[Form of]

                             SUBSCRIPTION AGREEMENT


     SUBSCRIPTION  AGREEMENT (this "Agreement") made as of the date set forth on
the signature page hereof between Conversion Technologies  International,  Inc.,
3452 Lake Lynda Drive, Suite 280, Orlando, Florida 32817 (the "Company") and the
undersigned (the "Subscriber").

                             W I T N E S S E T H:

     WHEREAS,  the Company has retained  Placement  Agent,  on a "best  efforts"
basis, in a private  placement  offering (the "Offering") of units (the "Units")
of the Company;

     WHEREAS,  the Company  desires to issue a minimum of thirty (30) Units (the
"Minimum Offering") and a maximum of fifty (50) Units (the "Maximum  Offering"),
with an  option  in favor of the  Placement  Agent to offer up to an  additional
thirty (30) Units to cover over-allotments, each Unit consisting of ten thousand
(10,000) shares of Premium Preferred StockJ,  stated value $10.00 per share, par
value $.001 per share, of the Company (the "Preferred Stock"), which shares will
be  convertible  at the  option  of the  holder at any time  after  the  initial
issuance date of the Preferred Stock into shares of common stock of the Company,
par value $.00025 per share (the "Common Stock"), at an initial conversion price
equal to the lesser of (a) $1.56 and (b) the  average  closing  bid price of the
Common Stock on the Nasdaq Smallcap Market (the  "SmallCap") for the thirty (30)
consecutive trading days immediately preceding (i) the initial closing date (the
"Initial Closing Date"), (ii) any interim closing date (each an "Interim Closing
Date")  or (iii) the  final  closing  date  (the  "Final  Closing  Date") of the
Offering, whichever is lowest (the Preferred Stock and the Common Stock issuable
upon conversion thereof being sometimes  referred to collectively  herein as the
"Securities");

     WHEREAS,  the Subscriber desires to purchase that number of Units set forth
on the signature page hereof on the terms and conditions hereinafter set forth;

     NOW,   THEREFORE,   in   consideration  of  the  promises  and  the  mutual
representations  and  covenants  hereinafter  set forth,  the parties  hereto do
hereby agree as follows:

I     SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER
      --------------------------------------------------------

     1.1  Subject  to the  terms  and  conditions  hereinafter  set  forth,  the
Subscriber  hereby  subscribes  for and agrees to purchase from the Company such
number of Units or fractions  thereof and the Company  agrees to sell such Units
to the  Subscriber  as is set forth upon the  signature  page  hereof at a price
equal to $100,000 per Unit (the "Initial Offering Price"). The purchase price is
payable by personal or business  check,  wire transfer of immediately  available
funds or money order made payable to "Fleet Bank, Escrow Agent, F/B/O Conversion


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Technologies  International,  Inc."  contemporaneously  with the  execution  and
delivery of this Agreement by the Subscriber.  The certificates representing the
Preferred  Stock will be delivered by the Company within ten (10) days following
the  consummation  of the  relevant  Closing  Date as set forth in  Article  III
hereof.  The  Subscriber  understands,  however,  that this purchase of Units is
contingent upon the Company making sales of a minimum of thirty (30) Units prior
to the termination date of the Offering.

     1.2 The  Subscriber  recognizes  that the purchase of Units involves a high
degree of risk  including,  but not limited to, the  following:  (i) the Company
remains a development stage business with limited operating history and requires
substantial  funds  in  addition  to the  proceeds  of  the  Offering;  (ii)  an
investment  in the Company is highly  speculative,  and only  investors  who can
afford the loss of their  entire  investment  should  consider  investing in the
Company and the Units;  (iii) the  Subscriber  may not be able to liquidate  his
investment; (iv) transfer ability of the Securities is extremely limited; (v) in
the event of a disposition of the Securities,  the Subscriber  could sustain the
loss of his entire  investment  and (vi) the Company has not paid any  dividends
since  inception  and  does not  anticipate  the  payment  of  dividends  in the
foreseeable  future.  Such  risks are more fully set forth in the Term Sheet (as
defined below) furnished by the Company to the Subscriber.

     1.3  The  Subscriber  represents  that  the  Subscriber  is an  "accredited
investor" as such term is defined in Rule 501 of Regulation D promulgated  under
the  Securities  Act of 1933,  as  amended  (the  "Act"),  as  indicated  by the
Subscriber's  responses to the  questions  contained in Article VII hereof,  and
that the  Subscriber  is able to bear the economic  risk of an investment in the
Units.

     1.4  The  Subscriber  hereby  acknowledges  and  represents  that  (i)  the
Subscriber has prior investment  experience,  including investment in securities
which are non-listed,  unregistered  and/or not traded on the Nasdaq National or
Small  Cap  Market,  a  national  stock  exchange  nor on the  NASD's  automated
quotation system for actively traded stocks,  or the Subscriber has employed the
services of an investment advisor, attorney and/or accountant to read all of the
documents  furnished or made  available by the Company to the  Subscriber and to
all other  prospective  investors  in the Units and to  evaluate  the merits and
risks of such an  investment on the  Subscriber's  behalf;  (ii) the  Subscriber
recognizes  the  highly  speculative  nature of this  investment;  and (iii) the
Subscriber  is able to bear  the  economic  risk  which  the  Subscriber  hereby
assumes.

     1.5 The Subscriber  hereby  acknowledges  receipt and careful review of (a)
the  Confidential  Term Sheet dated August 8, 1997 as supplemented  and amended,
and the attachments and exhibits  thereto,  all of which  constitute an integral
part thereof  (collectively  the "Term  Sheet") and (b) this  Agreement  and all
attachments to it; and hereby  represents that the Subscriber has been furnished
by the  Company  during  the  course of this  transaction  with all  information
regarding the Company which the Subscriber has requested or desired to know, has


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<PAGE>

been afforded the  opportunity to ask questions of and receive answers from duly
authorized officers or other representatives of the Company concerning the terms
and conditions of the Offering and has received any additional information which
the Subscriber has requested.

     1.6 (a) The Subscriber has relied solely upon the  information  provided by
the Company in the Term Sheet and in this  Agreement  in making the  decision to
invest in the Units. To the extent  necessary,  the Subscriber has retained,  at
the expense of the Subscriber,  and relied upon appropriate  professional advice
regarding  the  investment,  tax  and  legal  merits  and  consequences  of this
Agreement and its purchase of the Units hereunder.  The Subscriber  acknowledges
and  agrees  that the  Placement  Agent has not  supplied  any  information  for
inclusion in the Term Sheet other than  information  furnished in writing to the
Company by the  Placement  Agent  specifically  for  inclusion in the Term Sheet
relating to the Placement Agent,  that the Placement Agent has no responsibility
for the accuracy or  completeness  of the Term Sheet and that the Subscriber has
not relied upon the independent investigation or verification, if any, which may
have been undertaken by the Placement Agent.

     (b) The  Subscriber  represents  that  (i)  the  Subscriber  was  contacted
regarding the sale of the Units by the Placement  Agent (or an authorized  agent
or  representative  thereof) with whom the  Subscriber  had a prior  substantial
pre-existing  relationship and (ii) no Units were offered or sold to it by means
of any form of general  solicitation or general  advertising,  and in connection
therewith  the  Subscriber  did not:  (A)  receive or review any  advertisement,
article,  notice or other communication  published in a newspaper or magazine or
similar media or broadcast over television or radio whether closed  circuit,  or
generally  available;  or (B) attend any seminar  meeting or  industry  investor
conference  whose attendees were invited by any general  solicitation or general
advertising.

     1.7 The Subscriber  hereby  represents that the Subscriber either by reason
of  the  Subscriber's  business  or  financial  experience  or the  business  or
financial  experience  of  the  Subscriber's   professional  advisors  (who  are
unaffiliated  with, and who are not compensated by, the Company or any affiliate
or selling  agent of the Company,  including the  Placement  Agent,  directly or
indirectly)  has the  capacity  to protect the  Subscriber's  own  interests  in
connection with the transaction contemplated hereby.

     1.8 The Subscriber  hereby  acknowledges that the offering of Units has not
been reviewed by the United States Securities and Exchange Commission (the "SEC"
or the  "Commission") or any state regulatory  authority,  since the Offering is
intended to be exempt from the registration requirements of Section 5 of the Act
pursuant to Regulation D  promulgated  under the Act. The  Subscriber  shall not
sell or otherwise  transfer the Securities  unless they are registered under the
Act or unless an exemption from such registration is available.

     1.9 The Subscriber  understands  that the  Securities  comprising the Units
have not been  registered  under the Act by reason of a claimed  exemption under
the  provisions  of the


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<PAGE>

Act which depends, in part, upon the Subscriber's  investment intention. In this
connection,  the Subscriber  hereby represents that the Subscriber is purchasing
the  Securities  comprising  the  Units for the  Subscriber's  own  account  for
investment and not with a view toward the resale or distribution to others.  The
Subscriber,  if an  entity,  was not formed for the  purpose of  purchasing  the
Securities.

