GENERAL KINETICS INCORPORATED
                 (Incorporated in the Commonwealth of Virginia)

                            US$9,500,000.00 Aggregate
                  1% Convertible Debentures due August 14, 2004
                                DEBENTURE OF US$

            General Kinetics Incorporated (the "Company"), for value received,
shall pay to or registered assigns (the "Debentureholder"), in lawful money of
the United States of America, the principal amount of United States Dollars on
August 14, 2004, or so much of the principal amount as shall then remain unpaid
and outstanding hereunder, together with interest from August 14, 1994 on said
principal amount, or so much thereof as shall remain outstanding from time to
time, at the rate of One Percent (1%) per annum, until payment of said principal
amount has been made or duly provided for, accruing annually in arrears on
August 14 of each year and payable promptly thereafter.

            The principal amount of this Debenture is convertible into shares of
Common Stock of the Company at the conversion rate of US$.50 per share, all in
accordance with the Terms of the Debentures. Because of the nature of the
Company's business, shares held or controlled by persons who are not citizens of
the United States of America may be subject to provisions under U.S. law and
U.S. Department of Defense regulations. This Debenture is one of the Debentures
in the aggregate amount of up to Nine Million Five Hundred Thousand United
States Dollars (US$9,500,000.00) subject to issuance substantially concurrently
herewith.

            IN WITNESS WHEREOF, the Company has caused this Debenture to be duly
executed and delivered effective as of:


                                 GENERAL KINETICS INCORPORATED


                                 By: __________________________________



                  This obligation has been sold pursuant to procedures designed
                  to ensure sale to non-United States persons in accordance with
                  Temporary Treasury Regulation Section 35a.9999-5

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                             TERMS OF THE DEBENTURE

1.  Form and Denomination
The Debentures shall be sequentially numbered and initially issued in the name
of Gutzwiller & Partner A.G., and registered assigns thereafter, in
denominations of US$5,000 and even multiples thereof (except as General Kinetics
Incorporated may otherwise permit in its sole discretion).

2.  Interest
The Debentures bear simple interest from August 14, 1994, at the rate of one
percent (1%) per annum, accruing annually in arrears on August 14 of each year
and payable promptly thereafter, and, in case of any partial prepayment, pro
rata in proportion to the principal amount prepaid. All interest shall be
computed on the basis of a 30-day month and a 360-day year.

3.  Repayment
General Kinetics Incorporated (the "Company") undertakes to repay the principal
amount of Debentures, unless previously redeemed or converted, without any
previous notice on August 14, 2004. The Debentures may be prepaid at the option
of the Company at any time in whole or in part without premium or penalty at the
principal amount thereof plus accrued but unpaid interest through the date of
prepayment. However, if any Debentureholder wishes, pursuant to Section 4, to
convert the Debenture held by it into shares ("GKI Shares") of General Kinetics
Incorporated common stock (the "Common Stock") after receiving notice of but
prior to such prepayment, the Company shall afford such Debentureholder a
reasonable opportunity to do so by giving at least 60 days advance notice of
prepayment. All partial prepayments shall be applied ratably in accordance with
the unpaid principal amounts outstanding on each of the Debentures.

4.  Conversion by the Debentureholder
(a)  Certain Restrictions on Conversion
The Debentures and the Common Stock into which the Debentures may be converted
have not been registered under the Securities Act of 1933, as amended (the
"Act"), and the Debentures may not be converted by or on behalf of a "U.S.
person" as such term is defined in Rule 902(o) of Regulation S promulgated under
the Act (a "U.S. Person") unless such Common Stock is registered or an exemption
from registration is available.

(b) Conversion Period and Conversion Price Subject to the restrictions described
in Section 4(a), a Debentureholder will have the right at any time after August
1, 1995, and prior to the close of business at banks in Zurich, Switzerland on
June 15, 2004, to convert one or more Debentures, in accordance with these
conversion provisions into Common Stock, at the conversion price of US$.50 of
principal per Share (the "Common Stock Conversion Price"), subject to the
following conditions: (i)that unless and until the amendment to the Company's
certificate of incorporation authorizing a sufficient number of shares of Common
Stock to permit conversion of all Debentures at the Common Stock Conversion
Price is approved by the shareholders of the Company, at a meeting to be held
promptly following the issuance of the Debentures, no more that 1,300,000 GKI
Shares shall be issuable upon conversion; and (ii)all shareholder approval and
other requirements, if any, for issuance of GKI Shares pursuant to applicable
stock exchange rules shall have been satisfied. The Company shall, so long as
the Debentures are outstanding, keep available authorized Common Stock
sufficient to permit the Debentures to be converted into GKI Shares in
accordance with these conversion provisions.

