EXHIBIT 10.24

                         CERTIFIED CORPORATE RESOLUTIONS

         James  Woodley  does  hereby  certify  and  affirm  that he is the duly
elected and acting  Secretary  of Waste  Conversion  Systems,  Inc. 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 November 24, 1993, and that said
resolutions are in full force and effect as stated below as of the date hereof.

         AND BE IT FURTHER RESOLVED,  that in further consideration of the above
         authorized loans to the Company, 100,000 shares of the Company's common
         stock is hereby  authorized for issuance to Mr. Yitz Grossman,  who has
         agreed to acquire the shares for investment purposes only and without a
         view to  making  a  redistribution  thereof;  and  said  shares  may be
         transferred,  sold,  assigned or hypothecated only if registered by the
         Company  under the  Securities  Act of 1933 or the Company has received
         from  counsel  to the  Company a written  opinion  to the  effect  that
         registration  of the shares is not  necessary in  connection  with such
         transfer,  sale,  assignment or  hypothecation.  The shares,  as herein
         authorized,  shall bear the following restrictive legend to reflect the
         foregoing restrictions and stop transfer instructions shall apply:

                  "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 100,000  shares of the Company's
         common  stock  as  hereinabove  authorized  for  issuance  to Mr.  Yitz
         Grossman,  shall be included for purposes of their public resale in the
         Company's Registration Statement, SEC File No. 33-62990, subject to the
         express  condition that the  underwriter of the Public Units covered by
         the said Registration Statement does not object to the inclusion of the
         100,000  shares in the  registration  Statement.  In the event that the
         underwriter  does object to the  inclusion  of Mr.  Grossman's  100,000
         shares in the  Registration  Statement,  the Company shall include said
         shares in any future registration  statement which the Company may file
         with  respect to a public  offering of its  securities  pursuant to the
         Securities  Act  of  1933,  as  amended;   exclusive,   however,  of  a
         Registration  Statement on Form S-4 or S-8 or successor  form  thereto;
         and be it

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         FURTHER RESOLVED, that American Securities Transfer, Inc., the transfer
         agent of the  Company's  common  stock,  shall be notified by the roper
         officers of the Company's legal counsel,  to issue the above authorized
         100,000  shares in the name of Yitz  Grossman,  whose  address  is: c/o
         Water-Gel  Technologies,  243  Veterans  Blvd.,  Carlstadt,  New Jersey
         07072; and be it

         FURTHER  RESOLVED,   that  the  officers  of  the  Company  are  hereby
         authorized  and empowered to undertake such actions and to execute such
         documents as may be necessary or desirable to facilitate implementation
         of the resolutions adopted herein; 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
         November 24, 1993 at a meeting of the Board of Directors of the Company
         duly called and convened.


Date: November 25, 1993
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                                                    /s/ James Woodley, Secretary
                                                  ------------------------------
                                                  James Woodley, Secretary
                                                  Waste Conversion Systems, Inc.


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