[FORM OF]

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR
ANY STATE  SECURITIES LAW. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE  OF SUCH  REGISTRATION  OR UNLESS  THE  COMPANY  RECEIVES  AN OPINION OF
COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT
FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.



                  CONVERSION TECHNOLOGIES INTERNATIONAL, INC.
                  -------------------------------------------



                     Warrant for the Purchase of Shares of
                     -------------------------------------
                                Preferred Stock
                                ---------------

No. [ ]                                                     [ ]Shares


     FOR VALUE RECEIVED, CONVERSION TECHNOLOGIES INTERNATIONAL, INC., a
Delaware corporation (the "Company"), hereby certifies that Placement Agent, its
designee or its permitted  assigns is entitled to purchase from the Company,  at
any time or from time to time  commencing  on [ ], 1998 and prior to 5:00  P.M.,
New York City time, on [ ], 2007, [ ] ([ ]) fully paid and non-assessable shares
of Series A  Convertible  Preferred  Stock,  $.001 par value per  share,  of the
Company for an  aggregate  purchase  price of $[ ] (computed on the basis of [ ]
per share). Hereinafter, (i) said Series A Convertible Preferred Stock, together
with any other equity securities which may be issued by the Company with respect
thereto  (other than on  conversion  thereof) or in  substitution  therefor,  is
referred to as the "Preferred Stock", (ii) the Common Stock, $.001 par value per
share,  of the  Company,  into  which the  Preferred  Stock is  convertible,  is
referred  to as the  "Common  Stock",  (iii) the shares of the  Preferred  Stock
purchasable  hereunder or under any other Warrant (as  hereinafter  defined) are
referred to as the "Warrant Shares", (iv) the shares of Common Stock purchasable
hereunder or under any other  Warrant (as  hereinafter  defined)  following  the
conversion of all shares of Preferred  Stock into Common Stock and each share of
Common Stock  receivable  upon the conversion of the Warrant  Shares  receivable
upon the exercise of this Warrant are  referred to as the  "Conversion  Shares",
(v)  the  aggregate  purchase  price  payable  for  the  Warrant  Shares  or the
Conversion  Shares,  as  the  case  may  be,  hereunder  is  referred  to as the
"Aggregate  Warrant  Price",  (vi) the price payable  (initially $[ ] per share,
subject to adjustment) for each of the Warrant Shares or the Conversion  Shares,
as the case may be,  hereunder is referred to as the "Per Share Warrant  Price",
(vii) this  Warrant,  all  similar  Warrants  issued on the date  hereof and all
Warrants  hereafter  issued in exchange or substitution for this Warrant or such
similar  Warrants are referred to as the  "Warrants",  (viii) the holder of this
Warrant is referred to as the  "Holder"  and the holder of this  Warrant and all
other  Warrants,  Warrant  Shares and  Conversion  Shares are referred to as the
"Holders"  and  Holders  of more than  fifty  percent  (50%) of the  outstanding
Warrants,  Warrant Shares, Preferred Stock and Conversion Shares are referred to
as the  "Majority of the  Holders")  and (ix) the then current  Market Price per
share on any particular date (the "Market Price") shall be deemed to be the last
sale price of the Common Stock on the trading day prior to such date or, in case
no such reported  sales take place on such day, the 


                                      -1-
<PAGE>

average of the last  reported  bid and asked  prices of the Common Stock on such
day, in either case on the principal national  securities  exchange on which the
Common  Stock is admitted to trading or listed,  or if not listed or admitted to
trading on any such exchange, the representative closing bid price of the Common
Stock as reported by the Nasdaq  SmallCap  Market  ("Nasdaq"),  or other similar
organization  if Nasdaq  is no longer  reporting  such  information,  or, if the
Common  Stock is not  reported  on Nasdaq,  the high per share bid price for the
Common  Stock  in the  over-the-counter  market  as  reported  by  the  National
Quotation  Bureau or  similar  organization,  or if not so  available,  the fair
market  value of the Common  Stock as  determined  in good faith by the Board of
Directors.  The then current  "Market Price Per Share of Preferred  Stock" shall
equal the then current Market Price multiplied by the then effective "conversion
rate" (as defined and used in the  Certificate of Designation  for the Preferred
Stock) or if not so available,  the fair market value of the Preferred Stock (or
the Common Stock following  conversion of all the Preferred Stock) as determined
in good faith by the Board of  Directors.  The  Aggregate  Warrant  Price is not
subject to  adjustment.  The Per Share Warrant Price is subject to adjustment as
hereinafter provided; in the event of any such adjustment, the number of Warrant
Shares or Conversion  Shares,  as the case may be,  deliverable upon exercise of
this Warrant  shall be adjusted by dividing the  Aggregate  Warrant Price by the
Per Share  Warrant  Price in  effect  immediately  after  such  adjustment.  The
Warrants  shall not be subject to  redemption  by the  Company  nor will they be
callable or manditorily convertible by the Company.


