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                                                                   Exhibit 99.2



                         CENTURY BUSINESS SERVICES, INC.

                             SECRETARY'S CERTIFICATE

         I, Barbara A. Rutigliano, hereby certify that I am the duly elected and
incumbent Corporate Secretary of Century Business Services, Inc., a Delaware
corporation (the "Company"), and that, as such, I am authorized to execute and
deliver this certificate on behalf of the Company, and do hereby certify as
follows:

         The Board of Directors of Century Business Services, Inc. on February
         29, 2000 duly adopted a certain resolution to further amend the Amended
         and Restated 1996 Employee Stock Option Plan (the "Plan"), to add
         3,000,000 options to the Plan and reserve 3,000,000 shares of stock for
         issuance upon exercise of such options to bring the total number of
         options available under the Plan to 10,000,000; and

         Section 4. of the Plan, GRANTING OF OPTIONS, has therefore been amended
         to read as follows:

          "Options under which a total of not in excess of 10,000,000 shares of
          the $.01 par value common stock of the Company ("Common Stock") may be
          purchased from the Company, subject to adjustment as provided in
          Section 10. In the event that an option expires or is terminated,
          canceled or unexercised as to any shares, such released shares may
          again be optioned (including a grant in substitution for a canceled
          option). Shares subject to options may be made available from unissued
          or reacquired shares of Common Stock. Nothing contained in the Plan or
          in any option granted pursuant thereto shall confer upon any Optionee
          any right to be continued in the employment of the Company or as a
          director or consultant to the Company, or interfere in any way with
          the right of the Company to terminate his employment or consulting
          relationship at any time."

          Such resolutions are in full force and effect and have not been
          amended or modified as of the date hereof.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Company's seal
this 11th day of May, 2000.


[SEAL]

                                            CENTURY BUSINESS SERVICES, INC.


                                            By:      /s/ Barbara A. Rutigliano
                                                  ----------------------------
                                                     Barbara A. Rutigliano
                                                     Corporate Secretary