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.
