EXHIBIT 10.26

                              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 ere 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 October
13,1994,  and that said resolutions are in full force and. as stated below is of
the date hereof.

         RESOLVED:  that 100,000 shifts of the Company's common stock,  $.01 par
value, are hereby approved and authorized for issuance to Samuel Eisenstat.  The
shares hereby  authorized to Mr. Eisenstat are in recognition of his services in
negotiating the private financing arrangements with David Zaidner, and be it.

         FURTHER  RESOLVED,  that am Company hereby  consents to the issuance of
the stated 100.000 shares as set forth below pursuant to the instructions of Mr.
Eisenstat:

                            Name                               No. of Shares

                    Abraham M. Eisenstat                           15.000
                    Jacob H. Eisenstat                             15,000
                    Lilly M. Eisenstat                             15,000
                    Samuel M. Eisentat                             55,000

                                                                  -------
                                                                  100,000

         AND BE IT FURTHER RESOLVED, that legal. counsel to the Company, Herbert
and  Lewis  Professional  Corporation,  is hereby  authorized  to  instruct  the
Company's  transfer  agent, American  Securities  Transfer  Inc.,  to issue  the
100,000  shares  of  common  stock  in the  names  hereinabove  authorized.  The
following.  restrictive  legend  shall be noted upon each of these  certificates
evidencing the 100,000 shares:

         "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  accept  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,  far 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 the  implementation  of the resolutions  adopted
         herein; and be it


<PAGE>

                                  EXHIBIT 10.26

American Securities Transfer, Inc.
December 23.1994
Page - 2

         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."

         Please  deliver the  certificates  for the shares  directly to me and I
will be  responsible  for the delivery to the named parties  against  receipt of
required  documentation.  For your records,  the addresses for the named parties
are:

                  Abraham M. Eisenstat
                  Jacob H. Eisenstat
                  Lilly M. Eisenstat
                  Samuel M. Eisenstat
                  430 East 86th Street
                  New York, New York 10020

         Please call me if I can be of any assistance.

                                                  Sincerely,


                                                  /s/ John G. Herbert
                                                  -------------------
                                                  John G. Herbert