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                                   EXHIBIT 4.4

                                FORM OF DEBENTURE

NO. 1

THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN
OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT
SUCH REGISTRATION SHALL NO LONGER BE REQUIRED.


                        AIRTECH INTERNATIONAL GROUP, INC.
                            6% CONVERTIBLE DEBENTURE

$500,000                                                    FEBRUARY 22, 2000
New York, New York

           1.   CONSIDERATION. FOR VALUE RECEIVED, AIRTECH INTERNATIONAL GROUP,
INC. a Wyoming corporation (the "undersigned" or the "Company"), hereby
promises to pay to the order of PK Investors LLC, at its offices located at 110
Colabaugh Pond Road, Croton-on-Hudson, New York 10520 or at such other place as
the holder hereof (the "holder" or the "Registered Holder") shall designate to
the undersigned in writing, in lawful money of the United States of America or
in New York Clearing House Funds, the principal amount of Five Hundred Thousand
Dollars ($500,000) on the Maturity Date (as defined below). This Debenture is
one of five (5) Debentures to the Registered Holder on the date hereof in the
aggregate principal amount of two million five hundred thousand dollars
($2,500,000). The undersigned promises to pay the said principal sum in
accordance with the terms of this Debenture (as defined below).

           2.   PAYMENT. On February 22, 2002 (the "Maturity Date") the
undersigned shall pay the holder all unpaid principal and interest, if any, on
this Debenture. At the Company's option, any interest payment required to be
paid on this Debenture may be made in the form of the issuance to the holder of
the Company's common stock, par value $.05 per share (the "Common Stock"), with
the number of shares of such Common Stock to be payable in lieu of such
interest payments to be determined in accordance with the provisions of Section
6, as if such interest payment were a portion of the principal amount of the
Debenture to be converted into Common Stock.

           Principal and interest shall be payable at the most recent address
as the Registered Holder shall have designated to the Company in writing. No
payment of the principal of this Debenture may be made prior to the Maturity
Date by the Company without the consent of the Registered Holder, except as
otherwise provided herein.

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           3.   OVERDUE INTEREST PAYMENTS. Interest on the indebtedness
evidenced by this Debenture after default or maturity accelerated or otherwise
shall be due and payable at the rate of ten (10%) percent per annum, subject to
the limitations of applicable law.

           4.   HOLIDAYS. If this Debenture or any installment hereof becomes
due and payable on a Saturday, Sunday or public holiday under the laws of the
State of New York, the due date hereof shall be extended to the next succeeding
business day and interest shall be payable at the rate of six (6%) percent per
annum during such extension. All payments received by the holder shall be
applied first to the payment of all accrued interest payable hereunder.

           5.   ISSUANCE OF DEBENTURES. This Debenture has been issued by the
Company pursuant to the authorization of the Board of Directors of the Company
(the "Board") and issued pursuant to a Securities Purchase Agreement, dated as
of February 22, 2000, by and between the Company and the Purchaser identified
therein (the "Securities Purchase Agreement"). Pursuant to the Securities
Purchase Agreement, the Company issued $2,500,000 principal amount of the
Debentures and warrants to purchase (the "Warrants") 250,000 shares of the
Company's Common Stock. The Securities Purchase Agreement contains certain
additional terms that are binding upon the Company and each Registered Holder
of the Debentures. A copy of the Securities Purchase Agreement may be obtained
by any registered holder of the Debentures from the Company upon written
request. Capitalized terms used but not defined herein shall have the meanings
set forth in the Securities Purchase Agreement, including the Exhibits thereto.
This Debenture and the other 6% Convertible Debentures due 2002 issued by the
Company pursuant to the terms of the Securities Purchase Agreement, together
with any debentures from time to time issued in replacement thereof, whether
pursuant to transfer and assignment, partial conversion thereof or otherwise,
are collectively referred to herein as the "Debentures."

           6.   CONVERSION. (a) Subject to and in compliance with the
provisions hereof, the holder shall have the right to convert all or a portion
of the outstanding principal amount of this Debenture into such number of
shares of Common Stock (the shares of Common Stock issuable upon conversion of,
and issuable in lieu of interest payments on, this Debenture, if any, are
hereinafter referred to as the "Conversion Shares") as shall equal the quotient
obtained by dividing (x) the principal amount of this Debenture to be converted
by (y) the Applicable Conversion Price (as hereinafter defined) and by
surrender of this Debenture, such surrender to be made in the manner provided
herein.

                (b) For purposes hereof the term "Applicable Conversion Price"
shall mean the lesser of: (i) $2.585 (the "Fixed Price") and (ii) the product
obtained by multiplying (x) the Average Lowest Closing Price (as hereinafter
defined) by (y) .80.

