As filed with the Securities and Exchange Commission on August 23, 1996
________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the
Securities Act of 1933
WasteMasters, Inc.
(Exact Name of Issuer as Specified in Its Charter)
Maryland 52-1507818
(State of Incorporation) (I.R.S. Employer ID No.)
147 Old Solomon's Island Road, Annapolis, Maryland 21401,
Telephone: (410) 573-5800
(Address and Telephone Number of Principal Executive Offices)
1996 Employee, Consultant and Advisor Stock Compensation Plan
(Full Title of the Plan)
Agent for Service: Copy to:
Mr. Richard D. Masters Gerald J. Laporte, Esq.
Chief Executive Officer Patton Boggs, L.L.P.
WasteMasters, Inc. 2550 M Street, N.W.
147 Old Solomon's Island Road Washington, D.C. 20037
Annapolis, Maryland 21401 Telephone: (202) 457-6525
Telephone: (410) 573-5800
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Aggregate Amount of
be Registered Registered per Share* Offering Price* Registration Fee
<S> <C>
Common Stock 1,500,000 shares** $2,250,000 $2,250,000 $775.86
</TABLE>
* Calculated in accordance with Rule 457 under the Securities Act of 1933,
as amended, solely for purposes of calculating the registration fee and based
upon the closing price of the Common Stock as reported through The NASDAQ
SmallCap Market on August 19, 1996.
** Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Ststement also covers an indeterminate number of shares of
Common Stock to be offered and sold pursuant to the antidilution
provisions of the 1996 Employee, Consultant and Advisor Stock Compensation
Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the U.S. Securities
and Exchange Commission are hereby incorporated by reference in this
Registration Statement, except to the extent that any statement or information
therein is modified, superseded or replaced by a statement or information
contained in any other subsequently filed document incorporated herein by
reference:
(a) the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1995;
(b) the Company's Quarterly Reports on Form 10-QSB for the fiscal
quarters ended March 31, 1996 and June 30, 1996;
(c) all other reports filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934 since the end of the fiscal year covered by
the document referred to in (a) above; and
(d) from the date of filing of such documents, all documents filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, after the date of
this Registration Statement and before the filing of a
post-effective amendment to this Registration Statement that
indicates that all securities covered by the Registration
Statement have been sold or that deregisters all securities
covered by the Registration Statement then remaining unsold
Item 4. Description of Securities.
Not applicable.
- 2 -
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Counsel for the Company, Patton Boggs, L.L.P., Washington, D.C. and
Baltimore, Maryland, has rendered an opinion to the effect that the Common
Stock offered hereby, if and when issued in accordance with the Plan, will
have been validly issued, fully paid and nonassessable. Certain lawyers in
Patton Boggs, L.L.P. beneficially own approximately 13,304 shares of the
Company's Common Stock. As of July 31, 1996, Patton Boggs, L.L.P. was owed
approximately $666,000 for legal services rendered and disbursements incurred
on behalf of the Company and its affiliates. Patton Boggs, L.L.P. expects that
it may be offered shares registered under this Registration Statement in
payment of the Company's obligations to the firm.
Item 6. Indemnification of Directors and Officers.
Section 2-418 of the Maryland General Corporation Law provides that
a corporation may indemnify its directors or officers and may purchase and
maintain liability insurance for those persons as and to the extent permitted
thereby.
Article V of the By-Laws of the Company provides for
indemnification of the Company's directors and officers in connection with the
defense of any litigation to which they may be a party because they were
directors or officers of the Company except where the director or officer has
been adjudged liable to the Company for negligence or misconduct in the
performance of his or her duties.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the Maryland General
Corporation Law, the Company's Certificate of Incorporation, the
Company's By-Laws or any indemnification agreements of the Company with its
directors and officers, the Company has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibits to this Registration Statement are listed in the
Exhibit Index to this Registration Statement, which Index is incorporated
herein by this reference.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
<PAGE>
(1) To file, during any period in which it offers or sells securities,
a post-effective amendment to this Registration Statement to:
(i) include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) reflect in the prospectus any facts or events that,
individually or together, represent a fundamental change
in the information in the Registration Statement; and
(iii) include any additional or changed material
information on the plan of distribution
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required in a post-effective amendment is incorporated
by reference from periodic reports filed by the Registrant under the
Exchange Act.
(2) That, for determining liability under the Securities Act, each such
post-effective amendment shall be treated as a new registration
statement of the securities offered, and the offering of the securities
at that time shall be deemed to be the initial bona fide offering.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(5) That, insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the Town Waldron, State of Michigan, on the 22nd
day of August 1996.
