EXHIBIT 10.26

            THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
          OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED OR ASSIGNED
             FOR VALUE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
          STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
             (THE "SECURITIES ACT") OR PURSUANT TO AN EXEMPTION FROM
                                SUCH REGISTRATION

                                  COMMON STOCK                      Warrants
                                                                      50,000

                          PURCHASE WARRANT CERTIFICATE

                         WASTE CONVERSION SYSTEMS, INC.

                             (A Nevada Corporation)

         THIS WARRANT  CERTIFICATE  (this  "Warrant")  certifies  that Water-Jel
Technologies, inc. (the "Holder") is entitled to purchase up to 50,000 shares of
Common  Stock of WASTE  CONVERSION  SYSTEMS,  Inc.,  a Nevada  corporation  (the
"Company"), subject to the terms and conditions hereinafter set forth.

1.       The Company has filed a  registration  statement on Form SB-2 (SEC File
No.  33-6299O)  ("Registration  Statement")  with the  Securities  and  Exchange
Commission  pursuant  to the  Securities  Act of 1933,  as  amended,  covering a
prospective public offering of Units of the Company's  securities.  Each Unit is
comprised  on two shares of the  Company's  common  stock and one  Common  Stock
Purchase  Warrant  ("Public  Warrant").  All of the terms and  conditions of the
Public Warrant, as set forth and described in the Registration  Statement on the
date that the Registration Statement is declared effective by the Securities and
Exchange  Commission,  are hereby  incorporated  by this reference as a specific
part of this  Warrant  and,  thereby,  shall  constitute  all of the  terms  and
conditions of this Warrant.

2.       (a) This  Warrant and the Common  Stock is issuable on exercise of this
Warrant  (the  "Underlying  Shares")  may  be  transferred,  sold,  assigned  or
hypothecated, only if registered by the Company under the Securities Act of 1933
or if the Company has received from counsel to the Company a written  opinion to
the  effect  that  registration  of the  Warrant  or  Underlying  Shares  is not
necessary in connection with such transfer,  sale,  assignment or hypothecation.
The  Underlying   Shares  shall  be  appropriately   legended  to  reflect  this
restriction and stop transfer instructions shall apply.

         (b) This  Warrant  may be signed by Holder,  subject  to the  Company's
prior  written  consent,  which shall be effected by the Holder by (i) executing
the form of  assignment  attached  hereto;  (ii)  surrendering  the  Warrant for
cancellation at the office or agency of the Company;

<PAGE>

and (iii) unless in connection  with an effective  registration  statement which
covers the sale of this Warrant  and/or the Underlying  Shares,  delivery to the
Company of a statement  by the Holder (in a form  acceptable  to the Company and
its counsel)  that such Warrant is being  acquired by the Holder's  assignee for
investment  and not with a view to its  distribution  or resale;  whereupon  the
Company shall issue, in the name or names specified by the Holder (including the
Holder) a new Warrant(s) representing,  in the aggregate, rights to purchase the
same number of shares as are purchasable under the surrendered Warrant. The term
"Holder" shall be deemed to include any permitted  assignee/transferee holder of
this Warrant. Any Warrants assigned shall be subject to all of the provisions of
this Warrant.

3.       The Company  covenants and agrees that all shares of Common Stock which
may be issued upon  exercise  hereof will,  upon  issuance,  be duly and validly
issued,  fully paid and  non-assessable and no personal liability will attach to
the holder thereof.  The Company further  covenants and agrees that,  during the
periods  within  which this  Warrant may be  exercised,  the Company will at all
times have authorized and reserved a sufficient number of shares of Common Stock
for issuance upon exercise of this Warrant and all other Warrants

4.       The Company shall register the Underlying Shares under the Registration
Statement  and the Company shall bear all costs and expenses of the inclusion of
the  Underlying  Shares in the  Registration  Statement;  (except  for any sales
commissions or professional  fees,  including  attorneys fees,  which Holder may
incur in  connection  with the offer  and sale of the  Underlying  Shares).  The
Underlying  Shares may hot be sold pursuant to the Registration  Statement for a
period of six months from the effective  date thereof  without the prior written
consent of the underwriter of the Units covered by the  Registration  Statement.
In connection with the inclusion of the  Registration  Statement and the sale of
the Underlying Shares, Holder shall comply with all applicable provisions of the
federal and state  securities  laws and otherwise  cooperate with the Company to
assure compliance with such laws.

5.       This Warrant shall not entitle the Holder to any voting rights or other
rights as a stockholder of the Company.

6.       This Warrant shall be governed by and construed in accordance  with the
internal laws of the State of Nevada.

         IN WITNESS  WHEREOF,  Waste  Conversion  Systems,  Inc. has caused this
Warrant to be signed by its duly  authorized  officer and to be  effective as of
November 24, 1993.
------------------
                                                  WASTE CONVERSION SYSTEMS, INC.


                                                            By: /s/James Woodley
                                                               -----------------
                                                               James Woodley
                                                               Secretary



                                        2


<PAGE>


                                  PURCHASE FORM


                  (To be signed only upon exercise of Warrant)


            The undersigned, the holder of the foregoing Warrant, hereby
irrevocably elects to exercise the purchase rights represented by such Warrant
for, and to purchase thereunder, _________ shares of $.01 par value common stock
of Waste Conversion Systems, Inc. and herewith makes payment of $____________
thereof, and requests that the certificates for shares of Common Stock be issued
in the name(s) of, and delivered to _________________________, whose
address(es) is (are)
                     ----------------------------------------------------------.


