FIRST AMENDMENT
                                       TO
                              ADZONE RESEARCH, INC.
                               2002 NON-QUALIFIED
                           STOCK AWARD AND OPTION PLAN


     This  First Amendment to the AdZone Research, Inc. 2002 Non-Qualified Stock
Award  and  Option  Plan (the "Amendment") is executed effective this 3rd day of
December  2002.

                                    RECITALS

     WHEREAS,  AdZone  Research,  Inc.,  a  Delaware corporation (the "Company")
executed  the  AdZone  Research,  Inc. 2002 Non-Qualified Stock Award and Option
Plan  effective  August  5,  2002  (the  "Plan");

     WHEREAS,  the  Plan  provided  for  up to 3,300,000 shares of the Company's
common  stock  to  be  issued pursuant to the terms of the Plan and that no more
than  3,000,000  shares  may  be granted to any individual in any calendar year;

     WHEREAS,  Section  13  of the Plan provides that the Board of Directors may
revise  or  amend  the  Plan  at  any  time;

     WHEREAS, on the date hereof, the Board of Directors of the Company approved
this  Amendment  to  the  Plan.

     NOW,  THEREFORE,  the  Plan  is  hereby  amended  as  follows:

1.     Section  4(c) of the Plan is restated in its entirety to read as follows:

     "4.  ADMINISTRATION.
          (c)     POWERS  OF  THE  COMMITTEE.
          Subject to the express terms  and  conditions  hereof,  the  Committee
shall  have  the  authority  to  administer  the  Plan  in its sole and absolute
discretion.  To  this end, the Committee is authorized to construe and interpret
the  Plan  and  to  make all other determinations necessary or advisable for the
administration  of  the  Plan,  including,  but not limited to, the authority to
determine  the  eligible individuals who shall be granted Options, the number of
Options  to  be  granted,  the  vesting  period, if any, for all Options granted
hereunder, the date on which any Option becomes first exercisable and the number
of  Shares  subject to each Option. The Committee may delegate to an Officer its
authority  to  grant  Options to eligible individuals under the Plan who are not
Officers;  provided,  however,  that  Options to purchase no more than 5,000,000
Shares  may  be  granted to any individual in  any  calendar  year  pursuant  to
such  delegation  of  authority.  Any  determination,  decision or action of the
Committee in connection with the construction, interpretation, administration or
application  of  the  Plan  shall  be  final,  conclusive  and  binding upon all
Participants  and  any  person validly claiming under or through a Participant."

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2.     Section  6  of  the  Plan is restated in its entirety to read as follows:

     "6.  TYPE  OF  OPTIONS  AND  SHARES  SUBJECT  TO THE PLAN:  Options granted
             -------------------------------------------------
under  the  Plan  are NQSOs.  If any Option granted under the Plan expires or is
terminated  for  any  reason  any  Shares  as  to  which the Option has not been
exercised  shall  again  be  available  for  purchase under Options subsequently
granted;  PROVIDED,  HOWEVER, that at all times during the term of the Plan, the
Company  shall  reserve and keep available for issuance sufficient common shares
to  issue upon the exercise of all the outstanding Options.  The aggregate total
of  all options to be granted to Participants under this Plan shall be 7,300,000
options  to  purchase  7,300,000  shares  of  common  stock."

     As  adopted  by  the  Board  of  Directors  on  December  3,  2002.

                              AdZone  Research,  Inc.
                              a  Delaware  corporation


                              /s/  Charles  Cardona
                              ----------------------------------
                              By:     Charles  Cardona
                              Its:     Chief  Executive  Officer