WasteMasters, Inc.
By: /S/
-------------------------
Richard D. Masters
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/S/ Chief Executive Officer, August 22, 1996
----------------------- and Director
Richard D. Masters (Principal Executive Officer)
/S/ President, Chief Operating August 22, 1996
----------------------- Officer and Director
Paul Williamson
/S/ Director August 22, 1996
-----------------------
Julius W. Basham, III
/S/ Director August 22, 1996
-----------------------
A. Leon Blaser
----------------------- Director August 22, 1996
Ronald W. Pickett
/S/ Chief Financial Officer August 22, 1996
----------------------- and Treasurer
Dennis O'Leary
<PAGE>
EXHIBIT INDEX
Exhibit
Number Identification
4.1 WasteMasters, Inc. 1996 Employee, Consultant and Advisor Stock
Compensation Plan
4.2 Form of Stock Payment Agreement under 1996 Employee, Consultant and
Advisor Stock Compensation Plan
5 Opinion re Legality
23.1 Consent of Turner, Jones & Associates, p.c. to the use of its
opinion included in the Annual Report of the Company on Form 10-KSB
for the fiscal year ended December 31, 1995
23.2 Consent of Patton Boggs, L.L.P. to the filing of its opinion with
respect to the legality of the securities being registered (included in
Exhibit No. 5)
E-1
Exhibit 4.1
WasteMasters, Inc.
1996 EMPLOYEE, CONSULTANT AND ADVISOR STOCK COMPENSATION PLAN
1. Purpose, Effectiveness of the Plan.
(a) The purpose of this Plan is to advance the interests of the
Company and its stockholders by permitting the Company to discharge,
through the issuance of shares of Stock, certain liabilities for
compensation due to employees, consultants and advisors for services
rendered.
(b) This Plan will become effective on the date of its adoption by the
Board, and will remain in effect until terminated by the Board under
section 8 hereof.
2. Certain Definitions. Unless the context otherwise requires, the
following defined terms (together with any other capitalized terms defined
elsewhere in this Plan or in a Stock Payment Agreement entered into under the
Plan) will govern the construction of this Plan, and of any such Stock Payment
Agreement:
"1933 Act" means the federal Securities Act of 1993, as amended;
"Board" means the Board of Directors of the Company;
"Code" means the Internal Revenue Code of 1986, as amended;
"Company" means WasteMasters, Inc., a Maryland corporation;
"Eligible Person" has the same meaning as the term "employee"
in Form S-8, except that the term "Eligible Person" does not include
any person within the definition of the term "affiliate" under Rule
144 under the 1993 Act.
"Fair Market Value" means, with respect to securities as of any date,
the market price of such securities determined as follows:
(i) If the securities were traded on a national securities
exchange on the date in question, then the Fair Market Value
will be equal to the closing price reported by the applicable
composite-transactions report for such date;
(ii) If the securities were traded over-the-counter on the date in
question and last-transaction reporting was available for
the securities, then the Fair Market Value will be equal to
the last-transaction price reported for such date;
(iii) If the securities were traded over-the-counter on the date in
question but last-transaction reporting was not available
for the securities, then the Fair Market Value will be equal to
the average of the last reported representative bid and asked
prices quoted for such date; and
<PAGE>
(iv) If none of the foregoing provisions is applicable, then the Fair
Market Value will be determined by the Board in good faith on
such basis as it deems appropriate.
"Form S-8" means Form S-8 as adopted by the U.S. Securities and Exchange
Commission.
"Participant" means an Eligible Person to whom Stock is issued
hereunder;
"Plan" means this 1996 Employee, Consultant and Advisor Stock
Compensation Plan of the Company;
"Stock" means shares of the Company's Common Stock, $0.01 par value;
"Stock Payment Agreement" means an agreement between the Company and
a Participant, in form and substance satisfactory to the Board in its
sole discretion, consistent with this Plan;
"Subsidiary" has the same meaning as the term "subsidiary
corporation" in section 424(f) of the Code;
3. Eligibility. The Company may issue stock under this Plan only to an
Eligible Person and only to discharge accrued liabilities for compensation
due to such person for services rendered to the Company or a Subsidiary,
provided that such issuance qualifies for registration on Form S-8.
