EXHIBIT A


THIS NOTE AND THE COMMON STOCK  ISSUABLE  UPON  CONVERSION OF THIS NOTE HAVE NOT
BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD,  PLEDGED,
HYPOTHECATED,  OR  OTHERWISE  TRANSFERRED,  DISPOSED OF OR OFFERED FOR SALE,  IN
WHOLE OR IN PART, IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER
THAT ACT COVERING  THIS NOTE AND/OR THE COMMON STOCK  ISSUABLE  UPON  CONVERSION
THEREOF,  OR AN OPINION OF COUNSEL REASONABLY  SATISFACTORY TO IDM ENVIRONMENTAL
CORP., THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE.


Principal Sum: $___________


Holder: __________________


                                CONVERTIBLE NOTE


                                  (the "Note")


                             IDM ENVIRONMENTAL CORP.


IDM  ENVIRONMENTAL  CORP.,  a New  Jersey  corporation  (hereinafter  called the
"Corporation"),  hereby promises to pay the Principal Sum to the order of Holder
on January  31,  1999.  This Note shall  accrue  interest  at the rate of 7% per
annum,  payable on the first day of each calendar quarter  commencing October 1,
1997 and at  maturity or on  conversion  (each,  an  "interest  payment  date").
Accrued interest shall be payable at the Company's option either (i) in cash, or
(ii)  in  registered  and  unrestricted  common  stock  of  the  Company  at the
conversion  price which shall on the interest  payment date be applicable  under
Section 2(a). Interest shall be computed on the basis of a 360-day year.


1.   This Note is being  issued  under a Private  Placement  Purchase  Agreement
     between the Company and the Holder (the "Subscription Agreement"). The term
     "Registration  Statement" shall have the meaning  attributed thereto in the
     Subscription  Agreement,  and the term  "Effective  Date" means the date on
     which  the  Registration  Statement  shall  be  declared  to be  effective.
     "Completion   Date"  shall  have  the  meaning   ascribed  thereto  in  the
     Subscription Agreement.

2.   Conversion Rights.

     (a)  The  principal  and accrued  interest on this Note is  convertible  by
          Subscriber from time to time after the Completion Date, in whole or in
          part, into shares of common stock of the Company  ("Common  Stock") at
          the lesser (the "Conversion  Price") of $2.75 per share (the "Cap") or
          75% of the  average  closing  bid price (the  "Average  Price") of the
          Common Stock during the last five trading days prior to conversion.

     (b)  In the event that the Holder elects to exercise its conversion  rights
          hereunder,  such conversion  shall be effective when Holder shall give
          to the Company  written notice of such election (which may be effected
          by  facsimile).  The Company  shall,  within two  business  days after
          receipt  by the  Company  of notice of  conversion  and the Note being
          converted,  deliver  irrevocable  instructions  to its transfer  agent
          (with a copy to Holder) to issue on an  expedited  basis the shares of
          Common Stock issuable on such conversion.

     (c)  If the  Effective  Date has not  occurred  by the 90th day  after  the
          Completion Date, then, in addition to the Holder's other remedies:

          (i)  the  interest  rate under the Note shall be  increased to 18% per
               annum (or, if less,  the highest rate permitted by law) until the
               Effective Date, and


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          (ii) at Holder's  option,  the Note shall not be repaid by the Company
               or shall remain convertible and accrue interest,  until such date
               as is  designated by Holder but not later than 180 days after the
               Effective Date.

     (d)  If the  Effective  Date has not  occurred  by the  180th day after the
          Completion Date, then, in addition to the Holder's other remedies, the
          interest  rate under the Note shall be  further  increased  to 24% per
          annum (or,  if less,  the  highest  rate  permitted  by law) until the
          Effective Date.

     (e)  The Company shall  reserve for issuance on conversion  and exercise of
          this Note and the Warrant (as defined in the  Subscription  Agreement)
          the number  shares of Common Stock which would be issuable  under this
          Note if converted at a Conversion  Price of $1.375.  The Company shall
          use its best  efforts  promptly to list on NASDAQ all shares of Common
          Stock which are issued upon conversion of this Note.

     (f)  The Note  shall be  convertible  at any time only to the  extent  that
          Holder would not as a result of such  exercise  beneficially  own more
          that 4.99% of the then outstanding Common Stock.  Beneficial ownership
          shall be defined in  accordance  with Rule 13d-3 under the  Securities
          Exchange Act of 1934.  The opinion of counsel to Holder shall  prevail
          in the event of any dispute on the calculation of Holder's  beneficial
          ownership.

