EXHIBIT 10.1
                           PLACEMENT AGENCY AGREEMENT

September 10, 2003

Whitewing Environmental Corp.
730 Grand Avenue
Ridgefield, NJ 07657

Ladies and Gentlemen:

         This  Placement  Agency  Agreement  (the   "AGREEMENT")   confirms  the
retention  by  Whitewing   Environmental  Corp.,  a  Delaware  corporation  (the
"COMPANY"), of Maxim Group, LLC (the "PLACEMENT AGENT"), to act as the placement
agent on a "best  efforts" basis in connection  with the private  placement (the
"PLACEMENT")  of Units (as defined  below) of the Company on the terms set forth
below.

1.       PLACEMENT

         (a)  The  securities  of the  Company  which  are  the  subject  of the
Placement shall consist of up to Two Million Dollars  ($2,000,000) (the "MAXIMUM
AMOUNT") of units of the Company (the  "UNITS"),  with each Unit  consisting of:
one (1) share of  Series A  Convertible  Preferred  Stock,  par value  $.001 per
share,  of the Company (the  "SERIES A PREFERRED  STOCK") and forty (40) Class A
Common Stock  Purchase  Warrants (the  "WARRANTS"),  each of which are initially
exercisable  into one (1) share of common stock, par value $.001, of the Company
(the "COMMON STOCK" which,  collectively  with the Units, the shares of Series A
Preferred  Stock and the Warrants,  is referred to herein as the  "SECURITIES"),
which  Securities  shall be  issued  to the  investor(s)  in the  Placement  (an
"INVESTOR" or the "INVESTORS").

         (b) The Placement  will be made pursuant to the  Memorandum (as defined
below).  The Securities will not be registered under the Securities Act of 1933,
as amended, or any applicable  successor statute (the "ACT"), but will be issued
in reliance on the private  offering  exemption  available under Section 4(2) of
the  Act  and  the  rules  and  regulations  promulgated  thereunder,  including
Regulation  D  ("REGULATION  D").  The  Placement  Agent  understands  that  all
subscriptions  for Units are subject to acceptance  by the Company.  The Company
and the  Placement  Agent  reserve the right in their  reasonable  discretion to
accept  or  reject  any or all  subscriptions  for  Units  in  whole or in part,
regardless  whether any funds have been  deposited into an escrow  account.  Any
subscription  monies  received by the  Placement  Agent from  Investors  will be
handled in  accordance  with Rule 15c2-4  under the  Securities  Exchange Act of
1934, as amended (the  "EXCHANGE  ACT"),  whether or not the Placement  Agent is
subject to the Exchange  Act, and as otherwise may be prescribed by the terms of
the Memorandum (as defined in Section 2 below).

         (c) Until the  Closing  (as defined  below) is held,  all  subscription
funds received shall be held by Continental  Stock Transfer & Trust Company (the
"ESCROW AGENT").  The Placement Agent shall not have any independent  obligation




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to verify the  accuracy or  completeness  of any  information  contained  in any
Subscription  Documents  (as  defined in  Section 2 below) or the  authenticity,
sufficiency or validity of any check  delivered by any  prospective  Investor in
payment for the Units,  nor shall the Placement  Agent incur any liability  with
respect to any such verification or failure to verify.  All subscription  checks
and funds shall be promptly and directly  delivered  without offset or deduction
to the Escrow Agent.

2.       OFFERING MEMORANDUM AND RELATED MATTERS

         (a)  The  Company  has  prepared  a  Confidential   Private   Placement
Memorandum,  dated as of  September  10,  2003,  relating to the Company and the
Placement (such memorandum,  together with the exhibits and attachments  thereto
or available  thereunder and any amendments or supplements  thereto prepared and
furnished by the Company,  being referred to herein as the "MEMORANDUM"),  which
Memorandum,  among other things,  describes the Placement and certain investment
risks relating thereto.

         (b) The  Company  has been  and will  continue  to be  responsible  for
preparing and filing required documentation, if any, with the authorities in the
United States or any state located  therein (and  subsequent  to, if required by
the laws of any such  jurisdiction)  in connection with the  distribution of the
Memorandum to prospective  Investors (the parties  acknowledging,  however, that
the  Placement  of the Units is intended  and expected to be wholly or partially
exempt from filing requirements in the United States by reason of an "accredited
investor" exemption).

