EMPLOYMENT AGREEMENT

                                     Between
                 Conversion Technologies International, Inc. and
                                Jack D. Hays, Jr.


      THIS  AGREEMENT,  is made as of the 2nd day of July,  1997 (the "Effective
Date"),  between  Conversion  Technologies   International,   Inc.,  a  Delaware
corporation (the "Company"), and Jack D. Hays, Jr. (the "Employee").

      WHEREAS,  the Company  wishes to engage the services of Employee to render
services  for  and on  its  behalf  in  accordance  with  the  following  terms,
conditions and provisions; and

      WHEREAS, the Employee wishes to perform such services for and on behalf of
the Company,  in accordance with the following terms  conditions and provisions;
and

      WHEREAS,  the Board of Directors of the Company (the "Board") has approved
and authorized the entry into this Agreement with the Employee;

      NOW, THEREFORE, it is agreed as follows:

1.    Employment.  From the  Effective  Date,  the  Employee  shall serve as the
      Executive Vice  President - Operations  and Marketing of the Company.  The
      Employee's duties and responsibilities shall be consistent with the duties
      of  those  performed  by  an  Executive  Vice  President,  Operations  and
      Marketing  in a  contemporary  public  company  and of a similar  size and
      scale.  The Employee  shall report to the  President  and Chief  Executive
      Officer. The Employee shall devote his best efforts to the Company and his
      position,  which  shall  include  such  additional  duties as the Board of
      Directors,  directly or through the President and Chief Executive  Officer
      of the  Company,  may from  time to time  reasonably  direct  and that are
      reasonably  consistent  with  the  Employee's  education,  experience  and
      background.  During the term of this Agreement, there shall be no material
      increase or decrease in the duties and  responsibilities  of the  Employee
      other than as provided  herein,  unless the  parties  agree  otherwise  in
      writing.

2.    Compensation.

      (a)   Salary.  The Company  agrees to pay the Employee  during the term of
            this Agreement a salary at an annual rate equal to $125,000 per year
            ($10,416.67  per month  payable at the  Company's  standard  payroll
            periods).  The  Employee  shall not  receive  an annual  bonus or an
            incentive bonus, except as may be provided by the Board.

      (b)   Adjustment in Salary.  The  Employee's  salary shall be increased at
            the  discretion  of  the  Compensation  Committee  of the  Board  of
            Directors  of the Company.  The salary of the Employee  shall not be
            decreased at any time during the term of this


<PAGE>

            Agreement   unless  the  Employee   agrees   otherwise  in  writing.
            Participation  in  deferred  compensation,   discretionary  bonuses,
            retirement  and other  employee  benefit  plans and fringe  benefits
            shall not reduce the salary payable to the Employee.

      (c)   Grant of  Options.  As of the  Effective  Date,  the  Employee  will
            receive  incentive  stock options to purchase  100,000 shares of the
            Company's  Common  Stock at an  exercise  price  equal to $1.625 per
            share.  Twenty  percent  (20%) of such options  will be  immediately
            vested and twenty  percent  (20%) of such  options will vest on each
            anniversary of the Effective Date,  subject to the vesting and other
            provisions to be set forth in an incentive stock option agreement to
            be entered into by the parties.

3.    Insurance,   Retirement  and  Employee  Benefit  Plans:  Fringe  Benefits,
      Business Expenses.

      (a)   Benefits  and  Perquisites.   The  Employee  shall  be  entitled  to
            participate  in any plan of the Company  relating to stock  options,
            restricted  stock,  employee stock  purchase or ownership,  pension,
            thrift,  profit  sharing,  group life insurance,  medical  coverage,
            education,   or  other  retirement  or  employee  benefit  plans  or
            arrangements  that the  Company  has  adopted  or may  adopt for the
            benefit of its employees or executive  officers.  The Employee shall
            also be  entitled  to  participate  in, or enjoy the benefit of, any
            other  fringe  benefits  or  perquisites  that  are now or may be or
            become applicable to the Company's executive employees generally.