                For purposes hereof the "Average Lowest Closing Price" with
respect to any conversion elected to be made by the holder shall be the average
of the three (3) lowest daily closing bid prices (each such price is referred
to individually as a "Floating Reference Price" and, collectively, as the
"Floating Reference Prices") during the thirty (30) trading days immediately
preceding the date on which the holder gives the Company a written notice of
the holder's election to convert outstanding principal of this Debenture (the
"Notice Date"). The closing bid price on any

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trading day shall be (a) if the Common Stock is then listed or quoted on either
the NASD Bulletin Board, the NASDAQ SmallCap Market or the NASDAQ National
Market, the reported closing bid price for the Common Stock as reported by
Bloomberg, L.P. ("Bloomberg") or The Wall Street Journal (the "Journal") or on
such day (or, if not so reported, as otherwise reported by The NASDAQ Small Cap
Market, NASDAQ National Market or the NASD Bulletin Board, as the case may be),
(b) if the Common Stock is listed on either the American Stock Exchange or New
York Stock Exchange, the closing bid price for the Common Stock on such
exchange on such day as reported by Bloomberg or the Journal or (c) if neither
(a) nor (b) apply but the Common Stock is quoted in the over-the-counter
market, another recognized exchange, or on the pink sheets, the last reported
bid price thereof on such date. If the prices of the Common Stock cannot be
calculated on such date on any of the foregoing bases, such prices on such date
shall be the fair market value as mutually determined by the Company and the
Registered Holder for which the calculation is required in order to determine
the Applicable Conversion Price; PROVIDED, HOWEVER, that if the Company and the
Registered Holder are unable to mutually determine the fair market value, such
fair market value shall be determined by a nationally recognized investment
banking firm or firm of independent certified public accountants of recognized
standing (which firm may be the firm that regularly examines the financial
statements of the Company) (an "Appraiser") selected in good faith by the Board
and holders of a majority in interest of the Debentures. "Trading day" shall
mean any day on which the Company's Common Stock is traded for any period on
the principal securities exchange or other securities market on which the
Common Stock is then being traded.

                (c)   If, during any period following February 22, 2000 (the
"Original Issue Date"), as a result of the occurrence of any of the events set
forth in Section 3(f) or 3(g) of the Registration Rights Agreement, dated as of
February 22, 2000, by and between the Company and the Purchaser set forth
therein (the "Registration Rights Agreement"), the Purchaser set forth therein
is not able to sell shares of Common Stock issuable upon conversion of, or in
lieu of interest payments on, this Debenture pursuant to a registration
statement filed pursuant to such agreement, the Registered Holder shall have
the right, for any purpose under this Debenture during such period and
thereafter, to designate as the Applicable Conversion Price any Conversion
Price that would have been applicable during such period had the Registered
Holder delivered a Notice of Conversion with respect to any portion of this
Debenture. "Conversion Date" shall have the meaning given such term in Section
5(b) of the Securities Purchase Agreement.

                (d)  The Registered Holder shall convert this Debenture in
accordance with Section 5(b) of the Securities Purchase Agreement. If the
Company fails to deliver to the holder a certificate or certificates for shares
of Common Stock in the period set forth in the Securities Purchase Agreement,
the Company shall make certain payments to the holder in accordance with
Section 5(d) of the Securities Purchase Agreement.

                (e)   If the entire outstanding principal amount of this
Debenture is not converted, the Company shall also issue and deliver to such
holder a new Debenture of like tenor in the principal amount equal to the
principal which was not converted and dated the Original Issue Date. Each
conversion shall be deemed to have been effected immediately prior to the close
of business on the date on which a Notice of Conversion shall have been
delivered as aforesaid, and the person or persons in whose name or names any
certificate or certificates for shares of Common

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Stock shall be issuable upon such conversion shall be deemed to have become the
holder or holders of record of the shares represented thereby at such time on
such date.

                (f)   All shares of Common Stock delivered upon conversion of,
or in lieu of interest payments on, this Debenture will, upon delivery, be duly
authorized, validly issued and fully paid and nonassessable.

                (g)   No fractional shares of Common Stock shall be issued upon
conversion of, or in lieu of interest payments on, this Debenture. Instead of
any fractional share of Common Stock which would otherwise be deliverable upon
the conversion of, or in lieu of interest payments on, the principal of this
Debenture, the Company shall pay to the holder an amount in cash (computed to
the nearest cent) equal to the Average Lowest Closing Price multiplied by the
fraction of a share of Common Stock represented by such fractional interest.

                (h)   The issuance of certificates for shares of Common Stock
upon any conversion of, or in lieu of interest payments on, this Debenture
shall be made without charge to the payee hereof for any tax, unless required
by law, or other expense in respect to the issuance of such certificates, all
of which taxes and expenses shall be paid by the Company, and such certificates
shall be issued only in the name of the registered holder of this Debenture.

                (i)   Notwithstanding anything herein to the contrary, at no
time shall the Registered Holder (including its officers, directors and
affiliates) maintain in the aggregate beneficial ownership (as defined for
purposes of Section 16 of the Securities Exchange Act of 1934, as amended) of
shares of Common Stock in excess of 4.9% of the Company's outstanding Common
Stock and accordingly, the Registered Holder may only convert this Debenture up
to the point where its aggregate beneficial ownership (as defined for purposes
of Section 16 of the Securities Exchange Act of 1934, as amended) of shares of
Common Stock is equal or less than 4.9% of the Company's outstanding Common
Stock.

