CONVERTIBLE TERM NOTE


$1,000,000                                                        Tampa, Florida
                                                               November 10, 1998

     FOR VALUE RECEIVED, CUMBERLAND TECHNOLOGIES,  INC. ("Borrower") promises to
pay to the order of TRANSCOR  WASTE  SERVICES,  INC.  ("Lender")  the sum of One
Million Dollars  ($1,000,000) on November 10, 2001 ("Maturity  Date"),  together
with interest thereon and subject to optional prepayment as set forth herein.

     1. INTEREST.  Subject to accrual as hereinafter set forth, interest on this
Note shall be paid on the first day of January 1999 and on the first day of each
calendar quarter  thereafter with respect to the immediately  preceding calendar
quarter at the "Base  Interest  Rate" (as  hereinafter  defined)  so long as any
principal of this Note is outstanding.  All accrued and unpaid interest shall be
payable  on the  Maturity  Date.  After  maturity,  whether by  acceleration  or
otherwise, interest shall accrue and be payable at a rate per annum equal to one
and one half  percent per annum in excess of the Base  Interest  Rate.  Interest
shall be calculated on the basis of 360 days per year and 30 days per month.

     As used herein,  "Base Interest Rate" shall mean an annual rate of interest
equal to one half of one  percent per annum in excess of the  interest  rate per
annum ("Stated Interest Rate") established by NationsBank from time to time as a
guide for  determining  actual  lending rates charged to its customers and shall
change simultaneously with each change in the Stated Interest Rate; in no event,
however,  shall any interest  charged on this Note be at a rate in excess of the
maximum interest rate permitted by applicable law.

     2. OPTIONAL  PREPAYMENT OF PRINCIPAL.  This Note may be prepaid at any time
in whole or in part,  for the first six months  outstanding  without  penalty or
premium,  provided however,  that any partial prepayment shall be in the minimum
amount of Ten Thousand Dollars ($10,000) or in multiples of One Thousand Dollars
($1,000)  in excess  thereof and will first be applied to payment of accrued and
unpaid interest to the date of prepayment and then to payment of principal.

     After the six-month anniversary,  the note shall not be pre-payable without
first giving Lender an opportunity to convert such outstanding  amount to common
stock under the conversion formulas. Lender shall have ten (10) days from notice
to convert the note into stock,  otherwise  the note shall be repayable  without
penalty on the 10th day.

     3. CONVERSION.  Lender shall have the right at any time,  subsequent to the
six month anniversary,  and prior to the close of business on the maturity date,
at any time during ordinary business hours to convert,  subject to the terms and
provisions  herein  stated,  the  principal  amount of this  Note,  or a portion
thereof as hereinafter  provided,  into such number of duly authorized,  validly
issued,  fully paid and  non-assessable  shares of Common  Stock of Borrower (as
such shares shall be  constituted  at the time of  conversion,  calculated as to
each  conversion to the nearest one  one-hundredth  (.01) of one share) at $3.00
per share,  adjusted, if required as provided below. The Lender may convert this
Note upon surrender to Borrower,  of this Note so to be converted accompanied by
written notice,  executed by Lender of election to convert the principal thereof
into  Common  Stock (and in the case of the  conversion  of less than the entire
principal amount of this Note surrendered, specifying the portion thereof, which
shall in integral multiplies of $10,000, to be converted).

     No  payment  or  adjustment  shall be made on  conversion  of this Note for
interest  accrued  thereon  or for  dividends  on  securities  issued  upon such
conversion.

     The  Conversion  Price  referred  to in this  Section 3 shall be subject to
adjustment from time to time as follows:

     If Borrower  shall at any time after the date hereof  subdivide  or combine
the  outstanding  shares of Common  Stock or issue  additional  shares of Common
Stock as a dividend or other  distribution  on the Common Stock,  the Conversion
Price in effect  immediately  prior to such subdivision or combination of shares
or share dividend or  distribution  shall be  proportionately  adjusted so that,
with  respect  to  each  such   subdivision  of  shares  or  share  dividend  or
distribution,  the  number  of  shares  of the  Common  Stock  deliverable  upon
conversion  shall be  increased in  proportion  to the increase in the number of
shares of the then  outstanding  Common Stock resulting from such subdivision of
shares  or share  dividend  or  distribution,  and  with  respect  to each  such
combination of shares, the number of shares of the Common Stock deliverable upon
conversion  of this Note shall be decreased in proportion to the decrease in the
number  of shares  of the then  outstanding  Common  Stock  resulting  from such
combination of shares.  Any such adjustment in the Conversion Price shall become
effective,  in the case of any such subdivision or combination of shares, at the
close of business on the effective  date  thereof,  and, in the case of any such
share  dividend  or  distribution,  at the close of  business on the record date
fixed for the  determination  of shareholders  entitled  thereto or on the first
business day during which the stock  transfer  books of Borrower shall be closed
for the purpose of such determination, as the case may be.