4. Issuance Price. Unless otherwise specifically provided in a Board
resolution authroizing an issuance of Stock under this Plan, the per share
issuance price of such Stock will be equal to the average of the Fair Market
Values per share on the 10 trading days immediately preceding the execution
of a Stock Payment Agreement by a duly authorized officer of the Company,
so that the number of shares issued will equal the liability discharged by
the issuance divided by such average, rounded up to the nearest number of whole
shares;
5. Administration.
(a) Authority and Discretion of Board. The Board will administer the Plan,
and will have full and final authority in its discretion, at any time and from
time to time, subject only to the express terms, conditions and other
provisions of the Company's charter and by-laws, this Plan, and the specific
limitations on such discretion set forth herein:
(i) to select and approve the persons who will be issued Stock under
this Plan from among Eligible Persons, and to authorize the
issuance of shares of Stock under the Plan to any person so
selected in such number as the Board may determine
consistent with Section 4 hereof; and
(ii) to interpret this Plan, to prescribe, amend, and rescind
rules and regulations relating to the Plan, and to make all
other determinations necessary or advisable for the operation
and administration of the Plan.
- 2 -
<PAGE>
(b) Stock Payment Agreements. Stock may be issued hereunder only upon the
execution and delivery of a Stock Payment Agreement by a Participant
and a duly authorized officer of the Company. Stock will not be
deemed issued hereunder merely upon the authorization of such issuance
by the Board.
6. Shares Reserved for Issuance.
(a) Issuance Pool. The aggregate number of shares of Stock that may be
issued pursuant to this Plan may not exceed 1,500,000 (the "Issuance
Pool").
(b) Adjustments Upon Changes in Stock. In the event of any change in the
outstanding Stock of the Company as a result of a stock split, reverse
stock split, stock dividend, recapitalization, combination or
reclassification, appropriate proportionate adjustments will be made
in the aggregate number of shares of Stock in the Issuance Pool that
have not been issued hereunder;
7. Terms of Stock Payment Agreements. Each issuance of Stock under this Plan
will be evidenced by a Stock Payment Agreement. Without limiting the foregoing,
each Stock Payment Agreement (unless otherwise stated therein) will be
deemed to include the following terms and conditions.
(a) Qualification of Stock. The right to receive Stock authorized for
issuance under this Plan will be subject to the requirement that if at
any time the Board determines, in its discretion, that the listing,
registration or qualification of the shares of Stock to be received
upon any securities exchange or under any state or federal law,
or the consent or approval of any governmental regulatory
authority, is necessary or desirable as a condition of or in
connection with the issuance or the acceptance of such shares by
the Participant, such shares may not be issued, unless and until
such listing, registration, qualification, consent or approval is
effected or obtained free of any conditions not acceptable to the Board,
in its discretion.
(b) Representations, Warranties and Agreements of Participants. By
accepting Stock under this Plan, a Participant will be deemed to
represent, warrant and agree as follows:
(i) The Participant understands that transfer of the Stock issued
hereunder requires full compliance with the provision of all
applicable laws.
(ii) Unless an exemption is available or a registration statement
is in effect with respect to the sale of Stock issued hereunde,
the Participant will accept the Stock for the Participant's own
account and not with a view to distribution within the meaning
of the 1933 Act, other than as may be effected in compliance
with the 1933 Act and the rules and regulations
promulgated thereunder.
- 3 -
<PAGE>
(c) Compliance with Law. Notwithstanding any other provision of this Plan,
Stock may be issued hereunder only after there has been compliance
with all applicable federal and state securities laws, and such
issuances will be subject to this overriding condition. The Company
will not be required to register or qualify Stock issued hereunder
with the Securities and Exchange Commission or any state agency.
(d) Stock Certificates. Certificates representing the Stock issued
hereunder will bear any legends required by law and necessary to
effectuate this Plan's provisions. The Company may place a "stop
transfer" order against shares of Stock issued hereunder until all
restrictions and conditions set forth in this Plan and in the legends
referred to in this section 7(d) have been complied with.
(e) Other Provisions. The Stock Payment Agreement may contain such other
terms and conditions, including special forfeiture conditions, rights
of repurchase, rights of first refusal and other restrictions on
transfer of Stock not inconsistent with this Plan, as may be
determined by the Board in its sole discretion.
