DEBENTURE

                  THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT
                  BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE
                  COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT
                  TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) OF
                  THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND
                  REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT"), AND RULE
                  504 OF REGULATION D PROMULGATED THEREUNDER.


I-001                                                                US $115,000

                            KENWICK INDUSTRIES, INC.

             8% SERIES I SENIOR SUBORDINATED CONVERTIBLE REDEEMABLE
                           DEBENTURE DUE JANUARY _, 2002

            THIS DEBENTURE of Kenwick Industries, Inc., a corporation duly
organized and existing under the laws of Florida ("Company'), designated as its
8% Series I Senior Subordinated Convertible Redeemable Debentures Due January _,
2002, in an aggregate principal face amount not exceeding One Hundred Fifteen
Thousand Dollars (U.S. $115,000), which Debentures are being purchased at 100%
of the face amount of such Debentures.

            FOR VALUE RECEIVED, the Company promises to pay to _______ the
registered holder hereof and his authorized successors and permitted assigns
("Holder"), the aggregate principal face sum not to exceed One Hundred Fifteen
Thousand Dollars (U.S. $115,000) on January _, 2002 ("Maturity Date"), and to
pay interest on the principal sum outstanding, at the rate of 8% per annum
commencing February __, 1999 and due in full at the Maturity Date pursuant to
paragraph 4(b) herein. Accrual of outstanding principal sum has been made or
duly provided for. The interest so payable will be paid to the person in whose
name this Debenture is registered on the records of the Company regarding
registration and transfers of the Debentures ("Debenture Register"); provided,
however, that the Company's obligation to a transferee of this Debenture arises
only if such transfer, sale or other disposition is made in accordance with the
terms and conditions of the Securities Subscription Agreement dated as of
September _, 1999 between the Company and ______ ("Subscription Agreement"). The
principal of, and interest on, this Debenture are payable at the address last
appearing on the Debenture


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<PAGE>

Register of the Company as designated in writing by the Holder hereof from time
to time. The Company will pay the outstanding principal due upon this Debenture
before or on the Maturity Date, less any amounts required by law to be deducted
or withheld, to the Holder of this Debenture by check if paid more than 10 days
prior to the Maturity Date or by wire transfer and addressed to such Holder at
the last address appearing on the Debenture Register. The forwarding of such
check or wire transfer shall constitute a payment of outstanding principal
hereunder and shall satisfy and discharge the liability for principal on this
Debenture to the extent of the sum represented by such check or wire transfer.
Interest shall be payable in Common Stock (as defined below) pursuant to
paragraph 4(b) herein.

            This Debenture is subject to the following additional provisions:

            1. The Debentures are issuable in denominations of Ten Thousand
Dollars (US$10,000) and integral multiples thereof. The Debentures are
exchangeable for an equal aggregate principal amount of Debentures of different
authorized denominations, as requested by the Holders surrendering the same, but
not less than U.S. $10,000. No service charge will be made for such registration
or transfer or exchange, except that Holder shall pay any tax or other
governmental charges payable in connection therewith.

            2. The Company shall be entitled to withhold from all payments any
amounts required to be withheld under the applicable laws.

            3. This Debenture may be transferred or exchanged only in compliance
with the Securities Act of 1933, as amended ("Act") and applicable state
securities laws. Prior to due presentment for transfer of this Debenture, the
Company and any agent of the Company may treat the person in whose name this
Debenture is duly registered on the Company's Debenture Register as the owner
hereof for all other purposes, whether or not this Debenture be overdue, and
neither the Company nor any such agent shall be affected or bound by notice to
the contrary. Any Holder of this Debenture, electing to exercise the right of
conversion set forth in Section 4(a) hereof, in addition to the requirements set
forth in Section 4(a), and any prospective transferee of this Debenture, are
also required to give the Company written confirmation that the Debenture is
being converted ("Notice of Conversion") in the form annexed hereto as Exhibit
I.

            4. (a) The Holder of this Debenture is entitled, at its option, at
any time immediately following execution of this Agreement and delivery of the
Debenture hereof, to convert all or any amount over $10,000 of the principal
face amount of this Debenture then outstanding into freely tradeable shares of
Common Stock, $0.01 par value per share, of the Company without restrictive
legend of any nature ("Common Stock"), at a conversion price ("Conversion
Price") for each share of Common Stock equal to the 75% of the average closing
bid price of the Common Stock as reported on the National Association of
Securities Dealers Electronic Bulletin Board ("OTC-Bulletin Board") for three
(3) consecutive trading days immediately preceding the date of receipt by the
Company of Notice of Conversion ("Conversion Shares"). If the number of
resultant Conversion Shares would as a matter of law or pursuant to regulatory
authority require the Company to seek shareholder approval of such


