EXHIBIT 10.25

                              CERTIFIED RESOLUTIONS


         James  Woodley  does  hereby  certify  and  affirm  that he is the duly
elected  and  acting  Secretary  of Waste  Conversion  Systems,  Inc.,  a Nevada
corporation,  and that the  resolutions  set forth  below are true and  accurate
resolutions duly adopted by the Board of Directors of Waste Conversion  Systems,
Inc. at a meeting of the Board of  Directors  duly called and convened on August
31, 1994, and that said resolutions are in full force and effect as stated below
as of the date hereof.

         RESOLVED, that in consideration of the loan from Jules Nordlicht to the
         Company to complete the Company's Yuma County,  Colorado Project in the
         amount of $125,000 be and the same is approved and  authorized;  and in
         connection therewith,  the Company's officers are hereby authorized and
         empowered to execute and deliver the Company's secured  promissory note
         in the principal  amount of $125,000 to Jules Nordlicht  evidencing the
         subject indebtedness together with an appropriate  assignment of Escrow
         Account No. 10-6970-4 to the extent of the  indebtedness.  In addition,
         150,000  shares of the  Company's  restricted  common  stock are hereby
         authorized for issuance to Jules Nordlicht as further consideration for
         his loan to the Company, which shares, Mr. Nordlicht has agreed that he
         is  acquiring  for  investment  purposes  and not  with  any  view to a
         distribution thereof. A copy of the promissory note to be issued to Mr.
         Nordlicht  and  the  subject   assignment  to  the  Yuma  County  Waste
         Conversion  Escrow  Account  shall be  attached  to the minutes of this
         meeting and incorporated herein as a part hereof by this reference; and
         be it

         RESOLVED,  that in  consideration  of the loan from Stan  Abrams to the
         Company  to  complete  the Yuma  County,  Colorado  Project  is  hereby
         approved and  authorized;  and in connection  therewith,  the Company's
         officers are hereby authorized and empowered to execute and deliver the
         Company's  secured  promissory note in the principal amount of $125,000
         the subject  indebtedness  together with an  appropriate  assignment of
         Escrow  Account No.  10-6970-4  to the extent of the  indebtedness.  In
         addition,  150,000 shares of the Company's  restricted common stock are
         hereby authorized for issuance to Stan Abrams as further  consideration
         for his  loan to the  Company,  which  shares  are to be  acquired  for
         investment purposes and not with any view to a distribution  thereof. A
         copy of the promissory note to be issued and the subject  assignment to
         the Yuma County Waste  Conversion  Escrow  Account shall be attached to
         the minutes of this meeting and incorporated herein as a part hereof by
         this reference; and be it

         FURTHER  RESOLVED,  that  legal  counsel  to  the  Cornpany  is  hereby
         authorized  to  instruct  the  Company's   transfer   agent,   American
         Securities Transfer, Inc., to issue the 150,000 shares of common stock,
         as authorized herein, in the name of Jules Nordlicht and 150,000 shares
         of common stock, as authorized herein, in the name of Stan Abrams, each
         of whom have  acknowledged  to the Company that they are  acquiring the
         subject  shares  for  investment  purposes  and not  with  any  present
         intention of making a distribution thereof.

WCMI/MN8314


<PAGE>

         In  addition  to Mr.  Abrams'  position  as an  officer,  director  and
         principal   shareholder   of  the   Company,   Jules   Nordlicht  is  a
         sophisticated  financial investor,  who is able to bear the risk of his
         investment and has been presented with all  information  concerning the
         Company, its history,  business and condition (financial and otherwise)
         he has requested.  The foregoing  shares  authorized  herein to Messrs.
         Nordlicht  and Abrams are being issued by the Company in reliance  upon
         an exemption from the  registration  requirements of the Securities Act
         of  1933,  as  amended,  and in  connection  therewith,  the  following
         restrictions  shall be noted  upon the  certificate(s)  evidencing  the
         150,000 shares to Mr. Nordlicht and the 150,000 shares to Mr. Abrams:

                  The  shares  represented  by this  Certificate  have  not been
                  registered  under the  Securities Act of 1933, as amended (the
                  "Act"),  and are  "restricted  securities,"  as  that  term is
                  defined  in Rule 144  under  the Act.  The  shares  may not be
                  offered  for  sale,  sold,  or  otherwise  transferred  except
                  pursuant to an effective Registration Statement under the Act,
                  or pursuant to an exemption from  registration  under the Act,
                  the  availability  of  which  is  to  be  established  to  the
                  satisfaction of the Company.

         AND BE IT FURTHER RESOLVED, that the proper officers of the Company are
         hereby  authorized and empowered to execute such  promissory  notes and
         assignments  from the stated escrow account in favor of Jules Nordlicht
         and in the case of Mr. Abrams, to Pine Tree Financial Partners, Ltd.

         FURTHER  RESOLVED,   that  the  officers  of  the  Company  are  hereby
         authorized  and  empowered  to  undertake  such actions to execute such
         documents  as  may  be  necessary  or  desirable  to   facilitate   the
         implementation of the resolutions adopted; and be it

         FURTHER  RESOLVED,  that  the  resolutions  adopted  by  the  Board  of
         Directors at this meeting may be certified by any proper officer of the
         Company as having been duly adopted by the Board of Directors on August
         31, 1994 at a meeting of the Board of  Directors  of the  Company  duly
         called and convened.


Dated: October 13, 1994
       ----------------


                                                               /s/ James Woodley
                                                               -----------------
                                                               James Woodley
                                                               Secretary



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WCSI/MN8314