[FORM OF]


                                                [____________,] 1997



Conversion Technologies International, Inc.
3452 Lake Lynda Drive
Suite 280
Orlando, Florida 32817


            Re:   Financial Advisory Agreement

Dear Sirs:

     1.  This  is  to  confirm  our  understanding  that  Placement  Agent,  its
affiliates and designees have been engaged as a non-exclusive  financial advisor
of Conversion Technologies  International,  Inc. (the "Company") for a period of
twenty-four (24) months  commencing on the date hereof (as extended  pursuant to
Paragraph 12 hereto, or by mutual agreement of the parties hereto, the "Term").

     2. The Company  shall pay in cash all  out-of-pocket  expenses  incurred by
Placement Agent in providing its services hereunder,  including  reasonable fees
and  disbursements of Placement  Agent's counsel,  such expenses to be paid upon
submission of a bill or bills by Placement Agent from time to time.

     3. Upon the Closing of each  Investment  (as defined below) during the Term
or  during  the   twelve-month   period  following  the  expiration  or  earlier
termination  of the Term,  the Company shall pay to Placement  Agent a fee in an
amount equal to nine percent (9%) of the aggregate  value of such Investment and
shall issue to  Placement  Agent  warrants  to purchase an amount of  securities
equal to ten percent (10%) of the securities  sold as part of such Investment at
an exercise price equal to  one-hundred-ten  percent (110%) of the price of such
securities,  exercisable  until ten (10) years from the date of issuance of such
warrants.  Other than with  respect to trades made in the open  market,  for the
purposes of this Agreement,  an Investment shall mean any purchase of securities
of the Company which is made during the Term or during the  twelve-month  period
following  the  expiration  of the Term by an investor  first  introduced to the
Company by or through Placement Agent during or prior to the Term; provided that
no compensation shall be due to Placement Agent pursuant to this paragraph 3 for
an Investment  with respect to which Placement Agent is entitled to compensation
pursuant to that certain  Placement  Agency  Agreement  dated April 1, 1997 (the
"Placement Agency Agreement") and provided further that if the terms of both the
Placement  Agency  Agreement  and  this  Agreement  


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<PAGE>

would be applicable  to any  particular  investment,  the terms of the Placement
Agency  Agreement  shall  govern and  Placement  Agent  shall be entitled to the
compensation set forth therein.

     4. (a)  Should  the  Company  enter into an  agreement  with a party  first
introduced to the Company by or through  Placement  Agent during or prior to the
Term pursuant to which the Company  consummates a sale,  merger,  consolidation,
tender offer,  business combination or similar transaction  involving a majority
of the business  assets or stock of the Company (a "Sale")  during the Term,  or
during the  twelve-month  period following the expiration of such Term, then the
Company shall pay Placement  Agent: (i) a cash fee equal to ten percent (10%) of
the aggregate  consideration paid to the Company by the acquiror, such fee to be
payable in cash simultaneously with the closing of such Sale; and (ii) a warrant
(a  "Warrant")  to purchase a number of shares of Common Stock of the  surviving
entity equal to the product of (x) the quotient of the  aggregate  amount of the
aggregate  consideration  received  by the  Company or the  aggregate  amount of
equity received by the Company's shareholders as a result of the Sale divided by
the lesser of (i) the per share  value  attributed  to the  Common  Stock in the
Sale, if any (determined by dividing the aggregate consideration received by the
Company  by the  number of shares  received  by the  Company  as a result of the
Sale),  and (ii) the per share fair market value of the Common Stock at the time
of the closing of the Sale,  and (y) eight percent  (8%).  Each Warrant shall be
exercisable  for at least  ten  (10)  years  from  the date of their  respective
issuances  at an exercise  price  which is 110% of the fair market  value of the
Common Stock at the time each such Warrant is granted.

     (b)  Should  the  Company  enter  into  an  agreement  with a  party  first
introduced to the Company by or through  Placement  Agent during or prior to the
Term pursuant to which the Company consummates a transaction wherein the Company
acquires all or  substantially  all of the  business  assets or stock of another
entity in which the Company is the surviving  entity (an  "Acquisition")  during
the Term, or during the  twelve-month  period  following the  expiration of such
Term, then the Company shall pay Placement Agent: (i) a fee equal to ten percent
(10%) of the aggregate consideration paid by the Company to the entity acquired,
such fee to be payable simultaneously with the closing of such Acquisition;  and
(ii) a warrant (a  "Warrant")  to purchase a number of shares of Common Stock of
the Company equal to the product of (x) the quotient of the aggregate  amount of
the  aggregate  consideration  received  by  the  Company  as a  result  of  the
Acquisition  divided by the lesser of (i) the per share value  attributed to the
Common Stock in the  Acquisition,  if any  (determined by dividing the aggregate
consideration  received by the  Company by the number of shares  received by the
Company  as a result of the  Acquisition),  and (ii) the per share  fair  market
value of the Common Stock at the time of the closing of the Acquisition, and (y)
eight percent  (8%).  Each Warrant  shall be  exercisable  for at least ten (10)
years from the date of their respective  issuances at an exercise price which is
110% of the fair market  value of the Common Stock at the time each such Warrant
is granted.

