Exhibit 10.0 ASSUMPTION OF LIABILITY, INDEMNIFICATION AND HOLD HARMLESS AGREEMENT This Indemnification and Hold Harmless Agreement (hereinafter "Agreement") is by and between Stan Abrams (hereinafter "Abrams") and Waste Conversion Systems, Inc.,...

Exhibit 10.0


                    ASSUMPTION OF LIABILITY, INDEMNIFICATION
                           AND HOLD HARMLESS AGREEMENT

     This Indemnification and Hold Harmless Agreement (hereinafter  "Agreement")
is by and  between  Xxxx  Xxxxxx  (hereinafter  "Xxxxxx")  and Waste  Conversion
Systems,  Inc., including each of its officers,  directors,  employees,  agents,
servants,  attorneys,  accountants,   subsidiaries,  parents,  predecessors  and
successors (hereinafter "Waste") and is dated as of October 12, 2001.

     WHEREAS,  Xxxxxx and Waste have each been made a defendant  in that certain
action entitled XXXXX XXXXXXXXX v. XXXX XXXXXX,  individually;  WASTE CONVERSION
SYSTEMS,  INC., a Nevada corporation (Colorado District Court City and County of
Denver Case No. [not yet assigned]) (hereinafter "the Litigation"); and,

     WHEREAS, Xxxxxx and Waste each believe that the Litigation is frivolous and
is subject to numerous valid defenses; and,

     WHEREAS,  Xxxxxx  desires to control the  Litigation  and may have separate
counterclaims against the Plaintiff in the Litigation;

     NOW,  THEREFORE,  upon payment of agreed $20,000  consulting fee to Xxxxxx,
Xxxxxx and Waste agree as follows:

     1.   Xxxxxx shall be entitled to control the Litigation.

     2.   Xxxxxx shall and hereby does assume any and all liability  that could,
          may or does  attach to Waste in, as a result of, or in any way related
          to the  Litigation and shall and hereby does agree to promptly pay any
          and all damages or other sums,  including  without  limitation any and
          all sums for costs, expenses, attorneys' fees, expert fees, and travel
          costs  involved  in,  as a result  of,  or in any way  related  to the
          Litigation.

     3.   Xxxxxx  shall  and  hereby  does  agree to  indemnify  and hold  Waste
          harmless from any and all claims  and/or causes of action in,  arising
          from, as a result of, and/or is in any way related to the Litigation.

     BY  THEIR  SIGNATURE  BELOW,  EACH  PARTY  HERETO  ACKNOWLEDGES  THAT  THIS
AGREEMENT AFFECTS HIS/ITS LEGAL RIGHTS, HAS READ THIS AGREEMENT,  AND HAS HAD AN
OPPORTUNITY TO DISCUSS THIS AGREEMENT WITH AN ATTORNEY.



Dated: 10/30/01                      /s/ Xxxx Xxxxxx
                                    -----------------
                                    Xxxx Xxxxxx

Dated: 10/31/01                     WASTE CONVERSION SYSTEMS, INC.


                                     /s/ Xxxxxx Xxxxx
                                    -----------------
                                    By: Xxxxxx Xxxxx
                                    Its: Secretary