1.    Exercise of Warrant.
      -------------------

     (a) This  Warrant  may be  exercised,  in whole at any time or in part from
time to time,  commencing  on [ , 1998]  and prior to 5:00  P.M.,  New York City
time, on [ , 2008] by the Holder:


          (i) by the  surrender of this Warrant (with the  subscription  form at
     the end hereof duly  executed) at the address set forth in Subsection  9(a)
     hereof, together with proper payment of the Aggregate Warrant Price, or the
     proportionate  part  thereof if this  Warrant is  exercised  in part,  with
     payment for Warrant Shares or Conversion  Shares,  as the case may be, made
     by certified or official bank check payable to the order of the Company; or

          (ii) by the surrender of this Warrant (with the cashless exercise form
     at the end hereof duly executed) (a "Cashless Exercise") at the address set
     forth in Subsection 9(a) hereof.  Such  presentation and surrender shall be
     deemed a waiver of the Holder's  obligation  to pay the  Aggregate  Warrant
     Price,  or the  proportionate  part thereof if this Warrant is exercised in
     part. In the event of a Cashless  Exercise,  the Holder shall  exchange its
     Warrant for that number of Warrant Shares or Conversion Shares, as the case
     may be,  subject to such Cashless  Exercise  multiplied by a fraction,  the
     numerator of which shall be the difference  between the then Current Market
     Price Per Share of  Preferred  Stock (or the  Common  Stock  into which the
     Preferred  Stock is convertible)  and the Per Share Warrant Price,  and the
     denominator  of which shall be the Market  Price (or the Common  Stock into
     which the Preferred Stock is convertible).  For purposes of any computation
     under this Section  1(a),  the then current  Market Price shall be based on
     the trading day prior to the Cashless Exercise.

     (b) If this Warrant is  exercised  in part,  this Warrant must be exercised
for a number of whole  shares  of the  Preferred  Stock,  (or the  Common  Stock
following  conversion of all the Preferred  Stock) and the Holder is entitled to
receive a new Warrant covering the Warrant 


                                      -2-
<PAGE>

Shares or Conversion  Shares,  as the case may be, which have not been exercised
and  setting  forth  the  proportionate  part  of the  Aggregate  Warrant  Price
applicable to such Warrant Shares or Conversion Shares, as the case may be. Upon
surrender  of  this  Warrant,  the  Company  will  (i)  issue a  certificate  or
certificates  in the name of the Holder for that  number of whole  shares of the
Preferred Stock (or the Common Stock  following  conversion of all the Preferred
Stock) to which the Holder  shall be entitled  and, if this Warrant is exercised
in whole, in lieu of any fractional  share of the Preferred Stock (or the Common
Stock following conversion of all the Preferred Stock) to which the Holder shall
be entitled, pay to the Holder cash in an amount equal to the fair value of such
fractional share (determined in such reasonable manner as the Board of Directors
of the Company  shall  determine),  and (ii)  deliver the other  securities  and
properties  receivable upon the exercise of this Warrant,  or the  proportionate
part thereof if this Warrant is exercised in part, pursuant to the provisions of
this Warrant.

     (c) If this  Warrant is  exercised on or after the date on which all shares
of  Preferred  Stock  have been  converted  into  shares of  Common  Stock  (the
"Conversion  Date"),  then this Warrant shall be exercisable only for Conversion
Shares,  each at the then  applicable  Per Share  Warrant Price  (including  any
adjustment pursuant to Section 3(f) below).

