UNANIMOUS CONSENT MINUTES OF
THE BOARD OF DIRECTORS OF

NORTH SHORE CAPITAL III, INC.
February 3, 1999

     Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned, being all of the Directors of NORTH SHORE CAPITAL III, INC. do
hereby waive any and all notice that may be required to be given with respect
to a meeting of the Directors of the Corporation and do hereby unanimously
take, ratify, confirm and approve the following actions, as of February 3,
1999:

1.RESOLVED, that these Minutes of action shall constitute the record of an
Annual Meeting of the Board of Directors of NORTH SHORE CAPITAL III, INC., and
when signed by all of the Directors, the Secretary of the Corporation, or any
other proper officer, is hereby authorized to certify any of the actions
hereinafter taken of this Corporation, on the date hereof, in accordance with
the requirements established by law.

2.RESOLVED, that the following provision is hereby adopted for the purpose of
defining, limiting and regulating the powers of the Corporation and of the
directors and stockholders:

The Board of Directors of the Corporation is hereby empowered to fix the value
of and to authorize the issuance from time to time of shares of its stock of
any class, whether now or hereafter authorized, or securities convertible
into shares of its stock of any class or classes, whether now or hereafter
authorized.

3.RESOLVED, that all other actions taken by the officers of the Corporation
since the date of the last Annual Minutes of the Board of Directors are
hereby ratified, approved and confirmed.

IN WITNESS WHEREOF, the undersigned Director has evidenced his
approval of the above proceedings as of the date first above mentioned.

/s/ Gerard M. Werner
_____________________________
GERARD M. WERNER


UNANIMOUS CONSENT MINUTES OF
THE BOARD OF DIRECTORS OF

NORTH SHORE CAPITAL III, INC.
February 3, 1999

     Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned, being all of the Directors of NORTH SHORE CAPITAL III, INC. do
hereby waive any and all notice that may be required to be given with respect
to a meeting of the Directors of the Corporation and do hereby unanimously take,
ratify, confirm and approve the following actions, as of February 3, 1999:

1.RESOLVED, that these Minutes of action shall constitute the record of an
Annual Meeting of the Board of Directors of NORTH SHORE CAPITAL III, INC., and
when signed by all of the Directors, the Secretary of the Corporation, or any
other proper officer, is hereby authorized to certify any of the actions
hereinafter taken of this Corporation, on the date hereof, in accordance with
the requirements established by law.

2.RESOLVED, that the following provision is hereby adopted for the purpose of
defining, limiting and regulating the powers of the Corporation and of the
directors and stockholders:

The Board of Directors may classify or reclassify any unissued stock by
setting or changing in any one or more respects, from time to time before
issuance of such stock, the preferences, conversion or other rights, voting
powers, restrictions, limitations as to distributions, qualifications, and
terms or conditions of redemption of such stock.

3.RESOLVED, that all other actions taken by the officers of the Corporation
since the date of the last Annual Minutes of the Board of Directors are
hereby ratified, approved and confirmed.

IN WITNESS WHEREOF, the undersigned Directors has evidenced his approval
of the above proceedings as of the date first above mentioned.

/s/ Gerard M. Werner
____________________________
GERARD M. WERNER


UNANIMOUS CONSENT MINUTES OF
THE BOARD OF DIRECTORS OF

NORTH SHORE CAPITAL III, INC.
February 3, 1999

     Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned, being all of the Directors of NORTH SHORE CAPITAL III, INC. do
hereby waive any and all notice that may be required to be given with respect
to a meeting of the Directors of the Corporation and do hereby unanimously
take, ratify, confirm and approve the following actions, as of February 3, 1999:

1.RESOLVED, that these Minutes of action shall constitute the record of an
Annual Meeting of the Board of Directors of NORTH SHORE CAPITAL III, INC., and
when signed by all of the Directors, the Secretary of the Corporation, or any
other proper officer, is hereby authorized to certify any of the actions
hereinafter taken of this Corporation, on the date hereof, in accordance with
the requirements established by law.

