[FORM OF]

THESE  SECURITIES HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933 OR
ANY APPLICABLE STATE  SECURITIES  LAWS. THEY MAY NOT BE SOLD,  OFFERED FOR SALE,
PLEDGED  OR  HYPOTHECATED   OR  OTHERWISE   TRANSFERRED  IN  THE  ABSENCE  OF  A
REGISTRATION  STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES  UNDER SUCH ACT
OR AN OPINION OF COUNSEL  SATISFACTORY TO THE COMPANY THAT SUCH  REGISTRATION IS
NOT REQUIRED OR UNLESS SOLD  PURSUANT TO RULE 144 OF SUCH ACT. ANY SUCH TRANSFER
MAY ALSO BE SUBJECT TO APPLICABLE STATE SECURITIES LAWS.



                             CONVERSION TECHNOLOGIES
                               INTERNATIONAL, INC.



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

No. [ ]                                                       [ ] Shares


     FOR VALUE RECEIVED, CONVERSION TECHNOLOGIES INTERNATIONAL, INC., a Delaware
corporation  (the  "Company"),  hereby  certifies that Holder,  or its permitted
assigns,  is entitled to purchase from the Company,  at any time or from time to
time commencing on _______, 1997, and prior to 5:00 P.M., New York City time, on
July __, 2002 (the "Termination  Date"), [ ] ([ ]) fully paid and non-assessable
shares of the Common  Stock,  $.00025 par value per share,  of the Company at an
exercise  price equal to the greater of (a) $.01 and (b) the Offering  Price (as
defined in the PPM) of the Common Stock of the Company issued in connection with
the Company's  current private  placement  offering pursuant to the confidential
Term Sheet dated ________,  1997 (as  hereafter  supplemented  and amended,  the
"PPM")  (Hereinafter,  (i) said Common  Stock,  together  with any other  equity
securities  which  may be issued  by the  Company  with  respect  thereto  or in
substitution  therefor, is referred to as the "Common Stock", (ii) the shares of
the  Common  Stock  purchasable   hereunder  or  under  any  other  Warrant  (as
hereinafter  defined)  are  referred  to as  the  "Warrant  


                                       1
<PAGE>

Shares",  (iii) the  aggregate  purchase  price  payable for the Warrant  Shares
hereunder  is  referred  to as the  "Aggregate  Warrant  Price",  (iv) the price
payable  for each of the  Warrant  Shares  hereunder  is referred to as the "Per
Share Warrant Price", (v) 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" and (vi) the
holder of this  Warrant is  referred to as the  "Holder"  and the holder of this
Warrant and all other Warrants or Warrant Shares issued upon the exercise of any
Warrant are referred to as the  "Holders").  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  shall be adjusted by dividing  the  Aggregate  Warrant  Price by the Per
Share Warrant Price in effect immediately after such adjustment.


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

     (a) This  Warrant  may be  exercised,  in whole at any time or in part from
time to time,  commencing on July __, 1997 and prior to the Termination Date, 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 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 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 (as hereinafter defined) of
     Common Stock and the Per Share Warrant Price,  and the denominator of which
     shall be the then current Market Price per share of Common Stock.  The then
     current market price per share of the Common Stock at any date (the 


                                       2
<PAGE>

     "Market  Price")  shall be deemed to be the last sale  price of the  Common
     Stock on the business day prior to the date of the Cashless Exercise or, in
     case no such reported sales take place on such day, the 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 National Market System or the Nasdaq
     SmallCap Market ("NASDAQ"),  or other similar  organization if NASDAQ is no
     longer reporting such information,  or if not so available, the fair market
     price of the  Common  Stock as  determined  in good  faith by the  Board of
     Directors.

     (b) If this Warrant is  exercised  in part,  this Warrant must be exercised
for a number of whole  shares of the Common  Stock and the Holder is entitled to
receive a new Warrant  covering the Warrant Shares which have not been exercised
and  setting  forth  the  proportionate  part  of the  Aggregate  Warrant  Price
applicable to such Warrant Shares.  Upon surrender of this Warrant,  the Company
will (i) issue a certificate or  certificates  in the name of the Holder for the
largest  number of whole shares of the Common Stock to which the Holder shall be
entitled and, if this Warrant is exercised in whole,  in lieu of any  fractional
share of the Common  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,  if any, or the proportionate part
thereof if this Warrant is exercised in part, pursuant to the provisions of this
Warrant.

