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.

C-001                                                               US $115,000

                            KENWICK INDUSTRIES, INC.

             8% SERIES C SENIOR SUBORDINATED CONVERTIBLE REDEEMABLE
                         DEBENTURE DUE NOVEMBER 20, 2001

            THIS DEBENTURE of Kenwick Industries, Inc., a corporation duly
organized and existing under the laws of Florida ("Company"), designated as its
8% Series C Senior Subordinated Convertible Redeemable Debentures Due November
20, 2001, 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 Avram Rothman 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 November 20, 2001 ("Maturity Date"), and to
pay interest on the principal sum outstanding, at the rate of 8% per annum due
and payable monthly commencing December 20, 1998 pursuant to paragraph 4(b)
herein. 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 November 20,
1998 between the Company and Avram Rothman ("Subscription Agreement"). The
principal of, and interest on, this Debenture are payable at the address last
appearing on the Debenture 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
<PAGE>

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 shares of Common Stock,
$0.01 par value per share, of the Company ("Common Stock"), at a conversion
price for each share of Common Stock equal to the lower of (a) 80% 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 the three (3) consecutive trading days immediately preceding the
date of receipt by the Company of Notice of Conversion ("Conversion Shares") or
(b) 80% of the closing bid price of the Common Stock on the three (3)
consecutive trading days immediately preceding the date of subscription by the
Holder as reported on the OTC-Bulletin Board ("Conversion Price"). 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
issuance, the Company shall, as soon as practicable, take the
<PAGE>

necessary steps to seek such approval. If such approval is not received within
30 days, then Company shall be required to redeem the Debenture pursuant to
paragraph 4(c) herein. 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 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 lower of (a) 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 or (b) the average closing bid prices of the Common
Stock for the last three (3) consecutive trading days as reported on the
OTC-Bulletin Board prior to Closing ("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 80% 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.

            (c) At any time after 90 days the Company shall have the option to
pay to the Holder 120% 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. Any
shares issued pursuant to this paragraph 4(c) shall be issued pursuant to Rule
504 of Regulation D.

            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.
<PAGE>

            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.

            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

            (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
                  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; or (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; 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

            (h)   Bankruptcy, reorganization, insolvency or liquidation
                  proceedings, or other
<PAGE>

                  proceedings for relief under any bankruptcy law or any law for
                  the relief of debtors shall be instituted by or against the
                  Company and, if instituted against the Company; or

            (i)   The Company shall have its Common Stock delisted from the
                  over-the-counter market; or

            (j)   The Company shall not deliver to the Buyer the Common Stock
                  pursuant to paragraph 4 herein without restrictive legend
                  within 3 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 Holder 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.

            12. This Debenture shall be governed by and construed in accordance
with the laws of New York applicable to contracts made and wholly to be
performed within the State of New York 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 New York. At Holder's election, any dispute between the
<PAGE>

parties may be arbitrated rather than litigated in the courts, before the
arbitration board of the American Arbitration Association in New York City 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: November 20, 1998

                                        KENWICK INDUSTRIES, INC.


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

                                        Title: President
<PAGE>

                                    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. ("Company") 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:___________________________________________________________________