     1.10 The Subscriber  understands  that although there currently is a public
market for the Common  Stock,  Rule 144 ("Rule 144")  promulgated  under the Act
requires, among other conditions, a one year holding period, prior to the resale
(in limited  amounts) of securities  acquired in a non-public  offering  without
having to satisfy the  registration  requirements  under the Act. The Subscriber
understands and hereby  acknowledges  that the Company is under no obligation to
register any of the Units or any of the  Securities  comprising  the Units under
the Act or any state  securities  or "blue  sky" laws other than as set forth in
Article  V.  The  Subscriber  agrees  to hold  the  Company  and its  directors,
officers,  employees,  controlling  persons and agents  (including the Placement
Agent and its officers,  directors,  employees, counsel, controlling persons and
agents) and their  respective  heirs,  representatives,  successors  and assigns
harmless  and to  indemnify  them  against all  liabilities,  costs and expenses
incurred by them as a result of (i) any misrepresentation made by the Subscriber
contained in this Agreement (including the Confidential  Investor  Questionnaire
contained  in  Article  VII  herein),  (ii)  any  sale  or  distribution  by the
Subscriber in violation of the Act or any applicable  state  securities or "blue
sky"  laws,  or (iii)  any  untrue  statement  of a  material  fact  made by the
Subscriber and contained herein.

     1.11  The  Subscriber  consents  to  the  placement  of  a  legend  on  any
certificate  or other document  evidencing  that such  Securities  have not been
registered  under the Act or any state securities or "blue sky" laws and setting
forth or  referring  to the  restrictions  on  transferability  and sale thereof
contained in this Agreement.  The Subscriber is aware that the Company will make
a notation in its  appropriate  records with respect to the  restrictions on the
transferability of such Securities.

     1.12 The Subscriber understands that the Company will review this Agreement
and is hereby given authority by the Subscriber to call the Subscriber's bank or
place  of  employment  or  otherwise  review  the  financial   standing  of  the
Subscriber;  and it is further  agreed that the Company (with the consent of the
Placement Agent) and the Placement  Agent, at its sole discretion,  reserves the
unrestricted  right,  without further  documentation or agreement on the part of
the Subscriber, to reject or limit any subscription, to accept subscriptions for
fractional Units and to close the Offering to the Subscriber at any time.

     1.13 The Subscriber  hereby  represents  that the address of the Subscriber
furnished  by  Subscriber  on the  signature  page  hereof  is the  Subscriber's
principal residence if the Subscriber is an individual or its principal business
address if it is a corporation or other entity.


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<PAGE>

     1.14 The  Subscriber  represents  that the  Subscriber  has full  power and
authority  (corporate,  statutory  and  otherwise)  to execute and deliver  this
Agreement  and  to  purchase  the  Units  and  the  Securities.  This  Agreement
constitutes  the  legal,   valid  and  binding  obligation  of  the  Subscriber,
enforceable against the Subscriber in accordance with its terms.

     1.15 If the Subscriber is a  corporation,  partnership,  limited  liability
company,  trust,  employee benefit plan,  individual  retirement account,  Keogh
Plan, or other entity,  (a) it is authorized and qualified to become an investor
in the Company and the person  signing  this  Agreement on behalf of such entity
has been duly  authorized by such entity to do so and (b) it is duly  organized,
validly  existing and in good standing under the laws of the jurisdiction of its
organization.

     1.16  The  Subscriber  acknowledges  that  if he  or  she  is a  Registered
Representative  of an NASD member firm, he or she must give such firm the notice
required  by the  NASD's  Rules  of Fair  Practice,  receipt  of  which  must be
acknowledged by such firm in Section 7.4 below.

     1.17  The  Subscriber  acknowledges  that at such  time,  if  ever,  as the
Securities  are  registered,  sales of the  Securities  will be subject to state
securities  laws,  including  those of the State of New Jersey which require any
securities sold in New Jersey to be sold through a registered  broker-dealer  or
in reliance upon an exemption from registration.

     1.18 Subject to the proviso below, the Subscriber  hereby agrees that for a
period of nine (9) (the "Lock-Up  Period") months from the effective date of the
Registration  Statement (as defined in Section 5.2 hereof),  the Subscriber will
not,  without the prior written consent of the Placement Agent,  offer,  pledge,
sell,  contract to sell, grant any option for the sale of, or otherwise  dispose
of,  directly or indirectly,  75% of the  Registrable  Securities (as defined in
Section 5.1) purchased or acquired by the Subscriber,  provided,  however, that,
                                                       --------   -------
following  each  three  month  period  after the  Effective  Date,  an amount of
Registrable  Securities  equal to 25% of the  number of  Registrable  Securities
purchased or acquired by the  Subscriber  shall  become  exempt from the lock-up
provisions  contained  in this  sentence.  For the sake of  clarity,  25% of the
Registrable  Securities  will not be subject to any lock-up.  In  addition,  the
Subscriber  agrees that during the period from the date that the  Subscriber was
first contacted with respect to the potential purchase of Securities through the
last date  upon  which  the  Subscriber  holds  any  Securities  or  Registrable
Securities,  the  Subscriber  will not directly or indirectly,  through  related
parties,  affiliates  or otherwise  sell "short" or "short  against the box" (as
those terms are  generally  understood)  or  otherwise  engage in any  "hedging"
transactions  with  respect to any equity  security  of the  Company;  provided,
                                                                       --------
however,  that  it  shall  not be a  violation  of  this  Section  1.18,  if the
-------
Subscriber  places  a  sell  order  for  Registrable  Securities  prior  to  the
conversion  of the Preferred  Stock or at the time the  conversion is requested,
relies on the Company to deliver such Registrable  Securities in accordance with
Section 5.4(h) and completes the sale of such Registrable  Securities before the
Company delivers the Registrable Securities to the Subscriber.  


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<PAGE>

In addition,  the Subscriber agrees that during any applicable Lock-Up Period it
will not convert any of the Preferred Stock with respect to which the underlying
Registrable Securities are subject to such Lock-Up Period.

     1.19  The  subscriber  acknowledges  that  (i)  the  Company  has  engaged,
consented  to  and  authorized  the  Placement  Agent  in  connection  with  the
transactions  contemplated  by this  Agreement,  (ii) the Company  shall pay the
Placement  Agent a commission  and  reimburse  expenses in  accordance  with the
Placement  Agency   Agreement  dated  April  1,  1997  (the  "Placement   Agency
Agreement"),  and the Company shall  indemnify and hold harmless the Subscribers
from and against all fees, commissions or other payments owing by the Company to
the Placement  Agent or any other person or firm acting on behalf of the Company
hereunder  and (iii) that  registered  representatives  of the  Placement  Agent
and/or its designees (including, without limitation,  registered representatives
of the Placement  Agent and/or its designees who participate in the Offering and
sale of the  securities  sold in the  Offering)  shall be paid a portion  of the
commissions  paid to the  Placement  Agent  including a portion of the Placement
Warrants (as defined below).

     1.20 In consideration for the covenants of the Company contained in Section
2.11, the Subscriber  covenants to vote any voting  securities  purchased by the
Subscriber  hereunder (or obtained upon conversion of such  securities) in favor
of an  increase  in the  authorized  shares of Common  Stock of the Company to a
minimum  of  40,000,000  and in any case a number of shares  sufficient  for the
purpose of conversion of all the Series A Preferred  Stock sold in or related to
this Offering including without limitation,  (x) the Common Stock underlying the
Placement  Warrants  and (y) the Common Stock  underlying  the  Preferred  Stock
resulting from  dividends  paid on the Preferred  Stock (or such other amount as
may be authorized by the Board of Directors of the Company).  If the  Subscriber
fails to so vote such  securities  in  accordance  with this Section  1.20,  the
Subscriber will not be entitled the to rights conferred in Section 2.11.

II    REPRESENTATIONS BY AND COVENANTS OF THE COMPANY
      -----------------------------------------------

     Except  as set  forth on the  Schedule  of  Exceptions  attached  hereto as
Exhibit A, the Company hereby represents and warrants to the Subscriber that:

     2.1 Organization, Good Standing and Qualification.  Each of the Company and
         ---------------------------------------------
Dunkirk  International  Glass and Ceramics  Corporation  and  Advanced  Particle
Technologies,  Inc.  (collectively,  the  "Subsidiaries")  is a corporation duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction of its  incorporation and has full corporate power and authority to
conduct its business as described in the Term Sheet. Each of the Company and the
Subsidiaries is duly qualified to do business as a foreign corporation and is in
good standing in each  jurisdiction in which the laws require the Company or the
Subsidiaries to be so qualified and/or authorized to do business.