      (b)   Business Expenses.  During the term of Employee's  employment by the
            Company,  the Company shall promptly  reimburse the Employee for all
            reasonable  and  customary  expenses  incurred  by the  Employee  in
            performing  services  for the  Company,  including  all  expenses of
            travel and living  expenses  while away from home on  business or at
            the request of and in the service of the Company, provided that such
            expenses are  incurred  and  accounted  for in  accordance  with the
            policies and procedures established by the Company.

      (c)   Stock  Grant  and  Options.   The  Employee  shall  be  entitled  to
            participate in a Board approved stock option incentive  program that
            is  now  or  may  become  applicable  to  the  Company's   executive
            employees.

4.    Term. The initial term of this Agreement  shall be twelve (12) months from
      the Effective  Date.  This  Agreement may not be terminated by the Company
      without cause during the first twelve (12) months of the term. Thereafter,
      the Company must  provide the  Employee  with not less than six (6) months
      written notice of intent to terminate this Agreement  without cause.  This
      Agreement shall be automatically  renewed for each additional year on each
      anniversary date of the Effective Date, unless either party gives contrary
      written  notice to the other  party  hereto  not less than six (6)  months
      before such anniversary  date. The initial term and all such renewal terms
      are collectively referred to herein as the term of this Agreement.


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<PAGE>

5.    Vacations. The Employee shall be entitled to an annual paid vacation of at
      least four weeks per year or such longer  period as the Board may approve.
      The timing of paid vacations shall be scheduled in a reasonable  manner by
      the Employee.  The Employee shall not be entitled to receive  compensation
      in lieu of  vacation  if he is unable to utilize  the full  amount of paid
      vacation time available to him in any year.

6.    Termination  of Employment.  The  Employee's  employment may be terminated
      without   any  breach  of  this   Agreement   only  under  the   following
      circumstances:

      (a)   Death. The Employee's employment shall terminate upon his death.

      (b)   Disability.  The Company may  terminate  the  Employee's  employment
            because of Disability. For this purpose, "Disability" shall mean the
            inability of the Employee to perform his duties under this Agreement
            because of physical illness or incapacity for a continuous period of
            six months during which the Employee shall have been absent from his
            duties under this Agreement on a substantially full-time basis.

      (c)   Cause.  The Company may  terminate  the  Employee's  employment  for
            Cause.  For  purposes  of this  Agreement,  the  Company  shall have
            "Cause" to terminate the Employee's  employment only in the event of
            (1)  the  willful  and   continued   failure  by  the   Employee  to
            substantially  perform  his duties  hereunder  (other  than any such
            failure  resulting  from the  Employee's  inability  to perform such
            duties as a result of  physical  illness or  incapacity  or any such
            actual or  anticipated  failure  after the  delivery  of a Notice of
            Termination,  as defined in Section  6(e),  by the Employee for Good
            Reason, as defined, in Section 6(d)), after delivery to the Employee
            of a written demand for substantial  performance  that  specifically
            identifies  the  manner  in  which  the  Company  believes  that the
            Employee has not substantially performed his duties and a reasonable
            opportunity  to cure;  (2) willful  misconduct  by the Employee that
            causes actual and substantial  damage to the business and operations
            of the  Company,  the  continuation  of  which,  in  the  reasonable
            judgment of the Board, will continue to substantially and materially
            damage the Company;  or (3)  conviction of the Employee of a felony.
            The Employee  shall not be deemed to have been  terminated for Cause
            unless the Employee  shall have been provided with (i) not less than
            60 days written  notice  setting  forth the reasons that the Company
            believes  constitute  Cause for the  termination of his  employment;
            (ii) a reasonable  opportunity  to be heard by the Board,  after not
            less than 10 days following the Company's 60 day notice; and (iii) a
            Notice of  Termination,  as defined in Section 6(e),  from the Board
            finding  that,  in the  reasonable  good faith opinion of the Board,
            Cause for the  termination  exists and  specifying  the  particulars
            thereof in reasonable detail.

      (d)   Termination  by  the  Employee.   The  Employee  may  terminate  his
            employment  (i) for Good Reason or (ii) for any other  reason at any
            time, in each case,  by giving



                                     - 3 -
<PAGE>

            60 days prior written notice to the Company, unless the event giving
            rise to the Good  Reason is cured (if  curable)  within  such 60-day
            period.

