EXHIBIT 3.5

                          ARTICLES OF AMENDMENT TO
                         ARTICLES OF INCORPORATION
                                    OF
                            ADPADS INCORPORATED
                   (SERIES B 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 B Convertible Preferred Stock."  The number of
shares of this series of Preferred Stock shall be 125,000 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 B Convertible Preferred Stock in an amount for each such share of
Series B Convertible Preferred Stock equal to the aggregate amount of such
dividends for all shares of Common Stock into which each such share of Series
B 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 B
Convertible Preferred Stock shall be entitled to a proportionate share of any
such distribution as though the holders of the Series B Convertible Preferred
Stock were the holders of the number of shares of Common Stock of the
Corporation into which their respective shares of Series B 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 B 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 Convertible
Preferred Stock an amount per share equal to $8.00.  If the assets and funds
to be distributed among the holders of the Series B Convertible Preferred
Stock and the Series A Convertible Preferred Stock shall be insufficient to

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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 B
Convertible Preferred Stock and the Series A 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 B
Convertible Preferred Stock and the Series A 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 B
Convertible Preferred Stock, the Series A 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
and Series B 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 B Convertible Preferred Stock may be
converted into shares of the Corporation's Common Stock on the following terms
and conditions (the "Conversion Rights"):

          (a)     Option to Convert.  Commencing as soon as the Corporation
has sufficient authorized and unissued shares of its Common Stock available
for all outstanding shares of Series B Convertible Preferred Stock and Series
A Convertible Preferred Stock to be converted, holders of the Series B
Convertible Preferred Stock shall have the right to convert all or a portion
of their shares into shares of Common Stock at any time or from time to time
upon notice to the Corporation on the terms and conditions set forth herein.

          (b)     Mechanics of Conversion.  Upon the election of a holder of
the Series B Convertible Preferred Stock to convert shares of such Preferred
Stock, the holder of the shares of Series B 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 common stock.  The Corporation or the transfer agent shall
promptly issue and deliver at such office to such holder of Series B
Convertible Preferred Stock a certificate or certificates for the number of
shares of Common 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.

          (c)     Conversion Ratio.  Each share of Series B Convertible
Preferred Stock may be converted into four hundred (400) fully paid and
nonassessable shares of Common Stock (except as adjusted pursuant to paragraph
3(d) below).  In the event that upon conversion of shares of Series B
Convertible Preferred Stock a holder shall be entitled to a fraction of a

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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)     Adjustment of Conversion Rate.  If the Corporation shall at
any time, or from time to time, after the effective date hereof effect a
reverse stock split of the outstanding Common Stock, or if the Corporation at
any time or from time to time after the effective date hereof shall make or
issue, or fix a record date for the determination of holders of Common Stock
entitled to receive, a dividend or other distribution payable in additional
shares of Common Stock, then and in each such event the number of shares of
Common Stock issuable upon conversion of the Series B Convertible Preferred
Stock shall be proportionately adjusted as of the time of such issuance or, in
the event such a record date shall have been fixed, as of the close of
business on such record date.

          (e)     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 B Convertible Preferred Stock against impairment.

          (f)     Reservation of Stock Issuable Upon Conversion.  The
Corporation shall at all times use its best efforts to reserve and keep
available out of its authorized but unissued shares of Common Stock, solely
for the purpose of effecting the conversion of the shares of Series B
Convertible Preferred Stock, such number of its shares of Common Stock as
shall from time to time be sufficient to effect the conversion of all
outstanding shares of Series B Convertible Preferred Stock; and if at any time
the number of authorized but unissued shares of Common Stock shall not be
sufficient to effect the conversion of all outstanding shares of Series B
Convertible Preferred Stock, the Corporation will take such corporate action
as is necessary to increase its authorized but unissued shares of Common Stock
to such number of shares as shall be sufficient for such purpose.

     4.     Status of Converted or Reacquired Stock.  In case any shares of
Series B 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 B Convertible Preferred Stock does not
have any voting rights.

     6.     Notices.  Any notice required to be given to holders of shares of
Series B 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 December 2001.



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     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 31st day of December 2001.

                              ADPADS INCORPORATED


                              By:/s/ Mark Spargo
                                 Mark Spargo, CEO

STATE OF NEW JERSEY          )
                             ) ss.
COUNTY OF MONMOUTH           )

     I, Robin L. Sobotka, a Notary Public, hereby certify that on the 15 day
of May 2002, personally appeared before me Mark Spargo who being by me first
duly sworn, declared that he signed the foregoing document as the CEO the
corporation named therein and that he was above the age of eighteen years and
that the statements contained herein are true and correct to the best of their
knowledge and belief.

     IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

                              /s/ Robin L. Sobotka
                              Notary Public

                              My Commission Expires: August 9, 2006















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