         (c) The Placement Agent and its counsel and the Company and its counsel
have or will jointly prepare a form of subscription agreement (the "SUBSCRIPTION
AGREEMENT")  and a  form  of  purchaser  questionnaire  (collectively  with  the
Subscription Agreement, the form of certificate of designations for the Series A
Preferred  Stock,  the form of Warrant  and any other  stock  purchase  or other
documents   required  in  connection  with  the  Placement,   the  "SUBSCRIPTION
DOCUMENTS"),  which Subscription  Documents shall contain such  representations,
warranties,  conditions and covenants as are customary in private  placements of
corporate debt and equity  securities with United States  accredited  investors.
The  Placement  Agent and its counsel  have had or will have an  opportunity  to
review the final form of the Memorandum and Subscription  Documents prior to the
distribution  thereof  to  prospective  Investors,  and the  Memorandum  and the
Subscription  Documents  will be the only offering  documents  (other than cover
letters  which  may be used by the  Placement  Agent,  and  any  documents  made
available to Investors in accordance with the terms of the Memorandum)  shown to
prospective  Investors.  The Company and its counsel  will advise the  Placement
Agent and its counsel in writing of those  jurisdictions  in which the Units may
lawfully be offered and sold,  and the manner in which the Units may lawfully be
offered and sold in each such jurisdiction in connection with the Placement, and
the  Placement  Agent agrees that the Units will be offered or sold only in such
jurisdictions  and in the manner  specified by the Company;  provided,  however,
that the Placement  Agent shall not be responsible for  independently  verifying
such written advice with respect to the  jurisdictions in which the Units may be
offered  and sold and with  respect  to the  manner  in which  the  Units may be
offered  and sold in such  jurisdictions.  Notwithstanding  the  foregoing,  the




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                                                              September 10, 2003
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Placement  Agent  shall  determine  whether it is licensed to offer and sell the
Units in each jurisdiction in which it intends to do so.

         (d) The Placement will be made in accordance  with the  requirements of
Section 4(2) under the Act and/or Regulation D only to investors that qualify as
accredited  investors,  as defined  in Rule  501(a)  under the Act  ("ACCREDITED
INVESTORS"),  purchasing for their own account for investment  purposes only and
not for distribution in violation of securities laws.  Furthermore,  prospective
Investors will have been provided the Memorandum and access to the management of
the Company and afforded the opportunity to ask questions.

         (e) The Company  recognizes,  agrees and  confirms  that the  Placement
Agent (or any selling agent  permitted to be utilized by the Placement  Agrement
under Section 3(a) hereof):  (i) will use and rely primarily on the  information
contained in the  Memorandum  and the  Subsciption  Documents and on information
available  from generally  recognized  public sources in performing the services
contemplated by this Agreement without having  independently  verified the same;
(ii) is authorized,  as the Company's  exclusive financial advisor and placement
agent in connection with the Placement,  to transmit to any prospective Investor
a copy or copies of the  Memorandum,  the  Subsciption  Documents  and any other
documentation   supplied  to  the  Placement  Agent  for   transmission  to  any
prospective  Investor by or on behalf of the Company or by any of the  Company's
officers,  representatives  or agents, in connection with the performance of the
Placement  Agent's services  hereunder or any transaction  contemplated  hereby;
(iii) does not assume  responsibility  for the accuracy or  completeness  of any
information  contained in the  Memorandum and the  Subsciption  Documents or any
such other  information;  (iv) will not make an  appraisal of the Company or any
assets of the  Company or the  securities  being  offered by the  Company in the
Placement; and (v) retains the right to continue to perform due diligence of the
Company during the course of the Company's engagement of the Placement Agent.