     (g)  If any capital reorganization or reclassification of the common stock,
          or  consolidation,  or  merger  of the  Company  with or into  another
          corporation,  or the sale or conveyance of all or substantially all of
          its  assets to  another  corporation  shall be  effected,  then,  as a
          condition  precedent of such  reorganization  or sale,  the  following
          provision  shall be made:  The Holder of the Note shall from and after
          the date of such  reorganization or sale have the right to receive (in
          lieu  of  the  shares  of  common  stock  of the  Company  immediately
          theretofore  receivable with respect to the Note, upon the exercise of
          conversion  rights),  such  shares of stock,  securities  or assets as
          would have been issued or payable  with  respect to or in exchange for
          the number of  outstanding  shares of such  common  stock  immediately
          theretofore  receivable  with respect to the Note  (assuming  the Note
          were then convertible).  In any such case, appropriate provision shall
          be made with respect to the rights and interests of the Holders to the
          end  that  such  conversion  rights  (including,  without  limitation,
          provisions   for   appropriate   adjustments)   shall   thereafter  be
          applicable,  as nearly as may be practicable in relation to any shares
          of  stock,  securities  or  assets  thereafter  deliverable  upon  the
          exercise thereof.

     (h)  The Company  covenants to call a special meeting of shareholders on or
          before  November  15,  1997 to  approve  the  issuance  of  shares  on
          conversion  of the Notes and  Warrants  issued to the  Purchasers  (as
          defined in the Subscription Agreement).  Joel Freedman and Frank Falco
          have on this date  agreed to vote in favor of such  approval,  and the
          Board of Directors of the Company will recommend that the shareholders
          of the Company vote in favor of such approval.  Until such approval is
          obtained,  the  maximum  number  of  shares  which  will be  issued on
          conversion  of the Notes and  exercise of the  Warrants is  1,997,130,
          issuable  on a first  converted-first  exercised  basis.  Should  such
          approval  not be  obtained  by  November  15,  1997,  then  until such
          approval is  obtained,  the Company  shall on demand by Holder made at
          any time or times  redeem  any  portion  of the  Note  designated  for
          redemption  (the  "Redeemed  Portion") at a redemption  price equal to
          125% of the principal  and/or interest  proposed to be converted.  The
          redemption  price  shall be payable  within five  business  days after
          demand for  redemption is made, and shall accrue  interest  payable in
          demand at 11% per annum.

3.   In the event that the Holder  proposes to convert all or any portion of the
     principal  or  interest  of this  Note at a  conversion  price of less than
     $2.75,  the  Company  shall at its option be  entitled to redeem all or any
     portion  of the  Note  proposed  to be  converted.  Such  option  shall  be
     exercisable  by paying to the Holder,  within three business days after the
     date of such proposed conversion,  125% of the amount of principal proposed
     to be converted, together with accrued and unpaid interest.


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4.   The Company  covenants and agrees that all shares of Common Stock which may
     be issued upon  conversion of this Note will,  upon  issuance,  be duly and
     validly issued,  fully paid and  non-assessable  and no personal  liability
     will attach to the holder thereof.

5.   Purchase for Investment.  The Holder,  by acceptance  hereof,  acknowledges
     that the Note (and the Common Stock into which the Note is convertible) has
     not been  registered  under the Act,  covenants and agrees with the Company
     that such Holder is taking and holding this Note (and the Common Stock into
     which the Note is convertible) for investment  purposes and not with a view
     to, or for sale in connection  with, a  distribution  thereof and that this
     Note (and the Common Stock into which the Note is  convertible)  may not be
     assigned,  hypothecated  or  otherwise  disposed  of in the  absence  of an
     effective registration statement under the Act or an opinion of counsel for
     the Holder, which counsel shall be reasonably  satisfactory to the Company,
     to the effect that such  disposition  is in  compliance  with the Act,  and
     represents and warrants that such Holder is an  "accredited  investor" that
     such  Holder  has,  or with its  representative  has,  such  knowledge  and
     experience  in financial  and business  matters to be capable of evaluating
     the merits  and risks in  respect  of this Note (and the Common  Stock into
     which the Note is  convertible)  and is able to bear the  economic  risk of
     such investment.

6.   Certain  Payments.  In the event the Company  fails to deliver  irrevocable
     instructions  to its transfer  agent as required  under Section 2(b) within
     two days  after  conversion  , or if the  Company  fails  timely  to make a
     redemption payment as required under Section 2 or 3, then, without limiting
     Holder's other rights and remedies (including,  without limitation,  rights
     and remedies  available  to Holder upon an event of  default),  the Company
     shall  forthwith pay to the Holder an amount accruing at the rate of $1,000
     per day for each day of such breach for each $100,000  principal  amount of
     this  Note,  with pro rata  payments  for  principal  amounts  of less than
     $100,000.