            For this purpose, "Good Reason" shall mean:

            (1)   The assignment to the Employee of any duties inconsistent with
                  the  Employee's  status  as  stipulated  in  Section 1 of this
                  Agreement or any substantial  adverse alteration in the nature
                  or status of the Employee's responsibilities;

            (2)   Any change in the  Employee's  reporting  responsibility  such
                  that the  Employee  is  required  to report  other than to the
                  President and Chief Executive Officer of the Company;

            (3)   Any purported  termination of the Employee's employment by the
                  Company  that  is  not  effected   pursuant  to  a  Notice  of
                  Termination  satisfying the  requirements of Sections 6(c) and
                  (e) hereof;

            (4)   Any other  failure by the Company to comply with any  material
                  provision of this Agreement  which failure  continues for more
                  than ten days after written notice of such  noncompliance from
                  the Employee; or

            (5)   Any notice given by the Company to the Employee  under Section
                  4  hereof  that  this  Agreement  will not be  renewed  on any
                  anniversary date.

      (e)   Notice of Termination.  Any termination of the Employee's employment
            by the Company or by the Employee  hereto shall be  communicated  to
            the other party by a written  Notice of  Termination.  Any Notice of
            Termination   given  by  a  party  shall   specify  the   particular
            termination  provision of this  Agreement  relied upon by such party
            and shall set forth in reasonable detail the facts and circumstances
            relied  upon as  providing  a basis  for the  termination  under the
            provision so specified.

      (f)   Termination Date.  Termination Date shall mean (1) if the Employee's
            employment is terminated by his death, the date of his death; (2) if
            the  Employee's  employment is  terminated  pursuant to Section 6(b)
            hereof, the date specified in the Notice of Termination, which shall
            be after the  expiration  of the six month period  specified in that
            subsection;  (3) if the  Employee's  employment is terminated by the
            Company for Cause,  the date  specified in the Notice of Termination
            or the  Board's  determination  confirming  cause  as  specified  in
            Section  6(c),   whichever  is  later,  or  (4)  if  the  Employee's
            employment is terminated for any other reason,  sixty days following
            the date on which the Notice of Termination is given.

7.     Compensation Upon Termination of Employment.


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<PAGE>

      (a)   Termination  for Cause or Without  Good  Reason.  If the  Employee's
            employment  is  terminated  by  the  Company  for  Cause,  or by the
            Employee  other  than for Good  Reason,  the  Company  shall pay the
            Employee  his salary  through the  Termination  Date and the Company
            shall have no further obligation to the Employee  hereunder,  except
            with regard to  obligations  owed under  Section 2(b) hereof and any
            other  benefits to which  Employee may be entitled,  as specified in
            Section 7(c)(3) below.

      (b)   Termination Because of Disability.  If the Employee's  employment is
            terminated by the Company  because of Disability  under Section 6(b)
            hereof,  the Employee  shall be entitled to the benefits of the then
            current disability policies of the Company.  The Company will review
            the  Company's  disability  policies  with  respect  to  its  senior
            executives   in  good  faith  with  respect  to  expanded   coverage
            opportunities that  may be available on satisfactory economic terms.

      (c)   Termination Because of Death,  Without Cause or With Good Reason. If
            (i) in breach of this  Agreement,  the Company  shall  terminate the
            Employee's  employment  other  than (A) for Cause or (B)  because of
            Disability or (ii) the Employee  shall  terminate his employment for
            Good Reason (other than  pursuant to Section  6(d)(5)) or because of
            his death, then:

            (1)   The  Company  shall pay the  Employee or his estate his salary
                  through the Termination Date and all other unpaid and pro rata
                  amounts  to  which  the   Employee   is  entitled  as  of  the
                  Termination Date under any compensation plan or program of the
                  Company,   including,   without   limitation,   any  incentive
                  performance bonus and all accrued vacation time. Such payments
                  are to be  made in a lump  sum on or  before  the  Termination
                  Date.