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<PAGE>

     2.2  Capitalization   and  Voting  Rights.   The  authorized,   issued  and
          ------------------------------------
outstanding capital stock of the Company is as set forth in the Term Sheet under
"Capitalization";  all issued and outstanding  shares of the Company are validly
issued, fully paid and nonassessable.  The Securities  comprising the Units have
been duly and validly  authorized and, when issued and paid for pursuant to this
Agreement,  will be validly issued, fully paid and nonassessable.  Except as set
forth in the Term Sheet, there are no outstanding options, warrants, agreements,
convertible securities, preemptive rights or other rights to subscribe for or to
purchase any shares of capital stock of the Company.  Except as set forth in the
Term Sheet,  in this  Agreement and as otherwise  required by law,  there are no
restrictions  upon the voting or  transfer  of the  Securities  pursuant  to the
Company's  Certificate  of  Incorporation,   as  amended  (the  "Certificate  of
Incorporation"),  By-Laws or other governing documents or any agreement or other
instruments to which the Company is a party or by which the Company is bound.

     2.3  Authorization;  Enforceability.  The Company has all corporate  right,
          ------------------------------
power  and  authority  to  enter  into  this  Agreement  and to  consummate  the
transactions  contemplated  hereby.  All  corporate  action  on the  part of the
Company,  its  directors  and  stockholders  necessary  for  the  authorization,
execution,  delivery and  performance  of this  Agreement  by the  Company,  the
authorization,  sale,  issuance and delivery of the Preferred Stock contemplated
hereby and the Common Stock  underlying such Preferred Stock and the performance
of the Company's  obligations  hereunder has been taken. This Agreement has been
duly  executed and delivered by the Company and  constitutes a legal,  valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms,  subject to laws of general application  relating to bankruptcy,
insolvency  and the  relief  of  debtors  and  rules of law  governing  specific
performance,  injunctive relief or other equitable remedies,  and to limitations
of public  policy.  Upon the  issuance and  delivery of the  Preferred  Stock as
contemplated  by this Agreement,  such securities will be validly issued,  fully
paid and  nonassessable.  Upon the  issuance  and  delivery of the Common  Stock
underlying  such  securities  or upon  conversion,  as the case  may be,  of the
Preferred  Stock,  the  Common  Stock  will be  validly  issued,  fully paid and
nonassessable.  The issuance and sale of the Preferred Stock contemplated hereby
and the  conversion,  as the case may be,  into  Common  Stock  underlying  such
Preferred Stock,  will not give rise to any preemptive rights or rights of first
refusal on behalf of any person.

     2.4 Certificate of Designation of Preferred  Stock. The Preferred Stock has
         ----------------------------------------------
all of the rights,  preferences and privileges substantially as set forth in the
Form of Certificate of Designation attached as Exhibit B to the Term Sheet, with
the  initial  conversion  price  equal to the  lesser  of (i) $1.56 and (ii) the
Market Price (as determined in accordance  with the  Certificate of Designation)
as of (A) the Initial Closing Date (as defined  above),  (B) any interim closing
date or (C) the Final Closing Date (as defined below) of the Offering, whichever
is lowest.


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<PAGE>

     2.5 No Conflict; Governmental and Other Consents.
         --------------------------------------------

     (i) The  execution  and delivery by the Company of this  Agreement  and the
consummation  of the  transactions  contemplated  hereby  will not result in the
violation  of any law,  statute,  rule,  regulation,  order,  writ,  injunction,
judgment  or decree of any court or  governmental  authority  to or by which the
Company  or either of the  Subsidiaries  is bound,  or of any  provision  of the
Certificate  of  Incorporation  or  By-Laws  of the  Company  or  either  of the
Subsidiaries,  and will not conflict with, or result in a breach or violation of
any of the terms or provisions  of, or  constitute  (with due notice or lapse of
time or both) a default under,  any lease,  loan agreement,  mortgage,  security
agreement, trust indenture or other agreement or instrument to which the Company
or either of the Subsidiaries is a party or by which it is bound or to which any
of its properties or assets is subject, nor result in the creation or imposition
of any lien upon any of the properties or assets of the Company or either of the
Subsidiaries.

     (ii) No consent, approval, authorization or other order of any governmental
authority or other  third-party is required to be obtained by the Company or the
Subsidiaries  in connection  with the  authorization,  execution and delivery of
this  Agreement  or with the  authorization,  issue and sale of the Units or the
Securities  comprising  the Units,  except such filings as may be required to be
made with the Commission,  the National Association of Securities Dealers,  Inc.
and the National  Association of Securities  Dealers Automated  Quotation System
("Nasdaq")  and with any  state or  foreign  blue sky or  securities  regulatory
authority.

     2.6  Licenses.  Except as set forth in the Term Sheet,  each of the Company
          --------
and the Subsidiaries  has sufficient  licenses,  permits and other  governmental
authorizations  currently required for the conduct of its respective business or
ownership of properties and is in all material respects complying therewith.


     2.7 Litigation. Except as set forth in the Term Sheet, the Company knows of
         ----------
no pending or threatened legal or governmental  proceedings  against the Company
or either of the Subsidiaries.

     2.8 Accuracy of Reports.  All material  reports required to be filed by the
         -------------------
Company  and the  Subsidiaries  within  the two years  prior to the date of this
Agreement  under the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"), have been duly filed with the Commission,  complied at the time of filing
in all material  respects with the  requirements of their  respective forms and,
except to the extent updated or superseded by the Term Sheet or any subsequently
filed report, were complete and correct in all material respects as of the dates
at which the  information  was  furnished,  and  contained (as of such dates) no
untrue  statement  of a material  fact nor omitted to state any  material  facts
necessary in order to make the  statements  contained  therein,  in light of the
circumstances under which they were made, not misleading.

     2.9 Term Sheet;  Disclosure.  No information set forth in the Term Sheet or
         -----------------------
any of the Offering  Documents  contains any untrue statement 


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<PAGE>

of a material fact or omits to state a material fact  necessary in order to make
the statements contained therein, in light of the circumstances under which they
were made, not misleading.

     2.10 Investment Company.  The Company is not an "investment company" within
          ------------------
the meaning of such term under the  Investment  Company Act of 1940, as amended,
and the rules and regulations of the Commission thereunder.

     2.11  Authorized  Shares.  The  Company  shall (i) use its best  efforts to
           ------------------
increase  the  authorized  shares of Common Stock of the Company to a minimum of
40,000,000  and in any case a number of shares  sufficient  for the  purpose  of
conversion  of all the  Series A  Preferred  Stock  sold in or  related  to this
Offering  including  without  limitation,  (x) the Common Stock  underlying  the
Placement  Warrants  and (y) the Common Stock  underlying  the  Preferred  Stock
resulting from  dividends  paid on the Preferred  Stock (or such other amount as
may be authorized by the Board of Directors)  within 90 days following the Final
Closing Date but in any event shall effect such  increase no later than 180 days
following the Final Closing Date and (ii) at all times after the date upon which
such  Common  Stock  is  authorized,  reserve  and  keep  available  out  of its
authorized  but  unissued  shares of Common  Stock  solely  for the  purpose  of
effecting the conversion of the shares of Preferred Stock, such number of shares
of  Common  Stock  as  shall  from  time to time be  sufficient  to  effect  the
conversion of all outstanding  shares of the Preferred Stock. If at any time the
Subscriber elects to convert any of such Subscriber's  shares of Preferred Stock
and the Company does not have  authorized and reserved for issuance a sufficient
number of shares of Common Stock to permit conversion in full of all outstanding
shares  of  Preferred  Stock  (including  the  Preferred  Stock  underlying  the
Placement  Warrants),  then such  Subscriber  shall be entitled to receive  upon
conversion of his Preferred  Stock only that number of shares of Common Stock as
equals such  Subscriber's  Pro Rata Percentage of the number of shares of Common
Stock authorized and reserved for issuance upon conversion of Preferred Stock.

     For purposes of the previous sentence, a Subscriber's "Pro Rata Percentage"
on any date  equals  the number of shares of  Preferred  Stock held of record by
such  Subscriber on such date divided by the number of shares of Preferred Stock
held of record by all holders of  Preferred  Stock on such date  (including  the
Preferred Stock underlying the Placement Warrants).

     In addition to the foregoing, if after 180 days following the Final Closing
Date the Company has failed to  authorize  and  reserve a  sufficient  number of
shares of Common Stock to permit conversion in full of all outstanding shares of
Preferred Stock, the Company shall,  for no additional  consideration,  issue to
the Subscriber additional shares of Preferred Stock equal to 0.25% of the shares
of  Preferred  Stock  then  held by such  Subscriber,  exclusive  of  shares  of
Preferred  Stock issued  pursuant to this Section 2.11, for each day the Company
lacks  sufficient  authorized  and  reserved  shares of  Common  Stock to permit
conversion in full of all outstanding shares of Preferred Stock.


