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Explanation of Responses: (1) Adpads has less than 700,000 shares of authorized and unissued Common Stock, and therefore, the Preferred Stock cannot be converted unless and until the number of authorized shares of Common Stock is increased significantly or unless there is a significant reverse split, both of which actions require shareholder approval (2) The Series A Convertible Preferred Stock is convertible into shares of Adpads Common Stock at the rate of one share of Series A Preferred Stock for 120 shares of Common Stock, subject to adjustment for reverse stock splits and stock dividends. /s/ ALBERT H. PLEUS July 17, 2002 ------------------------------- ----------------- **Signature of Reporting Person Date ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. Page 2 of 3 FORM 3 (continued) Item 1. Name and Address of Reporting Person Pleus, Albert H. c/o Adpads Corporation 108 Fortunato Place Neptune, New Jersey 07753 Item 2. Date of Event Requiring Statement March 18, 2002 Item 4. Issuer Name and Ticker or Trading Symbol Adpads Incorporated (APAD) Table II (continued) -- Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) (3) The Series B Convertible Preferred Stock is convertible into shares of Adpads Common Stock at the rate of one share of Series B Preferred Stock for 400 shares of Common Stock, subject to adjustment for reverse stock splits and stock dividends (4) Mr. Pleus is Chairman, Secretary and a director of a21, Inc., a Texas corporation (OTCBB: ATWO). a21, Inc. owns 166,668 shares of Series A Convertible Preferred Stock convertible into 20,000,160 shares of Common Stock. (5) Mr. Pleus is Chairman, Secretary and a director of Agence, Inc., a Delaware corporation. Agence, Inc. owns 125,000 shares of Series B Convertible Preferred Stock covertible into 50,000,000 shares of Common Stock. (6) Ths stock option shall become exercisable as soon as Adpad completes its contempleted reverse stock split. Page 3 of 3

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