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<PAGE>

issuance, the Company shall, as soon as practicable, take the necessary steps to
seek such approval. Such conversion shall be effectuated, as provided in a
certain Escrow Agreement executed simultaneously with this Debenture, by the
Company delivering the Conversion Shares to the Holder within 5 business days of
receipt by the Company of the Notice of Conversion. Once the Holder has received
such Conversion Shares, the Escrow Agent shall surrender the Debentures to be
converted to the Company, executed by the Holder of this Debenture evidencing
such Holder's intention to convert this Debenture or a specified portion hereof,
and accompanied by proper assignment hereof in blank. Accrued but unpaid
interest shall be subject to conversion. No fractional shares or scrip
representing fractions of shares will be issued on conversion, but the number of
shares issuable shall be rounded to the nearest whole share.

            (b) Interest at the rate of 8% per annum shall be paid by issuing
Common Stock of the Company as follows: Based on the average closing bid price
of the Common Stock for three (3) consecutive trading days immediately preceding
the date of the monthly interest payment due as reported on the OTC Bulletin
Board ("Market Price"), the Company shall issue to the Holder shares of Common
Stock in an amount equal to the total monthly interest accrued and due divided
by 75% of the Market Price ("Interest Shares"). The dollar amount of interest
payable pursuant to this paragraph 4(b) shall be calculated based upon the total
amount of payments actually made by the Holder in connection with the purchase
of the Debentures at the time any interest payment is due. If such payment is
made by check, interest shall accrue beginning 10 days from the date the check
is received by the Company. If such payment is made by wire transfer directly
into the Company's account, interest shall accrue beginning on the date the wire
transfer is received by the Company. Common Stock issued pursuant hereto shall
be issued pursuant to Rule 504 of Regulation D in accordance with the terms of
the Subscription Agreement freely tradeable and without restrictive legend of
any kind.

            (c) At any time alter 90 days the Company shall have the option to
pay to the Holder 125% of the principal amount of the Debenture, in full, to the
extent conversion has not occurred pursuant to paragraph 4(a) herein, or pay
upon maturity if the Debenture is not converted. The Company shall give the
Holder 5 days written notice and the Holder during such 5 days shall have the
option to convert the Debenture or any part thereof into shares of Common Stock
at the Conversion Price set forth in paragraph 4(a) of this Debenture.

            5. No provision of this Debenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of, and interest on, this Debenture at the time, place, and rate, and
in the form, herein prescribed.

            6. The Company hereby expressly waives demand and presentment for
payment, notice of non-payment, protest, notice of protest, notice of dishonor,
notice of acceleration or intent to accelerate, and diligence in taking any
action to collect amounts called for hereunder and shall be directly and
primarily liable for the payment of all sums owing and to be owing hereto.

            7. The Company agrees to pay all costs and expenses, including
reasonable attorneys' fees, which may be incurred by the Holder in collecting
any amount due under this Debenture.


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<PAGE>

            8. If one or more of the following described "Events of Default"
shall occur and continue for 30 days, unless a different time frame is noted
below:

            (a)   The Company shall default in the payment of principal or
                  interest on this Debenture; or

            (b)   Any of the representations or warranties made by the Company
                  herein, in the Subscription Agreement, or in any certificate
                  or financial or other written statements heretofore or
                  hereafter furnished by or on behalf of the Company in
                  connection with the execution and delivery of this Debenture
                  or the Subscription Agreement shall be false or misleading in
                  any material respect at the time made or the Company shall
                  violate any covenants in the Subscription Agreement including
                  but not limited to Section 5(b) or 10; or

            (c)   The Company shall fail to perform or observe, in any material
                  respect, any other covenant, term, provision, condition,
                  agreement or obligation of the Company under this Debenture,
                  the Subscription Agreement or the Escrow Agreement and such
                  failure shall continue uncured for a period of thirty (30)
                  days after notice from the Holder of such failure; or

            (d)   The Company shall (1) become insolvent; (2) admit in writing
                  its inability to pay its debts generally as they mature; (3)
                  make an assignment for the benefit of creditors or commence
                  proceedings for its dissolution; (4) apply for or consent to
                  the appointment of a trustee, liquidator or receiver for its
                  or for a substantial part of its property or business; (5)
                  file a petition for bankruptcy relief, consent to the filing
                  of such petition or have filed against it an involuntary
                  petition for bankruptcy relief, all under federal or state
                  laws as applicable; or

            (e)   A trustee, liquidator or receiver shall be appointed for the
                  Company or for a substantial part of its property or business
                  without its consent and shall not be discharged within thirty
                  (30) days after such appointment; or

