CONSULTING  AGREEMENT dated as of June
                                    4,  1997,  between  CONVERSION  TECHNOLOGIES
                                    INTERNATIONAL,  INC., a Delaware corporation
                                    (the  "Company"),  and HARVEY  GOLDMAN  (the
                                    "Consultant")


            The Company is a specialty materials company engaged in the business
of developing and manufacturing  advanced industrial abrasives,  specialty glass
and  glass-ceramic  products  utilizing,  among other things,  industrial  waste
stream  recycling and  conversion  technologies  (the  "Business").  The Company
desires to retain the Consultant to provide certain  services to the Company and
the  Consultant  desires to provide such  services to the Company in  accordance
with the terms and conditions hereof.

            The  parties  are  entering  into  this   Consulting   Agreement  in
connection with the  consummation of the merger (the "Merger") of Octagon,  Inc.
with and into the Company.

            NOW THEREFORE,  in  consideration of and for the mutual promises and
covenants contained herein, the parties hereto agree as follows:

      1.    Termination of Employment Agreement; Releases.
            ---------------------------------------------

            (a)  Effective  as  of  June  6,  1997,  the  Amended  and  Restated
Employment  Agreement  (the  "Employment  Agreement")  dated as of June 9, 1994,
between the Company and the  Consultant,  as amended,  is hereby  terminated and
shall be of no further force or effect.  The Consultant  acknowledges  that such
termination  shall  not  constitute  a  "Termination"  under  Section  6 of  the
Employment Agreement;  provided, however, that, in the event of a default by the
Company in its obligation to provide the Consultant the  consideration set forth
in Section 3 hereof  (following  notice and expiration of a 10-day cure period),
the  Consultant  shall  retain  any and all  rights  he may have had  under  the
Employment  Agreement  as of June 6, 1997,  including,  without  limitation  any
rights he may assert with respect to termination thereunder.

<PAGE>

            (b)  Subject to  performance  of this  Consulting  Agreement  by the
Company in  accordance  with its  terms,  the  Consultant  hereby  releases  and
discharges  forever  the  Company  and its  subsidiaries  and  their  respective
officers,  directors,  stockholders  and successors and assigns from any and all
causes of action, suits, claims, rights, debts, covenants,  contracts,  damages,
liabilities or other  obligations  whatsoever  which the Consultant  had, has or
hereafter may have against any of such releases arising from,  relating to or in
connection  with any matter,  occurrence  or thing from the beginning of time to
the time  immediately  preceding the  execution and delivery of this  Consulting
Agreement.

            (c) Subject to the  Consultant's  performance  of this  Agreement in
accordance with its terms,  the Company hereby  releases and discharges  forever
the Consultant and his heirs,  executors,  administrators and attorneys from any
and all causes of action, suits, claims,  rights, debts,  covenants,  contracts,
damages,  liabilities or other obligations whatsoever which the Company had, has
or may  have  against  any of such  releases  arising  from,  relating  to or in
connection  with any matter,  occurrence  or thing from the beginning of time to
the time  immediately  preceding the  execution and delivery of this  Consulting
Agreement.

            2.    Consulting Services.
                  -------------------

            The  Consultant  hereby agrees to act as a Consultant to the Company
during the Term hereof.  In connection  therewith,  the Consultant  agrees to be
available to consult on a telephonic  basis or, with reasonable  advance notice,
in person;  provided,  however,  that such services shall not be required to the
extent  that  the  performance   thereof  would  prohibit  the  consultant  from
performing  other  full-time work. The nature of such services shall be in areas
related to information  known by the Consultant by virtue of his past employment
by the Company or project  development,  strategic  planning  or other  services
within the Consultant's areas of expertise.


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<PAGE>

            3.    Consideration for Consulting Services.
                  -------------------------------------

            In consideration  of the Consultant's  performance of the Consulting
Services  during the Term of this  Agreement,  (i) the Company  shall pay to the
Consultant  a  consulting  fee of  $10,000  per  month,  payable in arrears on a
monthly  basis,(ii)  until the  earlier  of the  expiration  of the Term of this
Consulting  Agreement  or  such  time as the  Consultant  shall  accept  another
full-time  position or otherwise  receive benefits provided by another employer,
the Company shall  continue the existing  medical and life  insurance  coverages
received by the  Consultant (or other no less  favorable  coverages  provided by
Octagon) and (iii) the vesting of the  Consultant's  80,000 shares of restricted
stock  granted  under the  Company's  Long-Term  Employee  Incentive  Plan shall
continue  uninterrupted until the January 1, 1998 vesting date thereof as though
the  Consultant  had remained an employee of the Company  through such date (and
the Restricted  Stock Purchase  Agreement  relating thereto is hereby amended by
the parties to permit such vesting to continue).  The parties  acknowledge  that
all stock options held by the  Consultant  shall  terminate and be available for
reissuance to others effective upon consummation of the Merger.

