STOCK PURCHASE AGREEMENT



This  STOCK  PURCHASE AGREEMENT dated as of 7/3/2000 (this"AGREEMENT") is by and
between  CENTURY LABORATORIES, INC, a DELAWARE Corporation ("CLI"), the BOARD of
DIRECTORS  of CLI who hereby give their unanimous consent to this agreement (the
"BOARD"),  and ROBERT BRYAN and/or ASSIGNS ("RGB").  CLI acknowledges and agrees
that  the  terms  and provisions of this AGREEMENT, including without limitation
the  shares  of  stock  transferable  hereunder,  may  be  assigned.

CLI  was incorporated in the state of DELAWARE on June 16, 1958.  Its authorized
capital  consist  of  10,000,000  shares  of  common  stock,  par value $.0l and
1,000,000  shares  of Preferred stock par value $ 1.00. As of the effective date
of  this  AGREEMENT, CLI has issued and outstanding 5,233,694 common shares (the
"OUTSTANDING  SHARES")  (CLI  agrees  to the pre-closing retirement of 14 of the
OUTSTANDING  SHARES  which  will  then  result  in  5,233,680  shares issued and
outstanding and CLI further agrees to a post-closing 20 to 1 reverse stock split
which  will  result  in  500,000  issued and outstanding shares after the shares
issued  per  clause  1 below).  CLI has no shares of preferred stock outstanding
and  will  have  no  outstanding  options, warrants, rights or other contractual
arrangements  relating  to  the  ability  or requirement to issue any additional
shares  of  common  or  preferred  stock.

The  boards  of  Directors  of  CLI  and,  RGB deem it advisable and in the best
interests  of  the  corporation  and  shareholders  of  the corporation that RGB
acquire  securities  of  CLI in accordance with the terms and conditions of this
AGREEMENT.

1.  STOCK  PURCHASE.  The  BOARD  signing  this  agreement  give their unanimous
consent  for  approval of this AGREEMENT under the corporate law of the state of
DELAWARE,  the  Articles of Incorporation of CLI, and the By-laws of CLI. At the
closing  RGB  and  or  assigns  shall acquire  4,766,320 common shares (the "NEW
SHARES")  issued  from the company's authorized but unissued shares.  NEW SHARES
are  to  be issued pursuant to section 4(2) of the Securities Act of 1933 or any
available  exemption  from  federal  registration and Section 7309 (b((9) of the
Delaware  Securities  Act  exemption from registration in the state of DELAWARE.

2.  CONSIDERATION.  Consideration for the events outlined in paragraph (1) above
shall  be  (a)  two  hundred  thousand  and no/l00 dollars ($200,000.00) for the
4,766,320  NEW  SHARES of CLI, A $20,000 good faith non-refundable deposit shall
be made upon signing of this document.  This deposit shall be refundable if this
transaction  does not close due to an inability of CLI to meet the conditions of
this  contract.  A  consulting  agreement  will  be entered into between CLI and
Abbey  Group,  Inc.  for  consulting  services  in the amount of $200,000 at the
closing  of this transaction.  All expenses including filings and preparation of
agreements  will  be  borne  by  RGB.

(b)  items  on the due diligence list (attached) shall be provided to RGB by CLI
within  48  hours of signing this agreement.  RGB shall have the right to cancel
this  contract  without  CLI  having  any  recourse  or  claim to the balance of
$180,000  if  RGB's  due  diligence  investigation  is not satisfactory in RGB's
opinion.  In  the event however, RGB cancels this contract due to unsatisfactory
due  diligence,  the  $20,000  good  faith  deposit  shall  be  retained by CLI.

(c)  On  the Closing Date (as hereinafter defined) the Board of Directors of CLI
will  deliver:

     (i)  authorized  minutes  of  the  board  authorizing  this  transaction:
    (ii)  all  documentation  necessary  to  reflect approval of a 20 to 1 post
          closing  reverse  split;
   (iii)  the  corporate  records  of  CLI.
    (iv)  all  documentation  to  reflect  pre closing retirement of 14 shares.
     (v)  all  documentation  to reflect payment of all existing corporate debts
          and  liabilities.
    (vi)  a  proxy  from  Ed Mendlinger to vote his 244,486 pre split shares or
          post-split   equivalent  for  the  following   shareholder  votes  by
          written consent:

       a)  20  to  1  reverse  split
       b)  authorization to change capital structure to 65,000,000 common shares
           par value  $.001  and  10,000,000  preferred shares par value  $.001.
       c)  issuance  of  40,000  additional  shares  post  split.