           7.   REDEMPTION BY COMPANY. (a) If, after the Original Issue Date,
there shall occur a Change in Control of the Company (as defined below), then,
at the option of the Registered Holder, the Company shall, on the effective date
of and subject to the consummation of such Change in Control, redeem this
Debenture for cash from the Registered Holder at a redemption price equal to
125% of the aggregate principal and accrued interest outstanding under this
Debenture. Nothing in this subsection shall limit the Registered Holder's right
to convert this Debenture on or prior to such Change in Control. For purposes
hereof, a "Change in Control" shall be deemed to have occurred if (A) any person
or group (as defined for purposes of Regulation 13D of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) shall have become the beneficial
owner or owners of more than 50% of the outstanding voting stock of the Company;
(B) there shall have occurred a merger or consolidation in which the Company or
an affiliate of the Company is not the survivor or in which holders of the
Common Stock of the Company shall have become entitled to receive cash,
securities of the Company other than voting common stock or securities of any
other person; (C) at any time persons constituting the Existing Board of
Directors cease for any reason whatsoever to constitute at least a majority of
the members of the Board of Directors of the Company; or (D) there shall have
occurred a sale of all or substantially all the assets of the

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Company. For purposes hereof, the term "Existing Board of Directors" shall
mean the persons constituting the Board of Directors of the Company on the date
hereof, together with each new director whose election, or nomination for
election by the Company's stockholders is approved by a vote of the majority of
the members of the Existing Board of Directors who are in office immediately
prior to the election or nomination of such director.

                (b)   In the event that the Company is subject to Nasdaq Rule
4310 or 4460, if prior to the time the stockholders of the Company shall have
approved the transactions contemplated by the Securities Purchase Agreement as
provided in clause (B) below, the number of shares of Common Stock issued (i)
upon conversion of the Debentures and (ii) in lieu of interest payments on the
Debentures, if any, (collectively, the "Conversion Shares"), shall be equal to
or more than 19.9% of the number of the shares of capital stock outstanding on
the Initial Closing Date (a "Redemption Event"), the Company shall have the
option to (A) redeem the outstanding principal amount of this Debenture at the
redemption price of one hundred twenty-five percent (125%) of the principal
amount hereof plus accrued interest on this Debenture, if any, or (B) call a
special meeting of its stockholders for the purpose of approving the
transactions contemplated by the Securities Purchase Agreement, including the
issuance of the Debentures and Warrants on the terms set forth therein,
together with any other approvals that shall be required so as to cause the
transactions contemplated by the Securities Purchase Agreement to remain in
compliance with the Rules and Regulations of Nasdaq (including Rule 4460 of
Nasdaq's Non-Qualitative Designation Criteria on the occurrence of a Redemption
Event; such approvals are referred to herein as the "Required Approvals"). The
Company shall determine within five (5) business days following the occurrence
of any Redemption Event which of such actions it shall take, and shall promptly
furnish notice to the Purchaser as to such determination, including, if
applicable, a notice of redemption. If the Company does not make a
determination within such five (5) day period, this Debenture shall be redeemed
the first business day following the end of such five (5) day period, if any,
at the redemption price of one hundred twenty-five percent (125%) of the
principal amount hereof plus accrued interest on the Debenture, if any.

                (c)   If the Company elects to call a special meeting of its
stockholders pursuant to Section 6(b) to obtain the Required Approvals, the
Company shall obtain such Required Approvals within thirty (30) days of the
distribution of the notice described in such Section (such thirty (30) day
period is referred to herein as an "Approval Period"). If such approval is not
obtained within the Approval Period, this Debenture shall be redeemed on the
first business day following the Approval Period at the redemption price of one
hundred twenty-five percent (125%) of the principal amount hereof plus accrued
interest on the Debenture, if any.

                (d)   If the Company fails to have a registration statement
effective within one hundred fifty (150) days of the date of the Securities
Purchase Agreement, at the option of the Purchaser, the Company shall redeem
these Debentures at a redemption price of one hundred twenty-five percent
(125%) of the principal amount hereof plus accrued and unpaid interest thereon,
if any.

                If the Company shall be required to redeem the Debentures
pursuant to any of the terms or conditions set forth in this Section 7, the
Company shall remit the redemption price

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to the Registered Holder thereof immediately upon such redemption.

           8.   COVENANTS.

                (a)   The Company will pay all taxes, assessments and
governmental charges lawfully levied or assessed upon it, its property and any
part thereof, and upon its income for profits, and any part thereof, before the
same shall become delinquent; and will duly observe, and conform to, all lawful
requirements of any governmental authority relative to any of its property, and
all covenants, terms and conditions upon or under which any of its property is
held; provided that nothing in this Section shall require the Company to
observe or conform to any requirement of governmental authority so long as the
validity thereof shall be contested in good faith by appropriate proceedings or
to pay any such tax, assessment or governmental charges so long as the validity
thereof shall be contested in good faith by appropriate proceedings and
adequate reserves with respect thereto shall have been set aside on the books
of the Company.

