PROVIDENCE CAPITAL II INC
S-8, EX-24.1, 2000-08-24
NON-OPERATING ESTABLISHMENTS
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CONSENT OF COUNSEL

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our consent dated April 21, 2000 appearing in the
Providence Capital II, Inc. Registration Statement on Form 10SB12G, filed
that same day. We also consent to the reference to us under the heading
"Exhibits" in such Registration Statement.

NADEAU & SIMMONS, P.C.


/s/ James R. Simmons


By:---------------------------------
   JAMES R. SIMMONS, Vice President

Providence, RI



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