(X)  all  documentation  to  reflect  resignations  of all existing management (
officers  and  directors  )  and  appointment  of  new management per clause 12.
(Xii)  Certificate  of  good  standing  from  the  State  of  Delaware.

(d)  The  CLI  SHARES  shall  be  issued  in  certificates in form and substance
satisfactory  to  RGB.

3.  CLOSING  DATE:  PLACE  OF  CLOSING; The CLOSING DATE shall be____/____/2000.

The  CL0SING  DATE  Can be changed by mutual agreement but in no event shall the
CLOSING  DATE  extend  beyond  20  days from the date of signing this agreement.
PLACE  OF  CLOSING shall be the offices ARTFIELD INVESTMENTS 15301 Ventura Blvd.
#300,  Sherman  Oaks,  CA  91403,

4.  DELIVERY  OF  CLI SHARES, On or before the CLOSING DATE, CLI will have ready
for  delivery  certificates  representing the CLI SHARES duly endorsed, together
with  appropriate stock powers, so as to make RGB and or assigns the sole owners
thereof,  free  and clear of all liens, claims, and encumbrances. Delivery to be
made  at  such  place  as  to  be  determined  by  parties.

5.  REPRESENTATIONS  OF  CLI:

     (a)  As of the CLOSING DATE, the 4,788,320 Shares of CLI common stock to be
delivered  to RGB will constitute duly and validly issued shares of CLI, and are
fully  paid  and nonassesable, and will be legally equivalent in all respects to
the  common  stock  issued  and  outstanding  as  of  the  date  thereof.

     (b)  The  Officers  of CLI have the power and the authority to execute this
Agreement  and  to  perform  the  obligations  contemplated  hereby:

     (c)  on  the  CLOSING  DATE or such other date as agreed, management of CLI
will deliver to RGB Audited Financial statements as of 5/31/00 of CLI (the "Year
End Financial Statements") and as of 6/30/00 (unaudited) (the "Interim Financial
Statements" and the statement of income (loss), stockholders' equity and changes
in  financial  condition  for the periods then ended as filed on forms 10KSB and
10Q  with  the  U.S.  Securities and Exchange Commission All statements shall be
done  to  GAAP  standards.

     (d)  From  and  after the date hereof there will not have been and prior to
the CLOSING DATE there will not be any material adverse changes in the financial
position  of CLI as set forth in the Financial Statements except changes arising
in  the  ordinary  course  of  business:

     (e)  CLI  is  not  and  as  of the CLOSING DATE will not be involved in any
pending  litigation  not  in  the  ordinary  course  of business or governmental
investigation  or  proceeding  not  reflected  in  the  Financial  Statements or
otherwise  disclosed  in writing to DBI and to the knowledge of the Shareholders
no  litigation  or  governmental investigation or proceeding beyond the ordinary
course  of  business  is  threatened  against  CLI:

     (f)  As  of  the  CLOSING  DATE, CLI will be in good standing as a DELAWARE
corporation;

     (g)  The  authorized  capital stock of CLI consists of 10,000,000 shares of
common  stock,  par value $.01 and 1,000,000 shares of preferred stock par value
$1.00.  As of the CLOSING CLI will have issued and outstanding 10,000,000 common
shares.  CLI  has  no  shares  of  preferred  stock  outstanding. No shares have
otherwise  been  registered  under  state  or federal securities laws. As of the
CLOSING  DATE,  all  of the issued and outstanding shares of common stock of CLI
are validly issued, fully paid and non-assessable and they are not and as of the
CLOSING  DATE there will not be outstanding any other warrants, options or other
agreements  on  the part of CLI obligating CLI to issue any additional shares of
common  or  preferred  stock  or  any  of  its  securities  of  any  kind;

     (h)  CLI's  representations  that:

          (i) All requisite corporate and other authorizations for the execution
of  the  agreement  and  performance  thereof  have  been  obtained.

          (ii)  Except  as  otherwise  disclosed  there is no pending threatened
litigation  or  other  legal  actions,  proceedings  or  investigations.

          (iii)  The  authorized  capital  of  the stock is as set forth in this
Agreement,  and  all  outstanding shares are duly authorized, validly issued and
fully  paid.

          (iv)  The  Company  has  complied with all filing requirements for the
Securities  and  Exchange  Commission.

          (v)  That  all  prior  actions  of  the corporation in connection with
filings,  have  conformed  to  applicable  state  and  federal  law.

