WARRANT ADVANCED TECHNOLOGY INDUSTRIES, INC. COMMON STOCK PURCHASE WARRANT

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EXHIBIT 4.11

                                     WARRANT

         THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF

         1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE

         SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION

         STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE

         ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

                      ADVANCED TECHNOLOGY INDUSTRIES, INC.

                          COMMON STOCK PURCHASE WARRANT

         1. ISSUANCE; CERTAIN DEFINITIONS. In consideration of good and valuable

consideration, the receipt of which is hereby acknowledged by ADVANCED

TECHNOLOGY INDUSTRIES, INC., a Delaware corporation (the "Company"), Chicago

Venture Partners, L.P., or registered assigns (the "Holder") is hereby granted

the right to purchase at any time during the period (the "Exercise Period") from

the date hereof until 5:00 P.M., New York City time, on the second anniversary

of the Effective Date (the "Expiration Date"), 2,857,143 fully paid and

nonassessable shares of the Company's Common Stock (the "Common Stock"), at an

exercise price per share (the "Exercise Price") of $0.10 per share, as such

price may be adjusted as provided herein.

         This Warrant is being issued pursuant to the terms of the Securities

Purchase Agreement, dated of even date (the "Securities Purchase Agreement"), to

which the Company and the Holder (or the Holder's predecessor in interest) are

parties. Capitalized terms not otherwise defined herein shall have the meanings

ascribed to them in the Securities Purchase Agreement.

         2. EXERCISE OF WARRANTS.

                  2.1 GENERAL.

                  (a) This Warrant is exercisable in whole or in part at any

time during the Exercise Period. Such exercise shall be effectuated by

submitting to the Company (either by delivery to the Company or by facsimile

transmission as provided in Section 8 hereof) a completed and duly executed

Notice of Exercise (substantially in the form attached to this Warrant

Certificate) as provided in this paragraph and by delivering to the Company this

Warrant Certificate, together with appropriate payment of the Exercise Price for

the shares of Common Stock purchased (the date all such deliveries are

completed, the "Exercise Date"); provided that the Holder will only be able to

exercise this Warrant if such exercise is exempt from the registration

requirements of the Act, as defined below, (and the Company has received such

information as the Company may reasonable request to confirm that such transfer

is being made pursuant to an exemption from, or in a transaction not subject to,

the registration requirements of the Act). The Notice of Exercise shall be

executed by the Holder of this Warrant and shall indicate the number of shares

then being purchased pursuant to such exercise. Upon surrender of this Warrant

Certificate, together with appropriate payment of the Exercise Price for the

shares of Common Stock purchased, the Holder shall be entitled to receive a

certificate or certificates for the shares of Common Stock so purchased. This

Warrant shall expire and be of no force or effect from and after the Expiration

Date.

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                   (b) The Holder shall be deemed to be the holder of the shares

issuable to it in accordance with the provisions of this Section 2.1 on the

Exercise Date.

                  (c) The Holder shall pay the Exercise Price in cash; provided

that in the event that the Registration Statement is not effective on any

Exercise Date subsequent to the one year anniversary of the date hereof (other

than during a Permitted Suspension Period), then the Holder may pay the Exercise

Price with respect to the shares of Common Stock set forth in the Notice of

Exercise delivered in connection with such Exercise Date, pursuant to a cashless

exercise by surrendering this Warrant to the Company together with a notice of

cashless exercise, in which event the Company shall issue to the Holder the

number of Warrant Shares determined as follows:

                    X = Y (A-B)/A

         where:

                    X = the number of Warrant Shares to be issued to the Holder.

                    Y = the number of Warrant Shares with respect to which this

                    Warrant is being exercised.

                    A = the average of the closing sale prices of the Common

                    Stock for the five (5) Trading Days immediately prior to

                    (but not including) the Exercise Date.

                    B = the Exercise Price.

For purposes of Rule 144 promulgated under the Act, it is intended, understood

and acknowledged that the Warrant Shares issued in a cashless exercise

transaction shall be deemed to have been acquired by the Holder, and the holding

period for the Warrant Shares shall be deemed to have been commenced, on the

issue date. If the Registration Statement has been declared effective on or

before the one year anniversary of the date hereof, and is effective on any

Exercise Date subsequent to the one year anniversary of the date hereof (other

than during a Permitted Suspension Period), the Holder shall not have a right of

cashless exercise, but shall pay the Exercise Price in cash as set forth in

subsection 9(a) above.

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                  (d) If the Average Price is equal to or greater than $0.50

during any period of twenty (20) consecutive Trading Day and the Closing Price

is equal to or greater than $0.50 for a least ten (10) Trading Days during such

period, then on the fifteenth (15th) Trading Day following the end of such

period, and delivery of written notice thereof from Company to Holder, the

Exercise Price shall be adjusted to $0.25 (the "Adjusted Exercise Price"), as

such price may be adjusted as provided herein. For purposes of this Section

2.1(d), (i) Average Price shall be the average closing bid prices of the Common

Stock during the applicable period, as reported by the Reporting Service, or, in

the event the Common Stock is listed on a stock exchange or traded on NASDAQ,

the Average Price shall be such closing prices on such exchange or NASDAQ, as

reported in the Wall Street Journal and (ii) Closing Bid Price shall be the

closing bid price of the Common Stock on the applicable date, as reported by the

Reporting Service, or, in the event the Common Stock is listed on a stock

exchange or traded on NASDAQ, the Closing Bid Price shall be such closing price

on such exchange or NASDAQ, as reported in the Wall Street Journal.

                   2.2 LIMITATION ON EXERCISE. Notwithstanding the provisions of

this Warrant, the Securities Purchase Agreement or of the other Transaction

Agreements, in no event (except (i) as specifically provided in this Warrant as

an exception to this provision, (ii) while there is outstanding a tender offer

for any or all of the shares of the Common Stock, or (iii) at the Holder's

option, on at least sixty-five (65) days' advance written notice from the

Holder) shall the Holder be entitled to exercise this Warrant, or shall the

Company have the obligation to issue shares upon such exercise of all or any

portion of this Warrant to the extent that, after such exercise the sum of (1)

the number of shares of Common Stock beneficially owned by the Holder and its

Affiliates (other than shares of Common Stock which may be deemed beneficially

owned through the ownership of the unexercised portion of the Warrants or other

rights to purchase Common Stock or through the ownership of the unconverted

portion of the Debentures or other convertible securities), and (2) the number

of shares of Common Stock issuable upon the exercise of the Warrants with

respect to which the determination of this proviso is being made, would result

in beneficial ownership by the Holder and its Affiliates of more than 4.99% of

the outstanding shares of Common Stock (after taking into account the shares to

be issued to the Holder upon such exercise). For purposes of the proviso to the

immediately preceding sentence, beneficial ownership shall be determined in

accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended

(the "1934 Act"), except as otherwise provided in clause (1) of such sentence.

The Holder, by its acceptance of this Warrant, further agrees that if the Holder

transfers or assigns any of the Warrants to a party who or which would not be

considered such an Affiliate, such assignment shall be made subject to the

transferee's or assignee's specific agreement to be bound by the provisions of

this Section 2.2 as if such transferee or assignee were the original Holder

hereof.

         3. RESERVATION OF SHARES. The Company hereby agrees that from the date

hereof to the Expiration Date there shall be reserved for issuance upon exercise

of this Warrant such number of shares of the Common Stock as shall be required

for issuance upon exercise of this Warrant (the "Warrant Shares").

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