OFFER OF RESCISSION TO BUY BACK STOCK FROM STOCKHOLDERS

NEWS ALERT

As mentioned earlier in my letter to the Arkansas Security Department, this is the document that I referenced that was published by Diamond Capital Corporation/Mattie Lainhart on November 16, 1998. This is a detailed notification letter to "some" of the stockholders of record, as to their right of Rescission
(the offer by Diamond Capital or CTIC to buy back the stocks that had been purchased plus 6% interest) to get their money back.

DISCLOSURE APPENDIX
Investment in small businesses involves a high degree of risk, and investors should not invest any funds unless they can afford to lose their investment in its entirety. See below for the risk factors that management believes present the most substantial risks to an investor.
In making an investment decision investors must rely on their own examination of the investment and the terms of the offering, including the merits and risks involved. The securities identified in this Disclosure Appendix have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense.

Risk Factors

There are some risk factors involving an investment in the Company that must be considered in determining whether to retain your ownership of CTIC shares or to rescind your purchase and receive the return of your purchase price.

The Company had not used its process or machines in a commercial operation.
Other methods of waste disposal may become available which are less expensive and more cost competitive in the remediation of waste.
The Company may not be able to achieve fiscal stability within the next year or longer.
The Company has not sold any of the waste remediation devices to be manufactured by the Company and presently has no orders for such devices.
Environmental standards of the various states and the federal government may delay or prevent use of the Company with certain types of hazardous waste.
Due to the necessity of complying with environmental and various statutory and regulatory health requirements the Company and/or its licensees may be delayed for substantial periods of time while complying with such rules, regulations and directions.
The future income of the Company will in almost all respects come from license and royalty fees, and from fees generated by the use of the Company's patented mechanical devices to remediate hazardous waste. The Company may not be able to locate licensees possessing the financial and technical ability to cause the commercialization of its patented waste remediation process and
machinery. Additionally, the Company, in conjunction with its licensee's and acting independently, may not be successful in finding customers willing to acquire and/or use the Company's waste remediation products and process.
There may occur a lack of persons with sufficient technical experience necessary to manufacture the Company's patented machines.

In addition to the above risks, businesses are often subject to risks not foreseen or fully appreciated by management. In reviewing this disclosure document you should keep in mind other possible risks that could be important

Summary of Business

Clean Technology International Corporation (the "Company") is a Texas corporation incorporated on June 21, 1993 and is located in Austin, Texas. The Company was formed for the purpose of commercializing the use of patented process designed to eliminate hazardous and other waste. The patented technology and the patented machines employing the technology involve the use of a molten metal (primarily an aluminum alloy) bath to cause molecular decomposition of most waste materials. The waste materials are delivered into a chamber containing the molten metal bath and decompose. The type of material being decomposed determines the type of system or method by which the waste is delivered to the molten metal bath. For example, medical waste, including sharp instruments, are delivered or placed in boxes and delivered directly into the chamber containing the bath by a dunk method. The other material handling designs are used to accommodate chemical liquids or in slurry form, soils, and solids.
The molten metal bath is contained in a chamber that is similar to those used to make aluminum cookware. The remaining parts are available from existing manufactured materials and parts.
The Company's treatments and decomposition technology is competitive in costs to the user. For example, in processing contaminated soils, once the process is complete the soil is cleaned, no backfire is required and no offsite disposal is needed.
The process is environmentally clean and as there is no combustion as in incineration no measurable hazardous emissions, no super-toxic or concentrated residue remain after the process is complete and in most instances the residue is recyclable.
The Company holds U.S. Patent No. 5,000/101 issued March 19, 1991 for "A Hazardous Waste Reclamation Process." Although the technology has been in various stages of development since 1987 the process has not been used on a commercial basis. No commercial size devices have been sold or constructed.
The Company promotes the technology through the placement of licenses. The Company also promotes the technology independently through the placement of its machines into commercial use in states without licenses. In addition to the efforts of its licenses the Company is actively contacting potential customers. In the event a potential customer is located in a state with a licensee, the Company will work in conjunction with the licensee to commercialize the technology.
The Company has manufactured demonstrators and has successfully demonstrated the technology in the past. A commercial size machine has been constructed in Austin, Texas.
The Company now has located its commercial size machine in Houston due to the size and geographic location of Houston. The Company has the ability to manufacture large machines to handle large waste problems as the opportunity to do so becomes available. Although there are numerous potential prospects for use of the Company's technology in the area of medical wastes of all types as well as numerous other sites where the Company's technology would be a cost effective and safe way of removing and destroying hazardous and non-hazardous waste products, the Company is dependent on direct contact by a licensee or Company personnel to present the technology and the machines and to arrange for a demonstration of the practical application of the patented machine. The Company offers to dispose of hazardous materials through the use of one or more of the devices it will manufacture. The determination of which of the devices to use will depend upon the composition of the hazardous material. For example, medical waste will be delivered in boxes which are moved directly into a device designed for this type of material. As this is not an incineration process disposable sharp instruments may also be delivered with other boxed medical waste. The other materials handling designs are used to accommodate chemical liquids or slurry form, soils and solids.
The Company believes that the process offers:

(i) a treatment and decomposition technology that is cost effective in comparison to other treatment alternatives, for example, in the processing of contaminated soils, the processed soil is clean and eliminates the need for backfill, and no offsite disposal is needed. (iii) Along with elimination of the resulting costs and transportation of hazardous waste or incinerated by¬products; ongoing liability is significantly reduced as the materials are decomposed and thereby the hazard is removed.

(iii) The process is effective on materials with dioxins and furans.
As a result the Company's best opportunities are in chemicals, metals and hazardous waste from wood preserving, pulp and paper, oil companies, agricultural chemicals, medical facilities, military contractors and the military.
The Company will treat hazardous and waste materials on a fee basis and place the devices with others for commercial application with the consent of the Company and at the same time receive continuing royalties.

Patent

Only CTIC has the Patent and therefore the technology to manufacture the machines to perform the waste disposal process. CTIC holds U.S. Patent No. 5,000,101 issued March 19, 1991 for ttA Hazardous Waste Reclamation Process." The process has been in development since its first successful laboratory test in 1987. An early prototype small capacity commercial scale devise was built and tested in 1987. The test successfully demonstrated its viability on contaminated soils, rocks and various process sludges in 1993. In 1994, a CTIC machine successfully decomposed biomedical waste. As a result, the State of Arkansas issued a preliminary permit for its use. Arkansas further recognized that the technology does not employ incineration. The process has not bee used on a commercial scale. CTIC has nine additional patents for use of the basic technology and has applied for an additional (3) patents.

In 1998 the Company's Florida licensee presented its analytical results from various tests to the Florida Department of Environmental Protection. The Florida Department issued its letter indicating its acceptance of the Company's technology. See attachment "1."
The Company has manufactured several demonstrators for onsite
demonstrations to potential customers. The Company has the
capability to produce the following generic machines which in most
instances may be increased in size.
(i) Demonstrator

(ii) Subsurface Treatment Load and Dunk Method (Biomedical Waste; oil Filters) machine size 400
lbs. per hour.

{iii Subsurface Treatment Slurry Pump Method (solvents, pesticides, herbicides, halogenated hydrocarbons) 1,000 lbs. per hour
These devices do not include site preparation, aluminum for the bath or any specialized auxiliary equipment.
The Company's operations are dependent on the use of patented technology and the machines and equipment utilizing the technology owned by the Company. U.Si Patent Number 5,000,101 was originally issued to the inventor, Anthony S. Wagner. Mr. Wagner assigned the patent rights to his wholly owned corporation. Advanced Development Systems, Inc. On January 31, 1995, the patent rights were assigned by Advanced Development Systems, Inc. and Anthony S. Wagner to the Company.
The Company licenses are for a ninety-nine (99) year period from its date of issue and provides for the licensee's exclusive use in a specific state or a specified site, e.g. a city or smaller geographical location such as a plant during the period of its license. In addition to the technology currently licensed to the Company, CTIC has agreed that any invention derived from the patent is available for use by its licensees. As the technology is further developed by CTIC, the Company expects that additional processes and materials capable of being decomposed by the process will be developed expanding the capabilities of the Company to market and use the technology.
In order for a licensee to use the technology it must meet the financial obligations required by the Patent and Technology License.

Primary Competitors

The Company's purpose is to engage in hazardous waste disposal and remediation. Industrial waste treatment is a highly competitive market. Other waste disposal companies whether national or local use several methods of dealing with hazardous waste material. The competing technologies are dewatering using a centrifuge or filter press plus incineration of the residue, dewatering plus cement kiln combustion and in medical waste by autoclave sterilization. In many instances these competitors are large companies with significant financial strength. The Company's technology is new to commercialization and some of its competitors are expected to have a distinct advantage because they have been in the marketplace longer.