     (c) For purposes of calculating  Placement Agent's fee under this Paragraph
4, the  aggregate  consideration  paid with respect to the  business,  assets or
stock of the 



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<PAGE>

Company shall be equal to the total of all cash,  securities and/or other assets
paid for such business, assets or stock by the acquiror. Aggregate consideration
shall also  include:  (i) any  commercial  bank or similar  indebtedness  of the
Company which is repaid or for which the responsibility to pay is assumed by the
acquiror in  connection  with such  transaction;  (ii) the greater of the stated
value or the  liquidation  value of  preferred  stock  of the  Company  which is
assumed or acquired by the acquiror and which is not converted into common stock
upon the consummation of such  transaction;  (iii) future payments for which the
acquiror is obligated absolutely  ("Acquiror Future Payments");  and (iv) future
payments for which the acquiror is obligated  upon the  attainment of milestones
or financial results  ("Acquiror  Contingent  Payments").  The fee to be paid to
Placement  Agent as a result of Acquiror  Future Payments shall be paid upon the
date of closing of such  Acquisition and shall be valued at the present value of
the Acquiror Future Payments.  The fee to be paid to Placement Agent as a result
of Acquiror  Contingent Payments shall be paid upon the receipt of such payments
by the Company. In the event that a Sale of the Company or an Acquisition by the
Company is consummated through a multiple-step  transaction wherein the acquiror
is not  obligated  either  absolutely  or upon the  attainment  of milestones or
financial  results to make future  payments to further  increase the  acquiror's
ownership in the Company (the "Multiple-Step  Payments"),  the Company agrees to
pay  Placement  Agent  a fee on  such  Multiple-Step  Payments  which  shall  be
calculated  pursuant to this  Paragraph  4. Such fee shall be paid to  Placement
Agent upon receipt by the Company of such Multiple-Step Payments and shall be in
addition  to the  fee  paid  to  Placement  Agent  in the  first  step  of  such
transaction.

     5.  Should the  Company  enter into an  agreement  with an  investor  first
introduced to the Company by or through  Placement  Agent during or prior to the
Term  pursuant to which the Company  consummates  a  Strategic  Alliance(s)  (as
defined below),  or during the  twelve-month  period following the expiration of
such Term, then the Company shall pay Placement  Agent:  (a) a cash fee equal to
ten  percent  (10%) of the  present  value of the  Aggregate  Consideration  (as
defined below) to be received by the Company,  its  shareholders or employees in
each  such  transaction  (such  fee  shall  be paid to  Placement  Agent in cash
simultaneously with the closing of each such transaction);  and (b) a payment in
the form of  equity  securities  in an  amount to be  agreed  upon  between  the
parties,  but  in no  event  less  than  ten  percent  (10%)  of  the  Aggregate
Consideration.  For the purpose of calculating  Placement Agent's fee under this
Paragraph 5, Aggregate  Consideration shall include,  but not be limited to: (i)
all  payments  made at the closing of such  transaction  for equity  securities,
equity security rights or similar rights; (ii) technology access fees or similar
up-front payments,  (iii) other future payments,  including without  limitation,
licensing  fees,  lump sum payments,  royalties and deferred  technology  access
fees,  to be made to the  Company  or its  employees  for  which  the  Strategic
Alliance  partner(s)  or other  counter-parties  (each a "Partner") is obligated
either  absolutely  ("Strategic  Future  Payments")  or upon the  attainment  of
milestones  or  on  a  percentage  or  royalty  basis   ("Strategic   Contingent
Payments");  (iv)  funding  provided,  arranged  or  introduced  by the  Partner
(through  reimbursement  or  otherwise)  relative to research  and  development,
testing,  clinical  trials  and  related  expenditures,  whether  such  work  is
performed,  subcontracted or managed by the Company or the Partner;  and (v) the
repayment or assumption by the Partner of obligations of the 