            (2)   The Company shall pay as  liquidated  damages to the Employee,
                  and in lieu  of any  further  salary  payments  hereunder  for
                  periods  after the  Termination  Date,  an amount equal to the
                  Employee's  annual  salary,  specified in Section 2(a) hereof,
                  which amount shall be paid in a lump sum no later than fifteen
                  (15) days subsequent to the Termination Date.

            (3)   In addition to the liquidated damages amounts that are payable
                  to the Employee,  the following shall apply:  (A) the Employee
                  shall continue to participate  in, and accrue  benefits under,
                  all  retirement,  pension,  profit  sharing,  employee  stock,
                  ownership,  thrift,  and other deferred  compensation plans of
                  the Company for the remaining term of this Agreement as if the
                  termination  of  employment  of the  Employee had not occurred
                  (with  Employee  being  deemed  to  receive  annually  for the
                  purposes of such plans the Employee's  then current salary (at
                  the  time  of his  termination)  under  Section  2(a)  of this
                  Agreement),   except  to  the  extent   that  such   continued
                  participation  and accrual is expressly  prohibited


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<PAGE>

            by law, or to the extent such plan  constitutes  a "qualified  plan"
            under  Section 401 of the Internal  Revenue Code of 1986, as amended
            ("the  Code"),  by the terms of the plan,  in which case the Company
            shall  provide the Employee a  substantially  equivalent,  unfunded,
            nonqualified benefit; (B) the Employee shall be entitled to continue
            to receive all other  employee  benefits  and then  existing  fringe
            benefits  referred  to in  Section  3(a)  and  (b)  hereof  for  the
            remaining term of this Agreement as if the termination of employment
            had not occurred;  (C) the Company shall, on the  Termination  Date,
            establish an  irrevocable  trust that meets the guidelines set forth
            in Rev. Proc.  92-64  published by the Internal  Revenue Service (as
            the same may be  modified  or  supplemented  from time to time) (the
            "Trust"), the assets of which will be held, subject to the claims of
            creditors  of the Company,  solely to provide for the benefits  that
            the  Employee  is entitled to under this  Section  7(c)(3);  and the
            Company shall transfer to the Trust an amount  sufficient to provide
            for such  benefits;  and (D) all insurance or other  provisions  for
            indemnification,  defense or  hold-harmless of officers or directors
            of the  Company  that  are in  effect  on the  date  the  Notice  of
            Termination  is sent to the Employee  shall continue for the benefit
            of the Employee with respect to all of his acts and omissions  while
            an  officer  or  director  as  fully  and   completely  as  if  such
            termination  had not  occurred,  and until the final  expiration  or
            running of all periods of  limitation  against  action  which may be
            applicable to such acts or omissions; and

     (4)    The liquidation damages amount and other benefits provided for in   
            this  Section  7(c) shall not be reduced by any  compensation  or   
            benefits that the Employee may receive for other  employment with   
            the Company.

      (d)   Cost of Enforcement.  In the event the employment of the Employee is
            terminated by the Company  because of Disability or without Cause or
            by the  Employee  for Good  Reason,  and the  Company  fails to make
            timely  payment  of the  amounts  owed to the  Employee  under  this
            Agreement,  the Employee shall be entitled to reimbursement  for all
            reasonable  costs,   including  attorney's  fees,  incurred  by  the
            Employee in taking  action to collect  such  amounts or otherwise to
            enforce this Agreement, plus interest on such amounts at the rate of
            one  percent  above  the  prime  rate  (defined  as the base rate on
            corporate  loans at large  U.S.  money  center  commercial  banks as
            published by the Wall Street Journal),  compounded monthly,  for the
            period from the date of employment termination until payment is made
            to  the  Employee.  Such  reimbursement  and  interest  shall  be in
            addition to all rights to which the Employee is  otherwise  entitled
            under this Agreement.

