Descriptions  adopted from time to time with  reference to this
Agreement.

A separate  Program  Description will apply to each Program licensed from Adzone
under this  Agreement.  The Program  Description  will  identify the Program and
indicate  the  Designated   Location,   License  Fees,  Term  of  License,   and
Implementation Schedule for that Program. Each Program Description will refer to
this  Agreement and will become  effective as an integral part of this Agreement
upon its execution by both you and Adzone.

Adzone also offers, by separate  agreements,  annual maintenance  services and a
source code escrow for each Program.

BY SIGNING BELOW, IT IS AGREED THAT THIS AGREEMENT,  INCLUDING THE  ACCOMPANYING
TERMS AND CONDITIONS,  AND THE PROGRAM  DESCRIPTIONS  ADOPTED HEREUNDER,  IS THE
COMPLETE  AND  EXCLUSIVE  STATEMENT  OF THE  AGREEMENT  BETWEEN  THE PARTIES AND
SUPERSEDES  ALL PROPOSALS OR PRIOR  AGREEMENTS,  ORAL OR WRITTEN,  AND ALL OTHER
COMMUNICATIONS  BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF.  THIS
AGREEMENT SHALL BECOME EFFECTIVE WHEN IT AND AN INITIAL PROGRAM  DESCRIPTION ARE
ACCEPTED  AND  EXECUTED BY YOU AS THE  CUSTOMER  AND  APPROVED  AND  EXECUTED BY
ADZONE.




Accepted By:                                  Approved By:

Raytheon Company                              Adzone Research
----------------------------------            ----------------------------------

By:                                           By:
   -------------------------------                ------------------------------

Name: Cordell Hansen                          Name:
      ----------------------------                  ----------------------------

Title: Subcontracts Administrator             Title:
       ---------------------------                   ---------------------------

Date:                                         Date:
     -----------------------------                 -----------------------------



<PAGE>

TERMS AND CONDITIONS

1. General.  "You" means the single end-user customer  organization signing this
Agreement.  Your license shall extend to your affiliates,  if so provided in the
Program Description and to the extent so provided, so long (and only so long) as
they remain under your  control (in the sense that you own or control,  directly
or indirectly,  stock or other interest in the affiliate  representing more than
fifty percent (50%) of the aggregate stock or other interest entitled to vote on
decisions reserved to a vote by owners of such stock or other interest).

2. License Grant.  Unless otherwise  provided in the Program  Description,  This
Agreement  permits  you to use one copy of the  specified  version of the Adzone
software product identified in the Program Description ("Program") on the single
computer for which the appropriate License fee was paid, provided the Program is
in use on only one  computer  at any time by only the  number of users for which
you have paid a License  fee.  Concurrent  use on two or more  computers is only
authorized  to the  extent  that you have  acquired  such  authorization  by the
payment of the appropriate  license fees. If the anticipated  number of users of
the Software will exceed the number of applicable Licenses, then you must have a
reasonable  mechanism  or process in place to assure  that the number of persons
using the Software concurrently does not exceed the number of Licenses.

Unless  otherwise  provided  in the  Program  Description,  you  may not use the
Program(s)  to process  accounts or records or to  generate  output data for the
direct benefit of, or for purposes of rendering  services to, any other business
entities or organizations.

3. Object  Code.  Unless  otherwise  provided in the  Program  Description,  the
Program(s) are provided in and may be used in machine-readable  object code form
only.

4.   Back-up   Copies.   You  may  make  one  (1)  copy  of  each   Program   in
machine-readable,  object code form,  for  nonproductive  backup  purposes only,
provided  that  you  reproduce  and  include   Adzone's   copyright  notice  and
proprietary  legend on each  backup  copy.  Each backup copy must be stored in a
safe and secure location.  All copies of all Programs must be accounted for upon
Adzone's request.

5. End-User  Materials.  End-User  Materials  that  accompany the Program(s) are
provided solely to support your  authorized use of the  Program(s).  You may not
use,  copy,  modify,  or  distribute  the  End-User  Materials,   or  any  copy,
adaptation,  transcription,  or merged  portion  thereof,  except  as  expressly
authorized by Adzone by separate written agreement.

6. Term of License.  The Term of your  license for each  Program is indicated in
the applicable Program Description. Upon expiration of the Term, each license is
renewable for  successive  renewal terms of the same length,  at your option and
upon payment of Adzone's then-current license fee.