3.       PLACEMENT AGENT

         (a) The Company  hereby  employs the  Placement  Agent as its exclusive
placement  agent in the United  States for the  purpose of placing the Units for
the account and risk of the Company.  This  appointment  shall be exclusive with
respect to the Placement and otherwise as provided herein, and the Company shall
not have the right to  appoint  additional  sales  agents in the  United  States
without the Placement Agent's express prior written consent.  The Company hereby
agrees that the  Placement  Agent shall have the right to utilize  other selling
broker-dealers  in connection  with the Placement of the Units on terms approved
by the Placement Agent. Subject to the provisions of Section 5 hereof and to the
performance by the Company of all of its obligations to be performed  hereunder,
the  Placement  Agent agrees to use its best efforts to assist in arranging  for
sales of Units. The Company  recognizes that "best efforts" does not assure that
the  Placement  will be  consummated.  It is  understood  and  agreed  that this
Agreement  does not  create any  partnership,  joint  venture  or other  similar
relationship  between or among the Placement Agent and the Company, and that the
Placement Agent is acting only as a sales agent.




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                                                              September 10, 2003
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         (b) For the services of the Placement Agent hereunder, the Company will
pay or caused to be paid to the  Placement  Agent at any Closing  the  following
fees:

             (i) a cash payment equal to 10% of the gross  proceeds  received by
the Company  from the sale of the Units,  payable at the Closing in lawful money
of the United States by check or wire transfer of immediately  available  funds;
and

             (ii) an option (the "UNIT PURCHASE OPTION") to purchase a number of
Units,  equal  to ten  percent  (10%)  of the  number  of  Units  issued  in the
Placement. Such Unit Purchase Option will be issued at the Closing pursuant to a
Unit  Purchase  Option  Agreement  to be signed by the  Placement  Agent and the
Company, which agreement shall provide, among other things:

               (A)  that the Unit Purchase Option shall:

                    (1)  be exercisable at an exercise price of $10.00 per Unit;

                    (2)  expire five (5) years from the date of issuance; and

                    (3)  be non-redeemable,

               (B)  for registration rights on the same terms granted to the
                    Investors,

               (C)  for the ability of a cashless exercise, and

               (D)  for such other terms as are normal and customary for unit
                    purchase options issued to placement agents.

         (c)  Notwithstanding  any termination of this Agreement pursuant to the
terms hereof or otherwise,  if on or before the twelve (12) month anniversary of
the Closing,  the Company enters into a commitment or letter of intent  relating
to any  offering  of debt or  equity  securities  of the  Company  or any  other
financing:  (i) with any financing  source to whom the Company was introduced by
the Placement  Agent or who was contacted by Placement  Agent in connection with
its  services for the Company  hereunder,  or (ii) as a result of the use by the
Company of materials or other work product  prepared by the  Placement  Agent in
connection with the Placement,  the Company shall pay to the Placement Agent, at
the closing of any such  offering or  financing,  the fees  described in, and in
accordance with the terms and provisions of, Section 3(b)(i) and (ii) above.

         (d) In addition to the  foregoing,  the  Company  hereby  grants to the
Placement  Agent the exclusive right to manage any private or public offering of
debt or equity or other  securities  of the  Company for a period of twelve (12)
months from the Closing Date (as defined  below).  Subject to the  provisions of
Section 3(c) hereof,  if  applicable,  the terms of any such  offering  shall be
mutually agreed upon by the Company and the Placement  Agent.  Furthermore,  the
Company  hereby agrees that if the Company or any Subsidiary or affiliate of the
Company becomes a party to any preliminary or binding letter of intent or




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                                                              September 10, 2003
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agreement  relating  to any  merger,  acquisition  of assets  or other  business
combination or reorganization  involving the Company or any Subsidiary that, for
a period of twelve (12) months from the Closing Date,  the Company or such other
applicable  party  shall  engage the  Placement  Agent as the  Company's  or the
applicable  party's  exclusive  financial  advisor in  connection  with any such
transaction or series of related transactions. The Placement Agent shall be paid
reasonable and customary  fees, and be reimbursed for its expenses in accordance
with  customary  terms,  in connection  with any  transaction  described in this
Section 3(d).

         (e) In addition to the  foregoing,  the  Company  hereby  grants to the
Placement Agent the right to appoint one (1) individual,  reasonably  acceptable
to the Company (the "BOARD OBSERVER"), to attend and observe all of the meetings
of the  Company's  board of  directors  (the  "BOARD") as  provided  for in this
Section  3(e).  The Board  Observer may be removed and replaced  (subject,  with
respect to the replacement Board Observer only, to the reasonable  acceptance of
the Company) at any time and for any reason or no reason by the Placement  Agent
upon written notice from the Placement Agent to the Company.  The Board Observer
shall be  entitled  to notice of and  participation  in all  regular  or special
meetings  (whether in person,  telephonic  or  otherwise) of the Board and shall
further  receive,  simultaneously  with all  other  members  of the  Board,  any
proposed  written  consent to action of the Board.  The rights of the  Placement
Agent  contained in this Section 3(e) shall continue until the later of: (i) the
two (2) year  anniversary  of the Closing  Date,  or (ii) the date on all of the
shares of Series A Preferred  Stock held by the Investors  have been  converted,
redeemed or retired.