      (e)   Parachute  Payment  Limitation.  If any  payment  or  benefit to the
            Employee  under this  Agreement  would be  considered  a  "parachute
            payment"  within the meaning of Section  280G9(b)(2) of the Code and
            if, after reduction for any applicable federal excise tax imposed by
            Section 4999 of the Code (the "Excise  Tax") and



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            federal  income tax imposed by the Code, the Employee's net proceeds
            of  the  amounts  payable  and  the  benefits  provided  under  this
            Agreement  would  be less  than the  amount  of the  Employee's  net
            proceeds  resulting  from the  payment of Reduced  Amount  described
            below,  after  reduction for federal  income taxes,  then the amount
            payable and the  benefits  provided  under this  Agreement  shall be
            limited to the Reduced  Amount.  The "Reduced  Amount"  shall be the
            largest  amount that could be received  by the  Employee  under this
            Agreement  such  that no  amount  paid to the  Employee  under  this
            Agreement  and  any  other  agreement,  contract,  or  understanding
            heretofore  or  hereafter  entered into between the Employee and the
            Company (the "Other  Agreement")  and any formal or informal plan or
            other arrangement heretofore or hereafter adopted by the Company for
            the direct or indirect  provision  of  compensation  to the Employee
            (including  groups or classes of  participants of  beneficiaries  of
            which the Employee is a member), whether or not such compensation is
            deferred,  is in cash, or is subject to the Excise Tax. In the event
            that the  amount  payable  to the  Employee  shall be limited to the
            Reduced  Amount,  then the  Employee  shall have the  right,  in the
            Employee's sole discretion,  to designate those payments or benefits
            under this Agreement, any Other Agreement, and/or any benefits plan,
            that  should be  reduced  or  eliminated  so as to avoid  having the
            payment  to the  Employee  under  this  Agreement  be subject to the
            Excise Tax.

8.    Confidentiality.  In  consideration  of the  willingness of the Company to
      employ the  Employee  and the  compensation  to be paid and benefits to be
      received  therefor,  and for other good and  valuable  consideration,  the
      receipt and adequacy of which is hereby acknowledged,  the Employee agrees
      as follows:

      (a)   The  Company  Owns All of  Employee's  Work Which is  Performed  for
            Company.  Each party  acknowledges  that the Employee is a full time
            employee  and that work  performed  by the  Employee  for himself or
            other  employees  will be owned by the  Company.  All  improvements,
            discoveries,  inventions,  designs, documents, licenses and patents,
            or other data devised, conceived, made, developed,  obtained, filed,
            perfected,  acquired,  or first reduced to practice,  in whole or in
            part, or in the regular course of employment by the Employee  during
            the term of this Agreement,  and related in any way to the business,
            including development and research, of the Company or any subsidiary
            or affiliate  engaged in business  substantially  similar to that of
            the Company shall be promptly disclosed to the Company. The Employee
            hereby assigns and transfers to the Company all his right,  interest
            and title thereto, and such improvements,  discoveries,  inventions,
            designs, documents, licenses and patents, or other data shall become
            the property of the Company. During the term of this Agreement,  and
            at anytime  thereafter,  upon request of the  Company,  the Employee
            will join and render  assistance in any  proceedings and execute any
            papers  necessary  to file and  prosecute  applications  for, and to
            acquire,   maintain  and  enforce,   letters   patent,   trademarks,
            registrations  and/or  copyrights,  both domestic and foreign,  with
            respect  to such  improvements,



                                     - 7 -
<PAGE>

            discoveries,  inventions,  designs, documents, licenses and patents,
            or other data as required for vesting and maintaining  title to same
            in the Company.