(c) Conversion Procedure In order to exercise the right of conversion, the
Debentureholder shall deliver the Debenture to be converted during normal
business hours to the Company's principal office. Conversion into GKI Shares
shall become effective at the close of business on the date (the "Conversion
Date") on which the Company shall have received, during normal business hours,
from the Debentureholder a cable, telex or facsimile notification, in accordance
with the conversion provisions, of the number and principal amount of Debentures
presented for conversion (the "Conversion Notice"). If the Conversion Notice is
received by the Company after the close of business on such date, the Conversion
Date will be the immediately following business day. All GKI Shares issued upon
conversion will be validly issued, fully-paid, and non-assessable shares of
Common Stock entitled to all dividends paid on such Common Stock on or after
such Conversion Date, except for dividends payable by reference to a record date
occurring prior to such Conversion Date. The Company shall not be required to
issue fractional shares upon conversion but shall pay cash in lieu of fractional
shares at the Common Stock Conversion Price. No payments shall be made for
interest accrued prior to the Conversion Date. All GKI Shares issued upon
conversion will be registered as of the Conversion Date in the name of the
Debentureholder. At such Conversion Date the rights of the Debentureholder as
the holder of the Debenture to be converted shall cease and the Debentureholder
shall be deemed to have become the holder of the GKI Shares to be issued upon
such conversion.

(d)  Adjustment of the Common Stock Conversion Price
The Common Stock Conversion Price is subject to adjustment in the following
circumstances: (i)in case the Company shall pay a dividend on its Common Stock
in shares of its Common Stock, or make a distribution, in shares of Common Stock
with respect to its outstanding Common Stock; (ii)in case of subdivisions or
combinations of the Common Stock; then the Common Stock Conversion Price in
effect immediately prior to such actions shall be adjusted so that the holder of
any Debenture thereafter surrendered for conversion shall be entitled to receive
the number of GKI Shares such holder would have been entitled to receive had
such Debenture been converted immediately prior to such action.

(e) Registration Rights with respect to GKI Shares The Company undertakes to
make all reasonable efforts to maintain a listing of its Common Stock on a
recognized national stock exchange in the United States or to have it quoted on
an inter-dealer quotation system, and to undertake a registration of the GKI
Shares delivered pursuant to such conversions and cause such registered GKI
Shares to be listed on such exchange or arrange to have them quoted, upon
receiving written demand therefor from the Debentureholder or Debentureholders
in accordance with the following procedures:

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The Company agrees that upon receipt of a Registration Demand (as hereinafter
defined), any time after September 1, 1995 (or such earlier time, if any, as the
Company may qualify for use of a Form S-3 or Equivalent, as defined below), the
Company will (x) promptly give written notice of the proposed registration to
each holder of Debentures or GKI Shares, and (y) with reasonable promptness,
file a registration statement with the U.S. Securities and Exchange Commission
relating to the GKI Shares as to which registration is requested in the
Registration Demand. The Company shall use its reasonable efforts to make such
registration statement become effective and to qualify the same under the
securities laws of such states of the U.S.A. as may be requested; provided,
however, that with respect to compliance with such state securities laws, the
Company shall not be obligated to qualify as a foreign corporation or as a
dealer in securities or to execute or file any general consent to service of
process under the laws of any such state where it is not so subject. The Company
will keep such registration and qualification effective and in compliance with
the Act by such action as may be necessary or appropriate for a period not
exceeding 90 days after the effective date of such registration statement or, if
the Company then qualifies for use of a Form S-3 or equivalent permitting the
present and future automatic incorporation by reference of the Company's
periodic and other filings under the Securities Exchange Act of 1934 (a "Form
S-3 or Equivalent") a period not exceeding three years after such effective
date.