     2.  Reservation  of Warrant  Shares and  Conversion  Shares;  Listing.  The
         -----------------------------------------------------------------
Company agrees that, prior to the expiration of this Warrant,  the Company shall
at all times (a) have  authorized  and in  reserve,  and shall  keep  available,
solely for issuance and delivery upon the exercise of this  Warrant,  the shares
of the Preferred Stock and other  securities and properties as from time to time
shall be  receivable  upon the exercise of this  Warrant,  free and clear of all
restrictions on sale or transfer,  other than under Federal or state  securities
laws,  and free and clear of all  preemptive  rights and rights of first refusal
and (b) subject to the Company's obligation to increase the number of authorized
shares of Common Stock, as described in the Confidential Term Sheet dated August
8, 1997, as supplemented and amended,  have authorized and in reserve, and shall
keep  available,  solely for issuance or delivery upon conversion of the Warrant
Shares or the exercise of this Warrant following the conversion of all shares of
Preferred  Stock  into  Common  Stock,  the  shares  of  Common  Stock and other
securities  and  properties as from time to time shall be  receivable  upon such
conversion,  free and clear of all restrictions on sale or transfer,  other than
under Federal or state  securities  laws,  and free and clear of all  preemptive
rights and rights of first refusal;  and (c) if the Company  hereafter lists its
Common Stock on any national securities  exchange,  use its best efforts to keep
the  Conversion  Shares  authorized  for listing on such exchange upon notice of
issuance.

     3. Protection Against Dilution.
        ---------------------------

     (a) If,  at any time or from time to time  after the date of this  Warrant,
the Company  shall  issue or  distribute  to the holders of shares of  Preferred
Stock evidence of its  indebtedness,  any other securities of the Company or any
cash,  property  or  other  assets  (excluding  a  subdivision,  combination  or
reclassification,  or dividend or  distribution  payable in shares of  Preferred
Stock, referred to in Subsection 3(b), and also excluding cash dividends or cash
distributions  paid out of net profits  legally  available  therefor in the full
amount  thereof  (any such  non-excluded  event being  herein  called a "Special
Dividend")),  the Per Share Warrant Price shall be adjusted by  multiplying  the
Per Share  Warrant  Price then in effect by a fraction,  the  numerator of which
shall be the then  current  Market  Price in effect on the  record  date of such
issuance or distribution less the fair market value (as determined in good faith
by the  Company's  Board of Directors)  of the evidence of  indebtedness,  cash,
securities or property,  or other assets issued or  distributed  in such Special
Dividend applicable to one share of Preferred Stock and the denominator of which
shall be the then  current  Market  Price in effect on the  record  date of such


                                      -3-
<PAGE>

issuance or  distribution.  An adjustment  made pursuant to this Subsection 3(a)
shall  become  effective  immediately  after the record date of any such Special
Dividend.

     (b) In case  the  Company  shall  hereafter  (i) pay a  dividend  or make a
distribution on its capital stock in shares of Preferred  Stock,  (ii) subdivide
its outstanding shares of Preferred Stock into a greater number of shares, (iii)
combine  its  outstanding  shares of  Preferred  Stock into a smaller  number of
shares or (iv) issue by  reclassification  of its Preferred  Stock any shares of
capital stock of the Company (other than the Conversion  Shares),  the Per Share
Warrant  Price shall be adjusted to be equal to a  fraction,  the  numerator  of
which shall be the Aggregate Warrant Price and the denominator of which shall be
the number of shares of Preferred  Stock or other  capital  stock of the Company
which he would have owned  immediately  following  such action had such  Warrant
been exercised  immediately  prior thereto.  An adjustment made pursuant to this
Subsection 3(b) shall become effective  immediately after the record date in the
case of a dividend or distribution and shall become effective  immediately after
the   effective   date  in  the   case   of  a   subdivision,   combination   or
reclassification.

