EXHIBIT 10.25

                           MINUTES OF A MEETING OF THE
                               BOARD OF DIRECTORS
                                       OF
                         WASTE CONVERSION SYSTEMS, INC.
                                OCTOBER 13, 1994

         A. meeting of the Board of Directors of Waste Conversion Systems, Inc.,
a Nevada  corporation,  was held on October 13, 1994  pursuant to prior  notice.
Present  were Stan Abrams and James  Woodley.  David Hand was not able to attend
the meeting but advised  Messrs.  Abrams and Woodley that he concurred  with the
actions to be taken.

         Mr. Abrams,  acting as Chairman,  stated that the meeting's purpose was
to  authorize;  the issuance of 1,000,000  shares of tile  Company's  restricted
common  stock and a  warrant  to  purchase  1,000,000  shares  of the  Company's
restricted  common  stock in  consideration  of  $500,000  in private  financing
received  by the  Company on October  13,  1994.  Following  a  discussion,  the
following  resolutions were unanimously  adopted upon motions made therefore and
seconded:

         RESOLVED,  that the Company has received  $500,000 front David
         Zaidner,  and in consideration  therefore,  1,000,000 shams of
         the  Company's  restricted  common  stock  and  a  warrant  to
         purchase  1,000,000 shares of the Company's  restricted common
         stock are hereby  authorized  for issuance in accordance  with
         Mr. Zaidner's  instructions to wit: 700,000 shares in the name
         of David Zaidner and :100,000  shares in the name of G. Kastl;
         and be it

         FURTHER  RESOLVED,  that the  Purchase  Agreement  between the
         Company and David  Zaidner,  a copy of which shall be attached
         to these minutes and  incorporated as a specific part of these
         minutes,  is hereby approved and authorized  Stain Abrams,  as
         President,  is  hereby  authorized  to  execute  the  Purchase
         Agreement on behalf of the Company; and be it

         FURTHER  RESOLVED,   that  a  Common  Stock  Purchase  Warrant
         ("Warrant") in tile name ox David Zaidner concerning the right
         to purchase  1,000.000  shares of tile Company's  common stock
         upon the tennis  therein set forth in the attached copy of the
         Warrant is hereby authorized and approved. The proper officers
         arc hereby  authorized to execute the Warrant on the Company's
         behalf; and be it

         FURTHER  RESOLVED,  legal  counsel  to the  Company  is hereby
         authorized to instruct the Company's transfer agent,  American
         Securities  Transfer,  Inc., to issue the 1,000,000  shares of
         common  stock and in  the names  hereinabove  authorized.  The
         following   restrictive   legend   shall  be  noted  upon  the
         certificates evidencing the, 1,000,000 shares:


<PAGE>

                                  EXHIBIT 10.25

                  The shares  represented by this  Certificate
                  have  not   been   registered   under   tire
                  Securities  Act of  1933;  as  amended  (the
                  "Act"), and cue; "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 a warrant to purchase 100,000
         shares of the  Company's  common stock is hereby  approved and
         authorized  for  issuance to Samuel  Eisenstat.  The terms and
         conditions  of the warrant shall be as provided in the form of
         the  warrant  attached  to the  minutes  of this  meeting  and
         incorporated  herein  as a part  hereof.  The  warrant  hereby
         authorized to Mr.  Eisenstat is in recognition of his services
         in and negotiating  the private  financing  arrangements  with
         David Zaidner; 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  the  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  October  3, 1994 at a meeting  of the
         Board of Directors of the Company duly called and convened.


                                                    Respectfully Submitted,


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


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