WRITTEN CONSENT TO ACTICN WITHOUT MEETING
                          OF CENTURY LABORATORIES, INC.

 BOARD OF DIRECTORS' RESOLUTION ACCEPTING DIRECTOR'S RESIGNATIONS AND APPOINTING
                               TEMPORARY DIRECTORS

Pursuant  to  Article  2  section  7  of  the  Bylaws and DCA 8-141 (f), (i) the
following  action  is  taken  and  approved by the Board of Directors of CENTURY
LABORATORIES,  INC.  by  unanimous  written  consent  as  if  a meeting had been
properly  called  and held and all the directors were present at the meeting and
voted  in  favor  of  such  action;

RESOLVED,  that the Board of Directors of CENTURY LABORATORIES, INC. does hereby
accept  EDWIN  MENDLINGER and LOUIS BIRNER'S resignation as Directors of CENTURY
LABORATORIES,  INC.  effective close of business on August 18, 2000 as stated by
aforesaid  in  their memos to the Board of Directors dated August 18, 2000.  The
Secretary  of the Corporation is hereby instructed to notify MESSRS.  MENDLINGER
and  BIRNER  that  the  Board  has  accepted  their  resignations.

RESOLVED, that ROBERT BRYAN is hereby appointed to fill the vacancy on the Board
of  Directors  created  by  Edwin  Mendlinger's  resignation  and shall serve as
Director  and  Chairman of the Board until the next annual shareholders' meeting
starting  close  of  business  August  18,  2000.


IN  WITNESS  WHEREFORE,  the  undersigned,  being  all  the DIRECTORS of CENTURY
LABORATORIES,  INC.  have  signed  this  consent  on  the dates indicated below.


Dated:  August  10,  2000



By:/s/______________________________
   DIRECTOR:  EDWIN  MENDLINGER
   CENTURY  LABORATORIES,  INC.


By:/s/______________________________
   DIRECTOR:  LOUIS  BIRNER
   CENTURY  LABORATORIES,  INC.