                                       3
<PAGE>

Company,  including  indebtedness  for money  borrowed  or  amounts  owed by the
Company to  inventors or owners of  technology.  It is further  understood  that
Aggregate  Consideration  shall not be  reduced  by the amount of the fee due to
Placement  Agent   hereunder.   Any  portion  of  the  Aggregate   Consideration
constituting  Strategic  Future  Payments  shall be paid at closing and shall be
valued at the present value of the Strategic Future Payments. The fee to be paid
to Placement  Agent as a result of Strategic  Contingent  Payments shall be paid
upon the receipt of such  payments  and shall be in addition to any fees paid at
closing.  A "Strategic  Alliance"  may  include,  but is not limited to: (i) any
joint  venture,  partnership,  license  or  other  contract  for  the  research,
development,  manufacturing,  marketing,  distribution,  sale or other  activity
relating to the Company's present and/or future products;  (ii) the purchase of,
or  commitment  to  purchase  from the  Company,  less  than a  majority  of the
business, assets or stock of the Company by a Partner(s);  (iii) the sale of any
of the  Company's  assets  or any  rights in  respect  to its  products  and /or
technology;  and (iv) a  commitment  to provide  funding  for all or part of the
Company's research and development activities, whether such work is performed or
managed by the Company or Partner.

     For  purposes of  calculating  the present  value of any  Strategic  Future
Payments,  Strategic Contingent  Payments,  Acquiror Future Payments or Acquiror
Contingent Payments,  the Company and Placement Agent agree to discount all such
payments by a discount  factor equal to fifteen  percent  (15%) per annum,  and,
where necessary,  to use the projections which have been provided to prospective
Partners in the course of the  transaction  to quantify these  Strategic  Future
Payments,  Strategic Contingent  Payments,  Acquiror Future Payments or Acquiror
Contingent  Payments.  For the purposes of  calculating  Placement  Agent's fee,
securities  constituting part of Aggregate  Consideration  which are traded on a
national or recognized foreign securities exchange or the Nasdaq National Market
System shall be valued at the last closing bid price  thereof  prior to the date
of the  consummation or closing of any such  transaction.  Such securities which
are traded  over-the-counter  shall be valued at the mean between the latest bid
and  asked  prices  prior to date of the  consummation  or  closing  of any such
transaction.

     6. Should  Placement  Agent  introduce the Company to a potential  product,
process,  intellectual  property or technology which is subsequently licensed or
otherwise  acquired  by the  Company,  the  Company  and  Placement  Agent shall
negotiate in good faith a fee for such  introduction  provided  that in no event
shall such fee be less than:  (a) two hundred  thousand  dollars  ($200,000)  in
cash;  and (b) an equity  payment  in an amount to be agreed  upon  between  the
parties,  but in no event less than ten percent  (10%) of the total  outstanding
shares of common stock of the Company on a fully diluted basis.

     7. In the event that the Company,  its directors or management initiate any
discussions  with  a  third  party  in  furtherance  of any  Sale,  Acquisition,
Investment or Strategic  Alliance or receive any meaningful inquiry or are aware
of the interest of any third party concerning a Sale, Acquisition, Investment or
Strategic  Alliance which is the subject of this Agreement,  they shall promptly
inform Placement Agent of the party and its interest.


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<PAGE>


     8. Any  financial  advice  rendered  by  Placement  Agent  pursuant to this
Agreement (and the existence of this Agreement) shall not be disclosed  publicly
in any manner  without  Placement  Agent's prior  written  approval and shall be
treated by the Company as  confidential  information.  The Company shall provide
Placement Agent with all financial and other information  requested by Placement
Agent for the purposes of rendering its services pursuant to this Agreement.

     9. (a) The Company agrees not to divulge  information which Placement Agent
discloses  to it and  which  is  marked  as  "Confidential"  (the  "Confidential
Information") to any third party or parties. The Company further agrees to limit
disclosure  only to those of its officers,  employees,  agents,  affiliates  and
consultants as the Company considers  necessary.  The Company shall use its best
efforts to prevent the  disclosure of the  Confidential  Information as provided
herein. This obligation shall be binding upon the Company and shall continue for
a period of five (5) years from the date of this Agreement.

     10. All  non-public  information  given to  Placement  Agent by the Company
shall be treated by Placement Agent as confidential information and shall not be
used by  Placement  Agent  except in  rendering  its  services  pursuant to this
Agreement.  Placement Agent may rely, without independent  verification,  on the
accuracy and completeness of any information furnished to Placement Agent by the
Company, subject to its obligations under the securities laws.

     11. In the event that Placement  Agent becomes  involved in any capacity in
any action,  proceeding,  investigation or inquiry in connection with any matter
referred to in this Agreement or arising out of the matters contemplated by this
Agreement,  the Company shall reimburse  Placement Agent for its legal and other
expenses  (including the cost of any  investigation and preparation) as they are
incurred by Placement Agent in connection therewith.  The Company also agrees to
indemnify each of Placement Agent, the directors, officers, employees and agents
thereof (the  "Indemnitees"),  pay on demand and protect,  defend, save and hold
each  Indemnitee  harmless  from and against any and all  liabilities,  damages,
losses, settlements, claims, actions, suits, penalties, fines, costs or expenses
(including,  without  limitation,  attorneys'  fees)  (any of the  foregoing,  a
"Claim")  incurred by or asserted  against any  Indemnitee  of whatever  kind or
nature,  arising  from,  in  connection  with or  occurring  as a result of this
Agreement or the matters contemplated by this Agreement. The foregoing agreement
shall be in addition to any rights that any Indemnitee may have at common law or
otherwise.

