CONSENT IN LIEU OF SHAREHOLDERS' MEETING
                             (MAJORITY SHAREHOLDERS)
                           CENTURY LABORATORIES, INC.


Pursuant  to  DCA  8-228,  we,  the  holders of the number of shares of stock of
CENTURY LABORATORIES, INC. set forth after our signatures, and as the holders of
a  majority  of  the  outstanding  shares of the voting stock of the Corporation
entitled  to  vote  at  a  meeting  of  shareholders,  do  hereby consent to the
following  action  as approved in a resolution adopted by the Board of Directors
in  its  WRITTEN CONSENT TO ACTION WITHOUT MEETING OF CENTURY LABORATORIES, INC.
dated  August  21,  2000.  The  text  of  the  Board's  resolution  states:

RESOLVED,  that  the Certificate of Incorporation of this corporation be amended
by  changing  the  Article  thereof  numbered "FOURTH" so that, as amended, said
Article  shall  be  and  read  as  follows:

     FOURTH:     The  total  number of shares of stock which this corporation is
authorized  to  issue  is:

     Sixty-five Million (65,000,000) shares of common stock at $0.001 par value,
Ten  Million  (10,000,000)  shares  of  preferred  stock  at  $0.001  par value.

IN  WITNESS  WHEREFORE,  the  undersigned,  being  the  Majority Shareholders of
CENTURY  LABORATORIES,  INC.,  have  signed  this consent on the dates indicated
below  effective  this  21st  day  of  August  2000.

Signature                                 Date           Number  of  Shares

By:/s/_____________________________     8-21-2000            4,766,320
       Bryan  Design,  Shareholder
       By  Robert  Bryan,  Trustee

By:/s/_____________________________     8-21-2000              244,486
       Robert  Bryan,  Proxy
       For  Edwin  Mendlinger,  Shareholder