         (f) Upon receipt by the Company  from a proposed  Investor of completed
Subscription  Documents,  and such other documents as the Company requests,  the
Company and the Placement  Agent will determine in their  reasonable  discretion
whether they wish to accept or reject the subscription.

4.       PAYMENT BY COMPANY OF EXPENSES

         The Company will pay for or promptly  reimburse to the Placement Agent,
as the case may be, and whether or not any Units are sold in connection with the
Placement,  all expenses of the Company and the Placement  Agent relating to the
Placement  (including all reasonable legal fees incurred by the Placement Agent)
and all other reasonable  out-of-pocket expenses of the Placement Agent relating
to activities  under this  Agreement,  including,  without  limitation:  (i) the
preparation,  printing,  reproduction,  filing,  distribution and mailing of the
Memorandum  and  all  other  documents  relating  to  the  Placement,   and  any
supplements or amendments thereto, including the fees and expenses of counsel to
the  Company,  and the cost of all  copies  thereof;  (ii) the  issuance,  sale,
transfer  and  delivery  of the  Units  and the  Securities  contained  therein,
including  any  transfer  or other  taxes  payable  thereon  and the fees of any
transfer agent or registrar;  (iii) the public  registration  and listing of, or
registration and qualification of the Securities or the securing of an exemption
therefrom  under  state of foreign  "blue sky" or  securities  laws,  including,
without  limitation,  filing  fees  payable in the  jurisdictions  in which such
registration or  qualification  or exemption  therefrom is sought,  the costs of
preparing preliminary, supplemental and final "blue sky surveys" relating to the
offer and sale of the  Securities and the fees and  disbursements  of counsel to
the Placement Agent in connection with such "blue sky" matters;  (iv) the filing




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                                                              September 10, 2003
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fees, if any, payable to the applicable securities regulatory  authorities;  (v)
all Escrow Agent fees; and (vi) all road show expenses, travel, legal, and other
related  expenses.  Any expenses  (other than  Placement  Agent's legal or other
professional expenses) in excess of $2,500 shall be subject to prior approval by
the Company, which approval shall not be unreasonably withheld or delayed.

5.       TERMINATION OF PLACEMENT

         The Placement  may be  terminated:  (i) by the  Placement  Agent or the
Company  at any  time  upon  thirty  (30)  days  prior  written  notice  or (ii)
immediately  by the Placement  Agent upon giving  written notice to the Company,
but only in the event that if:

         (a) in the opinion of the Placement Agent,  the Memorandum  contains an
untrue  statement of a material  fact or omits to state a material fact required
to be stated  therein or  necessary  in order to make the  statements  appearing
therein  not  misleading  in the light of the  circumstances  in which they were
made, and the Company shall not have corrected such untrue statement or omission
to the reasonable satisfaction of the Placement Agent and its counsel within ten
(10)  days  after  the  Company  receives  notice of such  untrue  statement  or
omission,  provided that  notwithstanding  such ten (10) day period, the Closing
(as defined in Section 6 below) shall not occur  hereunder  until the  Placement
Agent  shall  notify  the  Company  that  it is  satisfied,  in  its  reasonable
determination,  that the  Company  has taken such steps  (including  circulating
amended  offering  materials  and  afforded  prospective  Investors a reasonable
opportunity to review such amendments) to allow the Closing to occur; or

         (b) the  Company  shall be in  material  breach of any  representation,
warranty or covenant made by it in this Agreement,  any Subscription Document or
any other document relating to the Placement; or