                                       9
<PAGE>

III   TERMS OF SUBSCRIPTION
      ---------------------

     3.1 The Company shall issue a minimum of thirty (30) Units and a maximum of
fifty (50) Units. The Placement Agent, at its sole option, may offer and sell up
to an additional thirty (30) Units to cover over-allotments. The offering period
(the  "Offering  Period")  shall  begin on August 8, 1997.  Upon  receipt of the
Minimum  Offering  amount,  the  Placement  Agent may  conduct a closing and may
conduct  subsequent  closings on an interim  basis (each a "Closing")  until the
Maximum  Offering  amount has been  reached  (the  "Final  Closing  Date").  The
Offering  Period  shall  terminate at 11:59 p.m. New York City time on or before
October 8, 1997,  subject to an  extension,  at the sole option of the Placement
Agent,  for an additional  sixty (60) days. The Units will be offered on a "best
efforts"  basis.  The purchase  price is payable by personal or business  check,
wire  transfer of  immediately  available  funds or money order made  payable to
"Fleet Bank,  NA, Escrow Agent,  F/B/O  Conversion  Technologies  International,
Inc."

     3.3  Placement of the Units will be made by the Placement  Agent,  who will
receive certain compensation as described in the Term Sheet.

     3.4  Pending  the sale of the  Units,  all funds  paid  hereunder  shall be
deposited by the Company in escrow with Fleet Bank,  NA,  having a branch at 345
Park Avenue,  New York, New York,  10022. If the Company shall not have obtained
subscriptions  (including this  subscription) for purchases of thirty (30) Units
on or before the Final Closing Date,  then this  subscription  shall be void and
all funds paid  hereunder by the  Subscriber  shall be promptly  returned to the
Subscriber, with interest, subject to paragraph 3.5 hereof.

     3.5 The Subscriber hereby authorizes and directs the Company to deliver the
Securities to be issued to the Subscriber pursuant to this Agreement directly to
the  Subscriber's  account  maintained by the Placement Agent, if any, or, if no
such account  exists,  to the residential or business  address  indicated on the
signature page hereto.

     3.6 The Subscriber  hereby authorizes and directs the Company to return any
funds for unaccepted subscriptions to the same account from which the funds were
drawn, including any customer account maintained with the Placement Agent.

IV   Conditions to Obligations of the Subscribers
     --------------------------------------------

     4.1 The  Subscribers'  obligation  to  purchase  the Units at the  closings
(each, a "Closing") is subject to the fulfillment on or prior to each Closing of
the following  conditions,  which conditions may be waived at the option of each
Subscriber to the extent permitted by law:

     (a)  Representations  and  Warranties  Correct.   The  representations  and
warranties made by the Company in Article II hereof shall be true and correct in
all material  


                                       10
<PAGE>

respects  when made,  and shall be true and correct in all material  respects on
each  Closing  with the same force and effect as if they had been made on and as
of said date.

     (b) Covenants.  All covenants,  agreements and conditions contained in this
Agreement to be performed by the Company on or prior to such purchase shall have
been performed or complied with in all material respects.

     (c) Listing.  The Company will promptly file an Application  for Listing of
Additional  Shares with the SmallCap in accordance  with  Regulation M under the
Exchange Act and/or take any other  necessary  action to enable the Common Stock
into which the Preferred Stock is convertible to trade on the SmallCap.

     (d) No Legal Order Pending.  There shall not then be in effect any legal or
other order  enjoining or  restraining  the  transactions  contemplated  by this
Agreement.

     (e) No Law  Prohibiting  or  Restricting  Such Sale.  There shall not be in
effect any law,  rule or  regulation  prohibiting  or  restricting  such sale or
requiring  any  consent  or  approval  of any person  which  shall not have been
obtained  to  issue  the  Securities  (except  as  otherwise  provided  in  this
Agreement).

     (f)  Minimum  Subscriptions.   The  Company  shall  have  received  binding
subscriptions for at least 30 Units.

     (g) Legal Opinions. At each Closing, each of Buchanan Ingersoll, counsel to
the Company and Collier, Shannon, Rill & Scott, patent and environmental counsel
to the Company,  shall have delivered to the Placement  Agent for the benefit of
the  Placement  Agent and the  Subscribers,  a legal opinion to such effect with
respect to legal  matters  relating to this  Agreement and the Term Sheet as the
Placement Agent may require.

     (h) Comfort Letter.  On each Closing,  if requested by the Placement Agent,
the Company's  auditors  shall have  delivered to the Placement  Agent,  for the
benefit of the Placement  Agent and the  Subscribers,  a comfort  letter to such
effect as the Placement Agent may require.

V     Registration Rights
      -------------------

     5.1 As used in this Agreement, the following terms shall have the following
meanings:

     (a) "Affiliate"  shall mean, with respect to any Person (as defined below),
          ---------
any other Person  controlling,  controlled by or under direct or indirect common
control with such Person (for the purposes of this  definition  "control,"  when
used with respect to any  


                                       11
<PAGE>

specified Person,  shall mean the power to direct the management and policies of
such  person,  directly  or  indirectly,  whether  through  ownership  of voting
securities,   by  contract  or  otherwise;   and  the  terms  "controlling"  and
"controlled" shall have meanings correlative to the foregoing).

     (b) "Business  Day" shall mean a day Monday  through  Friday on which banks
          -------------
are generally open for business in New York.

     (c) "Holders" shall mean the Subscribers and any person holding Registrable
          -------
Securities (including the shares of Common Stock issuable upon conversion of the
Preferred Stock underlying the warrants (the "Placement Warrants") to be granted
to the Placement Agent and/or its designees  (including  without  limitation its
registered  representatives)  pursuant to the Placement Agency Agreement between
the Company and the  Placement  Agent) or any person to whom
the rights under Section 5 have been  transferred in accordance with Section 5.9
hereof.

     (d)  "Person"  shall  mean any  person,  individual,  corporation,  limited
           ------
liability company,  partnership,  trust or other  nongovernmental  entity or any
governmental agency, court,  authority or other body (whether foreign,  federal,
state, local or otherwise).

     (e) The terms  "register,"  "registered"  and  "registration"  refer to the
                     -------      ----------         ------------
registration  effected  by  preparing  and filing a  registration  statement  in
compliance  with the  Securities  Act,  and the  declaration  or ordering of the
effectiveness of such registration statement.

     (f)  "Registrable  Securities"  shall mean (i) the  shares of Common  Stock
           -----------------------
issuable upon the conversion of the Preferred  Stock,  (ii) the shares of Common
Stock issuable upon conversion of the Preferred  Stock  underlying the Placement
Warrants and (iii) any shares of Common  Stock  issued as (or issuable  upon the
conversion  of any  warrant,  right or other  security  which  is  issued  as) a
dividend  or  other  distribution  with  respect  to or in  replacement  of  the
Securities;  provided,  however,  that  securities  shall  only  be  treated  as
Registrable  Securities  if and  only  for so long as they  (A)  have  not  been
disposed of pursuant  to a  registration  statement  declared  effective  by the
Commission, (B) have not been sold in a transaction exempt from the registration
and  prospectus   delivery   requirements  of  the  Act  so  that  all  transfer
restrictions  and restrictive  legends with respect thereto are removed upon the
consummation of such sale or (C) are held by a Holder or a permitted  transferee
pursuant to Section 5.9.

     (g) "Registration Expenses" shall mean all expenses incurred by the Company
          ---------------------
in  complying  with  Section  5.2 hereof,  including,  without  limitation,  all
registration,  qualification and filing fees,  printing  expenses,  escrow fees,
fees and expenses of counsel for the Company, blue sky fees and expenses and the
expense of any special audits  incident to or required by any such  registration
(but excluding the fees of legal counsel for any Holder).


                                       12
<PAGE>

     (h)  "Registration  Statement" shall have the meaning ascribed to such term
           -----------------------
in Section 5.2.

     (i)  "Registration  Period" shall have the meaning ascribed to such term in
           --------------------
Section 5.4.

     (j) "Selling  Expenses" shall mean all  underwriting  discounts and selling
          -----------------
commissions  applicable to the sale of  Registrable  Securities and all fees and
expenses of legal counsel for any Holder.

     5.2 (a) No later than  thirty (30) days after the Final  Closing  Date (the
"Filing   Date"),   the  Company  shall  file  a  registration   statement  (the
"Registration  Statement") with the Commission and use its best efforts to cause
the Registration  Statement to be declared  effective by the Commission prior to
the date which is 75 days after the Final Closing Date (the "Targeted  Effective
Date") and use its best efforts to effect the  registration,  qualifications  or
compliances  (including,  without  limitation,  the  execution  of any  required
undertaking to file  post-effective  amendments,  appropriate  qualifications or
exemptions  under  applicable  blue  sky or  other  state  securities  laws  and
appropriate   compliance  with  applicable  securities  laws,   requirements  or
regulations)  as may be requested and as would permit or facilitate the sale and
distribution of all Registrable Securities.  Notwithstanding the foregoing,  the
Company will not be obligated to enter into any  underwriting  agreement for the
sale of any of the Registrable Securities.