(f) Withholding Taxes. As a condition to the issuance of shares of Stock
under this Plan, the Participant will pay to the Company in cash, or
in such other form as the Board may determine in its discretion, the
amount of any tax withholding liability of the Company required in
connection with such issuance. For these purposes, "tax withholding
liability" will mean all federal and state income taxes, social
security tax, and any other taxes applicable to the compensation income
arising from the transaction required by applicable law to be withheld
by the Company. The Board, in its discretion, may permit a
particular Participant to pay all or a portion of the tax withholding
liability either by surrendering securities of the Company
already owned by such Participant or by withholding shares of Stock
to be issued under the particular Stock Payment Agreement, if the
Board determines that the Fair Market Value of such surrendered
securities or withheld Stock is equal to the corresponding portion
of the tax withholding liability to be paid.
8. Amendments and Discontinuance. The Board may amend, suspend or
discontinue this Plan at any time or from time to time.
9. Citations to Statutes. References in this Plan to any statutes,
regulations, official forms or portions thereof are intended to refer to the
statutes, regulations, official forms or portions thereof in force at the time
of the Plan's adoption by the Board and as subsequently amended, or to any
substantially similar successor statutes, regulations, official forms or
portions thereof resulting from recodification, renumbering, or other enactment
or promulgation.
10. Notices. Any notice to be given to the Company under the terms of this Plan
or under a Stock Payment Agreement may be addressed to the Company at its
principal executive office, Attention: Corporate Secretary, or at such other
address as the Company may designate in writing. Any notice to be given to an
Participant will be addressed to the Participant at the address set
- 4 -
<PAGE>
forth in the applicable Stock Payment Agreement or otherwise provided to the
Company by the Participant. Any such notice will be deemed to have been duly
given if and when enclosed in a properly sealed envelope, addressed as
aforesaid, registered and deposited, postage and registry fee prepaid, in a post
office or branch post office regularly maintained by the United States
Government.
11. Governing Law. This Plan will be governed by, and construed in
accordance with, the laws of the State of Maryland, without regard to the choice
of law provisions of the law of the State of Maryland.
12. Copies of Plan. A copy of this Plan will be delivered to each Participant
at or before the time the Participant executes a Stock Payment Agreement.
* * * * * *
Date Plan Adopted by Board of Directors: August 5, 1996
- 5 -
WasteMasters, Inc.
1996 EMPLOYEE, CONSULTANT AND ADVISOR STOCK COMPENSATION PLAN
STOCK PAYMENT AGREEMENT
1. Agreement to Accept and Issue Shares. The undersigned employee,
consultant or advisor (the "Participant") participating in the 1996 Employee,
Consultant and Advisor Stock Compensation Plan (the "Plan") of WasteMasters,
Inc., a Maryland corporation (the "Company"), hereby agrees to accept, and the
Company agrees to issue, shares of the Company's $.01 par value Common Stock,
in accordance with Section 2 of this Agreement. A copy of the Plan has been
delivered to the Participant. This Agreement is subject to all the terms and
conditions set forth herein as well as the terms and conditions of the Plan,
which are incorporated herein by reference. If there is any inconsistency or
discrepancy between the terms and conditions of this Agreement and the Plan,
the terms and conditions of the Plan will prevail.
2. Numbers and Purpose of Shares to be Issued.
a. The number of the shares to be issued and delivered by the Company
and accepted by the Participant under the Plan, and the amount of
the Company's compensation liability to the Participant to be
extinguished by such issuance, are set forth below:
Compensation Liability
No. of Shares Extinguished
The Participant agrees to accept such number of shares in full
payment and satisfaction of such liability.
b. Any amount for wages described above is based upon the gross wages of the
Participant less any and all applicable tax and other withholdings
and deductions required by law, which the Company shall remit
directly to the appropriate authorities if and when due and owing.
3. Representations of Participant. The Participant represents and
acknowledges that the Participant:
a. has received, reviewed and understands the contents of the document
prepared by the Company entitled "Information for Participants,"
which contains information on the Plan, includes a copy of the Plan as
Exhibit A, and constitutes a prospectus under Section 10(a) of the
Securities Act of 1933, as amended;
b. has had an opportunity to request and, if so requested, to copy or
examine all documents, records and books pertaining to the
Participant's participation in the Plan,
<PAGE>
including all documents specifically incorporated by reference in the
prospectus discussed above;
c. has had an opportunity to ask questions of and, if asked, to
receive satisfactory answers from the Company, through its executive
officers and other representatives acting on its behalf, concerning the
terms and conditions for the Plan and the business, affairs and
prospects of the Company;
d. understands that the Company has not guaranteed the amount of gross or
net proceeds realizable to the Participant upon any sale of shares of
Common Stock of the Company received by the Participant under the
Plan;
e. is not a person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common
control with the Company; and
f. rendered bona fide services to the Company or a subsidiary of the
Company, as a result of which the compensation liability to be
extinguished by the Company's performance of this Agreement arose, and
such services were not rendered in connection with the offer or sale of
securities in a capital-raising transaction.