2.RESOLVED, that the following provision is hereby adopted for the purpose of
defining, limiting and regulating the powers of the Corporation and of the
directors and stockholders:

The Corporation shall issue shares of stock of any class now or hereafter
authorized, or any securities exchangeable for, or convertible into such
shares, or warrants or other instruments evidencing rights or options to
subscribe for, or otherwise acquire such shares, only if the issuance of such
shares or such securities exchangeable for, or convertible into such shares,
or such warrants or any other instruments evidencing rights or options to
subscribe for, purchase or otherwise acquire such shares, shall be authorized
by the unanimous vote of all of the directors comprising the Board of
Directors of the Corporation.

In the event that the issuance of such shares, or such securities exchangeable
for, or convertible into such shares, or such warrants or any other
instruments evidencing rights or options to subscribe for, purchase or
otherwise acquire such shares, shall be authorized by the unanimous vote of
all of the directors comprising the Board of Directors of the Corporation, the
issuance of such shares or such securities exchangeable for, or convertible
into such shares, or such warrants or, any other instruments evidencing rights
or options to subscribe for, purchase or otherwise acquire such shares, shall
be made for such consideration as the Board of Directors of the Corporation by
the unanimous vote of all of the directors thereof shall deem advisable.

3.RESOLVED, that all other actions taken by the officers of the Corporation
since the date of the last Annual Minutes of the Board of Directors are
hereby ratified, approved and confirmed.

     IN WITNESS WHEREOF, the undersigned Director has evidenced his
approval of the above proceedings as of the date first above mentioned.


/s/ Gerard M. Werner
____________________________
GERARD M. WERNER



UNANIMOUS CONSENT MINUTES OF
THE BOARD OF DIRECTORS OF

NORTH SHORE CAPITAL III, INC.
February 3, 1999

     Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned, being all of the Directors of NORTH SHORE CAPITAL III, INC. do
hereby waive any and all notice that may be required to be given with respect
to a meeting of the Directors of the Corporation and do hereby unanimously
take, ratify, confirm and approve the following actions, as of February 3,
1999:

1.RESOLVED, that these Minutes of action shall constitute the record of an
Annual Meeting of the Board of Directors of NORTH SHORE CAPITAL III, INC., and
when signed by all of the Directors, the Secretary of the Corporation, or any
other proper officer, is hereby authorized to certify any of the actions
hereinafter taken of this Corporation, on the date hereof, in accordance with
the requirements established by law.

2.RESOLVED, that newly created directorships resulting from any increase of
the authorized number of Directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause shall be filled by a majority vote of the remaining
Directors, though less than a quorum, and the Directors so chosen shall hold
office for a term expiring at the next annual meeting of shareholders at which
a successor shall be elected and shall qualify.  The shareholders shall not
be entitled to fill a vacancy created on the Board of Directors.

3.RESOLVED, that all other actions taken by the officers of the Corporation
since the date of the last Annual Minutes of the Board of Directors are
hereby ratified, approved and confirmed.

     IN WITNESS WHEREOF, the undersigned Directors have evidenced their
approval of the above proceedings as of the date first above mentioned.

/s/ Gerard M. Werner
_________________________
GERARD M. WERNER


UNANIMOUS CONSENT MINUTES OF
THE BOARD OF DIRECTORS OF
NORTH SHORE CAPITAL III, INC.
February 3, 1999

     Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned, being all of the Directors of NORTH SHORE CAPITAL III, INC. do
hereby waive any and all notice that may be required to be given with respect
to a meeting of the Directors of the Corporation and do hereby unanimously
take, ratify, confirm and approve the following actions, as of February 3,
1999:

1.RESOLVED, that these Minutes of action shall constitute the record of an
Annual Meeting of the Board of Directors of NORTH SHORE CAPITAL III, INC., and
when signed by all of the Directors, the Secretary of the Corporation, or any
other proper officer, is hereby authorized to certify any of the actions
hereinafter taken of this Corporation, on the date hereof, in accordance with
the requirements established by law.