7.   Events of Default and Acceleration of the Note.

     (a)  An "event of default"  with respect to this Note shall exist if any of
          the following shall occur, if:

          (i)  The Company  shall breach or fail to comply with any provision of
               this Note and such breach or failure  shall  continue for 15 days
               after written notice by any Holder of any Note to the Company.

          (ii) A  receiver,  liquidator  or  trustee  of  the  Company  or  of a
               substantial  part of its  properties  shall be appointed by court
               order and such  order  shall  remain  in effect  for more than 15
               days; or the Company shall be adjudicated  bankrupt or insolvent;
               or a  substantial  part of the  property of the Company  shall be
               sequestered  by court order and such order shall remain in effect
               for more than 15 days;  or a petition to  reorganize  the Company
               under any bankruptcy,  reorganization  or insolvency law shall be
               filed  against the Company and shall not be  dismissed  within 45
               days after such filing.

          (iii)The Company  shall file a petition  in  voluntary  bankruptcy  or
               request  reorganization  under any  provision of any  bankruptcy,
               reorganization  or insolvency law, or shall consent to the filing
               of any petition against it under any such law.

          (iv) The  Company  shall  make an  assignment  for the  benefit of its
               creditors,  or admit in writing  its  inability  to pay its debts
               generally as they become due, or consent to the  appointment of a
               receiver,  trustee or liquidator of the Company, or of all or any
               substantial part of its properties.

     (b)  If an event of  default  referred  to in clause (i) shall  occur,  the
          Holder may, in addition to such Holder's  other  remedies,  by written
          notice to the  Company,  declare  the  principal  amount of this Note,
          together  with all  interest  accrued  thereon,  to be due and payable
          immediately.  Upon any such  declaration,  such  amount  shall  become
          immediately  due and payable and the Holder shall have all such rights


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          and  remedies  provided  for  under  the  terms  of this  Note and the
          Subscription  Agreement. If an event of default referred to in clauses
          (ii),  (iii) or (iv) shall occur,  the principal  amount of this Note,
          together with all interest accrued thereon,  shall become  immediately
          due and payable and the Holder shall have all such rights and remedies
          provided  for  under  the  terms  of this  Note  and the  Subscription
          Agreement.

8.   Miscellaneous.

     (a)  All notices and other communications required or permitted to be given
          hereunder  shall be in writing and shall be given (and shall be deemed
          to have been duly given  upon  receipt)  by  delivery  in  person,  by
          telegram,  by facsimile,  recognized overnight mail carrier,  telex or
          other  standard  form  of  telecommunications,  or  by  registered  or
          certified mail, postage prepaid,  return receipt requested,  addressed
          as follows: (a) if to the Holder, to such address as such Holder shall
          furnish to the Company in accordance  with this Section,  or (b) if to
          the  Company,  to it at its  headquarters  office,  or to  such  other
          address as the Company shall furnish to the Holder in accordance  with
          this Section.

     (b)  This Note shall be governed and construed in accordance  with the laws
          of the State of New Jersey  applicable  to  agreements  made and to be
          performed entirely within such state.

     (c)  The Company waives protest, notice of protest, presentment,  dishonor,
          notice of dishonor and demand.

     (d)  If any  provision  of this  Note  shall  for any  reason be held to be
          invalid or unenforceable,  such invalidity or  unenforceability  shall
          not  affect  any  other  provision  hereof,  but  this  Note  shall be
          construed as if such invalid or unenforceable provision had never been
          contained herein.

     (e)  The  waiver of any event of  default  or the  failure of the Holder to
          exercise any right or remedy to which it may be entitled  shall not be
          deemed a waiver of any subsequent  event of default or of the Holder's
          right to  exercise  that or any  other  right or  remedy  to which the
          Holder is entitled.

     (f)  The Holder of this Note  shall be  entitled  to recover  its legal and
          other costs of collecting on this Note, and such costs shall be deemed
          added to the principal amount of this Note.

     (g)  In addition to all other  remedies to which the Holder may be entitled
          hereunder,  Holder  shall also be  entitled  to  decrees  of  specific
          performance without posting bond or other security.

IN WITNESS WHEREOF,  the Company has caused this Note to be duly executed on the
date set forth below


Dated: _____________________



IDM ENVIRONMENTAL CORP.



By:____________________________________



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