     (h)  Neither  the  execution  and  delivery  of  the  AGREEMENT  nor  the
consummation  of the transactions contemplated hereby will violate any provision
of  the  Articles of Incorporation or Bylaws of CLI; will violate, conflict with
or  result  in  the  breach  or termination of or otherwise give any contracting
party  the  right  to  terminate  or constitute a default under the terms of any
agreement or instrument to which  CLI is a party or by which any of its property
or  assets  may  be  bound;  will  result in the creation of any lien, charge or
encumbrance  upon  the  properties  or assets of CLI, will violate any judgment,
order,  injunction,  decree  or  award  against  or binding upon CLI or upon its
securities,  property  or  business:

     (i)  CLI is registered under Section 12(g) of the 1934 Act and is currently
trading  on  the  NQB  PINK  SHEETS  under  the  symbol  at  CNLB.

     (6)  CONDITIONS PRECEDENT TO THE OBLIGATIONS OF CLI: All obligations of CLI
and  CLI BOARD OF DIRECTORS; under this agreement are subject to the fulfillment
prior  to  or  as  of  the  closing  date,  of each of the following conditions:

     (a)  The  representations and warranties by RGB contained in this agreement
or  in  any  certificate or document delivered to CLI pursuant to the provisions
hereof  shall  be  true and at the time of closing as though such representation
and  warranties  were  made  at  and  as  of  such  time.

     (b)  RGB  shall have performed and complied with all covenants, agreements.
and conditions required by this agreement to be performed or complied with by it
prior  to  or  at  closing;

     (c) Except as referred to herein, RGB knows of (a) no actions suit or other
legal proceedings or investigations pending or threatened against or relating to
or  materially  adversely  affecting  RGB;

7.    CONDITIONS  PRECEDENT  TO  THE  OBLIGATIONS OF RGB: All obligations of RGB
under  this  agreement  are  subject  to  the  fulfillment prior to or as of the
closing  date,  of  each  of  the  following  conditions

     (a) The representation and warranties by CLI contained in this agreement or
in  any  certificate  or  document  delivered  to RGB pursuant to the provisions
hereof  shall  be  true  at  and  as  of  the  time  of  closing  as though such
representations  and  warranties  were  made  at  and  as  of  such  time.

     (b)  CLI  and CLI BOARD OF DIRECTORS shall have performed and complied with
all  covenants,  agreements,  and  conditions  required  by this agreement to be
performed  or  complied  with  by  it  prior  to  or  at  closing.

     (c)  CLI  shall  have  delivered  to  RGB  evidence  to  the  effect  that:

          (i)  CLI is a corporation duly organized, validly existing and in good
standing  under  the  laws  of  the  state  of  DELAWARE;

          (ii) CLI has the corporate power to carry on its business as now being
conducted;

          (iii)  This Agreement has been duly authorized, executed and delivered
by  CLI  and  is  a  valid  and  binding  obligation  of  CLI and enforceable in
accordance  with  its  terms;

          (iv) CLI through its Board of Directors has taken all corporate action
necessary  to  authorize  the  execution,  delivery  and  performance  of  this
agreement;  and  all  corporate  action  necessary  to be in compliance with the
statutory  requirements  of  the  state  of  DELAWARE.

          (v)  The  documents  executed and delivered to RGB hereunder are valid
and  binding  in  accordance  with the terms and vest in RGB all right title and
interest  in and to the stock of CLI and said stock when issued shall be validly
issued,  fully  paid  and  non-assessable.

          (vi) Except as referred to herein, CLI knows of (a) no actions suit or
other  legal  proceedings  or  investigations  pending  or threatened against or
relating  to  or  materially  adversely  affecting  CLI:  and (b) no unsatisfied
judgments  against  CLI:

     (D)  CLI shall have cancelled any and all outstanding warrants and options.

8.  PROHIBITED ACTS. CLI agrees not to do any of the following acts prior to the
CLOSING  DATE,  and  the  CLI BOARD OF DIRECTORS agree that prior to the CLOSING
DATE  they  will  not  request  or  permit  CLI to do any of the following acts;

     (a)  Declare  or  pay  any dividends or other distributions on its stock or
purchase  or  redeem  any  of  its  stock;  or
     (b) Issue any stock or other securities, including any rights or options to
purchase or otherwise acquire any of its stock, and shall not issue any notes or
any  other  evidences  of  indebtedness.

9.  INDEMNIFICATION:  Within the period in paragraph 11 herein and in accordance
with  the terms of that paragraph, each party to this agreement, shall indemnify
and  hold  harmless  each other party all times after the date of this agreement
against  and  in  respect  of  any liability, damage or deficiency, all actions,
suits,  proceedings,  demands,  assessments,  judgments,  costs  and  expenses
including  attorney's  fees  incident  to  any  of the foregoing, resulting from
misrepresentations,  breach  of  covenant  of  warranty or nonfulfillment of any
agreement  on  the  part  of  such  party  under  this  agreement  or  from  any
misrepresentations  in  or  omission  from  any  certificate  furnished or to be
furnished  to  a  party  hereunder.  Subject  to the terms of this agreement the
defaulting  party  shall  reimburse the other party or parties on demand for any
payment  made  by  said parties at any time after the closing, in respect of any
liabilities  or  claim  to  which  the  foregoing  indemnity  relates.