         (c)  (i) any  calamitous  domestic  or  international  event  or act or
occurrence has taken place and, in the Placement  Agent's  opinion,  has or will
materially  disrupt  general  securities  markets  in the  United  States in the
immediate  future;  or (ii) if  trading  on the New  York  Stock  Exchange,  the
American  Stock  Exchange,  or in the  over-the-counter  market  shall have been
suspended  or minimum or maximum  prices for trading  shall have been fixed,  or
maximum  ranges for  prices  for  securities  shall  have been  required  on the
over-the-counter  market by the National Association of Securities Dealers, Inc.
("NASD") or by order of the  Securities and Exchange  Commission  ("SEC") or any
other government  authority having  jurisdiction;  or (iii) if the United States
shall have become involved in a war, major hostilities or the like; or (iv) if a
banking  moratorium has been declared by a New York State or federal  authority;
or (v) if the  Company  shall have  sustained  a material  loss,  whether or not
insured, by reason of fire, flood, accident or other calamity; or (vii) if there
shall have been such material  adverse  change in the conditions or prospects of
the Company, involving a change not contemplated by the Memorandum; or (viii) if
there shall have been such material adverse general market  conditions as in the
Placement Agent's reasonable  judgment would make it inadvisable to proceed with
the Placement or the sale or delivery of the Units.




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                                                   Whitewing Environmental Corp.
                                                              September 10, 2003
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6.       OFFERING PERIOD; CLOSINGS

         (a) Subject to the terms and  conditions set forth in Sections 5 and 10
hereof,  the Units will be offered for a period  beginning  from the date of the
Memorandum  and ending at 5:00 p.m.,  New York City time, on September 30, 2003,
unless earlier  terminated by the Company  and/or the Placement  Agent or unless
extended  one or more times by the  Company  and the  Placement  Agent  (without
notice to the  Investors  required)  to a date not later than  October  31, 2003
(such  period,  the  "OFFERING  PERIOD").  Unless  $500,000  worth of Units (the
"MINIMUM  AMOUNT")  are  subscribed  for  and  accepted  by the  Company  by the
conclusion  of the Offering  Period,  the Placement  will be terminated  and all
subscription  proceeds  will  be  returned  to  Investors  without  interest  or
deduction.  If at least the Minimum Amount has been  subscribed for and accepted
by the Company at any time during the Offering Period, the Company will promptly
conduct a closing on such Units. Thereafter,  additional closings (together with
any initial closing,  each, a "CLOSING") will occur until the first to occur of:
(i) the full  subscription  for an  acceptance  by the  Company  of the  Maximum
Amount,  (ii) the conclusion of the Offering Period, or (iii) the termination of
the  Placement or this  Agreement.  Any Closing  shall be undertaken in a manner
agreed to by the  Company  and the  Placement  Agent.  The date  upon  which the
initial Closing is held shall hereinafter be referred to as the "CLOSING DATE."

         (b) At any Closing,  the Company shall  deliver to the Investors  share
certificates   representing   the  Series  A  Preferred  Stock  and  instruments
representing  the  Warrants,  duly  executed by the Company,  together with such
other closing documentation as may be required in order to affect the Closing.

7.       REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

         The Company represents and warrants to the Placement Agent that:

         (a) The Company has been  validly  formed and is legally  existing as a
corporation in good standing under the laws of the State of Delaware,  with full
corporate  power and  authority to conduct its business as currently  conducted,
and is in good  standing  in each  jurisdiction  in  which  the  conduct  of its
business  or the  nature  of  its  properties  requires  such  qualification  or
authorization,  except where the failure to be so qualified or authorized and in
good standing could not reasonably be expected to have a material adverse effect
on the business  and  financial  condition of the Company and its  subsidiaries,
taken as a whole (a  "MATERIAL  ADVERSE  Effect").  As of the date  hereof,  the
Company does not have,  directly or indirectly,  any subsidiaries  other than as
disclosed   in  the   Company's   filings  with  the  SEC   (collectively,   the
"SUBSIDIARIES").  Each Subsidiary has been duly organized,  is validly  existing
and in good standing under the laws of the jurisdiction of its organization, has
the power and authority to own its properties and to conduct its business and is
duly  qualified and  authorized to transact  business and is in good standing in
each  jurisdiction  in which the  conduct of its  business  or the nature of its
properties  requires  such  qualification  or  authorization,  except  where the
failure  to be so  qualified  or  authorized  and in  good  standing  could  not
reasonably be expected to have a Material Adverse Effect.  All of the issued and
outstanding  capital stock of each Subsidiary is owned by the Company,  free and
clear of any liens,  and has been duly  authorized  and validly  issued,  and is
non-assessable.