     2. Reservation of Warrant Shares;  Listing.  The Company agrees that, prior
        ---------------------------------------
to the  expiration  of this  Warrant,  the  Company  will at all  times (a) have
authorized  and in  reserve,  and will keep  available,  solely for  issuance or
delivery upon the exercise of this  Warrant,  the shares of the Common 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,  except  for the  restrictions  on sale or  transfer  set forth in the
Securities Act of 1933, as amended (the "Act"),  and restrictions  created by or
on behalf of the Holder,  and free and clear of all preemptive rights and rights
of first  refusal;  and (b) when the Company  prepares and files a  registration
statement  covering the shares of Common Stock issued or issuable  upon exercise
of this Warrant with the  Securities and Exchange  Commission  (the "SEC") which
registration  statement  is 


                                       3
<PAGE>

declared  effective  by the SEC under the Act and the  Company  lists its Common
Stock on any national securities exchange or other quotation system, it will use
its reasonable  best efforts to cause the shares of Common Stock subject to this
Warrant to be listed on such exchange or quotation system.

     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 Common 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 Common 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,   which  together  with  the  value  of  other  dividends  and
distributions  made substantially  concurrently  therewith or pursuant to a plan
which  includes  payment  thereof,  is  equivalent  to not  more  than 5% of the
Company's net worth) (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 of the Common Stock 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 Common Stock
and the  denominator  of which  shall be the then  current  Market  Price of the
Common Stock.  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 Common Stock,  (ii) subdivide its
outstanding  shares  of Common  Stock  into a greater  number of  shares,  (iii)
combine its  outstanding  shares of Common Stock into a smaller number of shares
or (iv)  issue by  reclassification  of its  Common  Stock any shares of capital
stock of the Company,  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 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  


                                       4
<PAGE>

after  the  effective  date  in  the  case  of  a  subdivision,  combination  or
reclassification.

     (c) Except as provided in  Subsections  3(a) and 3(d),  in case the Company
shall hereafter issue or sell any Common Stock, any securities  convertible into
Common  Stock or any rights,  options or warrants  to purchase  Common  Stock or
securities  convertible into Common Stock, in each case for a price per share or
entitling  the  holders  thereof to purchase  Common  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
Common Stock issuable upon exercise or conversion of such  securities) less than
the then either the current  Market Price of the Common Stock or the current Per
Share  Warrant  Price in effect on the date of such  issuance  or sale,  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 (x) the sum of (A)
the number of shares of Common Stock outstanding on the date of such issuance or
sale plus (B) the Total Consideration divided by either the current Market Price
of the  Common  Stock or the  current  Per Share  Warrant  Price,  whichever  is
greater,  and the  denominator  of which  shall be (y) the  number  of shares of
Common Stock  outstanding  on the date of such issuance or sale plus the maximum
number of  additional  shares of Common  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 (i) Common Stock pursuant to the exercise
or conversion of any Warrant or any other options,  warrants or any  convertible
securities currently outstanding or outstanding as a result of securities issued
pursuant to the PPM;  provided,  that the exercise price or conversion  price at
which  such  options,  warrants  or  convertible  securities  are  exercised  or
converted,  as the case may be,  is equal to the  exercise  price or  conversion
price in effect  as of the date of this  Warrant  or as of the date of  issuance
with  respect to  securities  issued  pursuant to the PPM  (except for  standard
anti-dilution  adjustments  set forth  therein)  and (ii) shares of Common Stock
issued or sold pursuant to stock purchase or stock option plans or other similar
arrangements that are approved by the Company's Board of Directors.

     (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,  


                                       5
<PAGE>

or in case of any sale or  conveyance  to another  entity of the property of the
Company as an entirety or  substantially  as an 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,   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 issuer of any shares of stock or
other  securities  or property  thereafter  deliverable  on the exercise of this
Warrant shall 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  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) In case any event shall occur as to which the other  provisions of this
Section 3 are not  strictly  applicable  but as to which the failure to make any
adjustment  would not fairly  protect the purchase  rights  represented  by this
Warrant in accordance with the essential  intent and principles  hereof then, in
each such case,  the  Holders of Warrants  representing  the right to purchase a
majority of the Warrant Shares subject to all outstanding Warrants may appoint a
firm  of  independent  public   accountants  of  recognized   national  standing
reasonably  acceptable to the Company,  which shall give their opinion as to the
adjustment,  if  any,  on a basis  consistent  with  the  essential  intent  and
principles  established  herein,  necessary  to  preserve  the  purchase  rights
represented  by the  Warrants.  Upon receipt of such  opinion,  the Company will
promptly  mail a copy  thereof to the Holder of this  Warrant and shall make the
adjustments  described 


                                       6
<PAGE>

therein.  The fees and expenses of such independent  public accountants shall be
borne by the Company.

     (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 Common 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 Common 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 Chief Financial Officer of the Company shall
promptly prepare a certificate setting forth the Per Share Warrant Price and the
number  of  Warrant  Shares  after  such   adjustment  or  the  effect  of  such
modification  and 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.  In the event of a
dispute  with  respect to any  adjustment  required  pursuant  to Section 3, the
Holder may appoint, at the Company's expense,  an independent  financial advisor
(e.g. an  investment  banking or  accounting  firm)reasonably  acceptable to the
Company to calculate such adjustment.  Such determination  shall be binding upon
the Holder and the Company.