10.  NATURE AND SURVIVAL OF REPRESENTATIONS: All representations, warranties and
covenants  made  by  any  party  in  this  agreement  shall  survive the closing
hereunder  for  so  long  as  the applicable statute of limitations shall remain
open. Each of the parties hereto is executing and carrying out the provisions of
this  agreement  in  reliance  solely  on  the  representations,  warranties and
covenants  and  agreements  contained in this agreement or at the closing of the
transactions  herein  provided for and not upon any investigation which it might
have  made  or any representations, warranty, agreement, promise or information,
written  or  oral,  made  by  the  other party or any other person other than as
specifically  set  forth  herein.

11.  RESIGNATIONS  AND  APPOINTMENT  OF  OFFICERS  AND  DIRECTORS.

     (a)  Upon  the closing date the officers and directors of CLI shall become:

     DIRECTORS          (1)  ROBERT  BRYAN

     PRESIDENT:          ROBERT  BRYAN
     VICE  PRESIDENT:    ROBERT  BRYAN
     SECRETARY:          ROBERT  BRYAN
     TREASURER:          ROBERT  BRYAN

12.  NOTICES:  Any  notices  which any of the parties hereto may desire to serve
upon  any  of  the  parties hereto shall be in writing and shall be conclusively
deemed  to  have been received by the parties at its address, if mailed, postage
prepaid,  United  States  mail,  registered,  return  receipt  requested, to the
following  addresses:


If  to  current  CLI  management  or  the  CLI  BOARD  OF  DIRECTORS:
EDWIN  MENDLINGER,  President
160  East  55th  St,  #  12F
NY,  NY  10021


If  to  RGB:

ROBERT  BRYAN
P.O.  Box  3586
Santa  Rosa,  CA  95402

13.  POST  CLOSING COVENANTS. a) RGB's counsel's shall prepare and file Form 8-K
with  the  SEC concerning the change of control transaction with the approval of
the  present  Board.  b) Upon closing current management shall be issued 250,000
post  split  common  shares  under  Section  4  (2).

14.  POST  CLOSING COVENANTS: a) RGB's counsel's shall prepare and file Form 8-K
with  the  SEC concerning the change of control transaction with the approval of
the  present  Board.  b) Upon closing current management shall be issued 250,000
post  split  common  shares  under  Section  4  (2).

15.  SUCCESSORS This agreement shall be binding upon and inure to the benefit of
the  heirs,  personal  representatives  and  successors  and assigns of parties.

16.  CHOICE  OF LAW This AGREEMENT shall be construed and enforced in accordance
with  the  laws  of  the  State  of  DELAWARE.

17.  COUNTERPARTS.  This AGREEMENT may be signed in one or more counterparts all
of  which  taken  together  shall  constitute  an  entire  agreement.

18.  MISCELLANEOUS:

     (a)  Further  Assurance:  At  any  time,  and  from time to time, after the
effective  date,  each  party  will execute such additional instruments and take
such  action  as  may  be  reasonably requested by the other party to confirm or
perfect  title  to  any property transferred hereunder or otherwise to carry out
the  intent  and  purposes  of  this  agreement.

     (b)  Waiver: Any failure on the part of any party hereto to comply with any
of  its obligations, agreements or conditions hereunder may be waived in writing
by  the  party  to  whom  such  compliance  is  owed.

     (c)  Time:  Time  is  of  the  essence.

     (d)  Severability:  If  any  part  of  this  agreement  is  deemed  to  be
unenforceable,  the  balance  of  the  agreement  shall remain in full force and
effect.

<PAGE>

IN  WITNESS  WHEREOF,  THE PARTIES HERETO HAVE EXECUTED THIS agreement as of the
date  first  above  written.

CENTURY  LABORATORIES,  INC.
a  DELAWARE  Corporation.

By:/s/______________________________
   EDWIN  MENDLINGER,  PRESIDENT

By:/s/______________________________
   LOUIS  BIRNER,  SECRETARY

By:________________________________
   ED  MENDLINGER,  DIRECTOR

By:/s/______________________________
   LOUIS  BIRNER,  DIRECTOR


RGB

By:________________________________
   ROBERT  BRYAN