     (b)  If  the  Registration  Statement  is  not  declared  effective  by the
Securities and Exchange  Commission by the Targeted  Effective Date, the Company
shall,  for no  additional  consideration,  issue to the  Subscriber  additional
shares of Preferred  Stock equal to 0.25% of the shares of Preferred  Stock then
held on the Targeted Effective Date by such Subscriber,  exclusive of any shares
of Preferred  Stock issued  pursuant to this  Section  5.2(b),  for each day the
Registration Statement is not declared effective by the Commission following the
Targeted Effective Date.

     5.3 All Registration Expenses incurred in connection with any registration,
qualification, exemption or compliance pursuant to Section 5.2 shall be borne by
the Company. All Selling Expenses relating to the sale of securities  registered
by or on behalf of Holders  shall be borne by such Holders pro rata on the basis
of the number of securities so registered.

     5.4 In the case of the registration, qualification, exemption or compliance
effected by the Company  pursuant to this  Agreement,  the Company  shall,  upon
reasonable  request,  inform each Holder as to the status of such  registration,
qualification, exemption and compliance. At its expense the Company shall:


                                       13
<PAGE>

     (a) use its best efforts to keep such registration,  and any qualification,
exemption or compliance under state securities laws which the Company determines
to  obtain,   continuously  effective  until  the  Holders  have  completed  the
distribution  described in the  registration  statement  relating  thereto.  The
period of time  during  which the  Company  is  required  hereunder  to keep the
Registration  Statement  effective  is referred  to herein as "the  Registration
Period."  Notwithstanding the foregoing,  at the Company's election, the Company
may cease to keep such  registration,  qualification,  exemption  or  compliance
effective  with  respect to any  Registrable  Securities,  and the  registration
rights of a Holder shall expire,  at such time as the Holder may sell under Rule
144(k) under the Act (or other  exemption  from  registration  acceptable to the
Company) in a three-month  period all  Registrable  Securities then held by such
Holder; and

     (b) advise the Holders:

     (i) when the Registration Statement or any amendment thereto has been filed
with the Commission and when the  Registration  Statement or any  post-effective
amendment thereto has become effective;

     (ii) of any request by the  Commission for amendments or supplements to the
Registration  Statement or the  prospectus  included  therein or for  additional
information;

     (iii) of the issuance by the  Commission of any stop order  suspending  the
effectiveness of the Registration Statement or the initiation of any proceedings
for such purpose;

     (iv) of the receipt by the Company of any notification  with respect to the
suspension of the qualification of the Registrable  Securities  included therein
for sale in any  jurisdiction or the initiation or threatening of any proceeding
for such purpose; and

     (v) of the  happening of any event that  requires the making of any changes
in the  Registration  Statement or the  prospectus so that, as of such date, the
statements  therein are not  misleading and do not omit to state a material fact
required to be stated  therein or necessary to make the  statements  therein (in
the case of the prospectus,  in the light of the circumstances  under which they
were made) not misleading;

     (c) make  every  reasonable  effort to obtain the  withdrawal  of any order
suspending  the  effectiveness  of any  Registration  Statement  at the earliest
possible time;

     (d)  furnish  to each  Holder,  without  charge,  at least one copy of such
Registration  Statement  and any  post-effective  amendment  thereto,  including
financial  statements 


                                       14
<PAGE>

and  schedules,  and,  if the  Holder  so  requests  in  writing,  all  exhibits
(including  those  incorporated  by  reference)  in  the  form  filed  with  the
Commission;

     (e) during the Registration Period, deliver to each Holder, without charge,
as many copies of the prospectus included in such Registration Statement and any
amendment or supplement thereto as such Holder may reasonably  request;  and the
Company  consents to the use,  consistent  with the  provisions  hereof,  of the
prospectus or any amendment or supplement thereto by each of the selling Holders
of  Registrable  Securities  in  connection  with the  offering  and sale of the
Registrable  Securities covered by the prospectus or any amendment or supplement
thereto.  In addition,  upon the reasonable request of the Holder and subject in
all cases to confidentiality  protections  reasonably acceptable to the Company,
the Company will meet with a Holder or a representative thereof at the Company's
headquarters  to  discuss  all  information   relevant  for  disclosure  in  the
Registration Statement covering the Registrable  Securities,  and will otherwise
cooperate  with any  Holder  conducting  an  investigation  for the  purpose  of
reducing or  eliminating  such  Holder's  exposure to  liability  under the Act,
including   the   reasonable   production  of   information   at  the  Company's
headquarters;

     (f) during the Registration Period, deliver to each Holder, without charge,
(i) as soon as practicable  (but in the case of the annual report of the Company
to its  stockholders,  within 120 days after the end of each  fiscal year of the
Company) one copy of: (A) its annual report to its  stockholders,  if any (which
annual  report shall contain  financial  statements  audited in accordance  with
generally  accepted  accounting  principles in the United States of America by a
firm  of  certified  public  accountants  of  recognized  standing);  (B) if not
included in substance in its annual report to stockholders, its annual report on
Form  10-KSB  (or  similar  form);  (C)  each of its  quarterly  reports  to its
stockholders,  and, if not  included in substance  in its  quarterly  reports to
stockholders,  its quarterly  report on Form 10-QSB (or similar form), and (D) a
copy of the full Registration Statement (the foregoing,  in each case, excluding
exhibits);  and (ii) upon  reasonable  request,  all  exhibits  excluded  by the
parenthetical to the immediately preceding clause (D), and all other information
that is generally available to the public;

     (g) prior to any public offering of Registrable  Securities pursuant to any
Registration Statement, register or qualify or obtain an exemption for offer and
sale under the  securities  or blue sky laws of such  jurisdictions  as any such
Holders reasonably  request in writing,  provided that the Company shall not for
any such  purpose be required  to qualify  generally  to transact  business as a
foreign  corporation  in any  jurisdiction  where it is not so  qualified  or to
consent to general service of process in any such  jurisdiction,  and do any and
all other acts or things  necessary or advisable to enable the offer and sale in
such  jurisdictions of the Registrable  Securities  covered by such Registration
Statement;

     (h) cooperate  with the Holders to facilitate  the timely  preparation  and
delivery of certificates representing Registrable Securities to be sold pursuant
to any Registration  Statement free of any restrictive legends to the extent not
required at such time and in such 


                                       15
<PAGE>

denominations and registered in such names as Holders may request at least three
(3)  business  days prior to sales of  Registrable  Securities  pursuant to such
Registration Statement;

     (i) upon the  occurrence  of any event  contemplated  by Section  5.4(b)(v)
above,  the Company shall  promptly  prepare a  post-effective  amendment to the
Registration  Statement or a supplement to the related  prospectus,  or file any
other  required  document so that, as thereafter  delivered to purchasers of the
Registrable  Securities  included  therein,  the prospectus will not include any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements  therein,  in the light of the circumstances  under which
they were made, not misleading; and

     (j)  use  its  best  efforts  to  comply  with  all  applicable  rules  and
regulations of the Commission,  and will make generally available to the Holders
not later  than 45 days (or 90 days if the fiscal  quarter is the fourth  fiscal
quarter) after the end of its fiscal quarter in which the first anniversary date
of the  effective  date  of  the  Registration  Statement  occurs,  an  earnings
statement satisfying the provisions of Section 11(a) of the Act.

     5.5 The Holders shall have no right to take any action to restrain,  enjoin
or otherwise delay any  registration  pursuant to Section 5.2 hereof as a result
of any  controversy  that  may  arise  with  respect  to the  interpretation  or
implementation of this Agreement.

     5.6 (a) To the extent  permitted by law, the Company shall  indemnify  each
Holder,  each  underwriter  of  the  Registrable   Securities  and  each  person
controlling  such  Holder  within the  meaning  of  Section 15 of the Act,  with
respect to which any registration, qualification or compliance has been effected
pursuant to this Agreement,  against all claims, losses, damages and liabilities
(or action in respect  thereof),  including  any of the  foregoing  incurred  in
settlement of any litigation, commenced or threatened (subject to Section 5.6(c)
below),  arising  out of or based on any untrue  statement  (or  alleged  untrue
statement)  of  a  material  fact  contained  in  any  registration   statement,
prospectus  or  offering  circular,  or any  amendment  or  supplement  thereof,
incident to any such registration,  qualification or compliance, or based on any
omission (or alleged  omission) to state  therein a material fact required to be
stated therein or necessary to make the statements  therein not  misleading,  in
light of the  circumstances  in which they were made,  and will  reimburse  each
Holder,  each  underwriter  of  the  Registrable   Securities  and  each  person
controlling such Holder, for legal and any other expenses reasonably incurred in
connection  with  investigating  or  defending  any such  claim,  loss,  damage,
liability or action as incurred; provided that the Company will not be liable in
any such case to the extent that any untrue  statement or omission or allegation
thereof is made in reliance  upon and in  conformity  with  written  information
furnished  to the  Company  by or on  behalf  of such  Holder  and  stated to be
specifically for use in preparation of such registration  statement,  prospectus
or offering  circular;  provided that the Company will not be liable in any such
case where the claim,  loss,  damage or liability arises out of or is related to
the failure of the Holder to comply with the covenants and agreements  contained
in this Agreement  respecting sales of 


                                       16
<PAGE>

Registrable  Securities,  and except that the foregoing  indemnity  agreement is
subject  to the  condition  that,  insofar  as it  relates  to any  such  untrue
statement or alleged  untrue  statement or omission or alleged  omission made in
the preliminary  prospectus but eliminated or remedied in the amended prospectus
on file  with the  Commission  at the time the  registration  statement  becomes
effective or in the amended  prospectus  filed with the  Commission  pursuant to
Rule 424(b) or in the prospectus subject to completion and term sheet under Rule
434 of the Act, which together meet the requirements of Section 10(a) of the Act
(the  "Final  Prospectus"),  such  indemnity  agreement  shall  not inure to the
benefit of any such Holder, any such underwriter or any such controlling person,
if a copy of the Final  Prospectus  furnished  by the  Company to the Holder for
delivery  was  not  furnished  to the  person  or  entity  asserting  the  loss,
liability,  claim or damage at or prior to the time such  furnishing is required
by the Act and the Final  Prospectus  would have cured the defect giving rise to
such loss, liability, claim or damage.