7.  Delivery.  Adzone  will use its best  efforts  to  deliver  each  Program in
accordance  with  the  Delivery  Schedule  included  in the  applicable  Program
Description.  Adzone  will not be  responsible  for  delays  caused by events or
circumstances  beyond its reasonable control.  You are responsible for obtaining
computers and operating systems compatible with the Program(s),  as shown in the
technical specifications for each Program. Installation shall be complete when a
copy of the Program has been installed on your computer system at the Designated
Location and the Program is activated after receipt of the applicable activation
code by Adzone.  Completion of installation  shall constitute your acceptance of
the license for the Program, but shall not affect any warranties still in effect
under Paragraph 16.

8. License Fees. You agree to pay the License Fees for your license of a Program
upon  shipment of the Program.  If  additional  License Fees are specified for a
Program (e.g, annual license fees or incremental  license fees for multi-copy or
LAN  licenses),  they  shall  be  paid as  provided  in the  applicable  Program
Description.

9. Other Charges. License fees do not include installation services,  travel and
living expenses for, installation and training,  file conversion costs, optional
products and services,  consulting services requested by End-User,  or the costs
of any recommended  hardware.  You agree to pay such fees and costs, when and as
the services are  rendered  and the  expenses  incurred,  as invoiced by Adzone.
Adzone reserves the right to require  prepayment or advance deposit for services
or expenses in some instances.  You are also  responsible for sales or use taxes
and state or local  property or excise  taxes  associated  with your  licensing,
possession, or use of the Program(s).

10. Late  Charges.  If any fee or cost is not paid within thirty (30) days after
it is due,  Adzone  may,  at its  option,  charge  interest at a rate of one and
one-half  percent (1 1/2%) per month  (eighteen  percent (18%) per annum) or, if
less,  the highest  rate  allowed by  applicable  law) from the date such fee or
charge first became due.

<PAGE>

11.  Maintenance  and  Consulting.  In order  for  Adzone  to  provide  software
maintenance for the Program,  you must purchase  yearly  maintenance at Adzone's
current  commercial list rates,  unless otherwise stated in the attached Program
Description.  Adzone shall have no responsibility to maintain the Program unless
you  purchase  annual  maintenance  provided  by  Adzone.  In the event that you
request consulting  services that are beyond the scope of this Agreement and the
Software  Maintenance  Agreement,  Adzone may provide such services or recommend
appropriate  outside  consultants.  In all cases, fees for such services will be
charged at Adzone's  standard rates and you will be responsible  for paying such
fees,  plus any  necessary  travel and lodging and per diem expenses if services
are provided more than fifty (50) miles from the nearest service location.

12. Customer Responsibilities. You are responsible for the following actions:

a)       Determining whether the Program(s) will achieve the results you desire;
b)       Procuring, installing, and operating computers and operating systems to
         run the Program(s);
c)       Providing a proper  environment and proper  utilities for the computers
         on which the  Program(s)  operate,  including  an  uninterrupted  power
         supply;
d)       Selecting and training your personnel so they can operate computers and
         so they are familiar  with the accounts and records that serve as input
         and output for the Program(s); and
e)       Establishing  adequate operational back-up provisions in the event of a
         defect or  malfunction  that  renders the  Program(s)  or the  computer
         systems on which they run inoperative.

Adzone reserves the right to charge additional service fees if an operator seeks
assistance  with  respect to such basic  information  or any other  matters  not
directly  relating  to the  operation  of the  Program(s).  Adzone does not hold
itself out as a  professional  expert and  adviser  regarding  your  computer or
information needs.  Adzone is not responsible for obsolescence of the Program(s)
that may result from changes in your requirements.

13. Proprietary  Protection.  Adzone shall have sole and exclusive  ownership of
all right, title, and interest in and to the Program(s) and User Materials,  all
copies  thereof,  and all  modifications  and  enhancements  thereto  (including
ownership of all copyrights and other  intellectual  property rights  pertaining
thereto), subject only to the right and license expressly granted to you herein.
This Agreement  does not provide you with title or ownership of the  Program(s),
but only a right of limited use.

14.  Limitations on Use, Etc. You may not use, copy,  modify,  or distribute the
Program(s)   (electronically   or   otherwise),   or   any   copy,   adaptation,
transcription,  or merged  portion  thereof,  except as expressly  authorized by
Adzone,  an applicable  Program  Description,  or a separate  written  agreement
signed by Adzone.  You may not reverse assemble,  reverse compile,  or otherwise
translate the Program(s). Your license may not be transferred, leased, assigned,
or sublicensed without Adzone's prior written consent,  except for a transfer of
the  Program(s)  in their  entirety  to a  successor  in interest of your entire
business who assumes the obligations of this Agreement.  You may not install the
Program(s)  anywhere  but the  Designated  Location(s)  without  Adzone's  prior
written consent (which will not be unreasonably withheld), provided that you may
transfer  the  Program(s)  to another  location  temporarily  in the event of an
interruption of computer operations at the Designated Location(s). You authorize
Adzone to enter your premises in order to inspect the Program(s)  during regular
business hours to verify compliance with the terms of this Agreement.