                (b)   Subject to the other provisions of this Debenture, the
Company at all times will maintain its corporate existence and right to carry
on its business and will duly procure all necessary renewals and extensions
thereof and use its best efforts to maintain, preserve and renew all of its
rights, powers, privileges and franchises; PROVIDED, HOWEVER, that nothing
herein contained shall be construed to prevent the Company from ceasing or
omitting to exercise any rights, powers, privileges or franchises which, in the
judgment of the Board, can no longer be profitably exercised, nor to prevent
the consolidation, merger or liquidation of any subsidiary or subsidiaries of
the Company with or into the Company.

                (c)   The Company will at no time close its stock transfer
books against the transfer of any shares of Common Stock issued or issuable
upon the conversion of, or in lieu of interest payments on, the Debentures, in
any manner which interferes with the timely conversion of such Debentures.

                (d)   As used in this Debenture, the term "Common Stock" shall
include all stock of any class or classes (however designated) of the Company,
authorized on or after the date hereof, the holders of which shall have the
right, without limitation as to amount, either to all or to a share of the
balance of current dividends and liquidating dividends after the payment of
dividends and distributions on any shares entitled to preference, and the
holders of which shall ordinarily be entitled to vote for the election of the
directors of the Company. The Company shall not, without the prior written
consent of the Registered Holder of this Debenture, issue any shares of its
capital stock, other than as permitted by Section 4(i) of the Securities
Purchase Agreement, in exchange for Debentures as provided hereunder or upon
exercise of the Warrants in accordance with the terms thereof.

                (e)   The Company will not, by amendment of its Articles of
Incorporation or By-laws or through any reorganization, recapitalization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder or
pursuant to the Securities Purchase Agreement by the Company, and will at all
times assist in good faith in

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the carrying out of all the provisions of this Debenture and the Securities
Purchase Agreement and in the taking of all such action as may be necessary or
appropriate in order to protect the conversion rights of the Registered Holders
of the Debentures against impairment.

                (f)   In the event of any taking by the Company of a record of
the holders of any class of securities for the purpose of determining the
holders thereof who are entitled to receive any dividend (other than a cash
dividend) or other distribution, any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities or
property, or to receive any other right, the Company shall mail to each
Registered Holder of the Debentures, at least ten (10) days prior to the date
specified therein, a notice specifying the date on which any such record is to
be taken for the purpose of such dividend, distribution or right, and the
amount and character of such dividend, distribution or right.

           9.   LIMITATION ON CERTAIN CORPORATE ACTS. The Company hereby
covenants and agrees that upon any consolidation or merger or upon the transfer
of all or substantially all of the property or assets of the Company, the due
and punctual payment of the principal and interest on all the Debentures
according to their tenor and the due and punctual performance and observance of
all the terms, covenants and conditions of the Debentures and the Securities
Purchase Agreement to be kept and performed by the Company shall be expressly
assumed by the corporation formed by such consolidation, or into which the
Company shall have merged or by the purchaser of such property or assets; and
such assumption shall be an express condition of such merger or consolidation
agreement or agreement for the transfer of property or assets.

           10.  EVENTS OF DEFAULT. In case one or more of the following events
of default shall have occurred:

                (a)   default in the due and punctual payment of interest upon
or principal of any of the Debentures as and when the same becomes due and
payable either at maturity or otherwise; or

                (b)   failure to deliver the shares of Common Stock required to
be delivered upon conversion of, or in lieu of interest payments on, the
Debentures in the manner and at the time required by Section 5 of the
Securities Purchase Agreement; or

                (c)   failure of the Company to have authorized the number of
shares of Common Stock issuable upon conversion of, or in lieu of interest
payments on, the Debentures, or exercise of the Warrants; or

                (d) failure on the part of the Company to duly observe or
perform any of its other covenants or agreements contained in, or to cure any
material breach in a material representation or covenant contained in the
Securities Purchase Agreement, the Debentures or the Registration Rights
Agreement for a period of ten (10) days after the date on which written notice
of such failure or breach requiring the same to be remedied has been given by a
Registered Holder to the Company; or

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                (e)   a decree or order by a court having jurisdiction has been
entered adjudging the Company (or any Material Subsidiary (as herein after
defined)) bankrupt or insolvent, or approving a petition seeking reorganization
of the Company (or any Material Subsidiary) under any applicable bankruptcy law
and such decree or order has continued undischarged or unstayed for a period of
thirty (30) days; or a decree or order of a court having jurisdiction for the
appointment of a receiver or liquidator or trustee or assignee in bankruptcy or
insolvency of the Company (or any Material Subsidiary) or of all or
substantially all of its property, or for the winding-up or liquidation of its
affairs, has been entered, and has remained in force undischarged or unstayed
for a period of thirty (30) days; or

