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