2.RESOLVED, that the officers shall be elected annually by the Board of
Directors at its first meeting following the annual meeting of stockholders,
except where a longer term is expressly provided in an employment contract
duly authorized and approved by the Board of Directors. In any such employment
contract, an officer may be employed for a term in excess of one year and for
so long a term as shall be determined by the Board of Directors otherwise in
accordance with the Colorado Business Corporation Act.

3.RESOLVED, that all other actions taken by the officers of the Corporation
since the date of the last Annual Minutes of the Board of Directors are
hereby ratified, approved and confirmed.

     IN WITNESS WHEREOF, the undersigned Director has evidenced his
approval of the above proceedings as of the date first above mentioned.


/s/ Gerard M. Werner

_________________________
GERARD M. WERNER


UNANIMOUS CONSENT MINUTES OF
THE BOARD OF DIRECTORS OF

NORTH SHORE CAPITAL III, INC.
February 3, 1999

     Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned, being all of the Directors of NORTH SHORE CAPITAL III, INC. do
hereby waive any and all notice that may be required to be given with respect
to a meeting of the Directors of the Corporation and do hereby unanimously
take, ratify, confirm and approve the following actions, as of February 3,
1999:

1.RESOLVED, that these Minutes of action shall constitute the record of an
Annual Meeting of the Board of Directors of NORTH SHORE CAPITAL III, INC., and
when signed by all of the Directors, the Secretary of the Corporation, or any
other proper officer, is hereby authorized to certify any of the actions
hereinafter taken of this Corporation, on the date hereof, in accordance
with the requirements established by law.

2.RESOLVED, that Members of the Board of Directors and the shareholders at any
annual or special meeting may participate in a meeting by means of a
conference telephone, videolink or similar communications equipment if all
persons participating in the meeting can hear and speak to each other at the
same time. Participation in a meeting by these means constitutes presence in
person at a meeting.

3.RESOLVED, that all other actions taken by the officers of the Corporation
since the date of the last Annual Minutes of the Board of Directors are
hereby ratified, approved and confirmed.

     IN WITNESS WHEREOF, the undersigned Director has evidenced his
approval of the above proceedings as of the date first above mentioned.



/s/ Gerard M. Werner
_________________________
GERARD M. WERNER

UNANIMOUS CONSENT MINUTES OF
THE BOARD OF DIRECTORS OF

NORTH SHORE CAPITAL III, INC.
February 3, 1999


     Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned, being all of the Directors of NORTH SHORE CAPITAL III, INC. do
hereby waive any and all notice that may be required to be given with respect
to a meeting of the Directors of the Corporation and do hereby unanimously
take, ratify, confirm and approve the following actions, as of February 3,
1999:

     WHEREAS, certain individuals have performed useful and valuable services
for and on behalf of the Corporation without remuneration, and the Board of
Directors has determined that it is in the best interest of the Corporation to
issue stock to the individuals who have performed such services for and on
behalf of the Corporation in payment for such services.

     1.RESOLVED: That the Corporation issue the following number of shares of
Common Stock to the following named person, in consideration for past
services performed by such person for and on behalf of the Corporation, as
described below, which services are deemed by the Board of Directors to have
values of not less than the amounts shown below:

Name                      Number of Shares    Consideration      Value

Gerard Werner             2,200,000           Services Rendered  $4,400.00


2.RESOLVED, that these Minutes of action shall constitute the record of an
Annual Meeting of the Board of Directors of NORTH SHORE CAPITAL III, INC., and
when signed by all of the Directors, the Secretary of the Corporation, or any
other proper officer, is hereby authorized to certify any of the actions
hereinafter taken of this Corporation, on the date hereof, in accordance with
the requirements established by law.

3.RESOLVED, that all other actions taken by the officers of the Corporation
since the date of the last Annual Minutes of the Board of Directors are
hereby ratified, approved and confirmed.

IN WITNESS WHEREOF, the undersigned Directors have evidenced their
approval of the above proceedings as of the date first above mentioned.


/s/ Gerard M. Werner

_________________________
GERARD M. WERNER