     At any time  commencing  one year from the date of this Note,  and provided
that the Borrower is indebted to Lender pursuant to this Note, Lender shall have
the  right  to  require  Borrower  to  prepare  and  file  one new  registration
statement,  if then  required  under  the  Securities  Act of 1933  (the  "Act")
covering  all or any  portion of the shares  issued  upon  conversion  hereof as
hereinafter  provided.  Borrower  will  within  five (5) days of  receipt of the
demand to register the shares, acknowledge in writing that Borrower is obligated
to  register  the  shares.  Borrower  shall use its best  efforts  to cause such
registration  to become  effective to the extent required or desirable to permit
Lender to dispose of such shares in compliance  with applicable laws without any
volume or  holding  restrictions  under the Act.  The  Borrower  shall  bear all
expenses incurred in the preparation and filing of such registration  statement,
except the holder of the shares  issuable upon conversion of this Note shall pay
any  underwriting  discounts  or  commissions  and the expenses of its own legal
counsel.

     4. DEFAULT.  Upon the occurrence of any of the following  specified  events
(each sometimes  hereinafter  referred to as an "Event of Default"),  the entire
unpaid  balance  of  principal  of  and  interest  on  this  Note  shall  become
immediately due and payable at the option of Lender.


          (a)  Failure of  Borrower  to pay,  within ten (10) days after the due
     date  therefor,  any  installment of the principal of, or interest on, this
     Note;  or 

          (b) Failure of Borrower to promptly pay all of its taxes,  assessments
     and other  governmental  charges  prior to the date on which  penalties are
     attached thereto,  establish adequate reserves for the payment of taxes and
     assessments or make all required withholding and other tax deposits, except
     as to any  liabilities  being  contested  in good faith;  or

          (c) Failure of Borrower to keep all of its properties so insurable (i)
     insured at all times with  responsible  insurance  carriers  against  fire,
     theft  and  other  hazards  in such  manner  and to the  extent  that  like
     properties are usually insured by others operating  properties of a similar
     character in the same genera  locality and (ii)  adequately  insured at all
     times with responsible  insurance  carriers against liability on account of
     damage  to  persons  or  property   and  under  all   applicable   workers'
     compensation  laws;  or

          (d) Failure of Borrower to maintain  its  corporate  existence in good
     standing or to remain or to become duly  qualified  or licensed and in good
     standing as a foreign corporation in each jurisdiction in which the conduct
     of its business  requires such  qualification or license and the failure to
     be so  qualified  would have a material  adverse  effect on the  Borrower's
     business;   or

          (e)  Borrower's  failure  to  cause  all of its and  its  subsidiaries
     properties  used or useful in the conduct of its business to be  maintained
     and kept in good working  order and all related  licenses and permits to be
     kept  current  and valid,  so that the  business  carried on in  connection
     therewith  may be  properly  and  advantageously  conducted  at all  times;
     provided,  however,  that nothing  herein shall  prevent the Borrower  from
     discontinuing  the  operations and  maintenance of such  properties if such
     discontinuance is in the judgment of the Borrower  desirable in the conduct
     of such  business and not  disadvantageous  in any material  respect to the
     Lender.  

          (f) The making of a general  assignment by Borrower for the benefit of
     creditors,  or the  institution  by  Borrower  of any  type of  bankruptcy,
     reorganization  or insolvency  proceeding under any state or federal law or
     of any formal or information  proceeding for the dissolution or liquidation
     of,  settlement of claims against or winding up of affairs or Borrower;  or

          (g) The  appointment  of a receiver or trustee for Borrower or for any
     assets of  Borrower  or the  institution  against  Borrower  of any type of
     bankruptcy,  reorganization  or  insolvency  proceeding  under any state or
     federal  law or any  proceeding  for the  liquidation  or winding up of the
     affairs  of  Borrower  and the  failure to have such  proceeding  dismissed
     within sixty (60) days.

     No omission or delay by Lender or other  holder  hereof in  exercising  any
right or power under this Note will  impair such right or power or be  construed
to be a waiver of or acquiescence in any default hereunder, and no waiver by the
Lender or other holder hereof of any breach or default hereunder shall be deemed
to be a waiver of any right or power upon the later  occurrence or recurrence of
any such breach or default.

     Borrower  agrees to pay to Lender the reasonable  expenses  incurred by the
Lender in connection  with the  origination of this Note and the  enforcement of
Lender's rights hereunder,  including,  without limitation,  the reasonable fees
and disbursements of legal counsel.

     Any notice or demand required under this Note or by law shall be in writing
and shall be deemed to have been delivered by hand delivery to or by mailing the
same by certified mail, return receipt  requested,  to the respective parties at
the following address:

                      To Lender:                Mr. Joseph M. Williams
                                                TransCor Waste Services, Inc.
                                                1501 E. 2nd Avenue
                                                Tampa, FL 33605

                      To Borrower:              Mr. Joseph M. Williams
                                                Cumberland Technologies, Inc.
                                                4311 W. Waters Avenue
                                                Suite #401
                                                Tampa, FL 33614

     IN WITNESS  WHEREOF,  the  parties  hereto have caused this Term Note to be
duly executed the date first stated above.



SIGNATURES WITNESSED                       TRANSCOR WASTE SERVICES, INC.



                                           -------------------------------------
As Lender                                  By:  Joseph M. Williams
                                           Title:  President


                                           CUMBERLAND TECHNOLOGIES, INC.



                                           -------------------------------------
As to Borrower                             By:  Joseph M. Williams
                                           Title:  President