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                                                              September 10, 2003
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         (b) The authorized capital stock of the Company consists of 100,500,000
shares of capital  stock,  of which (i)  100,000,000  are  classified  as Common
Stock,  and (ii) 400,000 are, or will be at the Closing,  classified as Series A
Preferred  Convertible  Stock  and  100,000  are  classified  as  "blank  check"
preferred stock, par value $0.001 per share. As of the date hereof and as of the
Closing Date, 39,611,443 shares of common stock, no shares of Series A Preferred
Stock and no other shares of capital  stock of the Company are or will be issued
and  outstanding,  and all such shares of capital stock are, as the case may be,
duly authorized, validly issued, fully paid and nonassessable and not subject to
preemptive rights.

         (c) Neither the Memorandum,  the Subscription  Documents nor any of the
Company's filings with the SEC (collectively,  the "COMPANY  DOCUMENTS") contain
any untrue statement of a material fact, and the Company Documents will not omit
to state any material fact  necessary in order to make the  statements  made, in
light of the  circumstances  under which they were made, not misleading,  except
that the Company  shall have no liability  for any  information  provided to the
Company in writing by, and relating to, the Placement Agent, for use in and used
in the  Memorandum.  It is  understood  that any summary in the  Memorandum of a
document which appears therein in full (either as signed or substantially in the
form to be signed) does not constitute an untrue or misleading  statement merely
because  it is a  summary;  provided,  however,  that any such  summary  may not
contain any untrue  statement  of a material  fact or omit to state any material
fact necessary to make the statements made, in light of the circumstances  under
which they were made,  not  misleading.  If, at any time before the Placement is
completed or terminated or before all subscriptions are accepted by the Company,
there should be any change which would cause the Company Documents not to comply
with this Section  7(b),  the Company will promptly  advise the Placement  Agent
thereof and make any necessary  corrective  filings with the SEC and prepare and
furnish the Placement  Agent with, for  distribution  to Investors,  after prior
review and approval by the Placement Agent and its counsel (such approval not to
be unreasonably withheld),  such copies of such supplements or amendments to the
Memorandum and the  Subscription  Documents as will cause the Memorandum and the
Subscription  Documents,  as so  supplemented  or  amended,  to comply with this
Section 7(b), and will authorize the Placement  Agent to make to Investors,  if:
(i) deemed  necessary  by counsel to the  Placement  Agent and  approved  by the
Placement Agent, or (ii) if deemed necessary by counsel to the Company, an offer
of rescission.

         (d) The  execution,  delivery and  performance of this  Agreement,  all
Company  Documents and all other  documents to be entered into by the Company in
connection  with any  transaction  described in the  Memorandum or in connection
with the Placement, and the consummation of the transactions contemplated hereby
and thereby, have been or will be prior to such execution, delivery, performance
or consummation,  as the case may be, duly and validly authorized by the Company
and do not and will not: (i) constitute,  or result in, a breach or violation of
any of the terms,  provisions or conditions of the Articles of  Incorporation or
Bylaws of the Company or any of its Subsidiaries, (ii) constitute, or result in,
a material violation of any applicable statute,  law, ordinance or regulation of
any state,  territory or other jurisdiction,  or (iii) violate,  constitute,  or
result in, a default  under (or an event  which with the  passing of time or the
giving of  notice or both  would  constitute  a default  under) or breach of the




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                                                              September 10, 2003
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terms,  provisions  or  conditions of any material  indenture,  note,  contract,
commitment,  instrument  or  document  to  which  the  Company  or  any  of  its
Subsidiaries  is or  will  be a  party  or by  which  the  Company,  any  of its
Subsidiaries  or any of their  respective  properties  are bound,  or any award,
judgment,  decree, rule or regulation of any court or governmental or regulatory
agency or body having  jurisdiction  over the Company or any of its Subsidiaries
or  their   respective   activities  or   properties.   No  consent,   approval,
authorization or order of any court or governmental or regulatory agency or body
or any  individual  or entity is  required  on the part of the  Company  for the
lawful consummation of the transactions  contemplated hereby and thereby, except
for such consents and approvals  with respect to the offer and sale of the Units
in certain  jurisdictions which are identified to the Placement Agent by counsel
for the Company.

