FIRST AMENDMENT TO
                             SUBORDINATION AGREEMENT


      THIS FIRST AMENDMENT TO SUBORDINATION  AGREEMENT  ("Amendment") is entered
into between CAPITAL BANK ("Lender"),  AQUAGENIX,  INC., a Delaware corporation,
and/or  AQUAGENIX   LAND-WATER   TECHNOLOGIES,   INC.,  a  Florida   corporation
(collectively,  the "Company"),  and THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE
UNITED STATES ("Creditor")

                                    RECITALS:

      A.    Lender,   Company  and   Creditor   are  parties  to  that   certain
Subordination Agreement dated April 18, 1997 ("Subordination Agreement").

      B.    Company has requested that Lender  advance the following  additional
credit facilities to the Company:  (i) $1,000,000  Consolidated  Promissory Note
(which  consolidates the existing  $750,000 line of credit promissory note and a
new $250,000 future advance promissory note); (ii) $200,000 Term Note; and (iii)
$270,000 Guidance Equipment Line Promissory Note (collectively,  the "Additional
Facilities").

      C.    The  Lender  would  be  unwilling  to  extend  to  the  Company  the
Additional Facilities without the execution by the Creditor of this Amendment.

      NOW, THEREFORE,  in consideration of the mutual covenants herein contained
and other good and valuable considerations, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:

      1.    The foregoing  recitations are true and correct and are incorporated
herein by reference.

      2.    The "Senior  Debt" (as defined in the  Subordination  Agreement)  is
amended to include the Additional Facilities.


      3.    Except  as  modified  hereby,   the  terms  and  provisions  of  the
Subordination Agreement shall remain in full force and effect.



                                    LENDER:


                                    CAPITAL BANK


                                    By:  /s/ Tom Thuroson
                                       -----------------------------------------
                                    Name:  Tom Thuroson
                                         ---------------------------------------
                                    Title:  Business Banking Officer
                                          --------------------------------------
                                    Date:  October 3, 1997        
                                         ---------------------------------------

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                                    COMPANY:

                                    AQUAGENIX, INC., a Delaware corporation


/s/ Brenda Stewart                  By:  /s/ Helen Chia
- ---------------------------            -----------------------------------------
                                    Name:  Helen Chia
                                         ---------------------------------------
    Brenda Stewart                  Title:  Chief Financial Officer
- ---------------------------               --------------------------------------
                                    Date:  Oct 3, 1997
                                         ---------------------------------------

                                    AQUAGENIX LAND-WATER TECHNOLOGIES,
                                    INC., a Florida corporation

 /s/ Brenda Stewart                 By:  /s/ Helen Chia
- ---------------------------            -----------------------------------------
                                    Name:  Helen Chia
                                         ---------------------------------------
     Brenda Stewart                  Title:  Chief Financial Officer
- ---------------------------               --------------------------------------
                                    Date:  Oct 3, 1997
                                         ---------------------------------------

                                    CREDITOR:

                                    THE EQUITABLE LIFE ASSURANCE SOCIETY
                                    OF THE UNITED STATES


                                    By:  /s/ William Gobbo, Jr.
- ---------------------------            -----------------------------------------
                                    Name:  William Gobbo, Jr.
- ---------------------------              ---------------------------------------
                                    Title:  Investment Officer
                                          --------------------------------------
                                    Date:   October 6, 1997  
                                         ---------------------------------------









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                                  SCHEDULE 1 TO
                               FIRST AMENDMENT TO
                             SUBORDINATION AGREEMENT

      1.    Loan Agreement  dated as of April 10, 1997,  between the Company and
the Lender,  as such agreement may be amended or supplemented from time to time,
and promissory note issued thereunder as follows:

            Promissory  Note of Aquagenix  Land-Water  Technologies,
            Inc.  ("Borrower")  dated as of April 10,  1997,  in the
            principal  amount of $750,000,  guaranteed by Aquagenix,
            Inc., as increased by $250,000 Future Advance Promissory
            Note,  which Notes were  consolidated  into that certain
            $1,000,000  Consolidated  Promissory  Note dated October
            3, 1997.

      2.    Promissory  Note of Aquagenix,  Inc.  dated as of April 10, 1997, in
the principal amount of $250,000.

      3.    Guidance Equipment Line Promissory Note of Borrower dated October 3,
1997, in the original principal amount of $270,000.

      4.    Term  Promissory  Note of  Borrower  dated  October 3, 1997,  in the
original principal amount of $200,000.


























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