15. Data. You  acknowledge  that data conversion is subject to the likelihood of
human and machine errors,  omissions,  delays, and losses, including inadvertent
loss of data or damage to media,  that may give rise to loss or  damage.  Adzone
shall not be liable for any such errors,  omissions,  delays, or losses,  unless
caused by its willful  misconduct.  You are responsible for adopting  reasonable
measures to limit the impact of such  problems,  including  backing up data, and
adopting  procedures  to  ensure  the  accuracy  of input  data;  examining  and
confirming results prior to use; and adopting procedures to identify and correct
errors and omissions,  replace lost or damaged media, and reconstruct  data. You
are also  responsible  for  complying  with all local,  state,  and federal laws
pertaining to the use and disclosure of any data.

16.  Warranty.  For your  benefit  alone and for a period of ninety  (90)  days,
Adzone warrants that the Program, when operated with the equipment configuration
and in the operating environment specified by Adzone, will perform substantially
in accordance with the technical  specifications  included or referred to in the
applicable Program Description. The ninety (90) day period shall commence on the
date of Software installation and code number activation or thirty days from the
date of shipment,  whichever is sooner. Adzone does not warrant that the Program
will be  error-free  in all  circumstances.  In the event of any defect or error
covered by such warranty,  you agree to provide Adzone with sufficient detail to
allow Adzone to reproduce the defect or error. As your exclusive  remedy for any
defect or error in the  Program(s)  covered by such  warranty,  and as  Adzone's
entire liability in contract, tort, or otherwise, Adzone will correct such error
or defect at Adzone's facility by issuing corrected instructions, a restriction,
or a  bypass.  If  Adzone is unable  to  correct  such  defect of error  after a
reasonable  opportunity,  Adzone  will  refund  the  license  fees paid for such
Program. However, Adzone is not responsible for any defect or error not reported
during  the  warranty  period  or any  defect  or  error in a  Program  you have

<PAGE>

modified,  misused, or damaged. EXCEPT AS EXPRESSLY SET FORTH IN THIS PARAGRAPH,
ADZONE  SHALL HAVE NO LIABILITY  FOR THE  PROGRAM(S)  OR ANY SERVICES  PROVIDED,
INCLUDING  ANY  LIABILITY  FOR  NEGLIGENCE;  ADZONE  MAKES  AND YOU  RECEIVE  NO
WARRANTIES,  EXPRESS,  IMPLIED,  STATUTORY,  OR IN ANY OTHER  PROVISION  OF THIS
AGREEMENT OR ANY OTHER  COMMUNICATION;  AND ADZONE  SPECIFICALLY  DISCLAIMS  ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

17. Limitation of Liability;  Exclusion of Consequential Damages. The cumulative
liability  of Adzone to you for all claims  relating to the  Program(s)  and any
services rendered hereunder, in contract,  tort, or otherwise,  shall not exceed
the total amount of all license fees paid to Adzone for the relevant  Program(s)
or  services  within  the prior  year.  This  limitation  shall not apply to the
indemnification  provided in  Paragraph  18. In no event shall  either  party be
liable to the other for any  consequential,  indirect,  special,  or  incidental
damages,  even if  such  party  has  been  advised  of the  possibility  of such
potential loss or damage. The foregoing limitation of liability and exclusion of
certain damages shall apply  regardless of the success or effectiveness of other
remedies.

18.  Indemnification.  If a third party claims that the Program(s)  infringe any
U.S. patent,  copyright, or trade secret, Adzone will (as long as you are not in
default  under this  Agreement or any other  agreement  with Adzone)  defend you
against such claim at Adzone's  expense and pay all damages that a court finally
awards,  provided that you promptly  notify Adzone in writing of the claim,  and
allow  Adzone to  control,  and  cooperate  with  Adzone in, the  defense or any
related  settlement  negotiations.  If such a claim is made or appears possible,
Adzone  may,  at its  option,  secure for you the right to  continue  to use the
Program(s),  modify or replace the Program(s) so they are noninfringing,  or, if
neither of the foregoing options is available in Adzone's judgment,  require you
to return the Program(s) for a credit equal to the previously  paid license fees
for the  Program.  However,  Adzone has no  obligation  for any claim based on a
modified version of the Program(s) or their combination,  operation, or use with
any product,  data, or apparatus not provided by Adzone.  THIS PARAGRAPH  STATES
ADZONE'S ENTIRE OBLIGATION TO YOU WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.