     (c) Except as  provided in  Subsections  3(a),  3(b) and 3(d),  in case the
Company  shall  hereafter  issue or sell any  Preferred  Stock,  any  securities
convertible into Preferred  Stock,  any rights,  options or warrants to purchase
Preferred Stock or any securities convertible into Preferred Stock, in each case
for a price per share or  entitling  the holders  thereof to purchase  Preferred
Stock at a price per share (determined by dividing (i) the total amount, if any,
received or receivable by the Company in  consideration  of the issuance or sale
of such securities plus the total consideration,  if any, payable to the Company
upon  exercise or  conversion  thereof (the "Total  Consideration")  by (ii) the
number of  additional  shares of  Preferred  Stock  issuable  upon  exercise  or
conversion of such securities) which is less than either the then Current Market
Price Per Share of  Preferred  Stock in effect on the date of such  issuance  or
sale or the Per Share  Warrant  Price,  the Per Share  Exercise  Price  shall be
adjusted as of the date of such  issuance or sale by  multiplying  the Per Share
Warrant Price then in effect by a fraction,  the numerator of which shall be (x)
the sum of (A) the number of shares of Preferred Stock outstanding on the record
date of such  issuance or sale plus (B) the Total  Consideration  divided by the
then  current  Market  Price of the  Preferred  Stock or the  current  Per Share
Warrant Price,  whichever is greater,  and the denominator of which shall be (y)
the number of shares of Preferred  Stock  outstanding on the record date of such
issuance or sale plus the maximum number of additional shares of Preferred Stock
issued, sold or issuable upon exercise or conversion of such securities.

     (d) No  adjustment  in the Per Share Warrant Price shall be required in the
case of the  issuance  by the  Company of  Preferred  Stock (i)  pursuant to the
exercise of any Warrant or (ii) pursuant to the exercise of any stock options or
warrants  currently  outstanding  or  securities  issued  after the date  hereof
pursuant to any Company benefit plan.

     (e) In case  of any  capital  reorganization  or  reclassification,  or any
consolidation  or merger to which the  Company is a party other than a merger or
consolidation in which the Company is the continuing corporation,  or in case of
any sale or  conveyance  to another  entity of the property of the Company as an
entirety  or  substantially  as a  entirety,  or in the  case  of any  statutory
exchange of securities with another corporation (including any exchange effected
in connection with a merger of a third corporation into the Company), the Holder
of this Warrant  shall have the right  thereafter  to receive on the exercise of
this Warrant the kind and amount of securities, cash or other property which the
Holder would have owned or have been entitled to receive  immediately after such
reorganization,  reclassification,  consolidation,  merger,  statutory exchange,


                                      -4-
<PAGE>

sale or  conveyance  had this Warrant been  exercised  immediately  prior to the
effective date of such reorganization, reclassification,  consolidation, merger,
statutory  exchange,  sale or  conveyance  and in any such case,  if  necessary,
appropriate  adjustment  shall be made in the  application of the provisions set
forth in this Section 3 with respect to the rights and  interests  thereafter of
the  Holder of this  Warrant  to the end that the  provisions  set forth in this
Section 3 shall thereafter  correspondingly be made applicable, as nearly as may
reasonably  be,  in  relation  to any  shares  of stock or other  securities  or
property  thereafter  deliverable  on the  exercise of this  Warrant.  The above
provisions  of  this   Subsection  3(e)  shall  similarly  apply  to  successive
reorganizations,    reclassifications,    consolidations,   mergers,   statutory
exchanges,  sales or  conveyances.  The Company  shall require the issuer of any
shares of stock or other  securities or property  thereafter  deliverable on the
exercise  of  this  Warrant  to be  responsible  for all of the  agreements  and
obligations  of  the  Company  hereunder.  Notice  of any  such  reorganization,
reclassification,  consolidation, merger, statutory exchange, sale or conveyance
and of said provisions so proposed to be made, shall be mailed to the Holders of
the Warrants  not less than thirty (30) days prior to such event.  A sale of all
or substantially all of the assets of the Company for a consideration consisting
primarily  of  securities  shall be deemed a  consolidation  or  merger  for the
foregoing purposes.

     (f) Upon the  conversion of all the  Preferred  Stock into Common Stock the
Per  Share  Warrant  Price  shall be  adjusted  to be equal to a  fraction,  the
numerator of which shall be the Aggregate  Warrant Price and the  denominator of
which shall be the number of shares of Common  Stock or other  capital  stock of
the  Company  which the  Holder  would  have owned  immediately  following  such
conversion  had  this  Warrant  been   exercised   (assuming  a  cash  exercise)
immediately prior thereto.