            (f)   Any governmental agency or any court of competent jurisdiction
                  at the instance of any governmental agency shall assume
                  custody or control of the whole or any substantial portion of
                  the properties or assets of the Company; or

            (g)   Any money judgment, writ or warrant of attachment, or similar
                  process, in excess of One Hundred Thousand ($100,000) Dollars
                  in the aggregate shall be entered or filed against the Company
                  or any of its properties or other assets and shall remain
                  unpaid, unvacated, unbonded or unstayed for a period of
                  fifteen (15) days or in any event later than five (5) days
                  prior to the date of any proposed sale thereunder; or


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            (h)   Bankruptcy, reorganization, insolvency or liquidation
                  proceedings, or other proceedings for relief under any
                  bankruptcy law or any law for the relief of debtors shall be
                  instituted voluntarily by or involuntarily against the
                  Company; or

            (i)   The Company shall have its Common Stock delisted from the
                  over-the-counter market or other market or exchange on which
                  the Common Stock is or becomes listed or trading in the Common
                  Stock shall be suspended for more than 10 consecutive days; or

            (j)   The Company shall not deliver to the Buyer the Common Stock
                  pursuant to paragraph 4 herein without restrictive legend
                  within 5 business days.

Then, or at any time thereafter, unless cured, and in each and every such case,
unless such Event of Default shall have been waived in writing by the Holder
(which waiver shall not be deemed to be a waiver of any subsequent default) at
the option of the Holder and in the Holder's sole discretion, the Holder may
consider this Debenture immediately due and payable, without presentment,
demand, protest or (further) notice of any kind (other than notice of
acceleration), all of which are hereby expressly waived, anything herein or in
any note or other instruments contained to the contrary notwithstanding, and the
Holder may immediately, and without expiration of any period of grace, enforce
any and all of the Holder's rights and remedies provided herein or any other
rights or remedies afforded by law.

            9. This Debenture represents a prioritized obligation of the
Company. However, no recourse shall be had for the payment of the principal of,
or the interest on, this Debenture, or for any claim based hereon, or otherwise
in respect hereof, against any incorporator, shareholder, officer or director,
as such, past, present or future, of the Company or any successor corporation,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.

            10. In case any provision of this Debenture is held by a court of
competent jurisdiction to be excessive in scope or otherwise invalid or
unenforceable, such provision shall be adjusted rather than voided, if possible,
so that it is enforceable to the maximum extent possible, and the validity and
enforceability of the remaining provisions of this Debenture will not in any way
be affected or impaired thereby.

            11. This Debenture and the agreements referred to in this Debenture
constitute the full and entire understanding and agreement between the Company
and the Bolder with respect to the subject hereof. Neither this Debenture nor
any term hereof may be amended, waived, discharged or terminated other than by a
written instrument signed by the Company and the Holder.


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<PAGE>

            12. This Debenture shall be governed by and construed in accordance
with the laws of Colorado applicable to contracts made and wholly to be
performed within the State of Colorado and shall be binding upon the successors
and assigns of each party hereto. The Holder and the Company hereby mutually
waive trial by jury and consent to exclusive jurisdiction and venue in the
courts of the State of Colorado. At Holder's election, any dispute between the
parties may be arbitrated rather than litigated in the courts, before the
American Arbitration Association in Denver and pursuant to its rules. Upon
demand made by the Holder to the Company, the Company agrees to submit to and
participate in such arbitration. This Agreement may be executed in counterparts,
and the facsimile transmission of an executed counterpart to this Agreement
shall be effective as an original.

            IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed by an officer thereunto duly authorized.

Dated: January  , 2000

                                        KENWICK INDUSTRIES, INC.


                                        By: /s/ Kenneth Wulwick
                                           -------------------------------------
                                            Kenneth Wulwick

                                        Title: President


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<PAGE>

SERIES I                           EXHIBIT I
                              NOTICE OF CONVERSION

  (To be Executed by the Registered Holder in order to Convert the Debenture)

            The undersigned hereby irrevocably elects to convert $___________ of
the above Debenture No. _______ into Shares of Common Stock of Kenwick
Industries, Inc. according to the conditions set forth in such Debenture, as of
the date written below.

            If Shares are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer and other taxes and charges
payable with respect thereto.

Date of Conversion___________________________________________________

Applicable Conversion Price__________________________________________

Signature____________________________________________________________
                   [Print Name of Holder and Title of Signer]

Address:_____________________________________________________________

        _____________________________________________________________

SSN or EIN:___________________________________________________________
Shares are to be registered in the following name:

Name:________________________________________________________________
Address:_____________________________________________________________
Tel:_______________________

Fax:_______________________

SSN or EIN:________________

Shares are to be sent or delivered to the following account.

Account Name:________________________________________________________
Address:_____________________________________________________________


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