4. General.
a. Binding Agreement; Non-Assignability. The terms and conditions of
this Agreement shall be binding upon and enure to the benefit of the
personal representatives, heirs, devisees, successors and assigns of the
respective parties hereto; but none of the rights or obligations of the
Participant under this Agreement are assignable.
b. Entire Agreement. This Agreement and any documents incorporated herein
by reference constitute the entire understanding of the parties with
respect to the subject matter hereof and supersede all prior
agreements or understandings, written or oral, and no amendment,
modification, or alteration of the terms of this Agreement shall be
binding unless the same is in writing, dated after the date hereof and
duly approved and executed by each of the parties hereto.
c. Severability. Every provision of this Agreement is intended to be
severable. If any term or provision hereof is deemed to be illegal or
invalid for any reason whatever, such illegality or invalidity shall not
affect the validity of the remainder of this Agreement.
d. Headings. The headings of this Agreement are inserted for convenience
and identification only, and are in no way intended to describe,
interpret, define or limit the scope, extent or intent hereof.
e. Application of Maryland Law. This Agreement, and the application and
interpretation thereof, shall be governed exclusively by its terms and
conditions and by the laws of the State of Maryland, without regard
to the choice of law provisions of the State of Maryland. Venue for
purposes of enforcing this agreement shall be exclusively in the City
of Baltimore, Maryland.
2
<PAGE>
f. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Company and the Participant have executed this
Agreement on the dates set forth beneath their signatures below.
WASTEMASTERS, INC.
By: ________________________________
Printed Name: ______________________
Title: _____________________________
Date: ______________________________
PARTICIPANT:
Signature: _________________________
Printed Name: ______________________
Residence Address: _________________
____________________________________
Date: ______________________________
3
Exhibit 5
PATTON BOGGS, L.L.P.
2550 M STREET, N.W.
WASHINGTON, D.C. 20037-1350
(202) 457-6000
----------
FACSIMILE: (202) 457-6315
WRITER'S DIRECT DIAL
(202) 457-6525
August 21, 1996
WasteMasters, Inc.
147 Old Solomon's Island Road
5th Floor
Annapolis, Maryland 21401
Re: Registration Statement on Form S-8 for 1996 Employee, Consultant
and Advisor Stock Compensation Plan of WasteMasters, Inc.
Gentlemen:
You have requested our opinion as counsel for WasteMasters, Inc., a
Maryland corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended (the "Act"), and the rules and
regulations promulgated thereunder, of 1,500,000 shares of the Company's $.01
par value Common Stock (the "Shares") under its 1996 Employee, Consultant and
Advisor Stock Compensation Plan (the "Plan"). The issuance is being registered
under a Registration Statement on Form S-8 to be filed by the Company with the
U.S. Securities and Exchange Commission on or about August 22, 1996 (the
"Registration Statement").
In connection with this opinion, we have examined such documents and
records of the Company and such statutes, regulations and other instruments and
certificates as we have deemed necessary or advisable for the purposes of this
opinion. We have assumed that all signatures on all documents presented to us
are genuine, that all documents submitted to us as originals are accurate and
complete, and that all documents submitted to us as copies are true and correct
copies of the originals thereof. We have also relied upon such certificates of
public officials, corporate agents and officers of the Company and such other
certifications with respect to the accuracy of material factual matters
contained therein that were not independently established.
Based on the foregoing, it is our opinion that the Shares, if and
when issued in accordance with the Plan, will have been legally issued and will
be fully paid and nonassessable, assuming the Company maintains an adequate
number of authorized but unissued shares of Common Stock available for such
issuance, and further assuming that the consideration actually received by the
Company for the Shares exceeds the par value thereof.
<PAGE>
We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/S/
PATTON BOGGS, L.L.P.
[TURNER, JONES & ASSOCIATES, P.C. LETTERHEAD]
Mr. Paul Williamson
WasteMasters, Inc.
147 Old Solomon's Road
5th Floor
Annapolis, MD 21401
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated April 12, 1996
appearing on page 20 of the Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1995 of Wastemasters, Inc. (formerly F&E Resource
Systems Technology, Inc.).
/s/ Turner Jones & Associates, p.c.
Turner Jones & Associates, p.c.
August 22, 1996