      (b)   Non-Disclosure of Confidential Information.  The Employee agrees and
            acknowledges   that   the   term   "Confidential   and   Proprietary
            Information"  shall mean any and all  information  not in the public
            domain,  in any form,  emanating  from or relating to the Company or
            its  subsidiaries  and  affiliates,  including,  but not limited to,
            trade secrets,  technical  information,  costs,  designs,  drawings,
            processes,  systems, methods of operation and procedures,  formulae,
            test data, know-how, improvements, price lists, financial data, code
            books, invoices and other financial  statements,  computer programs,
            discs and printouts, sketches, and plans (engineering, architectural
            or otherwise),  customer lists, telephone numbers, names, addresses,
            information about equipment and processes (including  specifications
            and operating  manuals),  or any other  compilation  of  information
            written or unwritten  that is used in the business of the Company or
            any  subsidiary  or  affiliate  and that  gives the  Company  or any
            subsidiary or affiliate any  opportunity to obtain an advantage over
            competitors of the Company who do not know or use such  information.
            The  Employee  agrees and  acknowledges  that all  Confidential  and
            Proprietary  Information,  in any form,  and all copies and extracts
            thereof, is and are and shall remain the sole and exclusive property
            of the Company and,  upon  termination  of his  employment  with the
            Company hereby agrees to return to the Company the originals and all
            copies of any Confidential and Proprietary  Information  provided to
            or acquired  by the  Employee  during the period of his  employment.
            Except as ordered by a court of competent jurisdiction, the Employee
            expressly  agrees  never to disclose to any person  (except to other
            Company  employees,  and then  only on a "need to  know"  basis)  or
            entity any Confidential or Proprietary Information either during the
            term of this  Agreement or at any time after the  termination of his
            employment,  except  with  the  express  written  authorization  and
            consent of the Company.

      (c)   Customers'  Information.  The Employee  understands and acknowledges
            that each customer of the Company or its  subsidiaries or affiliates
            will disclose  information that will be within the Company's control
            in  connection  with the  Company's  furnishing  of  services to its
            customer. The Employee covenants and agrees to hold such information
            in the strictest  confidence and shall treat such information in the
            same  manner  as  if  such   information  were   "Confidential   and
            Proprietary Information", as defined herein.

9.    Other Contracts.  Each party acknowledges that the Employee is employed on
      a full time basis.  The  Employee may not accept  employment  with a third
      party or undertake other activities for compensation at anytime during the
      term of this  Agreement  which prevent the Employee from  discharging  his
      duties hereunder.


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<PAGE>

10.    Restrictive Covenant.

      (a)   The Employee acknowledges and recognizes that during the term hereof
            he will be privy  to  trade  secrets  and  confidential  proprietary
            information  critical  to  the  business  of  the  Company  and  its
            subsidiaries and affiliates and further  acknowledges and recognizes
            that the Company  would find it  extremely  difficult to replace the
            Employee.  Accordingly,  if the Employee  terminates  his employment
            without a Good Reason,  or the Company  terminates  the Employee for
            Cause,  the Employee  shall not,  during the term hereof and for the
            one-year period  following  termination,  (i) directly or indirectly
            engage in,  represent in any way, or be connected with, any business
            (such business  being referred to herein as a "Competing  Business")
            competing   with  the   business  of  the  Company  or  any  of  its
            subsidiaries or affiliates  within any state or country in which the
            Company or any such  subsidiary  or  affiliate  transacts  business,
            whether such  engagement  shall be as an officer,  director,  owner,
            employee,  partner,  affiliate or other participant in any Competing
            Business,  (ii) assist others in engaging in any Competing  Business
            in the  manner  described  in clause  (i)  above,  (iii)  induce any
            employees of the Company or any of its subsidiaries or affiliates to
            terminate  their  employment with the Company or any such subsidiary
            or affiliate, or to engage in any Competing Business, or (iv) induce
            any  entity  or  person  with  which  the  Company  or  any  of  its
            subsidiaries or affiliates has a business  relationship to terminate
            or alter such business relationship; provided, however, that nothing
            contained in this Section 10(a) shall prevent, restrain or otherwise
            restrict  the  Employee  from  owning  5% or  less of any  class  of
            securities  of any  competitor  of  the  Company  so  long  as  such
            securities  are listed  for trade by NASDAQ in the  over-the-counter
            market or are traded on an organized securities exchange.

      (b)   The Company and the Employee expressly acknowledge and agree that no
            restrictive  covenants  will be  imposed  upon the  Employee  if the
            Employee  terminates  his  employment for Good Reason or the Company
            terminates  the Employee  without  Cause.  If the Company  allegedly
            terminates  the Employee  for Cause and the Employee  does not agree
            with such allegation, no restrictive covenants shall be imposed upon
            the  Employee  unless and until a judicial  decision  finds that the
            Company was justified in terminating the Employee for Cause.

