EXHIBIT 99.2

                     RESOLUTION OF THE BOARD OF DIRECTORS OF
                     CLEMENTS CITRUS SALES OF FLORIDA, INC.
                              a Florida Corporation

DATE:       April 18, 2000

MANNER:     TELEPHONE

REASON:     To approve and ratify a new fiscal year end of March 31, effective
            immediately.

ACTION:     Motion by Joseph Rizzuti, CFO and a Director of the Company and
            seconded by Henry T. Clements, the President of the Company to
            approve and ratify a new fiscal year end of March 31, effective
            immediately.

         That the Company will take all steps  necessary in  furtherance  of the
enactment of the preceding provisions.

         This  is  to  certify  that  the   undersigned   are  duly   authorized
representatives  of the Board of Directors of Clements  Citrus Sales of Florida,
Inc., a Florida  corporation and that the foregoing  Resolution was duly adopted
on this 18th day of April, 2000.



/s/ Joseph Rizzuti
- ---------------------------------
Joseph Rizzuti, CFO and Director