EXHIBIT 10.27

                              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 November
18, 1994, and that said resolutions are in full force and effect as stated below
as of the date hereof.

         RESOLVED,  that  the  February  22,1994  authorization  of the
         Company's  Board of Directors to issue  200,000  shares of the
         Company's  common stock to Yitz  Grossman is hereby  rescinded
         because  of the  failure  of  Yitz  Grossman  to  perform  the
         services  for which he had agreed to perform and for which the
         shares  had been  issued  subject  to the  performance  of the
         agreed services; and be it

         FURTHER  RESOLVED,  that the August 17, 1993  authorization of
         the Company's Board of Directors to issue 70,000 shares of the
         Company's restricted common stock to Corporate Relations Group
         is hereby rescinded due to the failure of Corporate  Relations
         Group to  perform  the  services  for  which it had  agreed to
         perform and for which the shares had been  issued,  subject to
         the performance of the agreed services; and be it

         FURTHER RESOLVED,  that Stan Abrams,  as President,  is hereby
         authorized to instruct the Company's  legal  counsel,  Herbert
         and Lewis, Professional Corporation, to instruct the Company's
         transfer agent, American Securities Transfer,  Inc., to cancel
         certificate  No.  2313   evidencing   200,000  shares  of  the
         Company's  common  stock  in the  name  of Yitz  Grossman  and
         certificate  No.  22154   evidencing   70,000  shares  of  the
         Company's  common  stock  in the name of  Corporate  Relations
         Group.  In  connection  with  the  foregoing  instructions  to
         American Securities  Transfer,  Inc, there  shall be delivered
         certificate  No. 2313 and  certificate  No. 2264  evidencing a
         total  of  270,000  shares  in the  respective  names  of Yitz
         Grossman and Corporate Relations Group; 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 by
         the Board of Directors at this meeting; and be it

         FURTHER RESOLVED, that the resolutions adopted by the Hoard 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  18, 1994 at a meeting of the
         Board of Directors of the Company duly called and convened.

                                                 Respectfully submitted,


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