A "Registration Demand" shall be a written notice from one or more holders of
Debentures or GKI Shares stating that such holder or holders desire to sell GKI
Shares under circumstances requiring registration under the Act and requesting
that the Company effect registration with respect to the GKI Shares held by or
issuable to such holder(s), provided that such holder(s) giving such notice
either (x) holds Debentures or GKI Shares representing, or entitling the holder
thereof to obtain upon conversion, in the aggregate, more than 50% of the number
of GKI Shares then outstanding or issuable upon conversion of Debentures, or (y)
is a U.S. person(s) and holds Debentures or GKI Shares representing, or
entitling the holder thereof to obtain upon conversion, in the aggregate, more
than 30% of the number of GKI Shares then outstanding or issuable upon
conversion of Debentures. The Company shall be obligated to effect registration
and qualification pursuant to this Section 4(f) only once. The Company may
include in a registration initiated by the holders hereunder additional shares
of Common Stock to be sold for the account of the Company or other stockholders,
subject to reduction if in the reasonable opinion of the managing underwriter(s)
of such offering such inclusion would adversely affect the successful offering
of GKI Shares to be sold by the holders hereunder.

The Company shall not be obligated to register the Debentures for public
offering and sale pursuant to the Securities Act; provided, however, that the
Company shall be obligated to register GKI Shares for offering and sale under
circumstances in which the holders of the Debentures will sell such Debentures
to underwriters for conversion and public sale of the underlying GKI Shares.
Each Debentureholder agrees in connection with any registration of the Company's
securities that, upon request of the Company, not to sell, grant an option for
the purchase of or otherwise dispose of any GKI Shares (other than those that
may be included in the registration) or any other securities of the Company
without the prior consent of the Company for such period of time (not exceeding
90 days) from the effective date of such registration as the Company may
specify. Subject to subparagraph (vii) immediately below, each Debentureholder
shall agree to all reasonable and customary underwriting terms and indemnify the
Company and its directors, officers, agents and control persons against any
claims, losses or damages arising out of any untrue statements or omissions of
fact based upon information furnished to the Company by such Debentureholder in
connection with a registered offering.

If at any time prior to September 1, 1995 the Company proposes to register any
other securities pursuant to a registration statement under the Act that would
be available for registration of GKI Shares issued or issuable upon conversion
of Debentures, it shall take reasonable steps to include such GKI Shares,
provided that so doing does not in its reasonable opinion interfere with or
jeopardize the registration of such other securities or the economic benefits of
the transaction in which such securities are to be registered.
The costs and expenses incurred in connection with any registration pursuant
hereto shall be borne by the Company except that the holders of Debentures or
GKI Shares shall pay their own legal fees to the extent they should determine to
retain separate legal counsel, and shall pay all costs and expenses under the
circumstances described in paragraph (ii)(y) above.

(f) Regulations Imposed by U.S. Law and U.S. Department of Defense on non-U.S.
Shareholders
Because the nature of the Company's business involves interaction
with certain departments of the United States government, including the
Department of Defense, and because of the Company's need to maintain its
security clearance status in order to remain qualified to work with these
government departments, GKI Shares held by non-U.S. shareholders may inter alia,
be subject to U.S. law and Department of Defense regulations requiring a proxy
for the voting of such GKI Shares to be held by a U.S. citizen.

<PAGE>

5.  Tax Status
All payments of principal and interest on the Debentures and Coupons shall be
made without deduction for or on account of any present or future tax,
assessment or governmental charge ("Taxes") imposed upon such payment by the
United States of America or any political subdivision or taxing authority
thereof or therein (the "United States"). If the Company shall at any time be
required by law to withhold any such Taxes, the Company will pay as additional
interest to the Debentureholder, such amounts as may be necessary so that every
net payment on each Debenture or Coupon, after withholding for or on account of
any such Taxes (including any backup withholding tax or similar charge that may
be required in order for such payment to be made without any certification or
disclosure of the nationality, residence, or identity of the beneficial owner of
such Debenture or Coupon) will not be less than the amount provided in such
Debenture or Coupon to be then due or payable; provided, however, that the
Company will not be required to pay such additional interest for or on account
of any such Taxes that are imposed (i) otherwise than by withholding from a
payment on a Debenture or Coupon, or (ii) upon a Debentureholder who is subject
to taxation by the United States for any reason other than such
Debentureholder's ownership or receipt of payments in respect of such Debenture
or Coupon. Any reference in this Debenture to the payment of principal or
interest shall be deemed to include payment of the additional interest payable
pursuant to the provisions hereof. The Company has been informed by the
Debentureholder that, pursuant to the Swiss federal laws presently in force,
interest payments on the Debentures are not subject to Swiss withholding tax.