                (f)   the Company (or any Material Subsidiary) institutes
proceedings to be adjudicated a voluntary bankrupt, or consents to the filing
of a bankruptcy proceeding against it, or files a petition or answer or consent
seeking reorganization under applicable law, or consents to the filing of any
such petition or to the appointment of a receiver or liquidator or trustee or
assignee in bankruptcy or insolvency of it or of all or substantially all of
its property, or makes an assignment for the benefit of creditors, or admits in
writing its inability to pay its debts generally as they become due; or if the
Company (or any Material Subsidiary) shall suffer any writ of attachment or
execution or any similar process to be issued or levied against it or any
significant part of its property which is not released, stayed, bonded or
vacated within thirty (30) days after its issue or levy; or if the Company (or
any Material Subsidiary) takes corporate action in furtherance of any of the
aforesaid purposes or conditions; or

                (g)   if any default shall occur under any indenture, mortgage,
agreement, instrument or commitment evidencing or under which there is at the
time outstanding any indebtedness of the Company (or a Material Subsidiary), in
excess of $50,000, or which results in such indebtedness, in an aggregate
amount (with other defaulted indebtedness) in excess of $50,000 becoming due
and payable prior to its due date and if such indenture or instrument so
requires, the holder or holders thereof (or a trustee on their behalf) shall
have declared such indebtedness due and payable; or

                (h)   if any of the Company or its subsidiaries shall default
in the observance or performance of any material term or provision of a
material agreement to which it is a party or by which it is bound, and such
default is not waived or cured within the applicable grace period; or

                (i)   if a final judgment which, either alone or together with
other outstanding final judgments against the Company and its subsidiaries,
exceeds an aggregate of $50,000 shall be rendered against the Company (or any
Material Subsidiary) and such judgment shall have continued undischarged or
unstayed for thirty (30) days after entry thereof;

then, in each and every such case other than those specified in clauses (e) and
(f) above, so long as such event of default has not been remedied and unless
the principal of all the Debentures has already become due and payable, the
holder of this Debenture, by notice in writing to the Company, may declare the
principal of this Debenture and the interest accrued thereon, if not already
due and payable, to be due and payable immediately, and upon any such
declaration the same shall become

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and shall be immediately due and payable, anything herein contained to the
contrary notwithstanding and, upon the occurrence of the events specified in
clauses (e) and (f) above, such principal and interest shall automatically
become and shall be due and payable immediately without any action on the part
of any holder of Debentures, anything herein contained to the contrary
notwithstanding.

                For purposes of this Section 10, "Material Subsidiary" means
any subsidiary with respect to which the Company has directly or indirectly
invested, loaned, advanced or guaranteed the obligations of, an aggregate
amount exceeding fifteen percent (15%) of the Company's gross assets, or the
Company's proportionate share of the assets or net income of which (based on
the subsidiary's most recent financial statements) exceed fifteen percent (15%)
of the Company's gross assets or net income, respectively, or the gross
revenues of which exceed fifteen percent (15%) of the gross revenues of the
Company based upon the most recent financial statements of such subsidiary and
the Company.

           11.  TRANSFERABILITY. This Debenture is transferable, in whole or in
part, only in accordance with the terms of Section 5 of the Securities Purchase
Agreement. The Registered Holder may submit a written request, in person or by
his duly authorized attorney, for a transfer of this Debenture on the register
of the Company maintained at its principal offices. The Company may deem and
treat the person in whose name this Debenture is registered as the absolute
owner hereof, for the purpose of receiving payment of the principal thereof and
interest hereon, whether or not the same shall be overdue, and for all other
purposes whatsoever, including but without limitation, the giving of any
written notices required hereunder, and the Company shall not be affected by
any notice to the contrary

           12.  STOCK SPLITS; DIVIDENDS; ADJUSTMENTS; REORGANIZATIONS.

                (a)   If the Company, at any time after the Original Issue
Date, (i) shall pay a stock dividend or otherwise make a distribution or
distributions on any equity securities (including investments or securities
convertible into or exchangeable for such equity securities) in shares of
Common Stock, (ii) issue any securities payable in shares of Common Stock,
(iii) subdivide the outstanding shares of Common Stock into a larger number of
shares, (iv) combine outstanding shares of Common Stock into a smaller number
of shares, the Fixed Price and each Floating Reference Price prior to the date
of any such occurrence (collectively, the "Reference Prices") shall be
multiplied by a fraction of which the numerator shall be the number of shares
of Common Stock outstanding before such event and of which the denominator
shall be the number of shares of Common Stock outstanding after such event. Any
adjustment made pursuant to this Section 12(a) shall become effective
immediately after the record date for the determination of shareholders
entitled to receive such dividend or distribution and shall become effective
immediately after the effective date in the case of an issuance, a subdivision
or a combination.

