EXHIBIT 3.7

                         ARTICLES OF AMENDMENT TO
                        ARTICLES OF INCORPORATION
                                   OF
                           ADPADS INCORPORATED
                  (SERIES D CONVERTIBLE PREFERRED STOCK)


     Pursuant to the requirements of Section 7-106-102 of the Colorado
Business Corporation Act, the undersigned Corporation submits the following
Articles of Amendment to Articles of Incorporation.

     FIRST:   The name of the Corporation is ADPADS Incorporated.

     SECOND:   The Articles of Incorporation of the Corporation are hereby
amended as follows:

     There is hereby established a series of Preferred Stock of the
Corporation designated "Series D Convertible Preferred Stock."  The number of
shares of this series of Preferred Stock shall be five (5) shares.  The
powers, designations, preferences and relative, participating, optional or
other special rights of the shares of this series of Preferred Stock and the
qualifications, limitations and restrictions of such preferences and rights
shall be as follows:

     1.     Dividend Provisions.  No dividends shall be paid on any share of
Common Stock unless a dividend is paid with respect to all outstanding shares
of Series D Convertible Preferred Stock in an amount for each such share of
Series D Convertible Preferred Stock equal to the aggregate amount of such
dividends for all shares of Common Stock into which each such share of Series
D Convertible Preferred Stock could then be converted.  Such dividends shall
be payable only when, as, and if declared payable to holders of Common Stock
by the Board of Directors and shall be noncumulative.  In the event the
Corporation shall declare a distribution (other than any distribution
described above) payable in securities of other persons, evidences of
indebtedness issued by the Corporation or other persons, assets (excluding
cash dividends) or options or rights to purchase any such securities or
evidences of indebtedness, then, in each such case the holders of the Series D
Convertible Preferred Stock shall be entitled to a proportionate share of any
such distribution as though the holders of the Series D Convertible Preferred
Stock were the holders of the number of shares of Common Stock of the
Corporation into which their respective shares of Series D Convertible
Preferred Stock are convertible as of the record date fixed for the
determination of the holders of Common Stock of the Corporation entitled to
receive such distribution.

     2.      Liquidation Preference.

          (a)     In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation, the holder of
each share of Series D Convertible Preferred Stock shall be entitled to
receive, out of the assets of the Corporation available for distribution to
its stockholders, before any payment or distribution shall be made on the
Common Stock, but in parity with the holders of the Series A, Series B and
Series C Convertible Preferred Stock an amount per share equal to $100,000.
If the assets and funds to be distributed among the holders of the Series D
Convertible Preferred Stock and the Series A, Series B and Series C

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Convertible Preferred Stock shall be insufficient to permit the payment of the
full preferential amounts to such holders, then the entire assets and funds of
the Corporation legally available for the distribution shall be distributed
among the holders of the Series A Convertible Preferred Stock, the Series B
Convertible Preferred Stock, the Series C Convertible Preferred Stock, and the
the Series D Convertible Preferred Stock, pro rata, based on the respective
liquidation amounts to which such series of stock is entitled.  After payment
has been made to the holders of the Series A Convertible Preferred Stock, the
Series B Convertible Preferred Stock, the Series C Convertible Preferred
Stock, and the Series D Convertible Preferred Stock, the remaining assets of
the Corporation available for distribution to the holders of the Common Stock
shall be distributed, among the holders of the Series A Convertible Preferred
Stock, the Series B Convertible Preferred Stock, the Series C Convertible
Preferred Stock, the Series D Convertible Preferred Stock and Common Stock pro
rata  based on the number of shares of Common Stock held by each at the time
of such liquidation (assuming conversion of all such Series A, Series B,
Series C and Series D Convertible Preferred Stock).