The Company technology offers several competitive features including cost savings, elimination of any continuing liability for disposal, the ability to deliver service to the site of the hazardous material thereby eliminating the need to transport hazardous materials, and the process is noncombustion which does not create any measurable emissions.
Presently, there are three application specific devices available that will direct the Company's focus on the types of hazardous waste that are suitable for each such device. Also, aside from the technological advantages offered by the Company's process, there are costs savings to the user. The percentage of savings varies depending on the application being used e.g. medical waste versus industrial process sludges. The Company firmly believes that the decomposition features, elimination of ongoing liability, the non-incineration capacity of the technology and costs savings gives the Company a service which is highly desirable to businesses and entities with hazardous waste to dispose.

Licensees

The Company presently has existing licensees in Ohio, Florida, Texas, Louisiana, Arkansas, Indiana, Illinois, Kentucky and Washington.
Licensees are required to agree to pay a license fee on an agreed schedule of payments. The amount of the licensee fee varies from state to state. In addition, each licensee is obligated to pay a royalty of 6% and to pay a fee for the placement of the Company's machines within the licensee's state. Advanced Development Systems, Inc. and Diamond Capital Corporation own the licenses in Louisiana, Florida and Texas. Diamond Capital Corporation owns the Indiana license.

In June of 1998 the management of the Company changed and Thomas Harlan, Chief Executive Officer and Director,- resigned as did Dale Johnson a director and Vice President. A Settlement Agreement, involving the Company, Mr. Harlan and others arose from allegations against Harlan and Johnson involving their conduct as officers and directors. As a result of the Settlement Agreement, Mr. Harlan's company, Innovative Strategic Technologies can qualify to become licensees in Pennsylvania, Alabama, Mississippi, North Carolina, South Carolina, Virginia, West Virginia, Delaware, Rhode Island, New York, New Jersey, Vermont, New Hampshire, Connecticut and Maine. The Company is investigating additional conduct concerning Mr. Harlan and has not yet delivered or issued these licenses.

Management

Diamond Capital Corporation and Advanced Development Systems, Inc. are the majority shareholders of Clean Technology Sunshine Environmental, Inc.
With the resignations of Thomas Harlan and Dale Johnson as officers and directors, the Company is now under new management. In addition to the existing directors W. Darrell Lainhart and Anthony S. Wagner acting as representatives of shareholders of Diamond Capital Corporation and Advanced Development Systems, Inc., Robert Specketer and Irene M. Lainhart were elected as directors on June 23, 1998. The officers of the Company were also elected at the June 23, 1998 Board of Directors meeting. Irene M. Lainhart was elected President and Secretary, Robert Specketer was elected Executive Vice President, W. Darrell Lainhart was elected Managing Consultant and Chief Executive Officer, and John Camp was elected as Vice President of Engineering. Anthony Wagner remains as a director and Senior Vice President and Chief Technical Officer.

The primary shareholders of the Company are Advanced Development Systems, Inc., which is wholly owned by Anthony Wagner, Diamond Capital Corporation, which is wholly owned by Irene M. Lainhart, Robert Specketer and River Ridge Investments, Inc. Voting control of the outstanding shares of the Company is held by Diamond Capital Corporation. As of June 23, 1998 CTIC had 25,000,000 authorized common and 3,000,000 series 1 preferred shares. There are 15,180,389 shares of common stock and 3,000,000 shares of series 1 preferred issued. Diamond Capital is the owner of approximately 11,544,389 shares of common stock and 3,000,000 shares of Series 1 preferred shares which provide for the issuance of five common shares for each preferred share on surrender. Advanced Development Systems, Inc. is the owner of approximately 1,197,000 shares of common shares, Robert Specketer is the owner of 692,723 shares of common stock and River Ridge Investments, Inc. owns 655,000 shares of common stock. Diamond Capital acquired approximately 11,000,000 shares of common stock on June 23, 1998 by action of the board of directors as a result of the support of Diamond Capital in financing the operations of CTIC and in supplying consulting services in connection with the removal of Thomas A. Harlan and Dale Johnson from the management of CTIC.

Although the rescission offer is being made by the Company and Diamond Capital Corporation, the funds to repurchase the shares are from Diamond Capital and it will receive all shares returned pursuant to this offer to rescind.
The management consists of its Directors and officers. Anthony S. Wagner is a member of the board of the Company. Mr. Wagner graduated from Southwest Texas University with a Bachelor of Science Degree in Chemistry. He later earned both a Master of Science in Chemistry and one in Biology from Incarnate Word University in San Antonio, Texas. He taught in public schools for eight years. He has owned and operated his analytical chemistry lab. Utility Laboratories, for twenty years. The laboratory worked in partnership with Alamo Transformer Company to engage PCB analysis. His clientele included all the large power companies in Texas, Louisiana, New Mexico and Colorado. After seeing a large containment facility for transformers containing PCBs, Mr. Wagner decided to determine a method to destroy PCBs. His research and efforts led to a lab test in 1987 that proved that his molten alloy bath process would destroy the PCBs. A prototype machine was built in 1989 with many tests following. He is one of the incorporators of Clean Technologies International Corporation and serves as Senior Vice President and Board member. Mr. Wagner has made several other inventions including a food preservation process that preserves food for two years without refrigeration. Mr. Wagner was honored by election to the Research Society of America for some of his basic research on non-refrigerated food storage technology. Mr. Wagner managed an analytical chemistry lab for NASA and served as president of his fishing lure manufacturing company for four years. His work with NASA involved a bistable fluidic amplifier, a device use to deliver fluids to different places in the space shuttle non-mechanically, and led to his fishing lure invention. The company shipped over 12,000 dozen lures per week.