     (g) No adjustment  in the Per Share Warrant Price shall be required  unless
such  adjustment  would  require an  increase  or decrease of at least $0.05 per
share of Preferred  Stock;  provided,  however,  that any  adjustments  which by
                            --------   -------
reason of this  Subsection  3(g) are not  required  to be made  shall be carried
forward and taken into account in any subsequent adjustment;  provided, further,
                                                              --------  -------
however,  that  adjustments  shall be required and made in  accordance  with the
provisions  of this Section 3 (other than this  Subsection  3(g)) not later than
such time as may be  required  in order to  preserve  the  tax-free  nature of a
distribution  to the Holder of this Warrant or Preferred Stock issuable upon the
exercise  hereof.  All  calculations  under this  Section 3 shall be made to the
nearest cent or to the nearest  1/100th of a share, as the case may be. Anything
in this Section 3 to the contrary notwithstanding, the Company shall be entitled
to make such  reductions  in the Per Share Warrant  Price,  in addition to those
required by this Section 3, as it in its  discretion  shall deem to be advisable
in order  that any stock  dividend,  subdivision  of shares or  distribution  of
rights to purchase  stock or securities  convertible or  exchangeable  for stock
hereafter made by the Company to its stockholders shall not be taxable.

     (h)  Whenever the Per Share  Warrant  Price is adjusted as provided in this
Section 3 and upon any  modification  of the rights of a Holder of  Warrants  in
accordance  with this  Section 3, the  Company  shall  promptly  prepare a brief
statement of the facts requiring such adjustment or modification  and the manner
of computing the same and cause copies of such  certificate  to be mailed to the
Holders of the  Warrants.  The Company may, but shall not be obligated to unless
requested  by a Holders  of more than  fifty  percent  (50%) of the  outstanding
Warrants,  Warrant  Shares and  Conversion  Shares,  obtain,  at its expense,  a
certificate of a firm of independent public  accountants of recognized  standing
selected  by the Board of  Directors  (who may be the  regular  auditors  of the
Company)  setting  forth the Per Share  Warrant  Price and the number of Warrant
Shares or Conversion  Shares,  as the case may be, after such  adjustment or the
effect of such  modification,  a brief  statement  of the facts  requiring  such
adjustment or modification and the manner of computing the same and cause copies
of such certificate to be mailed to the Holders of the Warrants.


                                      -5-
<PAGE>

     (i) If the Board of Directors of the Company  shall declare any dividend or
other  distribution  with respect to the  Preferred  Stock or Common Stock other
than a cash  distribution  out of earned surplus,  the Company shall mail notice
thereof to the Holders of the  Warrants not less than ten (10) days prior to the
record date fixed for determining  stockholders  entitled to participate in such
dividend or other distribution.

     (j) If, as a result of an  adjustment  made pursuant to this Section 3, the
Holder of any Warrant thereafter  surrendered for exercise shall become entitled
to receive shares of two or more classes of capital stock or shares of Preferred
Stock and other capital stock of the Company,  the Company's  Board of Directors
(whose  determination  shall be  conclusive  and shall be described in a written
notice to the  Holder of any  Warrant  promptly  after  such  adjustment)  shall
determine  the  allocation  of the adjusted Per Share  Warrant  Price between or
among shares or such classes of capital  stock or shares of Preferred  Stock and
other capital stock.

     (k) For purposes of the anti-dilution  protection contained in this Section
3, at all times  following the conversion of all shares of Preferred  Stock into
shares of Common  Stock,  the term  Preferred  Stock  shall be read to be Common
Stock, context permitting, so that the anti-dilution provisions will continue to
protect the purchase rights  represented by this Warrant after the conversion of
all the Preferred  Stock into the Common Stock in accordance  with the essential
intent and principles of this Section 3 (it being  understood that prior to such
conversion,  the  anti-dilution  provisions of the Preferred Stock shall protect
the Holder from dilution of the Common Stock).

