UNITED STATES BANKRUPTCY COURT
                          SOUTHERN DISTRICT OF FLORIDA

IN RE:

AQUAGENIX, INC.,                             CASE NO. 99-24534-BKC-RBR
AQUAGENIX LAND
WATER TECHNOLOGIES, INC.,                    CASE NO. 99-24535-BKC-RBR
                                             In Proceedings Under Chapter 11
         Debtors.                            (Jointly Administered)

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                   ORDER GRANTING EMERGENCY MOTION TO APPROVE
                             POST-PETITION FINANCING

         THIS CAUSE having come on to be heard on Wednesday, October 13, 1999,
at 9:30 a.m. upon the Emergency Motion to Approve Post-Petition Financing filed
by the Debtors-In-Possession, AQUAGENIX, INC. and AQUAGENIX LAND WATER
TECHNOLOGIES, INC., (hereinafter collectively referred to as "AQUAGENIX"), and
the Court having heard argument of counsel, considered the record and being
otherwise fully advised in the premises, it is therefore

         ORDERED AND ADJUDGED:

         1. The Emergency Motion to Approve Post-Petition Financing is approved.

         2. The Secured Lenders of AQUAGENIX, UNION PLANTERS BANK OF FLORIDA and
EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES have consented to this
Motion and the terms contained therein.

         3. Pursuant to the provisions of Paragraph 4.1 of the Letter Agreement
which is attached to the Emergency Motion to Approve Post-Petition Financing as
Exhibit "A", Rodney Longman or an entity wholly owned by him, as the proposed
purchaser, has

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agreed to provide Post-petition Financing to AQUAGENIX by advancing the amount
of $200,000 which was previously posted as a good faith deposit pursuant to the
aforesaid Letter Agreement. The terms of said Post-Petition Financing are
approved as follows:

                  a. Post-Petition loan in the amount of up to $200,000, with
interest to accrue at the rate of two points over the prime rate established
from time to time by Citibank, N.A.;

                  b. Post-Petition loan to mature and be due and payable upon
the earlier of (1) the closing of the transactions contemplated by the letter
agreement attached hereto as Exhibit "A", (2) conversion of the AQUAGENIX
bankruptcy cases to cases under Chapter 7 of the Bankruptcy Code; (3) dismissal
of the AQUAGENIX bankruptcy cases; (4) the appointment of a Chapter 11 Trustee;
or (5) breach by AQUAGENIX of its obligations pursuant to the Letter Agreement
or the Acquisition Agreement (as defined in the "Letter Agreement").
Notwithstanding the above, Asset Acquisition Corporation (hereinafter "AAC")
must obtain Court approval before seeking to enforce its rights subsequent to
any of the events set forth above. The Court will hear any such motion on short
notice.

                  c. In the event that AAC is deemed a successful bidder
pursuant to the Letter Agreement and proceeds to a Closing Date as contemplated
by said Letter Agreement, the Post Petition Loan would be repaid through a
credit toward the purchase price in the amount of the Post-Petition loan,
including accrued and unpaid interest;

                  d. AAC is hereby granted collateral security in the form of
first-priority liens upon all the tangible and intangible assets of AQUAGENIX
pursuant to 11 U.S.C.

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Section 364(d) (other than Post-Petition cause of action available to AQUAGENIX
pursuant to Section 542, 544, 547, 548, 550 and 51;

                  e. AAC is further granted a super-priority administrative
expense claim pursuant to 11 U.S.C. Section 364(c)(1), Section 503(b) and
Section 507(b);

                  f. The liens and claims established hereby are deemed
perfected without further documentation or any recordation;

                  g. Notwithstanding the priority of the liens and claims
securing the Post- petition loan secured hereby, such liens and claims shall be
subordinate to the payment of fees due to the office of the U.S. Trustee and the
Clerk of the Court;

                  h. AAC is hereby determined to be a good faith lender entitled
to the protections of 11 U.S.C. Section 364(e).

         DONE AND ORDERED in the Southern District of Florida this ___ day of
October, 1999.
                                                       /s/ Raymond B. Ray
                                                       ------------------
                                                       HONORABLE RAYMOND B. RAY
                                                       U.S. Bankruptcy Judge
Copies to:
Chad P. Pugatch, Esquire
Paul Singer, Esquire
Bingham, Dana LLP
Office of the U.S. Trustee
All creditors and interested parties
(with limited notice to shareholders)

(ATTORNEY CHAD P. PUGATCH SHALL MAIL A CONFORMED COPY OF THIS ORDER IMMEDIATELY
UPON RECEIPT TO ALL PARTIES LISTED ABOVE, AND SHALL FILE A CERTIFICATE OF
MAILING WITH THE COURT)


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