                (b)   In the event that the Company, at any time after the
Original Issue Date, issues or sells any Common Stock or securities which are
convertible into or exchangeable for its Common Stock or any convertible or
exchangeable securities, or any warrants or other rights to subscribe for or to
purchase or any options for the purchase of its Common Stock or any such
convertible or exchangeable securities (other than shares or options issued
pursuant to the

<PAGE>

Company's employee or director option plans or shares issued upon exercise of
options, warrants or rights outstanding on the date of the Securities Purchase
Agreement and listed in the Company's most recent periodic report filed under
the Exchange Act) at an effective purchase price per share which is less than
the Fixed Price then in effect, then the Fixed Price in effect immediately
prior to such issue or sale shall be reduced effective concurrently with such
issue or sale to an amount determined by multiplying such Fixed Price then in
effect by a fraction, (x) the numerator of which shall be the sum of (1) the
number of shares of Common Stock outstanding immediately prior to such issue or
sale, plus (2) the number of shares of Common Stock which the aggregate
consideration received by the Company for such additional shares would purchase
at such Fixed Price then in effect; and (y) the denominator of which shall be
the number of shares of Common Stock of the Company outstanding immediately
after such issue or sale.

                For the purposes of the foregoing adjustment, in the case of
the issuance of any convertible or exchangeable securities, warrants, options
or other rights to subscribe for or to purchase or exchange for, shares of
Common Stock ("Exchangeable Securities"), the maximum number of shares of
Common Stock issuable upon exercise, conversion or exchange of such
Exchangeable Securities shall be deemed to be outstanding, provided that no
further adjustment shall be made upon the actual issuance of Common Stock upon
exercise, exchange or conversion of such Exchangeable Securities.

                (c)   If the Company, at any time after the Original Issue
Date, shall distribute to all holders of Shares of Common Stock evidences of
its indebtedness or assets or rights or warrants to subscribe for or purchase
any security (excluding those referred to in Section 12(b) above) then in each
such case the Fixed Price thereafter shall be determined by multiplying the
Fixed Price in effect immediately prior to the record date fixed for
determination of shareholders entitled to receive such distribution by a
fraction of which the denominator shall be the Market Price for Shares of
Common Stock (as defined below) determined as of the record date mentioned
above, and of which the numerator shall be such Market Price for Shares of
Common Stock on such record date less the then fair market value at such record
date of the portion of such assets or evidences of indebtedness so distributed
applicable to one outstanding share of Common Stock as determined by the Board
in good faith; PROVIDED, however that in the event of a distribution exceeding
25% of the net assets of the Company, such fair market value shall be
determined by an Appraiser selected in good faith by the Board and holders of a
majority in interest of the Debentures. In either case the adjustments shall be
described in a statement provided to all holders of Debentures of the portion
of assets or evidences of indebtedness so distributed or such subscription
rights applicable to one outstanding share of Common Stock. Such adjustment
shall be made whenever any such distribution is made and shall become effective
immediately after the record date mentioned above.

                "Market Price for Shares of Common Stock" shall mean the price
of one share of Common Stock determined as follows:

                      (i)  If the Common Stock is then listed or quoted on
either the NASD Bulletin Board, the NASDAQ SmallCap Market or the NASDAQ
National Market, the reported closing bid price for the Common Stock as
reported by Bloomberg or the Journal on such day (or, if not so reported, as
otherwise reported by The NASDAQ Small Cap Market, NASDAQ National

<PAGE>

Market or the NASD Bulletin Board, as the case may be);

                      (ii)  If the Common Stock is listed on the New York Stock
Exchange or the American Stock Exchange, the closing bid price for the Common
Stock on such exchange on such day as reported by Bloomberg or the Journal;

                      (iii)  If neither (i) nor (ii) apply but the Common Stock
is quoted in the over-the-counter market, another recognized exchange or on the
pink sheets, the last reported bid price thereof on such date; and

                      (iv)  If neither clause (i), (ii) or (iii) above applies,
the market value as determined by a nationally recognized investment banking
firm or other nationally recognized financial advisor retained by the Company
for such purpose, taking into consideration, among other factors, the earnings
history, book value and prospects for the Company, and the prices at which
shares of Common Stock recently have been traded. Such determination shall be
conclusive and binding on all persons.

                (d)   (1) In the event that at any time or from time to time
after the Original Issue Date, the Common Stock issuable upon the conversion
of, or in lieu of interest payments on, the Debentures is changed into the same
or a different number of shares of any class or classes of stock, whether by
merger, consolidation, recapitalization, reclassification or otherwise (other
than a subdivision or combination of shares or stock dividend or reorganization
provided for elsewhere in this Paragraph 12), then and as a condition to each
such event provision shall be made in a manner reasonably acceptable to the
holders of Debentures so that each holder of Debentures shall have the right
thereafter to convert such Debenture into, and to receive in lieu of interest
payments, the kind of stock receivable upon such recapitalization,
reclassification or other change by holders of shares of Common Stock, all
subject to further adjustment as provided herein. In such event, the formulae
set forth herein for conversion and redemption shall be equitably adjusted to
reflect such change in number of shares or, if shares of a new class of stock
are issued, to reflect the market price of the class or classes of stock
(applying the same factors used in determining the Fixed Price) issued in
connection with the above described transaction.