     (l) Upon the  expiration  of any rights,  options,  warrants or  conversion
privileges,  if such shall not have been exercised, the number of Warrant Shares
purchasable  upon exercise of this  Warrant,  to the extent this Warrant has not
then been  exercised,  shall,  upon such  expiration,  be  readjusted  and shall
thereafter be such as they would have been had they been originally adjusted (or
had the original adjustment not been required,  as the case may be) on the basis
of (A) the fact that Preferred  Stock, if any,  actually issued or sold upon the
exercise of such rights, options, warrants or conversion privileges, and (B) the
fact that such shares of Preferred  Stock,  if any,  were issued or sold for the
consideration  actually  received by the  Company  upon such  exercise  plus the
consideration,  if any, actually received by the Company for the issuance,  sale
or grant of all such rights, options,  warrants or conversion privileges whether
or not exercised;  provided,  however,  that no such readjustment shall have the
effect of decreasing the number of Conversion  Shares  purchasable upon exercise
of this Warrant by an amount in excess of the amount of the adjustment initially
made in respect of the issuance, sale or grant of such rights, options, warrants
or conversion privileges.

     4. Fully Paid Stock; Taxes. The Company agrees that the shares of Preferred
        -----------------------
Stock  represented by each and every certificate for Warrant Shares delivered on
the exercise of this Warrant and the shares of Common Stock  delivered  upon the
conversion of the Warrant  Shares or the exercise of this Warrant  following the
conversion of all shares of Preferred Stock into Common Stock, shall at the time
of  such  delivery,   be  validly  issued  and   outstanding,   fully  paid  and
nonassessable,  and not subject to preemptive rights or rights of first refusal,
and the Company  will take all such  actions as may be  necessary to assure that
the par value or stated value,  if any, per share of the Preferred Stock and the
Common  Stock is at all times  equal to or less than the then Per Share  Warrant
Price.  The Company further  covenants and agrees that it will pay, when due and
payable,  any and all Federal and state stamp,  original  issue or similar taxes
which may be payable in respect of the issue of any  Warrant  Share,  Conversion
Share or any certificate  thereof to the extent required because of the issuance
by the Company of such security.


                                      -6-
<PAGE>


     5.  Registration  Under  Securities  Act of 1933. (a) The Holder shall with
         --------------------------------------------
respect to the  Conversion  Shares only,  have the right to  participate  in the
registration rights granted to purchasers of Preferred Stock pursuant to Article
5 of the subscription  agreements (the "Subscription  Agreements")  between such
purchasers  and the Company  that were  entered  into at the time of the initial
sale by the Company of the Preferred  Stock. By acceptance of this Warrant,  the
Holder  agrees to comply with the  provisions  in Article 5 of the  Subscription
Agreement to same extent as if it were a party thereto.

     (b) Until  all  Conversion  Shares  have  been  sold  under a  Registration
Statement  or  pursuant  to Rule 144  ("Rule  144")  as  promulgated  under  the
Securities Act of 1933, as amended (the "Securities Act"), the Company shall use
its reasonable best efforts to file with the Securities and Exchange  Commission
all current reports and the information as may be necessary to enable the Holder
to effect sales of its shares in reliance  upon Rule 144  promulgated  under the
Act.

     6. Investment Intent; Limited Transferability.
        ------------------------------------------

     (a) The Holder represents,  by accepting this Warrant,  that it understands
that this Warrant and any  securities  obtainable  upon exercise of this Warrant
have not been registered for sale under Federal or state securities laws and are
being offered and sold to the Holder pursuant to one or more exemptions from the
registration  requirements of such securities laws. The Holder  understands that
it must  bear  the  economic  risk of its  investment  in this  Warrant  and any
securities  obtainable upon exercise of this Warrant for an indefinite period of
time, as this Warrant and such securities have not been registered under Federal
or state  securities  laws and  therefore  cannot  be sold  unless  subsequently
registered  under such laws or unless an  exemption  from such  registration  is
available.

     (b) The  Holder,  by his  acceptance  of this  Warrant,  represents  to the
Company  that he is  acquiring  this  Warrant and will  acquire  any  securities
obtainable  upon exercise of this Warrant for his own account for investment and
not with a view to, or for sale in connection with, any distribution  thereof in
violation of the  Securities  Act.  The Holder  agrees that this Warrant and any
such  securities  will  not  be  sold  or  otherwise  transferred  unless  (i) a
registration  statement  with respect to such  transfer is  effective  under the
Securities  Act and any  applicable  state  securities  laws or (ii) the  Holder
delivers to the  Company an opinion of counsel  reasonably  satisfactory  to the
Company that such registration statement is not required.