     12. The Term of this Agreement shall be twenty-four (24) months  commencing
on the date hereof.  Thereafter,  this  Agreement  shall  continue on a month to
month basis until  terminated by either party upon not less than sixty (60) days
notice with the monthly retainer fee payable on the first day of each month (the
"Extended  Term");  provided,  however  that,  regardless  of  any  termination,
Paragraphs  4, 5, 6, 11, 13 and 15 shall  survive.  In addition to any  retainer
fees,  Placement  Agent  shall be entitled to the  reimbursement  of  reasonable
expenses  incurred by Placement Agent as a result of services  rendered prior to
the date of the termination.


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<PAGE>

     13. This  Agreement  shall be governed by and construed in accordance  with
the laws of the State of New York without  regard to  principles of conflicts of
law. The parties hereto irrevocably consent to the jurisdiction of the courts of
the  State  of New  York  and of any  federal  court  located  in such  State in
connection  with any action or  proceeding  arising  out of or  relating to this
Agreement,  any document or instrument delivered pursuant to, in connection with
or simultaneously with this Agreement, or a breach of this Agreement or any such
document or  instrument.  In any such action or  proceeding,  each party  hereto
waives  personal  service of any summons,  complaint or other process and agrees
that service  thereof may be made in  accordance  with this  Section 13.  Within
thirty  (30) days after  such  service,  or such  other time as may be  mutually
agreed  upon in  writing by the  attorneys  for the  parties  to such  action or
proceeding,  the party so served shall appear or answer such summons,  complaint
or other process.

     14. This Agreement  shall be binding upon  Placement  Agent and the Company
and the successors and assigns of Placement  Agent. The Company shall not assign
or sell all or substantially all of the Company's business and/or assets without
first  requiring  in writing  that such  assignee or  successor  is bound by the
provisions of this Agreement.

     15. (a) Placement Agent shall not be in any way precluded from (i) entering
into  similar  agreements  with  companies  which  engage  in  similar  business
activities  or lines of business as the Company or  developing  or marketing any
products,  services  or  technologies  that  do or may in  the  future  compete,
directly or indirectly,  with those of the Company, (ii) investing or owning any
interest publicly or privately in, or developing a business  relationship  with,
any  corporation,  partnership  or other person or entity engaged in the same or
similar  activities or lines or business as, or otherwise in  competition  with,
the Company or (iii) doing  business  with any client,  collaborator,  licensor,
consultant,  vendor or customer of the Company.  Placement  Agent and any of its
officers, directors, employees or former employees and affiliates shall not have
any  obligation,  or be liable,  to the Company solely on account of the conduct
described in the preceding sentence. The Company recognizes that Placement Agent
is  not  obligated  to  present  any  opportunities  for  an  Investment,  Sale,
Acquisition,  Strategic  Alliance or any other  opportunities to the Company and
nothing in this Agreement shall be construed to limit Placement  Agent's ability
to introduce  Investment,  Sale,  Acquisition,  Strategic  Alliance or any other
opportunities to any other company. In the event that Placement Agent and/or any
officer,  director,  employee or former employee or affiliate  thereof  acquires
knowledge of a potential  transaction,  agreement,  arrangement  or other matter
which may be a corporate  opportunity  for both Placement Agent and the Company,
neither Placement Agent nor any of its officers, directors,  employees or former
employees  or  affiliates  shall  have any  duty to  communicate  or offer  such
corporate  opportunity to the Company and neither Placement Agent nor any of its
officers, directors, employees or former employees or affiliates shall be liable
to the Company for breach of any fiduciary or other duty,  as a  stockholder  or
otherwise,  solely  by reason  of the fact  that  Placement  Agent or any of its
officers,  directors,  employees  or former  employees or  affiliates  pursue or
acquire such corporate  opportunity for Placement  Agent,  direct such


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corporate  opportunity  to another  person or entity or  communicate  or fail to
communicate such corporate opportunity or entity to the Company.

     (b) The  provisions of this Section 15 shall be  enforceable to the fullest
extent permitted by law.

     Please confirm that the foregoing is in accordance with your  understanding
by signing and returning to us the enclosed duplicate of this letter.


                                          Sincerely yours,

                                          PLACEMENT AGENT


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


Confirmed as of the date hereof:

CONVERSION TECHNOLOGIES INTERNATIONAL, INC.


By: 
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   Name:  
   Title: