Unassociated Document


    OMNIBUS
      AMENDMENT 

    


    This
      Omnibus Amendment (this “Amendment”),
      dated
      as of May 30, 2008, by and between Windswept Environmental Group, Inc., a
      Delaware corporation (the “Company”),
      Laurus Master Fund, Ltd., a Cayman Islands company (“Laurus”),
      Valens Offshore SPV I, Ltd., a Cayman Islands company (“VOFSPVI”),
      Valens U.S. SPV I, LLC, a Delaware limited liability company (“VUSSPVI”
and
      together with Laurus and VOFSPVI, the “Holders”
and
      each, a “Holder”)
      and LV
      Administrative Services, Inc. as agent (the “Agent”)
      for
      the benefit of each of the Holders, amends that certain Amended and Restated
      Secured Convertible Term Note, dated as of September 29, 2006, issued by the
      Company to Laurus, and subsequently assigned in part by Laurus to VOFSPVI and
      VUSSPVI (as previously, and as maybe, amended, modified, or supplemented from
      time to time, the “September
      2006 Convertible Note”).
      Capitalized terms used but not defined herein shall have the meanings ascribed
      to such terms in the September 2006 Convertible Note. Reference is also made
      to
      the Securities Purchase Agreement, dated as of June 30, 2005, by and between
      the
      Company and Laurus (as amended, modified or supplemented from time to time,
      the
“Purchase
      Agreement”
and
      together with the September 2006 Convertible Note and the Related Agreements
      as
      defined in the Purchase Agreement, the “Loan
      Documents”).

     

    PREAMBLE

    


    WHEREAS,
      the
      Company and Holders, as applicable, have agreed to make certain changes to
      the
      September 2006 Convertible Note as set forth herein; and

     

    WHEREAS,
      the
      Company has agreed to make certain payments as set forth herein.

     

    NOW,
      THEREFORE,
      in
      consideration of the above, and for other good and valuable consideration,
      the
      receipt and sufficiency of which is hereby acknowledged, the parties hereto
      agree as follows:

     

    1.     Each
      of
      Laurus, VOFSPVI, VUSSPVI and the Company consent to the deferral of payment
      of
      ninety-five percent (95%) of the Monthly Amount (i.e. $95,000.00) under the
      September 2006 Convertible Note otherwise due on June 1, 2008 and July 1, 2008
      (the “Deferred
      Amounts”)
      on the
      terms, and subject to the conditions, set forth herein. Notwithstanding, the
      terms of the September 2006 Convertible Note, the remaining five (5%) of the
      Monthly Amount (i.e. $5,000.00) due on June 1, 2008 and July 1, 2008 shall
      be
      applied to the repayment of the Principal Amount. 

     

    2.     The
      Company hereby covenants and agrees that the Deferred Amounts shall be payable
      in full on the earlier to occur of the Maturity Date and the date upon which
      all
      obligations arising under the Loan Documents have been paid in full. For the
      avoidance of doubt, from and after August 1, 2008, regularly scheduled
      amortizing Monthly Amounts required pursuant to the terms of the September
      2006
      Convertible Note will be due and payable per the terms and on the date set
      forth
      in the September 2006 Convertible Note. 

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    3.     In
      consideration of the foregoing, the Company hereby agrees that, on the earlier
      to occur of the Maturity Date and the date upon which all obligations arising
      under the Loan Documents have been paid in full, the Company shall pay $35,000
      in cash to Agent (the “Holder
      Payment”)
      which
      Holder Payment shall be distributed by the Agent to each Holder as follows:
      

     

    $1,858.50
      to VOFSPVI (the “VOF
      Payment”)

    $1,365.00
      to VUSSPVI (the “VUS
      Payment”)

    $31,776.50
      to Laurus (the “Laurus
      Payment”)

    


    In
      respect of the Laurus Payment only, Laurus and the Company hereby agree that
      the
      fair market value of the Laurus Payment (as reasonably determined by the
      parties) received in consideration of the amendments to the September 2006
      Convertible Note made hereunder is hereby designated as interest and,
      accordingly, shall be treated, on a pro rata basis, as a reduction of the
      remaining stated Principal Amount (which reduced Principal Amount shall be
      treated as the issue price) of the September 2006 Convertible Note for U.S.
      federal income tax purposes under and pursuant to Treasury Regulation Sections
      1.1001-3(e)(2)(iii), 1.1273-2(g)(2)(ii) and 1.1274-2(b)(1). The parties further
      agree to file all applicable tax returns in accordance with such
      characterization and shall not take a position on any tax return or in any
      judicial or administrative proceeding that is inconsistent with such
      characterization. Notwithstanding the foregoing, nothing contained in this
      paragraph shall or shall be deemed to modify or impair in any manner whatsoever
      the Company’s obligations from time to time owing to Laurus under the
      Loan Documents.