     (c) In addition to the requirements  set forth in Section 6(b) above,  this
Warrant  may not be sold,  transferred,  assigned  or  hypothecated  for six (6)
months from the date hereof except (i) to any firm or corporation  that succeeds
to all or substantially all of the business of Paramount Capital,  Inc., (ii) to
any of the  officers,  employees or affiliated  companies of Paramount  Capital,
Inc.,  or of any such  successor  firm,  (iii)  to any  member  of the  National
Association of Securities Dealers,  Inc. ("NASD")  participating in the Offering
or any officer or employee of any such NASD member,  provided  such issuance may
be made in compliance  with  Regulation D or (iv) in the case of an  individual,
pursuant to such individual's last will and testament or the laws of descent and
distribution, and is so transferable only upon the books of the Company which it
shall  cause to be  maintained  for such  purpose.  The  Company  may  treat the
registered  Holder of this Warrant as he or it appears on the Company's books at
any time as the Holder for all purposes.  The Company shall permit any Holder of
a Warrant or its duly authorized attorney,  upon written request during ordinary
business  hours, to inspect and copy or make extracts from its books showing the
registered  holders of  Warrants.  All  warrants  issued  upon the  transfer  or
assignment of this Warrant will be dated the same date as this Warrant,  and all
rights of the holder thereof shall be identical to those of the Holder.


                                      -7-
<PAGE>

     (d) This Warrant and all shares of  Preferred  Stock or Common Stock issued
upon  conversion   thereof  shall  be  stamped  or  imprinted  with  legends  in
substantially  the form set forth below (in  addition to any legend  required by
state securities laws):

     THE  SECURITIES  REPRESENTED  HEREBY HAVE BEEN ACQUIRED FOR  INVESTMENT AND
     HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH
     SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR
     TRANSFERRED IN THE ABSENCE OF SUCH  REGISTRATION OR AN EXEMPTION  THEREFROM
     UNDER SAID ACT.

     COPIES OF THE  AGREEMENT  COVERING  THE  PURCHASE OF THESE  SECURITIES  AND
     RESTRICTING  THEIR  TRANSFER  OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN
     REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY
     AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.

     7. Loss,  etc., of Warrant.  Upon receipt of evidence  satisfactory  to the
        -----------------------
Company of the loss,  theft,  destruction or mutilation of this Warrant,  and of
indemnity reasonably  satisfactory to the Company, if lost, stolen or destroyed,
and upon surrender and cancellation of this Warrant,  if mutilated,  the Company
shall execute and deliver to the Holder, in lieu of this Warrant,  a new Warrant
of like date, tenor and denomination.

     8. Warrant  Holder Not  Stockholder.  This Warrant does not confer upon the
        --------------------------------
Holder any right to vote or to consent to or receive  notice as a stockholder of
the Company, as such, in respect of any matters whatsoever,  or any other rights
or  liabilities  as a stockholder,  prior to the exercise  hereof;  this Warrant
does, however, require certain notices to Holders as set forth herein.

     9. Communication. No notice or other communication under this Warrant shall
        -------------
be effective unless,  but any notice or other  communication  shall be effective
and shall be deemed to have been given if, the same is in writing  and is mailed
by first-class mail, postage prepaid, addressed to:

            (a) the Company at Conversion Technologies International, Inc., 3452
      Lake Lynda Drive, Suite 280, Orlando,  Florida 32817, Attn: President,  or
      at such other  address as the  Company  has  designated  in writing to the
      Holder, or

            (b) the Holder at c/o Placement  Agent's  Address,  or at other such
      address as the Holder has designated in writing to the Company.

     10.  Headings.  The headings of this Warrant have been inserted as a matter
          --------
of convenience and shall not affect the construction hereof.

     11.  Applicable  Law.  This Warrant  shall be governed by and  construed in
          ---------------
accordance  with the law of the State of New York without  giving  effect to the
principles of conflicts of law thereof.

     12. Amendment,  Waiver,  etc. Except as expressly provided herein,  neither
         ------------------------
this  Warrant  nor  any  term  hereof  may be  amended,  waived,  discharged  or
terminated other than by a written  instrument  signed by the party against whom
enforcement of any such amendment,



                                      -8-
<PAGE>

waiver,  discharge  or  termination  is  sought;  provided,  however,  that  any
provisions  hereof may be amended,  waived,  discharged or  terminated  upon the
written  consent of the Company and the then current  Majority of the Holders of
the Warrants only.


