CONVERTIBLE PROMISSORY NOTE





THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE  "ACT"),  OR THE  SECURITIES  LAWS OF ANY  STATE  AND IT MAY  NOT BE  SOLD,

TRANSFERRED,  PLEDGED OR  HYPOTHECATED  UNLESS IT HAS BEEN SO  REGISTERED  OR AN

EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.



                              AdZone Research, Inc.

                       CONVERTIBLE NOTE DUE Sept. 22, 2008





$700,000



      ADZONE RESEARCH, INC. (the "Company"), for value received, hereby promises

to pay to The Burns Family Trust, or permitted assigns (the "Holder"),  on Sept.

22, 2008 (the "Maturity Date"),  the principal sum of ($700,000).  With pre-paid

interest of 14% per annum.  Interest  shall be prepaid out of principle with the

company receiving a net of $504,000 upon investment.





1.    Prepayment



      The  Company  shall  have  the  right  to  prepay  all or any  part of the

principal  amount of this Note,  together with accrued  interest thereon through

the date of prepayment (except as provided in the following  sentence),  without

penalty,  either (x) in cash or (y) by  delivery  to the Holder of the number of

shares of capital stock of the Company into which the  principal  amount of this

Note to be so prepaid would then be convertible as provided  Section 3 below. In

the event that the  Company  determines  to prepay  this Note in cash,  it shall

provide the Holder with at least 10 days advance  notice of such  prepayment  in

order to afford the Holder the opportunity, prior to such prepayment, to convert

this Note into capital stock of the Company pursuant to Section 3 below.



2.    Events of Default



      Any of the  following  shall  constitute  an  Event of  Default  hereunder

("Event of Default"):



            (a) the  Company  shall  fail to make any  payment of  principal  or

interest when due hereunder;



            (b) the Company  shall become  insolvent or admits its  inability to

pay its debts as they become due, or any  proceeding  shall be instituted by the

Company  seeking  relief on its  behalf as  debtor,  or to  adjudicate  it to be

bankrupt or  insolvent,  or seeking  liquidation,  reorganization,  arrangement,

adjustment or  composition or other relief with respect to it or its debts under

any law  relating  to  bankruptcy,  insolvency  or  reorganization  or relief of

debtors or any similar law now or hereafter in effect, or seeking appointment of

a receiver, trustee,  liquidator,  custodian or other similar official for it or

for any  part of its  property,  or the  Company  shall  consent  by  answer  or

otherwise  to any such  relief  or to the  institution  of any  such  proceeding

against it;



{PAGE}



            (c) any proceeding is instituted against the Company seeking to have

an order for  relief  entered  against  it as debtor or to  adjudicate  it to be

bankrupt or  insolvent,  or seeking  liquidation,  reorganization,  arrangement,

adjustment or  composition or other relief with respect to it or its debts under

any law  relating  to  bankruptcy,  insolvency  or  reorganization  or relief of

debtors or any similar law now or hereafter in effect, or seeking appointment of

a receiver, trustee,  custodian,  liquidator or other similar official for it or

for any part of its  property  which  either (i) results in any such entry of an

order for relief,  adjudication of bankruptcy or insolvency or issuance or entry

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