      (c)   The Employee  understands that the foregoing  restrictions may limit
            his  ability  to earn a  livelihood  in a  business  similar  to the
            business of the Company and its  subsidiaries or affiliates,  but he
            nevertheless   believes  that  he  has  received  and  will  receive
            sufficient  consideration  and other  benefits as an employee of the
            Company as provided hereunder, to justify clearly such restrictions.
            The Company reserves the right to provide additional compensation to
            Employee  to  the  extent  necessary  to  enforce  this  restrictive
            covenant.




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<PAGE>

11.   Amendments or Additions;  Action by the Board.  No amendments or additions
      to the  Agreement  shall be binding  unless in  writing  and signed by all
      parties hereto. The prior approval by a two-thirds affirmative vote of the
      full Board shall be required  in order for the  Company to  authorize  any
      amendments or additions to this Agreement, to give any consents or waivers
      of  provisions of this  Agreement,  or to take any other action under this
      Agreement including any Notice of Termination.

12.    Miscellaneous.

      (a)   Notices.  Any notice required or permitted  hereunder shall be given
            in  writing  and shall be  personally  delivered  or mailed by first
            class registered or certified mail, postage prepaid,  return receipt
            requested, or transmitted by facsimile,  telegram or telex addressed
            to the  Company or the  Employee at the  addresses  set forth on the
            signature page of this  Agreement,  or at such other address as such
            party may designate by ten days advance  written notice to the other
            party.

            Each notice or communication that shall have been transmitted in the
            manner  described  above,  or that  shall have been  delivered  to a
            telegraph company,  shall be deemed sufficiently given, served, sent
            or  received  for all  purposes  at  such  time as it is sent to the
            addressee (with return receipt, delivery receipt or (with respect to
            a  telex)  the  answer  back  being  deemed  (conclusive,   but  not
            exclusive,  evidence of such sending) or at such time as delivery is
            refused by the addressee upon presentation.

      (b)   Severability.  Nothing in this Agreement shall be construed so as to
            require the  commission of any act contrary to law and wherever this
            is a conflict  between any provision of this  Agreement and any law,
            statute,  ordinance,  order or regulation, the latter shall prevail,
            but in such event any provision of this Agreement shall be curtailed
            and  limited  only  to the  extent  necessary  to  bring  it  within
            applicable  legal  requirements.  If any provision of this Agreement
            should be held invalid or  unenforceable,  the remaining  provisions
            shall be unaffected by such a holding.

      (c)   Complete Agreement. This Agreement contains the entire agreement and
            understanding  between  the parties  relating to the subject  matter
            hereof,  and supersedes  any prior  understandings,  agreements,  or
            representations by or between the parties, written or oral, relating
            to the subject matter hereof.

      (d)   Successors   and  Assigns.   This   Agreement  and  the  rights  and
            obligations  of the  parties  hereto  shall  bind  and  inure to the
            benefit of any  successor  or  successors  of the  Company by way of
            reorganization,  merger or consolidation  and any assignee of all or
            substantially  all of its business and assets,  but except as to any
            such  successor or assignee of the Company,  neither this  Agreement
            nor any rights or benefits  hereunder may be assigned by the Company
            or the Employee. However, in the event of death of the Employee, all
            rights to receive payments  hereunder shall become the rights of the
            Employee's estate.


                                     - 10 -
<PAGE>

      (e)   Section  Headings.  The Section  headings used in this Agreement are
            included solely for convenience and shall not affect,  or be used in
            connection with, the interpretation of this Agreement.

      (f)   Governing Law. This Agreement  shall be governed by and construed in
            accordance  with the laws of the State as such laws are  applied  to
            contracts entered into and to be performed entirely within the State
            of Delaware.


                                * * * * * * *



                                     - 11 -
<PAGE>


      IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
on the day and year first above written.


CONVERSION TECHNOLOGIES INTERNATIONAL, INC.



By: /s/ Eckhardt C. Beck
    --------------------
        Eckardt C. Beck
        Chairman



JACK D. HAYS, JR.


/s/ Jack D. Hays, Jr.
-----------------------
Jack D. Hays, Jr.
Address:
        ----------------------------------------------



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