     (b) Each Holder will  severally,  if  Registrable  Securities  held by such
Holder  are  included  in  the   securities  as  to  which  such   registration,
qualification  or compliance is being effected,  indemnify the Company,  each of
its directors and officers,  each underwriter of the Registrable  Securities and
each person who  controls  the  Company  within the meaning of Section 15 of the
Securities Act, against all claims,  losses, damages and liabilities (or actions
in respect  thereof),  including any of the foregoing  incurred in settlement of
any  litigation,  commenced or  threatened  (subject to Section  5.6(c)  below),
arising out of or based on any untrue statement (or alleged untrue statement) of
a material fact contained in any registration statement,  prospectus or offering
circular,  or  any  amendment  or  supplement  thereof,  incident  to  any  such
registration,  qualification or compliance, or based on any omission (or alleged
omission)  to state  therein a material  fact  required to be stated  therein or
necessary  to make  the  statements  therein  not  misleading,  in  light of the
circumstances  in which they were made,  and will  reimburse  the Company,  such
directors and officers,  each underwriter of the Registrable Securities and each
person  controlling  the Company  for  reasonable  legal and any other  expenses
reasonably  incurred in  connection  with  investigating  or defending  any such
claim,  loss,  damage,  liability  or  action as  incurred,  in each case to the
extent,  but only to the  extent,  that such  untrue  statement  or  omission or
allegation  thereof is made in  reliance  upon and in  conformity  with  written
information furnished to the Company by or on behalf of the Holder and stated to
be  specifically  for  use  in  preparation  of  such  registration   statement,
prospectus or offering circular;  provided that the indemnity shall not apply to
the extent that such claim, loss, damage or liability results from the fact that
a current copy of the  prospectus  was not made available to the Holder and such
current copy of the  prospectus  would have cured the defect giving rise to such
loss, claim,  damage or liability.  Notwithstanding  the foregoing,  in no event
shall a Holder be liable for any such claims,  losses, damages or liabilities in
excess of the proceeds  received by such Holder in the  offering,  except in the
event of fraud by such Holder.

     (c) Each party  entitled  to  indemnification  under this  Section 5.6 (the
"Indemnified  Party")  shall  give  notice  to the  party  required  to  provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any 


                                       17
<PAGE>

claim as to which  indemnity  may be sought,  and shall permit the  Indemnifying
Party to  assume  the  defense  of any such  claim or any  litigation  resulting
therefrom,  provided that counsel for the Indemnifying  Party, who shall conduct
the defense of such claim or  litigation,  shall be approved by the  Indemnified
Party (whose approval shall not  unreasonably be withheld),  and the Indemnified
Party may participate in such defense at such Indemnified  Party's expense,  and
provided  further  that the failure of any  Indemnified  Party to give notice as
provided  herein  shall not relieve the  Indemnifying  Party of its  obligations
under this  Agreement,  unless such  failure is  materially  prejudicial  to the
Indemnifying Party in defending such claim or litigation.  An Indemnifying Party
shall not be liable for any  settlement of an action or claim  effected  without
its written consent (which consent will not be unreasonably withheld).

     (d) If the  indemnification  provided  for in this Section 5.6 is held by a
court of competent  jurisdiction to be unavailable to an Indemnified  Party with
respect to any loss,  liability,  claim,  damage or expense referred to therein,
then the  Indemnifying  Party, in lieu of indemnifying  such  Indemnified  Party
thereunder,  shall  contribute to the amount paid or payable by such Indemnified
Party as a result of such  loss,  liability,  claim,  damage or  expense in such
proportion as is appropriate  to reflect the relative fault of the  Indemnifying
Party on the one hand and of the  Indemnified  Party on the other in  connection
with the statements or omissions which resulted in such loss, liability,  claim,
damage or expense as well as any other relevant  equitable  considerations.  The
relative fault of the Indemnifying  Party and of the Indemnified  Party shall be
determined by reference  to, among other  things,  whether the untrue or alleged
untrue  statement of a material  fact or the  omission to state a material  fact
relates to information  supplied by the Indemnifying Party or by the Indemnified
Party and the parties'  relative  intent,  knowledge,  access to information and
opportunity to correct or prevent such statement or omission.

     5.7 (a) Upon receipt of any notice from the Company of the happening of any
event  requiring  the  preparation  of a supplement or amendment to a prospectus
relating to  Registrable  Securities  so that,  as  thereafter  delivered to the
Holders,  such  prospectus  shall not contain an untrue  statement of a material
fact or omit to state  any  material  fact  required  to be  stated  therein  or
necessary  to make the  statements  therein  not  misleading,  each  Holder will
forthwith  discontinue  disposition  of Registrable  Securities  pursuant to the
registration  statement  contemplated by Section 5.2 until its receipt of copies
of the  supplemented or amended  prospectus from the Company and, if so directed
by the Company,  each Holder shall deliver to the Company all copies, other than
permanent  file  copies  then in such  Holder's  possession,  of the  prospectus
covering  such  Registrable  Securities  current  at the time of receipt of such
notice.

     (b) Each Holder shall suspend, upon request of the Company, any disposition
of Registrable  Securities pursuant to the Registration Statement and prospectus
contemplated  by  Section  5.2  during  (i) any  period not to exceed two 30-day
periods within any one 12-month period the Company requires in connection with a
primary  underwritten  offering of equity securities and (ii) any period, not to
exceed one 30-day  period per  circumstance  or  


                                       18
<PAGE>

development,  when the  Company  determines  in good faith that offers and sales
pursuant  thereto  should  not be made by reason  of the  presence  of  material
undisclosed  circumstances or developments  with respect to which the disclosure
that would be required in such a prospectus is premature,  would have an adverse
effect on the Company or is otherwise inadvisable.

     (c) As a condition to the  inclusion of its  Registrable  Securities,  each
Holder shall furnish to the Company such  information  regarding such Holder and
the  distribution  proposed by such Holder as the Company may request in writing
or as shall be required in connection with any  registration,  qualification  or
compliance referred to in this Article V.

     (d) Each Holder hereby  covenants with the Company (i) not to make any sale
of  the  Registrable  Securities  without  effectively  causing  the  prospectus
delivery  requirements  under  the  Act  to  be  satisfied,  and  (ii)  if  such
Registrable  Securities are to be sold by any method or in any transaction other
than on a national securities exchange, Nasdaq National Market, Nasdaq Small Cap
Market or in the over-the-counter  market, in privately negotiated transactions,
or in a  combination  of such  methods,  to notify the Company at least five (5)
business  days  prior to the date on which the Holder  first  offers to sell any
such Registrable Securities.

     (e) Each Holder  acknowledges  and agrees that the  Registrable  Securities
sold pursuant to the  Registration  Statement  described in this Section are not
transferable on the books of the Company unless the stock certificate  submitted
to the transfer agent evidencing such Registrable Securities is accompanied by a
certificate  reasonably  satisfactory  to the Company to the effect that (i) the
Registrable  Securities  have been  sold in  accordance  with such  Registration
Statement and (ii) the  requirement of delivering a current  prospectus has been
satisfied.

     (f)  Each  Holder  agrees  not to  take  any  action  with  respect  to any
distribution  deemed to be made  pursuant to such  registration  statement  that
constitutes  a violation  of  Regulation  M under the  Exchange Act or any other
applicable rule, regulation or law.

     (g) At the end of the period  during which the Company is obligated to keep
the Registration Statement current and effective as described above, the Holders
of  Registrable   Securities  included  in  the  Registration   Statement  shall
discontinue sales of shares pursuant to such Registration Statement upon receipt
of notice from the Company of its  intention  to remove  from  registration  the
shares covered by such  Registration  Statement  which remain  unsold,  and such
Holders shall notify the Company of the number of shares registered which remain
unsold immediately upon receipt of such notice from the Company.