19. Default. Should you fail to pay any fees or charges due hereunder or fail to
carry out any other  obligation under this Agreement or any other agreement with
Adzone,  Adzone  may, at its option,  in addition to other  available  remedies,
terminate this Agreement or disable the Program(s), provided that it first gives
you fifteen (15) days' prior notice in order to permit you to cure your default.

20. Termination. Upon termination of this Agreement as a result of your default,
or upon  expiration  of the Term of your license  unless  renewed  (but, in such
case, only as to the Program(s) whose licenses have expired),  your license will
terminate,  and you are  required to return or destroy,  as requested by Adzone,
all  copies  of  the  Program(s)  in  your  possession   (whether   modified  or
unmodified), and all other materials pertaining to the Program(s), including all
copies thereof.  You agree to certify your compliance with such requirement upon
Adzone's request.

21. Notices. All notices or other communications  required to be given hereunder
shall be in writing and delivered either personally or by U.S. mail,  certified,
return receipt  requested,  postage  prepaid,  and addressed as provided in this
Agreement or as otherwise  requested by the receiving party.  Notices  delivered
personally shall be effective upon delivery and notices  delivered by mail shall
be effective upon their receipt by the party to whom they are addressed.

22.  Governing  Law.  This  Agreement  shall be  governed by and  construed  and
enforced in accordance with the laws of the State of New York as it applies to a
contract made and performed in such state.

23.  Modifications  and Waivers.  This Agreement may not be modified except by a
writing signed by authorized representatives of both parties. A waiver by either
party of its rights hereunder shall not be binding unless contained in a writing
signed by an  authorized  representative  of the party  waiving its rights.  The
nonenforcement  or  waiver  of any  provision  on one  (1)  occasion  shall  not
constitute a waiver of such provision on any other occasions unless expressly so
agreed in writing.  It is agreed that no use of trade or other regular  practice
or method  of  dealing  between  the  parties  hereto  shall be used to  modify,
interpret, supplement, or alter in any manner the terms of this Agreement.

<PAGE>

Adzone Research
PROGRAM DESCRIPTION

Name of Program(s): ____________________________________________________________

Options:            ____________________________________________________________

Concurrent or Named
 Users Authorized:  ________ # of Concurrent Users or  ________ # of Named Users


# of Servers Authorized: ________



Customer name:
                  ____________________________________________________________

Ship to name:
                  ____________________________________________________________

Address:
                  ____________________________________________________________


Telephone Number: ____________________________________________________________


Fax Number:       ____________________________________________________________

Accepted By:

____________________________________________________

By: ________________________________________________


Name:_______________________________________________


Title: _____________________________________________


Date:_______________________________________________

<PAGE>

EXhibit C


Startup Costs

Upon execution of this agreement, integrator shall receive the following:

1.       Not for Resell Software (check appropriate product):
         ---------------------------------------------------

         Not for Resell Software,  as defined below, will be licensed for use in
         the Integrator's  demonstration facility only. Additional copies of the
         Not  for  Resell  Software  may be  purchased  by  Integrator  at a 30%
         discount  of the then  current  price  list.  All  such Not for  Resell
         Software shall include customary user documentation.  Integrator agrees
         to keep the software installed and accessible at a designated  location
         and to maintain the demonstration  system in good operating  condition.
         Any Not for Resell  Software  License's  issued to Integrator are to be
         used for demonstration purposes only and resale is strictly prohibited.


2.       Not for Resell Software Maintenance:
         -----------------------------------

         Annual maintenance will be $0 per year for each. Not for Resell license
         issued to Integrator.  Maintenance  includes  technical  support access
         from  8:00  a.m.  to 6:00  p.m.  EST,  Monday-Friday  and  updates  and
         maintenance  releases  of  the  licensed  software  during  the  annual
         maintenance term.

3.       Adzone Product Training:
         -----------------------

         Integrator   shall  have  at  least,   but  not  limited  to,  one  (1)
         representative employed who has taken Licensor's then current technical
         training  program,  within one hundred  and twenty  (120) days from the
         execution   date  of  this   Agreement,   relating  to  the  operation,
         installation  and maintenance of the Licensed  Product(s)  ("Program").
         Training is  available  by Licensor  at its then  current  rates less a
         twenty-five   percent  (25%)  discount.   Integrator  shall  be  solely
         responsible  for  all  transportation,  lodging,  meals  or  any  other
         expenses  incurred by its  representatives  in  attending  the Program.
         Every  year  subsequent  to the  first,  Integrator  agrees to have (1)
         representative   attend  Licensor's  then  current  technical  training
         program on a yearly basis for the duration of this Agreement.