ARTICLES OF AMENDMENT TO
ARTICLES OF INCORPORATION (PROFIT) Form 002
Filing fee: $25.00  revised 12/28/2001
Deliver 2 copies to: Colorado Secretary of State
Business Division
1560 Broadway, Suite 200
Denver, CO 80202-5169
This document must be typed or machine printed
Please include a self-address envelope           ABOVE SPACE FOR OFFICE USE ONLY

The undersigned corporation, pursuant to (section)7-110-106, Colorado Revised
Statutes (C.R.S.), delivers these Articles of Amendment to its Articles of
Incorporation to the Colorado Secretary of State for filing, and states as
follows:

1.   The name of the corporation is:  North Shore Capital III, Inc.
     ___________________________________________________________________________
     (If changing the name of the corporation, indicate name of corporation
     BEFORE the name change)

2.   The date the following amendment(s) to the Articles of Incorporation was
     adopted: 03/01/02
     ___________________________________________________________________________

3.   The text of each amendment adopted (include attachment if additional space
     needed):  Common Stock, par value $0.001 per share, authorized 80,000,000
     ___________________________________________________________________________

     ___________________________________________________________________________

4.   If changing the corporation name, the new name of the corporation is:______

     ___________________________________________________________________________

5.   If providing for an exchange, reclassification, or cancellation of issued
     shares, provisions for implementing the amendment if not contained in the
     amendment itself:__________________________________________________________

     ___________________________________________________________________________

6.   Indicate manner in which amendment(s) was adopted (mark only one):

_____   No shares have been issued or Directors elected - Adopted by
        Incorporator(s)
_____   No shares have been issued but Directors have been elected - Adopted by
        the board of directors
_____   Shares have been issued but shareholder action was not required -
        Adopted by the board of directors
__X__   The number of votes cast for the amendment(s) by each voting group
        entitled to vote separately on the amendment(s) was sufficient for
        approval by that voting group - Adopted by the shareholders

7.   Effective date (if not to be effective upon filing)_______________________
     (Not to exceed 90 days)

8.   The address to which the Secretary of State may send a copy of this
     document upon completion of filing (or to which the Secretary of State may
     return this document if filing is refused) is: Miriam Alfonso, Esq., Broad
     and Cassel, uite 3000, Miami, FL 33131 201 S. Biscayne Blvd., S


/s/ Gerard M. Werner            Signer's Name-printed  Gerard M. Werner
-----------------------------                          -------------------------
   (individual's signature)     Signer's Title President
                                               ---------------------------------

OPTIONAL. The electronic mail and/or Internet address for this entity is/are:
e-mail
____________________________________Web site____________________________________

The Colorado Secretary of State may contact the following authorized person
regarding this document: name Miriam Alfonso, Esq. address 201 S. Biscayne Blvd,
Ste 3000, Miami, FL 33131 voice 305-373-9461 fax 305-995-6421 e-mail
malfonso@broadandcassel.com

Disclaimer: This form, and any related instructions, are not intended to provide
legal, business or tax advice, and are offered as a public service without
representation or warranty. While this form is believed to satisfy minimum legal
requirements as of its revision date, compliance with applicable law, as the
same may be amended from time to time, remains the responsibility of the user of
this form. Questions should be addressed to the user's attorney.