                                       19
<PAGE>

     5.8 With a view to making  available to the Holders the benefits of certain
rules and regulations of the Commission which at any time permit the sale of the
Registrable Securities to the public without registration, the Company shall use
its reasonable best efforts to:

     (a)  make  and keep  public  information  available,  as  those  terms  are
understood and defined in Rule 144 under the Act, at all times;

     (b) file with the  Commission  in a timely  manner  all  reports  and other
documents required of the Company under the Exchange Act; and

     (c) so long as a  Holder  owns  any  unregistered  Registrable  Securities,
furnish to such Holder upon any  reasonable  request a written  statement by the
Company as to its  compliance  with Rule 144 under the Act,  and of the Exchange
Act, a copy of the most recent  annual or quarterly  report of the Company,  and
such other  reports and  documents of the Company as such Holder may  reasonably
request in availing itself of any rule or regulation of the Commission  allowing
a Holder to sell any such securities without registration.

     5.9 The rights to cause the  Company  to  register  Registrable  Securities
granted to the  Holders by the Company  under this  Article 5 may be assigned in
full by a Holder in connection with a transfer by such Holder of its Registrable
Securities,  provided, however, that (i) such transfer may otherwise be effected
in accordance  with  applicable  securities  laws;  (ii) such Holder gives prior
written notice to the Company;  and (iii) such transferee  agrees to comply with
the terms and  provisions of this  Agreement,  and such transfer is otherwise in
compliance with this Agreement. Except as specifically permitted by this Section
5.9, the rights of a Holder with respect to  Registrable  Securities  as set out
herein shall not be transferable to any other Person, and any attempted transfer
shall cause all rights of such Holder therein to be forfeited.

     5.10 With the written  consent of the  Company  and the Holders  holding at
least a majority of the Registrable  Securities that are then  outstanding,  any
provision of this Article V may be waived  (either  generally or in a particular
instance,  either  retroactively  or  prospectively  and either for a  specified
period of time or indefinitely)  or amended.  Upon the effectuation of each such
waiver or amendment,  the Company shall  promptly give written notice thereof to
the  Holders,  if any,  who have  not  previously  received  notice  thereof  or
consented thereto in writing.

VI    MISCELLANEOUS
      -------------

     6.1 Any  notice  or other  communication  given  hereunder  shall be deemed
sufficient  if in writing  and sent by  registered  or  certified  mail,  return
receipt  requested,  or  delivered  by hand against  written  receipt  therefor,
addressed to Conversion Technologies International, Inc., 88 Bethany Road, Suite
5, Hazlet,  New Jersey,  07730,  Attn:  President,  and to the Subscriber at the
Subscriber's address indicated on the signature page of this Agreement.  


                                       20
<PAGE>

Notices  shall be deemed to have been given or delivered on the date of mailing,
except notices of change of address, which shall be deemed to have been given or
delivered when received.

     6.2 Except as provided in Section 5.10 above,  this Agreement  shall not be
changed,  modified  or amended  except by a writing  signed by the parties to be
charged,  and this  Agreement may not be  discharged  except by  performance  in
accordance with its terms or by a writing signed by the party to be charged.

     6.3 Subject to the  provisions  of Section  5.9,  this  Agreement  shall be
binding  upon and  inure  to the  benefit  of the  parties  hereto  and to their
respective heirs, legal representatives,  successors and assigns. This Agreement
sets forth the entire agreement and understanding  between the parties as to the
subject  matter  hereof  and  merges  and  supersedes  all  prior   discussions,
agreements and understandings of any and every nature among them.

     6.4 Upon the  execution and delivery of this  Agreement by the  Subscriber,
this Agreement shall become a binding  obligation of the Subscriber with respect
to the  purchase of Units as herein  provided;  subject,  however,  to the right
hereby  reserved  to the  Company to enter into the same  agreements  with other
subscribers and to add and/or delete other persons as subscribers.

     6.5  NOTWITHSTANDING  THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY
OF THE  PARTIES  HERETO,  THE  PARTIES  EXPRESSLY  AGREE  THAT ALL THE TERMS AND
PROVISIONS HEREOF SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK WITHOUT  REGARD TO  PRINCIPLES  OF CONFLICTS OF LAW. IN
THE EVENT THAT A JUDICIAL PROCEEDING IS NECESSARY,  THE SOLE FORUM FOR RESOLVING
DISPUTES  ARISING OUT OF OR RELATING TO THIS  AGREEMENT IS THE SUPREME  COURT OF
THE STATE OF NEW YORK IN AND FOR THE  COUNTY OF NEW YORK OR THE  FEDERAL  COURTS
FOR SUCH STATE AND COUNTY,  AND ALL RELATED APPELLATE COURTS, THE PARTIES HEREBY
IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS AND AGREE TO SAID VENUE.

     6.6 In order to discourage frivolous claims the parties agree that unless a
claimant  in  any  proceeding   arising  out  of  this  Agreement   succeeds  in
establishing   his  claim  and  recovering  a  judgment  against  another  party
(regardless of whether such claimant  succeeds  against one of the other parties
to the  action),  then the other party  shall be  entitled to recover  from such
claimant all of its/their  reasonable legal costs and expenses  relating to such
proceeding and/or incurred in preparation therefor.

     6.7 The  holding  of any  provision  of this  Agreement  to be  invalid  or
unenforceable  by a court of competent  jurisdiction  shall not affect any other
provision of this Agreement, which shall remain in full force and effect. If any
provision  of  this  Agreement  shall


                                       21
<PAGE>

be  declared by a court of  competent  jurisdiction  to be  invalid,  illegal or
incapable  of  being  enforced  in whole or in  part,  such  provision  shall be
interpreted  so as to  remain  enforceable  to the  maximum  extent  permissible
consistent  with  applicable law and the remaining  conditions and provisions or
portions  thereof  shall  nevertheless  remain  in full  force  and  effect  and
enforceable  to the  extent  they  are  valid,  legal  and  enforceable,  and no
provisions shall be deemed dependent upon any other covenant or provision unless
so expressed herein.

     6.8 It is agreed that a waiver by either party of a breach of any provision
of this  Agreement  shall  not  operate,  or be  construed,  as a waiver  of any
subsequent breach by that same party.

     6.9 The parties  agree to execute and deliver all such  further  documents,
agreements  and  instruments  and take such other and  further  action as may be
necessary or appropriate to carry out the purposes and intent of this Agreement.

     6.10 This  Agreement  may be executed in two or more  counterparts  each of
which shall be deemed an original,  but all of which shall  together  constitute
one and the same instrument.

     6.11 (a) The Subscribers  severally agree not to issue any public statement
with  respect to the  Subscribers'  investment  or  proposed  investment  in the
Company or the terms of any  agreement or covenant  between them and the Company
without the Company's prior written  consent,  except such disclosures as may be
required under applicable law or under any applicable order, rule or regulation.

     (b) The Company  agrees not to disclose  the names,  addresses or any other
information about the Subscribers, except as required by law; provided, that the
Company  may  use the  name  (but  not the  address)  of the  Subscriber  in the
Registration Statement.

     6.12 Each  Subscriber  severally  represents  and warrants  that it has not
engaged,  consented to nor authorized any broker,  finder or intermediary to act
on its behalf,  directly or indirectly,  as a broker,  finder or intermediary in
connection with the transactions contemplated by this Agreement. Each Subscriber
hereby  severally  agrees to  indemnify  and hold  harmless the Company from and
against all fees, commissions or other payments owing to any such person or firm
acting on behalf of such Subscriber hereunder.

     6.13  Nothing  in this  Agreement  shall  create or be deemed to create any
rights in any person or entity not a party to this Agreement, except (a) for the
holders of Registrable  Securities  and (b) for the Placement  Agent pursuant to
Sections 1.6(a) and 1.19 hereof.


                                       22
<PAGE>

     6.14 The Company  acknowledges  and agrees that  irreparable  damage  would
occur in the event that any of the  provisions  of  Article V of this  Agreement
were not  performed  in  accordance  with its specific  terms or were  otherwise
breached and that such damage would not be compensable in money damages and that
it would be  extremely  difficult  or  impracticable  to measure  the  resultant
damages.  Accordingly,  any  Subscriber  shall be entitled to an  injunction  or
injunctions  with respect to the  provisions  of this  Agreement  and to enforce
specifically the terms and provisions hereof, in addition to any other remedy to
which it may be entitled at law or in equity,  and the Company  expressly waives
any defense that a remedy in damages would be adequate and expressly  waives any
requirement in an action for specific  performance  for the posting of a bond by
the Subscriber bringing such action. 