Robert D. Specketer, Executive Vice President of CTIC, has been an owner of Interstate Construction Management, Inc. of Colorado since 1981. Since its incorporation the annual sales of Interstate Construction Management has grown from approximately $3,000,000.00 in annual sales to approximately $12,000,000.00. Mr. Specketer's management responsibilities including insuring quality and workmanship on the job site, interaction with project owners and overall total project manager. Mr. Specketer's management of construction projects include bridges, bank buildings, multi-story office buildings and nuclear power facilities.

Irene M. Lainhart is and has been the President and sole owner of Diamond Capital Corporation since incorporation in 1986. For the past several years Ms. Lainhart has been the Executive Assistant to the Mayor of Sherwood, Arkansas. She has been involved in the business affairs of the City of Sherwood since 1983. Diamond Capital has provided services to CTIC for the past four years consisting of providing a presentation to potential licensees on behalf of CTIC.

William D. Lainhart was elected Managing Consultant and Chief Executive Officer of the Company in June of 1998. For the past five years Mr. Lainhart has acted as a managing consultant for Diamond Capital Corporation. In that capacity, through a Consulting Agreement between the Company and Diamond Capital Corporation, Mr. Lainhart has been engaged in locating and establishing licensees in various states.

Prior to his association with the Company, Mr. Lainhart was engaged in the investment business for most of his business life. He has held securities licenses with the State of Arkansas and with the National Association of Securities Dealers, Inc ("NASD"). From 1983 through 1987 Mr. Lainhart was the president and chief executive officer of Delta Financial Investment Corporation in Little Rock, Arkansas. Delta Financial Investment Corporation was a broker-dealer and engaged in the sales of United States and municipal bonds in most states. In 1987 Delta Financial Investments Corporation's President and Head Trader, John Gaudin, took several market positions by buying securities without having them sold, in United States government securities. The price of the securities dropped dramatically from the purchase price causing a material and significant loss to Delta Financial Investment Corporation. Delta Financial Investment Corporation notified the National Association of Securities Dealers, Inc., and voluntarily surrendered Delta Financial Investment Corporation's registration. The Arkansas Securities Department revoked the registration of Delta Financial Investment Corporation in 1990. The National Association of Securities Dealers imposed a fine on Delta Financial Investment Corporation. Delta Financial Investment Corporation chose not to pay the fine and an order was entered revoking its registration. During the operation of Delta Financial Investment Corporation, from time to time, Gandy Baugh, the Financial and Operations Principal failed to maintain the books and records of the company in a manner sufficient to comply with the rules and regulations of the NASD. As a result, on at least two occasions the company was fined by the NASD for these violations and the Financial Principal was sanctioned and fined $2,500.00 for his errors. Mr. Lainhart was sanctioned in his capacity as the General Securities Principal of Delta Financial Investment Corporation and fined $7,500.00 for failure to properly supervise the Financial Principal. In addition, on at least three occasions the President of Delta Financial Investment Corporation, John Gaudin, approved transactions that involved mark ups on securities transaction that the NASD considered excessive resulting in sanctions of the company, the Financial Principal Gandy Baugh, and Mr. Lainhart. On not less than three occasions Delta Financial Investment Corporation was sued by purchasers of securities alleging that the securities involved were sold by means of fraudulent representations of the securities representatives employed by Delta Financial Investment Corporation. All of these cases were resolved, without any admission of liability by Delta Financial Investment Corporation, by settlement prior to trial resulting in payment by Delta Financial Investment Corporation. In 1967 Mr. Lainhart was employed by Viking Corporation in the role as an agent for the sale of life insurance of Paragon Life Insurance Company. As a part of this endeavor, Mr. Lainhart was recruited by the management of Viking to become involved in the sale of Viking's securities to the public by using printed material- provided by management of Viking. Mr. Lainhart learned later that the printed material contained a material misstatement of fact. The Securities Exchange Commission commenced a civil action against Viking, its management, and the life insurance agents selling the securities of Viking. Upon the advise of an attorney provided to Mr. Lainhart by Viking Corporation, Mr. Lainhart consented to the entry of a permanent injunction enjoining all of the salesman from further violations of the securities laws.

