Exhibit 10.1


                       AMENDMENT AND FEE WAIVER AGREEMENT
                       ----------------------------------

     This  Amendment  and Fee Waiver  Agreement  dated as of July 21,  2006 (the
"Amendment and Fee Waiver  Agreement") is entered into by and between  Windswept
Environmental Group, Inc., a Delaware  corporation (the "Borrower"),  and Laurus
Master Fund, Ltd., a Cayman Islands company  ("Laurus").  Capitalized terms used
herein without  definition shall have the meanings ascribed to such terms in the
Securities  Purchase  Agreement  (as  defined  below)  and the Note (as  defined
below).

     WHEREAS, the Borrower filed a registration statement on October 3, 2005 (as
amended,  modified or supplemented,  the "Initial Registration  Statement"),  in
order to  register a portion of the shares of the  Borrower's  Common  Stock (as
amended, modified or supplemented, the "Common Stock") underlying (a) an Amended
and Restated  Secured  Convertible  Term Note the  Borrower  issued to Laurus on
October 6, 2005 in the aggregate  original  principal  amount of $7,350,000  (as
amended,  modified or  supplemented,  the  "Note")  pursuant to the terms of the
Securities Purchase  Agreement,  dated as of June 30, 2005, between the Borrower
and Laurus  (as amended,  modified or  supplemented,  the  "Securities  Purchase
Agreement"  and together  with the Related  Agreements as defined  therein,  the
"Loan  Documents");  (b) a warrant  issued by the Borrower to Laurus on June 30,
2005 to purchase 13,750,000 shares of the Common Stock (as amended,  modified or
supplemented, the "Warrant"); and (c) an option issued by the Borrower to Laurus
on June 30,  2005 to purchase  30,395,179  shares of Common  Stock (as  amended,
modified or supplemented, the "Option");

     WHEREAS,  the Borrower and Laurus  entered  into  Amendment  and Fee Waiver
Agreements dated as of November 23, 2005,  January 13, 2006,  February 28, 2006,
March  20,  2006,  May  11,  2006,   June  12,  2006  and  June  30,  2006  (the
"Amendments");

     WHEREAS,  pursuant to Section 3.7 of the Note, as amended,  the Borrower is
obligated to reserve from its authorized  and unissued  shares of Common Stock a
sufficient  number of shares to provide for the issuance of shares upon the full
conversion  and/or  exercise of the  Warrant,  the Option and the Note after the
earlier to occur of (x) November 1, 2006 and (y) the date of the Borrower's next
shareholders  meeting (the "Additional  Authorization  Date"),  which Additional
Authorization Date shall be maintained;

     WHEREAS,  pursuant to Section 6 of the Option, as amended,  the Borrower is
obligated to reserve from its authorized and unissued  Common Stock a sufficient
number of shares to provide for the issuance of shares upon the full exercise of
the Option, after the Additional Authorization Date;

     WHEREAS,  pursuant to Section 6 of the Warrant, as amended, the Borrower is
obligated to reserve from its authorized and unissued  Common Stock a sufficient
number of shares to provide for the issuance of shares upon the full exercise of
the Warrant, after the Additional Authorization Date;

     WHEREAS,  the Securities Purchase Agreement sets forth, among other things,
the terms of the issuance of the Note, the Option and the Warrant;


<PAGE>


     WHEREAS,  pursuant to Section 4.3(d) of the Securities  Purchase Agreement,
as amended,  the  Borrower  is  obligated  to reserve  from its  authorized  and
unissued Common Stock a sufficient  number of shares to provide for the issuance
of shares upon the full conversion  and/or exercise of the Note, the Warrant and
the Option, after the Additional Authorization Date;

     WHEREAS,  the Borrower  entered into a registration  rights  agreement with
Laurus on June 30, 2005 (the  "Registration  Rights  Agreement") in order to set
forth  Borrower's  obligations to register the shares of Common Stock underlying
the  Note,  the  Option  and  the  Warrant  with  the  Securities  and  Exchange
Commission;

     WHEREAS,  the  parties  have  previously  agreed  that  in  order  to  most
efficiently  expedite the accomplishment of their respective goals, to: (a) work
toward having the Initial  Registration  Statement,  with the current  number of
shares included therein (but not including any shares  underlying the $1,350,000
note issued on October 6, 2005),  declared  effective as soon as  possible;  (b)
after the Initial  Registration  Statement is effective,  file a proxy statement
and hold a shareholders  meeting to approve the intended  increase in the number
of  authorized  shares;  and  (c)  after  the  shareholders  meeting  and  after
Borrower's June 30, 2006 audited  financial  statements are final, file a new or
post-effective  Registration  Statement(s)  to cover all of the shares of common
stock required to be registered  pursuant to the  Registration  Rights Agreement
(the "Second Registration Statement");

