UNANIMOUS WRITTEN CONSENT WITHOUT A MEETING OF
THE BOARD OF DIRECTORS
OF
CENTURY LABORATORIES, INC.
The undersigned, being all the directors of Century Laboratories, Inc., a
Delaware (the "Corporation"), hereby consents to the adoption of the following
resolution by written consent without a meeting this 27th day of November 2000,
Pursuant to the Delaware Revised Statutes;
WHEREAS, the Corporation believes that it is in the Corporation's best
interest to enact a 20 to 1 reverse split of all of the Corporation's
outstanding and issued stock, effective on the date of this Resolution. The
Corporation believes that it is necessary to effectuate this reverse split in
order to avoid the continued depression of the Corporation's stock price and, in
order to secure financing which must be obtained for the Corporation to continue
to exist as a going concern. As of November 27, 2000, the Corporation has
10,000,000 shares issued and outstanding. As a result of the 20:1 reverse split,
the Company now has 500,000 shares issued and outstanding.
THEREFORE, BE IT RESOLVED, that the Corporation enact a 20 to 1 reverse
split of all of the Corporation's outstanding and issued stock, effective on the
date of this Resolution; and
BE IT FURTHER RESOLVED, that the Corporation's President and Secretary,
Robert Bryan, send a conformed copy of this Resolution to the Corporation's
transfer agent, Signature Stock Transfer; and
BE IT FURTHER RESOLVED; that the directors of this Corporation are
empowered and directed, in the name of and on behalf of this Corporation, to
execute and sign this resolution; and the officers of this Corporation are
empowered and directed in the name of and on behalf of this Corporation to
execute and deliver all documents, to make all payments, and to perform and
other act as may be necessary from time to time to carry out the purposes and
intent of these resolutions. All such acts and doings of the officers of this
Corporation consistent with the purpose of this resolution is hereby authorized,
approved, ratified and confirmed in all respects.
Dated: November 30, 2000
By:/s/____________________________
Robert Bryan, President, Secretary and Director