                      (2)  If at any time or from time to time after the Initial
Closing Date there is a capital reorganization of the Common Stock, including by
way of a sale of all or substantially all of the assets of the Company (other
than a recapitalization, subdivision, combination, reclassification or exchange
of shares provided for elsewhere in this Paragraph 12), then, as a part of and a
condition to such reorganization, provision shall be made in a manner reasonably
acceptable to the holders of the Debentures so that the holders of the
Debentures shall thereafter be entitled to receive upon conversion of, or in
lieu of interest payments on, the Debentures the number of shares of stock or
other securities or property to which a holder of the number of shares of Common
Stock deliverable upon conversion, or in lieu of interest payments on, the
Debentures would have been entitled on such capital reorganization. In any such
case, appropriate adjustment shall be made in the application of the provisions
of this Paragraph 12 with respect to the rights of the holders of the Debentures
after the reorganization to the end that the provisions of this Paragraph 12
shall be applicable after that event and be as nearly equivalent as

<PAGE>

may be practicable, including, by way of illustration and not limitation, by
equitably adjusting the formulae set forth herein for conversion and redemption
to reflect the market price of the securities or property (applying the same
factors used in determining the Market Price for Shares of Common Stock) issued
in connection with the above described transaction.

                (e)  If at any time during the period ending twelve (12) months
after the Original Issue Date, (but not including up to $1,000,000 of the
$5,000,000 private offering of the Company's debentures that the Company was in
the process of placing prior to the Initial Closing Date and has subscription
agreements from investors for $275,000 as of the Initial Closing Date) the
Company sells or agrees to sell (including pursuant to a letter of intent, term
sheet, or similar means) shares of Common Stock or securities or options
convertible into, exercisable for, or exchangeable for, shares of Common Stock
(other than (i) a sale pursuant to a bona fide registered public offering of
shares of Common Stock by the Company conducted on the basis of a firm
commitment underwriting raising at least $10,000,000 and (ii) shares or options
issued pursuant to the Company's employee, director or consultant stock option
plans) then, if the effective or maximum sales price of the shares of Common
Stock with respect to such transaction (including the effective or maximum
conversion exercise or exchange price) ("Other Price") is less than the Fixed
Price of the Debentures at such time, the Company, at the option of a holder
exercised by written notice to the Company, shall adjust the Fixed Price
applicable to the Debentures of such holder not yet converted in form and
substance reasonably satisfactory to such holder of Debentures so that the
conversion price applicable to those Debentures shall, in no event, be greater,
after giving effect to all other adjustments contained therein, than the Other
Price.
                (f) Whenever any element of the Applicable Conversion Price is
adjusted pursuant to Section 12(a), (b), (c), (d) or (e), the Company shall
promptly mail to each holder of the Debentures, a notice setting forth the
Applicable Conversion Price after such adjustment and setting forth a brief
statement of the facts requiring such adjustment.

                (g)   In the event of any taking by the Company of a record
date of the holders of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend or other
distribution, any security or right convertible or exchangeable into or
entitling the holder thereof to receive additional shares of Common Stock, or
any right to subscribe for, purchase or otherwise acquire any shares of stock
of any class or any other securities or property, or to receive any other
right, the Company, shall deliver to each holder of Debentures at least thirty
(30) days prior to the date specified therein, a notice specifying the date on
which any such record is to be taken for the purpose of such dividend,
distribution, security or right and the amount and character of such dividend,
distribution, security or right.

           13.  REMEDIES CUMULATIVE. The rights, powers and remedies given to
the payee and Company under this Debenture shall be in addition to all rights,
powers and remedies given to it by virtue of the Securities Purchase Agreement,
any document or instrument executed in connection therewith, or any statute or
rule of law.

           14.  NON-WAIVER. Any forbearance, failure or delay by the payee or
Company in exercising any right, power or remedy under this Debenture, the
Securities Purchase Agreement, any documents or instruments executed in
connection therewith or otherwise available to the payee

<PAGE>

or Company shall not be deemed to be a waiver of such right, power or remedy,
nor shall any single or partial exercise of any right, power or remedy preclude
the further exercise thereof.

           15.  MODIFICATIONS AND WAIVERS. No modification or waiver of any
provision of this Debenture, the Securities Purchase Agreement or any documents
or instruments executed in connection therewith shall be effective unless it
shall be in writing and signed by the payee and Company, and any such
modification or waiver shall apply only in the specific instance for which
given.

           16.  ATTORNEY'S FEES. If this Debenture shall not be paid when due
and shall be placed by the Registered Holder hereof in the hands of an attorney
for collection, through legal proceedings or otherwise, or if this Debenture
shall not be converted into shares of Common Stock on the Conversion Date,
subject to the provisions of Section 6 hereof, and an action is brought by the
Registered Holder with respect thereto, the Company shall pay attorney's fees
to the Registered Holder or if more than one Registered Holder then the fees of
one lead attorney hereof, together with reasonable costs and expenses of
collection or enforcement incurred in connection with any such action.