            4.    Reimbursement of Expenses.
                  -------------------------

            The  Company  shall  reimburse  the  Consultant  for his  reasonable
out-of-pocket  expenses incurred in connection with the Consulting  Services and
approved in advance by the Chairman, President or Chief Financial Officer of the
Company.  Reimbursement for any expenses as provided for herein shall be made to
the  Consultant  within  thirty  (30) days  following  receipt by the Company of
satisfactory  evidence of the  incurrence of such expenses and the  Consultant's
written request for such reimbursement.

            5.    Term.
                  ----

            (a) The term (the  "Term") of the  Consulting  Services  and related
compensation to be provided  hereunder shall commence on the  Commencement  Date
(as defined  below) and end on the  nine-month  anniversary of the date thereof.
"Commencement  Date" shall mean the earlier of (i) the date of the  consummation
of the Merger or any other merger, consolidation or reorganization involving the
Company or the sale of more than 50% of the voting  capital stock of the


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<PAGE>

Company or sale of  substantially  all of the assets of the  Company or (ii) the
closing date of one or more financings of the Company in the aggregate amount of
$1 million or more.  Notwithstanding  the foregoing,  that this Agreement may be
extended by the mutual written agreement of the parties hereto.  Notwithstanding
the foregoing, (i) this Agreement may be terminated by either party in the event
of a material  breach by the other party if such  breach is not cured  within 10
days  following  written  notice  thereof and (ii) Sections 6 and 7 hereof shall
survive the termination of this Agreement in accordance with their terms.

            (b) The parties acknowledge that the Consultant may accept full-time
employment  prior to the  consummation  of the Merger and that doing so will not
alter the terms or effect hereof.

            6.    Nondisclosure of Confidential Information.
                  -----------------------------------------

            (a)  The   Consultant   acknowledges   that  the  Company  would  be
irreparably  harmed if  confidential  information  relating to the  business and
strategies of the Company and its subsidiaries  were disclosed to competitors or
potential  competitors  of the Company and its  subsidiaries.  Accordingly,  the
Consultant shall not (i) disclose to any person, firm, corporation,  association
or other entity any  Confidential  Information (as defined below) for any reason
or purpose whatsoever or (ii) make use of any such Confidential  Information for
his own purpose or for the benefit of any person, firm, corporation, association
or other  entity  except the Company or its  subsidiaries.  For purposes of this
Agreement,  the term  "Confidential  Information"  shall  mean  any  information
relating  to the  Company or any of its  subsidiaries  that the  Consultant  may
acquire  by  reason  of  his  association   with  the  Company  or  any  of  its
subsidiaries,  except for (i)  information  which is in the public domain at the
time of receipt thereof by the Consultant, (ii) information which, after receipt
thereof by the Consultant, becomes part of the public domain through no improper
act or omission of the  Consultant,  and (iii)  information  which was  lawfully
within the  Consultant's  possession  prior to the initial  commencement  of the
Consultant's  association  with  the  Company  or any of its  subsidiaries.  The
foregoing  provisions shall not preclude the use or disclosure by the Consultant
of Confidential


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<PAGE>

Information (i) in the  performance of his obligations  hereunder or (ii) to the
extent required by law.

            7.    Restrictive Covenants.
                  ---------------------

            (a) The Consultant acknowledges the highly competitive nature of the
business  conducted  by the Company  and its  subsidiaries.  Accordingly,  as an
inducement  to  the  Company  to  enter  into  this  Agreement  and  in  partial
consideration  of the amounts to be received  hereunder,  the Consultant,  shall
not, during the term hereof and for the two-year period thereafter, (i) directly
or  indirectly  engage in or represent in any way any  business  (such  business
being referred to herein as a "Competing  Business") competing with the business
of the Company or any of its  subsidiaries  of  converting  waste into glass and
ceramic  products,  whether such  engagement  shall be as an officer,  director,
owner, employee,  partner, 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  to  terminate  their  employment  with  the  Company  or any  such
subsidiaries or to engage in any Competing Business or (iv) induce any entity or
person with which the Company or any of subsidiaries has a business relationship
to  terminate  or alter such  business  relationship;  provided,  however,  that
nothing  contained  in this Section  6(a) shall  prevent,  restrain or otherwise
restrict the Consultant from owning 5% or less of any class of securities of any
corporation  so long as such  securities  are  listed for trade by NASDAQ in the
over-the-counter market or are traded on a national securities exchange.