    


    4.     The
      amendments set forth above shall be effective as of the date first above written
      (the “Amendment
      Effective Date”)
      if
      each of the Company, the Holders and the Agent shall have duly executed this
      Amendment and the Company shall have delivered to the Agent its respective
      counterpart to this Amendment.

     

    5.     Except
      as
      specifically set forth in this Amendment or as previously agreed to in writing
      by the appropriate parties, there are no other amendments, modifications or
      waivers to the Loan Documents, and all other forms, terms and provisions of
      the
      Loan Documents remain in full force and effect.

     

    6.     The
      Company hereby represents and warrants to the Holders that (i) after giving
      effect to this Amendment, no Event of Default (as defined in the Loan Documents)
      exists on the date hereof, (ii) on the date hereof, after giving effect to
      this
      Amendment, all representations and warranties made by the Company in connection
      with the Loan Documents, as amended, modified or supplemented continues to
      be
      true, correct and complete as of the first date given and (iii) on the date
      hereof, after giving effect to this Amendment, all of the Company’s and its
      Subsidiaries’ covenant requirements have been met.

     

    7.     This
      Amendment shall be binding upon the parties hereto and their respective
      successors and permitted assigns and shall inure to the benefit of and be
      enforceable by each of the parties hereto and their respective successors and
      permitted assigns. THIS
      AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY
      THE
      LAW OF THE STATE OF NEW YORK.
      This
      Amendment may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which shall constitute one instrument.

     

    [signature
      page follows]

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      each of
      the parties hereto has executed this Amendment or has caused this Amendment
      to
      be executed on its behalf by a representative duly authorized, all as of the
      date first above set forth.

    


    
      	
              COMPANY:

            	 	
              HOLDERS:

            
	 	 	 
	
              Windswept
                Environmental Group, Inc.

            	 	
              Laurus
                Master Fund, Ltd.

              By:
                Laurus Capital Management, LLC, its investment manager

            
	 	 	 
	 	 	 
	
              By:

            	
              /s/
                Michael O’Reilly

            	 	
              By:

            	
              /s/
                David Grin

            
	
              Name:

            	
              Michael
                O’Reilly

            	 	
              Name:

            	
              David
                Grin

            
	
              Title:

            	
              President/CEO

            	 	
              Title:

            	 


    

     

    
      	 	
              Valens
                Offshore SPV I, Ltd.

              By:
                Valens Capital Management, LLC, its investment manager

            
	 	 
	 	 
	 	
              By:

            	
              /s/
                David Grin

            
	 	
              Name:

            	
              David
                Grin

            
	 	
              Title:

            	 


    

     

    
      	 	
              Valens
                U.S. SPV I, LLC

              By:
                Valens Capital Management, LLC, its investment manager

            
	 	 
	 	 
	 	
              By:

            	
              /s/David
                Grin

            
	 	
              Name:

            	
              David
                Grin

            
	 	
              Title:

            	 


    

     

     

    


    
      	 	AGENT:
	 	 
	 	
              LV
                Administrative Service, Inc. as Agent

            
	 	
              By:

            	
              /s/David
                Grin

            
	 	
              Name:

            	
              David
                Grin

            
	 	
              Title:

            	 


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    
      	 	
              AGREED
                AND ACKNOWLEDGED:

            
	 	 
	 	
              TRADE-WINDS
                ENVIRONMENTAL RESTORATION INC.

            
	 	 
	 	 
	 	
              By:

            	
              /s/
                Michael O’Reilly

            
	 	
              Name:

            	
              Michael
                O’Reilly

            
	 	
              Title:

            	
              President/CEO

            


    

    


    
      	 	
              NORTH
                ATLANTIC LABORATORIES, INC.

            
	 	 
	 	 
	 	
              By:

            	
              /s/
                Michael O’Reilly

            
	 	
              Name:

            	
              Michael
                O’Reilly

            
	 	
              Title:

            	
              President/CEO

            


    

    


    
      	 	
              ENVIRONMENTAL
                RESTORATION, INC.

            
	 	 
	 	 
	 	
              By:

            	
              /s/
                Michael O’Reilly

            
	 	
              Name:

            	
              Michael
                O’Reilly

            
	 	
              Title:

            	
              President/CEO

            


    

    


    
      	 	
              RESTORENET,
                INC.

            
	 	 
	 	 
	 	
              By:

            	
              /s/
                Michael O’Reilly

            
	 	
              Name:

            	
              Michael
                O’Reilly

            
	 	
              Title:

            	
              President/CEO