EXHIBIT 2


                                  JAMES WOODLEY


                                                                    May 15, 2001


To:      The Board of Directors of
         Waste Conversion Systems, Inc.


         I hereby tender my resignation as a Director and Secretary/Treasurer of
Waste  Conversion  Systems,  Inc. to be effective  upon approval by the Board of
Directors and acceptance by the new members of the Board to their new positions.



Sincerely,


/s/ James Woodley
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James Woodley