     (i) If the Board of Directors of the Company  shall declare any dividend or
other  distribution  with respect to the Common  Stock,  the Company  shall mail
notice thereof to the Holders of the Warrants not less than 15 days prior to the
record date fixed for determining  stockholders  entitled to participate in such
dividend or other distribution.


                                       7
<PAGE>

     (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 Common
Stock and other  capital  stock of the Company,  the 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 Common Stock and other capital stock.

     4. Fully Paid  Stock;  Taxes.  The  Company  agrees  that the shares of the
        -------------------------
Common  Stock  represented  by each and  every  certificate  of  Warrant  Shares
delivered  on the exercise of this  Warrant 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 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 or any certificate thereof.

     5. Registration Under Securities Act of 1933.
        -----------------------------------------
     (a) The Company shall include the Warrant Shares on the Shelf  Registration
Statement  (as  defined  in the PPM) and the  Holder  shall  otherwise  have the
registration  rights set forth in Section 5 of the  subscription  agreement (the
"Subscription Agreement") to be entered into between the purchasers of units (as
described in the PPM) and the Company. By acceptance of this Warrant, the Holder
agrees that it shall have the same  obligations,  and otherwise comply with, the
provisions in such Section 5 of the Subscription  Agreement to same extent as if
it were a party thereto. To the extent that no Final Closing Date (as defined in
the  Subscription  Agreement)  occurs or the Offering is terminated,  the rights
granted to Holder  hereunder  to have its shares  registered  shall  begin as of
November 19, 1997 on the same terms as provided in Section 5 of the Subscription
Agreement.

     (b) The  Company  agrees  that if, at any time and from time to time during
the Registration  Period,  the Board of Directors of the Company shall authorize
the filing of a registration statement under the Act (other than pursuant to the
Shelf  Registration  Statement) in connection  with the proposed offer of any of
its securities by it or any of its  stockholders,  the Company will (i) promptly
notify each Holder of the Warrants  and each holder 


                                       8
<PAGE>

of Warrant  Shares that such  registration  statement will be filed and that the
Warrant Shares which are then held,  and/or may be acquired upon exercise of the
Warrants by the Holder and such  holders  will be included in such  registration
statement  at  the  Holder's  and  such  holders'   request,   (ii)  cause  such
registration  statement  to cover all of such Common  Stock which it has been so
requested  to  include,  (iii) use its best  efforts to cause such  registration
statement  to become  effective as soon as  practicable  and (iv) take all other
action   necessary  under  any  Federal  or  state  law  or  regulation  of  any
governmental  authority  to permit all such  Common  Stock  which it has been so
requested  to include in such  registration  statement  to be sold or  otherwise
disposed of, and will maintain such  compliance with each such Federal and state
law and regulation of any  governmental  authority for the period  necessary for
the Holder and such Holders to effect the proposed sale or other disposition.

     (c) Until all Warrant Shares have been sold under a Registration  Statement
or pursuant to Rule 144, 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.  Limited  Transferability.  This  Warrant may not be sold,  transferred,
         ------------------------
assigned or  hypothecated by the Holder except in compliance with the provisions
of the Act and the applicable  state securities "blue sky" laws. 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 his 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. 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 a new Warrant of like date,  tenor and
denomination.

     8. Warrant Holder Not  Shareholder.  Except as otherwise  provided  herein,
        -------------------------------
this  Warrant does not confer upon the Holder any right to 

                                       9
<PAGE>

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.

     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.,  Bethany
Crossing  Office Center,  82 Bethany Road Hazlet,  New Jersey 07730,  Attention:
Chief  Executive  Officer or other  address as the  Company  has  designated  in
writing to the Holder, or

     (b)     the     Holder     at    c/o
                                          --------------------------------------
or 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.



                                       10
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly  authorized  officer  and its  corporate  seal to be  hereunto  affixed and
attested by its Secretary this __th day of _____________ 1997.


                                        CONVERSION TECHNOLOGIES
                                        INTERNATIONAL, INC.


                                        By: 
                                           -------------------------------------
                                            

ATTEST:


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

[Corporate Seal]


                                       11
<PAGE>


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

     The   undersigned,   --------------------------------,   pursuant   to  the
provisions of the foregoing Warrant, hereby agrees to subscribe for and purchase
                     shares of the Common Stock, par value $.00025 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.

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


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

     The   undersigned,   --------------------------------,   pursuant   to  the
provisions of the foregoing  Warrant,  hereby elects to exchange its Warrant for
shares of Common  Stock,  par value  $.00025 per share,  of  -------------------
Conversion  Technologies  International,  Inc. pursuant to the Cashless Exercise
provisions of the Warrant.

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


                               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.

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


                                       12
<PAGE>


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

     FOR VALUE  RECEIVED                   hereby  assigns  and  transfers  unto
                          --------------- 
                          the right to purchase                    shares of the
----------------------                          --------------
Common  Stock,   par  value  $.00025  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:
                                             -------------------------------