6.  Authorizations
The Company has confirmed to the Debentureholder that, with the exception of (i)
the provisions of Section 4(d) hereof with respect to registration of the GKI
Shares under the U.S. Securities laws, (ii) compliance with the regulations of
the U.S. Department of Defense regarding foreign control of or influence over
certain U.S. corporations, (iii) compliance with the Committee on Foreign
Investment in the U.S., (iv) compliance with the listing rules of the American
Stock Exchange, and (v) the approval of shareholders necessary to increase the
amount of authorized Common Stock, no authorizations or approvals are required
under the laws of the United States for performance of its obligations
hereunder.

7.  Prescription
In accordance with the Swiss Statute of Limitations, the Debentures will become
void ten (10) years after their respective due dates.

8.  Notices and Publications
All notices to the Debentureholder shall be deemed to have been duly given if
sent via facsimile transmission or mailed, postage prepaid, to the
Debentureholder at:

Name:     Gutzwiller & Partner A.G.
Address:  Schindlerstrasse 26
          8035 Zurich
          Switzerland
Fax:      01/362 28 11

or, in the event of any subsequent transfer of the Debentures by the
Debentureholder, if published in the Swiss Official Commercial Gazette, in daily
newspapers in Basle, Geneva, Lugano, and Zurich, Switzerland, and/or, with
respect to Debentureholders appearing on the Debenture Register (as hereafter
defined), to the addresses of the respective Debentureholders as shown on the
Debenture Register. All notices to the Company shall be given at the Company's
main office at:

          General Kinetics Incorporated
          13505 Dulles Technology Drive
          Herndon, Virginia  22071
          Attn: Corporate Secretary
          Fax:  703-713-6111

or at such address for the Company's then-principal executive office as it may
specify from time to time by written notice to the Debentureholder given as
provided above.

9.  Replacement of Debentures
If any Debenture is defaced, mutilated, destroyed, stolen, or lost, it may be
renewed or replaced at the Company's offices upon payment of such costs as may
be incurred in connection therewith and on presentation of such evidence and
indemnity as the Company may require. Defaced or mutilated Debentures must be
surrendered before replacements may be issued.

<PAGE>

10.  Applicable Law and Jurisdiction
The terms, conditions, and form of the Debenture (the English language version
of which shall govern) shall be governed by and construed in accordance with
Swiss law, except as to matters regarding conversion of the Debentures, which
shall be governed by and construed in accordance with the laws of the
Commonwealth of Virginia. The Debentureholder shall also have the right to bring
any legal action or proceeding against the Company in respect of a Debenture and
all covenants contained therein only in any state or federal court in the United
States of America which may have jurisdiction. The Company does not hereby
consent or submit to the jurisdiction of the Swiss courts.

11.  Debenture Register and Transfer
The Company shall cause to be kept at its principal office a register for the
registration and transfer of the Debentures (hereinafter called the "Debenture
Register"), and the Company will register or transfer or cause to be registered
or transferred, as hereinafter provided and under such reasonable regulations as
it may prescribe, any Debenture issued pursuant to this Agreement.
At any time, and from time to time, the holder of any Debenture which has been
duly registered in the Debenture Register may transfer such Debenture only upon
surrender thereof at the principal office of the Company duly endorsed or
accompanied by (i) a written instrument of transfer duly executed in writing,
and (ii) an opinion of counsel in form and substance satisfactory to the Company
that such transfer is exempt from registration or qualification under applicable
U.S. federal and state securities laws. The person in whose name any Debenture
shall be registered shall be conclusively deemed and treated as the owner and
holder thereof for all purposes. Payment of or on the account of the principal
and interest on any Debenture, and any prepayments, shall be made to or upon the
written order of such holder.

By accepting this Debenture, Gutzwiller & Partner A.G. acknowledges that it is
acquiring the Debenture solely for investment for its own account or for the
accounts of certain clients as to which it has investment discretion with no
present intention of making a distribution thereof within the meaning of the
Act. Gutzwiller & Partner A.G. further acknowledges that the Company has made
available to it and its agents the opportunity to ask questions of the Company's
officers and directors and to acquire such additional information about the
business and financial condition of the Company as either Gutzwiller & Partner
A.G. or its agents have requested.

12.  Security
The Debentures shall be subject to the terms of a Pledge and Security Agreement
dated as of August 14, 1994 providing for a security interest in certain assets
of the Company to secure certain obligations in respect of the Debentures to the
extent provided therein.