Due to the closing of Delta Financial Investment Corporation, Mr. Lainhart became personally responsible for various state and federal tax obligations of Delta Financial Investment Corporation. Because of the priority given the payment of such taxes Mr. Lainhart was without sufficient funds to pay his financial obligations in a timely manner. Some of Mr. Lainhart's creditors obtained judgments for debts that have not yet been satisfied. The largest of the matters involved a claim by an officer, director and shareholder, Edward Foster, of Delta Financial Investment Corporation who claimed fraud in the sale of Delta Financial shares on Mr. Lainhart's part. The case was eventually settled with no findings of fault to Mr. Lainhart but the obligation remains unpaid.

Business and Properties

The Company presently generates no income except for occasional payments from licensees. The ongoing expenses of the Company have been funded in most instances by loans and contributions from shareholders, primarily Diamond Capital Corporation. Prior management did not keep accurate or complete financial records. An audit of certain records has been undertaken but is not complete nor will it presently give an accurate pictures of the financial condition of the Company. Without the continued financial support of its shareholders in the immediate future the Company will probably not be able to continue in business. The Company has several prospects for the use of the technology, but does not yet have a commercial utilization for its technology.

Environmental Issues

Faces with an elevated public concern over environmental contamination,, there has been a proliferation of federal and state statutes along with regulations implementing them. Since the Company's technology is considered a treatment of potentially hazardous waste, there are numerous state and federal laws that must be complied with by Clean Technology International Corporation.
The first group of federal statutes, exemplified by the Resource Conservation and Recovery Act (RCRA) , seeks to prevent the creation of new environmental problems by regulating the generation, treatment, storage, and disposal of waste materials. The second group of federal statutes is exemplified by the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA). These statutes are designed to detect and remediate existing environmental problems.

Several other federal statutes may apply to activities at a site. The Clean Water Act (CWA) forbids discharging pollutants, including oil and hazardous substances, into the waters of the United States, except pursuant to a permit issued by the Environmental Protection Agency ("EPA") or a state authorized to do so. Similarly, the Toxic Substances Control Act (TSCA) imposes testing, reporting, and use restrictions and record keeping requirements upon those who manufacture, process, or distribute chemicals that may adversely affect health or the environment. TSCA is most often encountered, outside of the chemical industry, because polychlorinated biphenyls (PCBs) are regulated under this act rather than under RCRA.

The Clean Air Act calls upon the Environmental Protection Agency to establish air quality standards, including standards for hazardous air pollutants. The permits, primarily issued by the states, set forth emission limitations and the applications of any required pollution-reducing technologies. Other federal statutes, such as the Safe Drinking Water Act (SDWA) and the Rivers & Harbors Act of 1899 serve to protect drinking water systems and navigable waters, respectively, from contamination. Various other state and local regulatory requirements may be relevant to permitting the use of the Clean Technologies' process.

In some instances as state and local permits are required before the technology can be used in a commercial operation delays can be expected in receiving such permits. Some of the delays may take up to one year depending upon the regulatory agency issuing the required permit.

Litigation

The Company is not presently a Defendant in any litigation, arbitration, mediation or other dispute resolution claims proceeding. The Company, however, does believe that there is a strong likelihood that additional litigation may occur with former management. The Company, during the week ending November 13, 1998, sued Thomas A. Harlan regarding his conduct while with the Company. Other lawsuits may be filed by the Company in the near future.

Financial

Diamond Capital Corporation employed the services of T. Hardie Bowman, IV, CPA in January 1998 to audit the Company. Due to the condition of the financial records Mr. Bowman was not able to complete the audit through June 30 of 1998 (fiscal year ends on June 30). Attached as Appendix 2 to this document is a draft of the Company's financials as of June 30, 1997. These records have not yet been completely audited. The Company does not have a stable source of income. Since January 1998, Diamond Capital Corporation has loaned the Company approximately One Million Five Hundred Thousand dollars ($1,500,000.00) payable on demand. Until the Company is able to place its machines and technology in commercial use there will not be any revenue of any significance.

Although the Company has prospects for the commercial use of its machines and technology no contracts have been obtained.
As the Company's financial records are incomplete and the Company is without a stable source of income, the Company's financial prospects are limited and will remain so if and until the Company is able to make commercial use of its technology.