                                      -9-
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
President  and its  corporate  seal to be hereunto  affixed and  attested by its
Secretary this ___th day of ____________ , 1997.


                                        CONVERSION TECHNOLOGIES
                                        INTERNATIONAL, INC.


                                        By: 
                                           --------------------------------
                                           Name:  
                                           Title: 

ATTEST:


-----------------------------
Secretary

[Corporate Seal]


                                      -10-
<PAGE>


                              SUBSCRIPTION
                              ------------


     The  undersigned,  ___________________,  pursuant to the  provisions of the
foregoing    Warrant,    hereby   agrees   to   subscribe   for   and   purchase
____________________  shares of the Series A Preferred Stock, par value $.01 per
share, of Conversion Technologies  International,  Inc. covered by said Warrant,
and makes  payment  therefor  in full at the price  per share  provided  by said
Warrant.

     In  exercising   this  Warrant,   the   undersigned   hereby  confirms  and
acknowledges  that the  shares of Series A  Convertible  Preferred  Stock or the
Common Stock to be issued upon conversion  thereof are being acquired solely for
the account of the undersigned and not as a nominee for any other party, and for
investment,  and that the undersigned will not offer,  sell or otherwise dispose
of any such  shares of Series A Preferred  Stock or Common  Stock  except  under
circumstances that will not result in a violation of the Securities Act of 1933,
as amended, or any state securities laws.

     Please issue a  certificate  or  certificates  representing  said shares of
Series A Convertible  Preferred  Stock in the name of the undersigned or in such
other name as is specified below.


                                          -----------------------------------
                                          Name


     Please  issue a new Warrant  for the  unexercised  portion of the  attached
Warrant in the name of the  undersigned  or in such  other name as is  specified
below:


                                          -----------------------------------
                                          Name


Dated:                                    Signature:
      ------------------                            -------------------------
                                          Address:
                                                    -------------------------



                                CASHLESS EXERCISE
                                -----------------


     The  undersigned  ___________________,  pursuant to the  provisions  of the
foregoing Warrant, hereby elects to exchange its Warrant for ___________________
shares of Series A  Preferred  Stock,  par value $.01 per share,  of  Conversion
Technologies International, Inc. pursuant to the Cashless Exercise provisions of
the Warrant.

Dated:                                    Signature:
      ------------------                            -------------------------
                                          Address:
                                                    -------------------------


                                      -11-
<PAGE>

                               ASSIGNMENT
                               ----------


     FOR VALUE RECEIVED _______________ hereby sells, assigns and transfers unto
____________________ the foregoing Warrant and all rights evidenced thereby, and
does  irrevocably  constitute and appoint  _____________________,  attorney,  to
transfer  said Warrant on the books of  Conversion  Technologies  International,
Inc.

     The undersigned  also represents that, by assignment  hereof,  the Assignee
acknowledges  that this  Warrant  and the shares of stock to be issued  upon the
exercise hereof or conversion thereof are being acquired for investment and that
the Assignee will not offer, sell or otherwise dispose of this Warrant or any of
the shares of stock to be issued  upon  exercise  hereof or  conversion  thereof
except  under  circumstances  which  will  not  result  in a  violation  of  the
Securities Act of 1933, as amended, or any state securities laws.


Dated:                                    Signature:
      ------------------                            -------------------------
                                          Address:
                                                    -------------------------


                           PARTIAL ASSIGNMENT
                           ------------------

     FOR VALUE  RECEIVED  _______________  hereby  assigns  and  transfers  unto
____________________  the right to  purchase  _______  shares  of the  Preferred
Stock, par value $.001 per share, of Conversion Technologies International, Inc.
covered by the foregoing  Warrant,  and a proportionate part of said Warrant and
the rights  evidenced  thereby,  and does  irrevocably  constitute  and  appoint
____________________,  attorney,  to transfer  that part of said  Warrant on the
books of Conversion Technologies International, Inc.

Dated:                                    Signature:
      ------------------                            -------------------------
                                          Address:
                                                    -------------------------