            (b) The Consultant  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,  but he  nevertheless  believes  that he has
received  and will  receive  sufficient  consideration  and other  benefits as a
Consultant of the Company as provided hereunder to justify such restrictions.



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<PAGE>

            8.    Injunctive Relief.
                  -----------------

            The  Consultant  acknowledges  that  damages  may not be an adequate
remedy for a breach of Section 6 or 7 hereof and agrees that  injunctive  relief
in favor of the Company would be an appropriate remedy for such breach.  Nothing
herein  contained,  however,  shall be construed as prohibiting the Company from
pursuing any remedies which may be available to it for such breach or threatened
breach or any other breach of this consulting Agreement.

            9.    No Breach of Duty.
                  -----------------

            The  Consultant  represents  and  warrants to the  Company  that the
performance  by him of this  Agreement  will not breach any agreement or duty to
keep in confidence  proprietary  information  acquired by it in confidence or in
trust prior to the Consultant's  engagement hereunder or any duty not to compete
with any party.  The Consultant  further agrees that it shall not enter into any
agreement in conflict herewith during the Term.

            10.   Benefits; Assignment.
                  --------------------

            The terms and provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their  respective  successors and
assigns  and,  in  the  case  of  the  Consultant,   his  heirs,  executors  and
administrators.  Anything contained herein to the contrary notwithstanding,  the
Consultant  shall  not have the right to assign  his  duties to any other  party
without the written consent of the Company.

            11.   Severability.
                  ------------

            Every  provision of this  Agreement is intended to be severable.  If
any term or provision  hereof is deemed unlawful or invalid in any  jurisdiction
for any reason whatsoever,  such unlawfulness or invalidity shall not affect the
validity of the remainder of this Agreement or the  enforceability  of such term
or  provision  in any other  jurisdiction.  To the extent  that any such term or
provision  is held to be unlawful or invalid,  the parties  agree to reform such
term or provision in such a way which will be enforceable in the jurisdiction to
which such holding  applies,  and which will reflect,  as nearly as permissible,
the intention of the parties.


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<PAGE>

            12.   Notices.
                  -------

            All notices and other communications required or permitted hereunder
shall be  sufficient if delivered  personally  or sent by nationally  recognized
overnight  courier,  by facsimile or by  registered  or certified  mail,  return
receipt requested and postage prepaid, addressed as follows:

            if to the Consultant, to

            Harvey Goldman
            2 Bernard Drive
            Holmdel, New Jersey  07733
            Telephone:  (908) 946-3916

            if to the Company, to:

            Conversion Technologies International, Inc.
            82 Bethany Road, Suite 6
            Hazlet, New Jersey  07730
            Telephone:  (908) 888-3828
            Facsimile:  (908) 888-3930
            Attention:  Chief Executive Officer

or to such  other  address  as the party to whom  notice is to be given may have
furnished to the other party. Any such notice or  communication  shall be deemed
to have been received (a) in the case of personal delivery,  on the date of such
delivery,  (b) in the case of  nationally-recognized  overnight courier,  on the
next business day following dispatch, (c) in the case of facsimile transmission,
when  received,  and (d) in the  case of  mailing,  on the  fifth  business  day
following the day on which the piece of mail  containing such  communication  is
posted.

            13.   Entire Agreement.
                  ----------------

            This Agreement  constitutes the entire  agreement and  understanding
between the Company and the  Consultant  regarding the subject matter hereof and
supersedes any and all negotiations, prior discussions and preliminary and prior
agreements and understandings related to the subject matter hereof.


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<PAGE>

            14.   Governing Law.
                  -------------

            This Agreement shall in all respects be governed by and construed in
accordance  with the laws of the State of New York  applicable to contracts made
and to be performed wholly therein.

            15.   Counterparts.
                  ------------

            This Agreement may be executed in one or more counterparts,  each of
which,  when so  executed  shall be  deemed to be an  original  and all of which
counterparts, taken together, shall constitute one and the same instrument.

            16.   Modification.
                  ------------

            Neither this Agreement nor any term hereof may be amended, modified,
supplemented  or waived unless in a written  instrument  executed by the Company
and the Consultant.


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<PAGE>

            IN WITNESS WHEREOF,  the parties hereto have executed this Agreement
as of the date first written above.


                              CONVERSION TECHNOLOGIES
                              INTERNATIONAL, INC.



                              By:  /s/ Perry A. Pappas
                                   -------------------
                                   Perry A. Pappas
                                   Vice President and
                                   General Counsel


                              THE CONSULTANT:



                              /s/ Harvey Goldman
                              ------------------
                                  Harvey Goldman


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