           17.  ENFORCEMENT; SPECIFIC PERFORMANCE. (a) In case any one or more
Events of Default shall occur and be continuing, a Registered Holder of a
Debenture then outstanding may proceed to protect and enforce the rights of
such holder by an action at law, suit in equity or other appropriate
proceeding, whether for the specific performance of any agreement contained
herein or for an injunction against a violation of any of the terms hereof or
thereof, or in aid of the exercise of any power granted hereby or thereby or by
law. Each holder agrees that it will give written notice to the other holders
prior to instituting any such action.

                (b)   The Company expressly agrees that each Registered Holder
may not have adequate remedies at law if the Company does not perform its
obligations under this Debenture. Upon a breach of the terms or covenants of
this Debenture by the Company, the Registered Holder shall, each in addition to
all other remedies, be entitled to obtain injunctive relief, and an order for
specific performance of the Company's obligations hereunder.

           18.  GOVERNING LAW. This Debenture and the rights and obligations of
the parties hereto, shall be governed, construed and interpreted according to
the laws of the State of New York. The Company agrees that any final judgment
after exhaustion of all appeals or the expiration of time to appeal in any such
action or proceeding shall be conclusive and binding, and may be enforced in
any federal or state court in the United States by suit on the judgment or in
any other manner provided by law. Nothing contained in this Debenture shall
affect or limit the right of the Registered Holder to serve any process or
notice or motion or other application in any other manner permitted by law, or
limit or affect the right of the Registered Holder to bring any action or
proceeding against the Company or any of its property in the courts of any
other jurisdiction. The Company hereby consents to the jurisdiction of the
federal courts whose districts encompass any part of the City of New York or
the state courts of the State of New York sitting in the City of New York in
connection with any dispute arising under this Debenture, and hereby waives, to
the maximum extent permitted by law, any objection, including any objections
based on FORUM NON CONVENIENS, to the bringing of

<PAGE>

any such proceeding in such jurisdictions.

           19.  PAYEE DEFINED. The term "payee" as used herein shall be deemed
to include the payee and its successors, endorsees and assigns.

           20.  WAIVER OF PRESENTMENT, ETC. The undersigned hereby waives
presentment, demand for payment, protest, notice of protest and notice of
non-payment hereof.

           21.  HEADINGS. The headings contained in this Debenture are for
reference purposes only and shall not affect the meaning of interpretation of
this Debenture.

           22.   NOTICES. Any notice to any party required or permitted
hereunder shall be given in writing (unless otherwise specified herein) and
shall be effective upon personal delivery, via facsimile (upon receipt of
confirmation of error-free transmission) or two business days following deposit
of such notice with an internationally recognized courier service, with postage
prepaid and addressed to such party at the address set forth in the first
paragraph of this Agreement with a copy to the Company at the address set forth
below, and to the other parties thereunto entitled at the following addresses,
or at such other addresses as a party may designate by five days advance
written notice to each of the other parties hereto.

           COMPANY:  Airtech International Group, Inc. 15400 Knoll Trail, Suite
#200 Dallas, Texas 77063 ATTENTION: C.J. Comu, CEO Tel: (972) 960-9400 x111
Fax: (972) 960-9395 REGISTERED HOLDER:PK Investors LLC c\o WEC Asset Management
LLC 110 Colabaugh Pond Road Croton-on-Hudson, New York 10520 ATTENTION: Daniel
J. Saks Tel: (914) 271-2211 Fax: (914) 271-0889 WITH A COPY TO: Pryor Cashman
Sherman & Flynn LLP 410 Park Avenue New York, New York 10022 ATTENTION: Mark
Saks, Esq. Tel: (212) 326-0140 Fax: (212) 326-0806

           23.   AMENDMENTS AND MODIFICATION. Changes in or additions to this
Debenture may be made, and compliance with any covenant or condition herein
set forth may be omitted only if the Company shall obtain the written consent
from the Registered Holder of this Debenture.

     [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK, SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the Company has caused this Debenture to be executed as of
February 22, 2000.

                                    AIRTECH INTERNATIONAL GROUP, INC.



                                    By:______________________________________
                                        Name:
                                        Title:

<PAGE>

                              NOTICE OF CONVERSION

                  The conversion form appearing below should only be executed by
the Registered Holder desiring to convert all or part of the principal amount of
the Debenture attached hereto.
                                CONVERSION FORM
                Date:   ________________________________


                TO:   AIRTECH INTERNATIONAL GROUP, INC.

                The undersigned hereby exercises the conversion privilege upon
the terms and conditions set forth in the attached Debenture, to the extent of
the maximum number of shares of Common Stock issuable pursuant to the terms of
Section 6 of the Debenture, and accordingly, authorizes the Company to apply
$__________ principal amount of the attached Debenture to payment in full for
such shares of Common Stock. Please register such shares and make delivery
thereof as follows:

                Registered in the Name of (Giving First or Middle Name in Full)

                Name ____________________________________________________
                       (Please Print)

                Address _________________________________________________

<PAGE>

                              DELIVERY INSTRUCTIONS

                To be completed ONLY if Certificates are to be mailed to
persons other than the Registered Holder.

                Name ________________________________________________
                      (Please Print)

                Address _____________________________________________


                Signature ___________________________________________