Dated:                              , 19  .
       -----------------------------    --




                                                     ---------------------------

                                                     ---------------------------

                                                     ---------------------------
                                                     Address


<PAGE>


                                      NOTE

$50,000                                                      Englewood, Colorado
                                                               November 19, 1993

         For  value  received,   Waste  Conversion   Systems,   Inc.,  a  Nevada
corporation  (the  "Company"),  hereby promises to pay to the order of Water-Jel
Technologies,  Inc.  ("Holder") at 243 Veterans Blvd.,  Car1stadt,  NJ 07072 the
Principal  Amount of $50,000,  together with interest  which shall accrue at the
rate of 6% per annum on the unpaid  balance of the Principal  Amount until paid.
Interest shall accrue after maturity at the rate of 10% per annum.

                  The Principal Amount, together with accrued interest, shall be
due six months from the date hereof or 24 hours after the date of the  Company's
receipt of net proceeds from the public  offering of its  securities  covered by
Registration  Statement  (SEC File No.  33-62990),  whichever  event shall occur
first;  provided,  however,  the entire Principal Amount,  together with accrued
interest,  shall be  immediately  due and  payable  to  Holder  in the event the
Company  shall  suspend or  discontinue  doing  business for any reason,  become
insolvent,  call a meeting of creditors,  have a creditor's committee appointed,
make a general assignment for the benefit of creditors or shall admit in writing
its  inability  to pay its debts as they  become due or shall  Commence or shall
have  commenced  against it any action or proceeding for relief under the United
States  Bankruptcy  Code  or  any  reorganization,   arrangement,   composition,
readjustment, liquidation, dissolution or similar relief under the United States
Bankruptcy  Code or any other  present or future  statute,  law or regulation or
shall file any answer  admitting or not contesting the allegations of a petition
filed against it in any such proceeding or shall seek or consent to or acquiesce
in the appointment of any trustee, receiver or liquidator of the Company, or all
or any part of its properties or assets.

         All payments  hereunder  shall be made to the Holder at its address set
forth  above  or at such  other  place  as  Holder  shall  from  time to time to
designate to the Company in writing.

         This Note may be prepaid by the Company at any time, without premium or
penalty,  provided  that all accrued  interest  shall be paid together with each
such prepayment.

Any and all notices or other  communications  required or  permitted to be given
under any of the provisions of this Note shall be in writing and shall be deemed
to have been duly  given  when  personally  delivered  or mailed by first  class
certified  mail,  return  receipt  requested,  addressed to the parties at their
current  address (or at such other address as any party may specify by notice to
all other parties given as aforesaid).


<PAGE>


This  Note was  issued  in the  State of  Colorado,  shall  be  governed  by and
construed in  accordance  with the laws of the State of Colorado  applicable  to
contracts made and to be performed therein. The federal and state courts sitting
in the City of Denver, Colorado shall have exclusive jurisdiction on all matters
relating to this Note.

         The  Holder  of this  Note  shall be  entitled  to  recover  reasonable
attorney's fees and other costs of collecting this Note.

                                                 WASTE CONVERSION SYSTEMS, INC.


                                                  By:  /s/
                                                     ---------------------------



<PAGE>
                                                               November 24, 1993



         Yitz Grossman
         Water Gel Techno1ogies
         243 Veterans Boulevard
         Carlstadt, New Jersey 07072

            Re:   Waste Conversion Systems, Inc.

         Dear Yitz:

         Pursuant to the  instructions  which I have  received from Stan Abrams,
President  of Waste  Conversion  Systems,  Inc.,  enclosed  are the Common Stock
Purchase Warrants and Promissory Notes for each of the parties named below. Each
warrant covers 50,000 shares and each note is for $50,000 principal amount.

                           Sara Leifer
                           Dogwood Lane
                           Lawrence, New York 11559

                           Martin Chopp
                           1129 East 22nd Street
                           Brooklyn, New York 11210

                           Jeffrey Rubin
                           152 East 9th Street
                           Lakewood, New Jersey 08701


         Also attached to each  warrant/note  package is a form of  subscription
agreement and Selling Shareholder  Questionnaire,  which are to be completed and
signed by each of the named  parties and  returned  directly to me as quickly as
possible.  The subscription  agreement and  questionnaire are a part of our "due
diligence"   procedures   required  for  inclusion  of  the  warrants  in  Waste
Conversion's Registration Statement pertaining to its public unit offering.

         It is my  further  understanding  that  you  will  be  responsible  for
delivery of the  warrants and the  promissory  notes to the  respective  parties
together  with  the  required  forms  of  subscription  agreements  and  selling
stockholder: questionnaires which they are to complete, sign and return to me.



         Yitz Grossman
         Page Two

                  Thank you again for your assistance and cooperation.

                                                Sincerely,

                                                   John G. Herbert

         JGH/ck
         enclosures
         cc:Stan Abrams, President (w/encl.)
         Waste Conversion Systems, Inc.