          (b)     For purposes of this Section 2, a merger or consolidation of
the Corporation with or into any other corporation or corporations, or the
merger of any other corporation or corporations into the Corporation, or the
sale or any other corporate reorganization, in which shareholders of the
Corporation receive distributions as a result of such consolidation, merger,
sale of assets or reorganization, shall be treated as a liquidation,
dissolution or winding up of the Corporation, unless the stockholders of the
Corporation hold more than fifty percent (50%) of the voting equity securities
of the successor or surviving corporation immediately following such
consolidation, merger, sale of assets or reorganization in which event such
consolidation, merger, sale of assets, or reorganization shall not be treated
as a liquidation, dissolution or winding up.

     3.     Conversion.  The Series D Convertible Preferred Stock may be
converted into shares of the Series B Participating Preferred Stock of BFF
Acquisition Corp., a wholly owned subsidiary of the Corporation, on the
following terms and conditions (the "Conversion Rights"):

          (a)     Option to Convert.  Commencing immediately, holders of the
Series D Convertible Preferred Stock shall also have the right to convert all
or a portion of their shares into shares of Series B Participating Preferred
Stock of BFF Acquisition Corp. at any time or from time to time upon notice to
the Corporation on the terms and conditions set forth herein, provided,
however, any shares converted can only be converted once.

          (b)     Mechanics of Conversion.  Upon the election of a holder of
the Series D Convertible Preferred Stock to convert shares of such Preferred
Stock, the holder of the shares of Series D Convertible Preferred Stock which
are converted shall surrender the certificate or certificates therefor, duly
endorsed, at the office of the Corporation or any authorized transfer agent
for such stock together with a written statement that he elects to convert his
preferred stock to the Series B Participating Preferred Stock of BFF
Acquisition Corp.  The Corporation or the transfer agent shall promptly issue
and deliver at such office to such holder of Series D Convertible Preferred
Stock a certificate or certificates for the number of shares of Series B
Participating Preferred Stock to which such holder is thereby entitled.  The
effective date of such conversion shall be a date not later than 30 days after
the date upon which the holder provides written notice of his election to
convert to the Corporation or transfer agent.


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          (c)     Conversion Ratio.  Each share of Series D Convertible
Preferred Stock may be converted into one fully paid and nonassessable share
of Series B Participating Preferred Stock of BFF Acquisition Corp.  In the
event that upon conversion of shares of Series D Convertible Preferred Stock a
holder shall be entitled to a fraction of a share of Common Stock, no
fractional share shall be issued and in lieu thereof the Corporation shall pay
to the holder cash equal to the fair value of such fraction of a share.

          (d)     No Impairment.  The Corporation will not, by amendment of
its Articles of Incorporation or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms to be observed or performed hereunder by the Corporation,
but will at all times in good faith assist in the carrying out of all of the
provisions of this Section 3 and in the taking of all such action as may be
necessary or appropriate in order to protect the Conversion Rights of the
holders of the Series D Convertible Preferred Stock against impairment.

     4.     Status of Converted or Reacquired Stock.  In case any shares of
Series D Convertible Preferred Stock shall be converted pursuant to Section 3
hereof, the shares so converted shall cease to be a part of the authorized
capital stock of the Corporation.

     5.     Voting Rights.  The Series D Convertible Preferred Stock does not
have any voting rights.

     6.     Notices.  Any notice required to be given to holders of shares of
Series D Convertible Preferred Stock shall be deemed given upon deposit in the
United States mail, postage prepaid, addressed to such holder of record at his
address appearing on the books of the Corporation, or upon personal delivery
of the aforementioned address.

     THIRD:   Such Amendment was duly adopted by the Board of Directors of the
Corporation on the 31st day of March  2002.

     IN TESTIMONY WHEREOF, the undersigned Corporation has caused these
Articles of Amendment to the Articles of Incorporation to be signed by a duly
authorized officer and duly attested by another such officer, to be hereunto
affixed this 19th day of July 2002.

                              ADPADS INCORPORATED


                              By:/s/ Erica Ventley
                                 Erica Ventley, CFO


The name and mailing address of the individual who causes this document to be
delivered for filing is Jon D. Sawyer, c/o Krys Boyle Freedman Graham Sawyer
Terry & Moore, P.C., 600 17th Street, Suite 2700 South, Denver, Colorado
80202.




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