     WHEREAS,  to reassess the  foregoing  plan and to formulate a new plan that
accomplishes  the  objectives of Laurus and the  Borrower,  Laurus has agreed to
extend the deadline for the Borrower to have its Initial Registration  Statement
declared  effective  under the  Registration  Rights  Agreement until August 25,
2006;

     WHEREAS,  the parties have concurred that,  until a new plan is formulated,
to  maintain  the  deadline  for the  Borrower  to have its Second  Registration
Statement declared effective under the Registration Rights Agreement at December
30, 2006;

     WHEREAS,  pursuant to Section 2(b) of the Registration Rights Agreement and
Section 2 of each of the  Amendments,  the  Borrower  is required to pay a daily
amount  in cash  equal to  one-thirtieth  (1/30th)  of the  product  of the then
outstanding  principal  amount  of the Note  multiplied  by the  following  (the
"Fees") if the  Registration  Statement has not been  declared  effective by the
Securities and Exchange Commission (prior to giving effect to this Amendment and
Fee Waiver Agreement):

         o        1.5% for the first 30 day period beginning on July 22, 2006;

         o        2.0% thereafter and

     WHEREAS,  Laurus has hereby  agreed to postpone  the date by which any Fees
may accrue and become  payable  until  August 26,  2006 with  respect to Initial
Registration  Statement,  but  will,  until  a new  plan is  formulated,  remain
December 31, 2006 with respect to the Second Registration Statement.


                                       2

<PAGE>

     NOW,  THEREFORE,  in consideration of the mutual promises set forth herein,
and for other good and valuable  consideration,  the receipt and  sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:

     1. Extension of Deadline by which the Borrower must have the Securities and
        ------------------------------------------------------------------------
Exchange Commission Declare Effective its Initial Registration Statement. Laurus
------------------------------------------------------------------------
hereby  agrees to  postpone  the  deadline by which the  Borrower  must have the
Securities and Exchange  Commission  declare effective its Initial  Registration
Statement  from July 21, 2006 until August 25,  2006.  This  modification  shall
apply to the Registration Rights Agreement only.

     2.  Postponement.  Laurus  hereby  agrees to postpone the date by which any
         ------------
Fees may accrue and become  payable  until  August 26, 2006 with  respect to the
Initial Registration Statement.

     3. Laurus  Representations.  Laurus hereby  represents  and warrants to the
        -----------------------
Borrower  that Laurus is an  "accredited  investor" as defined in Rule 501(a) of
Regulation  D  promulgated  under the  Securities  Act of 1933 and a  "qualified
institutional  buyer" as defined in Rule 144A under the  Securities  Act of 1933
and has knowledge and experience in financial and business  matters such that it
is capable of  evaluating  the  merits  and risks of the  investment  to be made
hereunder.

     4. Borrower Representations. The Borrower hereby represents and warrants to
        ------------------------
Laurus  that (i) no Event of Default  exists on the date  hereof,  after  giving
effect to this Amendment and Fee Waiver Agreement,  (ii) on the date hereof, all
representations,  warranties  and  covenants  made by the Borrower in connection
with the Loan  Documents  are true,  correct and  complete and (iii) on the date
hereof, all the Borrower's and its Subsidiaries' covenant requirements have been
met.

     5. From and after the date hereof, all references in the Loan Documents and
in the other Related Agreements to the Post-Closing Letter shall be deemed to be
references to the Post-Closing Letter, as the case may be, as modified hereby.

     6. No Other Amendments. Except as expressly set forth in this Amendment and
        -------------------
Fee Waiver  Agreement  no other term or  provision  of any Loan  Document or any
other  Amendment is hereby amended or affected in any way and the Loan Documents
and the Amendments shall remain in full force and effect after the date hereof.

     7. The Borrower understands that the Borrower has an affirmative obligation
to make prompt public disclosure of material amendments to such agreements.

     8. Governing Law. This Amendment and Fee Waiver Agreement shall be governed
        -------------
by and construed in accordance  with the laws of the State of New York,  without
regard to principles of conflicts of laws.


                                       3
<PAGE>


     9.  Facsimile  Signatures;  Counterparts.  This  Amendment  and Fee  Waiver
         ------------------------------------
Agreement  may  be  executed  by  facsimile  signatures  and in  any  number  of
counterparts,  each of which  shall be an  original,  but all of which  together
shall constitute one instrument.



     IN WITNESS  WHEREOF,  the parties  hereto have executed this Amendment as a
sealed instrument as of the date set forth in the first paragraph hereof.

                           WINDSWEPT ENVIRONMENTAL GROUP, INC.

                           By:/s/ Michael O'Reilly
                              --------------------------------
                              Name:  Michael O'Reilly
                              Title: President and Chief Executive Officer


                           LAURUS MASTER FUND, LTD.

                           By:/s/David Grin
                              ---------------------------------
                              Name:  David Grin
                              Title: Director


                                       4