VII  CONFIDENTIAL INVESTOR QUESTIONNAIRE
     -----------------------------------

     7.1 The Subscriber  represents and warrants that he, she or it comes within
one category marked below, and that for any category  marked,  he, she or it has
truthfully  set  forth,  where  applicable,  the  factual  basis or  reason  the
Subscriber  comes  within that  category.  ALL  INFORMATION  IN RESPONSE TO THIS
SECTION WILL BE KEPT STRICTLY  CONFIDENTIAL.  The undersigned  agrees to furnish
any additional  information which the Company deems necessary in order to verify
the answers set forth below.

Category   A      The  undersigned  is  an  individual  (not  a  partnership,
                  corporation,  etc.) whose  individual net worth,  or joint net
                  worth with his or her spouse, presently exceeds $1,000,000.

                    Explanation. In calculating net worth you may include equity
                    in  personal  property  and  real  estate,   including  your
                    principal residence, cash, short-term investments, stock and
                    securities.  Equity in  personal  property  and real  estate
                    should be based on the fair  market  value of such  property
                    less debt secured by such property.

Category   B      The   undersigned  is  an  individual  (not  a  partnership,
                  corporation,  etc.) who had an  individual  income in excess
                  of $200,000 in each of the two most recent  years,  or joint
                  income  with his or her spouse in excess of $300,000 in each
                  of those years (in each case including  foreign income,  tax
                  exempt  income and full  amount of capital  gains and losses
                  but  excluding  any income of other  family  members and any
                  unrealized  capital   appreciation)  and  has  a  reasonable
                  expectation  of  reaching  the  same  income  level  in  the
                  current year.

Category   C      The  undersigned  is a director or executive  officer of the
                  Company which is issuing and selling the Units.

                                       23
<PAGE>

Category   D      The  undersigned  is a bank;  a  savings  and loan 
                  association; insurance company; registered investment company;
                  registered  business  development   company;   licensed  small
                  business investment company ("SBIC"); or employee benefit plan
                  within the meaning of Title 1 of ERISA and (a) the  investment
                  decision is made by a plan  fiduciary  which is either a bank,
                  savings and loan association,  insurance company or registered
                  investment advisor, or (b) the plan has total assets in excess
                  of $5,000,000  or (c) is a self directed plan with  investment
                  decisions   made  solely  by  persons   that  are   accredited
                  investors.

                         -----------------------------------
                         -----------------------------------
                                 (describe entity)

Category   E      The undersigned is a private business development company as
                  defined in section  202(a)(22) of the Investment  Advisors Act
                  of 1940.

                         -----------------------------------
                         -----------------------------------
                                 (describe entity)

                                       
Category   F      The  undersigned  is  either  a  corporation,  partnership,
                  Massachusetts  business  trust,  or  non-profit   organization
                  within  the  meaning  of  Section  501(c)(3)  of the  Internal
                  Revenue Code, in each case not formed for the specific purpose
                  of  acquiring  the  Units and with  total  assets in excess of
                  $5,000,000.

                         -----------------------------------
                         -----------------------------------
                                 (describe entity)
                                         
Category   G      The  undersigned  is a trust with total  assets in excess of
                  $5,000,000,  not formed for the specific  purpose of acquiring
                  the Units,  where the purchase is directed by a "sophisticated
                  investor"  as defined in  Regulation  506(b)(2)(ii)  under the
                  Act.

Category   H      The  undersigned  is an entity  (other than a trust) all the
                  equity owners of which are "accredited  investors"  within one
                  or more of the above categories. If relying upon this Category
                  alone, each equity owner must complete a separate copy of this
                  Agreement.

                         ------------------------------
                         ------------------------------
                              (describe entity)

                                       24
<PAGE>

Category   I      The  undersigned is not within any of the  categories  above
                  and is therefore not an accredited investor.

The undersigned  agrees that the undersigned will notify the Company at any time
on or prior to the Final Closing Date in the event that the  representations and
warranties in this Agreement shall cease to be true, accurate and complete.

7.2  SUITABILITY (please answer each question)
     -----------

(a) For an  individual  Subscriber,  please  describe  your current  employment,
including  the company by which you are  employed  and its  principal  business:

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

(b) For an  individual  Subscriber,  please  describe  any  college or  graduate
degrees held by you:

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

(c) For all Subscribers, please list types of prior investments:

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

(d) For all  Subscribers,  please state whether you have  participated  in other
private placements before:

                  YES_______              NO_______

(e) If your answer to question (d) above was "YES", please indicate frequency of
such prior participation in private placements of:

                     Public            Private              Public or Private
                    Companies         Companies       Biotechnology Companies
                    ---------         ---------       -----------------------

      Frequently
                    --------          ---------       ---------------

      Occasionally  --------          ---------       ---------------


                                       25
<PAGE>


      Never
                    --------          ---------       ---------------


(f) For  individual  Subscribers,  do you expect your current level of income to
significantly decrease in the foreseeable future:

                  YES_______              NO_______

(g) For trust, corporate,  partnership and other institutional  Subscribers,  do
you expect  your  total  assets to  significantly  decrease  in the  foreseeable
future:

                  YES_______              NO_______

(h) For all  Subscribers,  do you  have  any  other  investments  or  contingent
liabilities which you reasonably  anticipate could cause you to need sudden cash
requirements in excess of cash readily available to you:

                  YES_______              NO_______

(i)  For all  Subscribers,  are you  familiar  with  the  risk  aspects  and the
non-liquidity  of  investments  such as the  securities  for  which  you seek to
subscribe?

                  YES_______              NO_______

(j) For all  Subscribers,  do you  understand  that  there  is no  guarantee  of
financial  return on this  investment  and that you run the risk of losing  your
entire investment?

                  YES_______              NO_______


7.3   MANNER IN WHICH TITLE IS TO BE HELD. (circle one)
      -----------------------------------

          (a) Individual  Ownership
          (b) Community Property 
          (c) Joint Tenant with Right of 
              Survivorship (both parties 
              must sign)
          (d) Partnership*
          (e) Tenants in Common 
          (f) Company* 
          (g) Trust*
          (h) Other

                                       26
<PAGE>

     *If Units are being subscribed for by an entity,  the attached  Certificate
of Signatory must also be completed.

7.4  NASD AFFILIATION.
     ----------------

Are you affiliated or associated with an NASD member firm (please check one):

Yes _________           No __________

If Yes, please describe:

------------------------------------
------------------------------------
------------------------------------

*If Subscriber is a Registered Representative with an NASD member firm, have the
following acknowledgment signed by the appropriate party:

The undersigned NASD member firm acknowledges  receipt of the notice required by
Article 3, Sections 28(a) and (b) of the Rules of Fair Practice.

---------------------------------
Name of NASD Member Firm

By:
   ------------------------------
      Authorized Officer

Date:
     ----------------------------



     7.5 The  undersigned is informed of the  significance to the Company of the
foregoing  representations  and answers  contained in the Confidential  Investor
Questionnaire  contained in this  Section 7 and such answers have been  provided
under the assumption that the Company will rely on them.


                                       27
<PAGE>


                                                                [Signature Page]

NUMBER OF UNITS X $100,000 = (the "Purchase Price")


                                    ----------------------------------------
Signature                           Signature (if purchasing jointly)


                                    ----------------------------------------
Name Typed or Printed               Name Typed or Printed

Entity Name                         Entity Name

                                    ----------------------------------------
Address                             Address

                                    ----------------------------------------
City, State and Zip Code            City, State and Zip Code

                                    ----------------------------------------
Telephone-Business                  Telephone--Business

                                    ----------------------------------------
Telephone-Residence                 Telephone--Residence

                                    ----------------------------------------
Facsimile-Business                  Facsimile--Business

                                    ----------------------------------------
Facsimile-Residence                 Facsimile--Residence

                                    ----------------------------------------
Tax ID # or Social Security #       Tax ID # or Social Security #

Name in which securities should be issued:
                                          ----------------------------------

Check the box marked YES if you would like the securities
to be delivered to your account with Placement Agent        Yes ___     No ___

(If you check "No", securities will be delivered to you at the address
provided above)

Dated:
      --------------------, 1997

     This   Subscription   Agreement   is   agreed   to  and   accepted   as  of
                                    , 1997. 


                                        CONVERSION TECHNOLOGIES
                                          INTERNATIONAL, INC.


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


                                       28
<PAGE>



                            CERTIFICATE OF SIGNATORY

                          (To be completed if Units are
                       being subscribed for by an entity)


            I,
               -----------------------------------------------------------, am
the
    ----------------------------------------- of

----------------------------------------------- (the "Entity").

     I certify that I am empowered and duly  authorized by the Entity to execute
and carry out the terms of the  Subscription  Agreement and to purchase and hold
the Units, and certify further that the Subscription Agreement has been duly and
validly  executed  on behalf of the Entity and  constitutes  a legal and binding
obligation of the Entity.

     IN   WITNESS   WHEREOF,   I   have   set   my   hand   this________day   of
_________________, 1997.



                                        ---------------------------------------
                                        (Signature)