         (e) Neither the Company nor any of its directors,  officers, employees,
agents or representatives ("COMPANY REPRESENTATIVES") has taken or will take any
action which has caused or may cause the  Placement not to qualify for exemption
from the registration requirements of the Act or of United States federal, state
or other securities or other laws. In connection with the Placement, neither the
Company nor the Company  Representatives  shall offer or cause to be offered the
Units by any form of general  solicitation or general  advertising as defined in
Rule 502(c) of  Regulation D. The Company and the Company  Representatives  have
not taken and shall not take any action (except for actions  contemplated by the
Memorandum)  that  would  cause  the  Placement  to  be  integrated  with  other
transactions under Rule 502(a) of Regulation D.

         (f) Except as disclosed in the Company  Documents,  and except for such
matters  that,  individually  or in the  aggregate,  would  not have a  material
adverse effect on the business,  operations or financial  results of the Company
and its Subsidiaries (either individually or in the aggregate):

             (i) The Company and each of its Subsidiaries are, and have been, in
compliance  with all  Environmental  Laws (as  defined  below),  and neither the
Company nor any of its  Subsidiaries  has  received any (A)  communication  that
alleges  that the  Company or any such  Subsidiary  is in  violation  of, or has
liability  under,  any  Environmental  Law, (B) written  request for information
pursuant to any Environmental  Law, or (C) notice regarding any requirement that
is proposed for adoption or implementation  under any Environmental Law and that
would be applicable to the operations of the Company or any of its Subsidiaries;

             (ii) (A) the Company and each of its Subsidiaries have obtained and
are in compliance  with all permits,  licenses and  governmental  authorizations
pursuant  to all  Environmental  Laws  (collectively,  "ENVIRONMENTAL  Permits")
necessary   for  their   operations  as  currently   conducted,   (B)  all  such
Environmental  Permits  are  valid and in good  standing,  and (C)  neither  the
Company nor any of its Subsidiaries has been advised by any governmental  entity
or  authority  of any  actual or  potential  change  in the  status or terms and
conditions of any Environmental Permit;

             (iii)  there  are  no  Environmental  Claims  pending  or,  to  the
knowledge  of  the  Company,  threatened,  against  the  Company  or  any of its
Subsidiaries;




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                                                   Whitewing Environmental Corp.
                                                              September 10, 2003
                                                                   Page 10 of 24



             (iv) there have been no Releases  of any  Hazardous  Material  that
could  reasonably  be  expected  to form the  basis of any  Environmental  Claim
against  the  Company or any of its  Subsidiaries  or against  any person  whose
liabilities for such Environmental Claims the Company or any of its Subsidiaries
has, or may have, retained or assumed,  either  contractually or by operation of
law; and

             (v)  (A)  neither  the  Company  nor  any of its  Subsidiaries  has
retained  or  assumed,   either  contractually  or  by  operation  of  law,  any
liabilities or obligations  that could  reasonably be expected to form the basis
of any Environmental  Claim against the Company or any Company  Subsidiary,  and
(B) to the knowledge of the Company, no Environmental Claims are pending against
any person or entity whose liabilities for such Environmental Claims the Company
or any  Company  Subsidiary  has,  or may  have,  retained  or  assumed,  either
contractually or by operation of law.

         As used in this Agreement,  the terms: (A) "ENVIRONMENTAL  CLAIM" means
any and all  administrative,  regulatory  or judicial  actions,  suits,  orders,
demands, directives, claims, investigations, proceedings or notices of violation
by or from any person or entity  alleging  liability of whatever  kind or nature
arising out of,  based on or  resulting  from (y) the presence or release of, or
exposure  to, any  Hazardous  Materials at any  location;  or (z) the failure to
comply with any Environmental Law; (B) "ENVIRONMENTAL LAWS" means all applicable
federal,  state, local and foreign laws, rules,  regulations,  orders,  decrees,
judgments,   legally  binding   agreements  or  Environmental   Permits  issued,
promulgated  or entered into by or with any  governmental  entity or  authority,
relating  to  pollution,  natural  resources  or  protection  of  endangered  or
threatened  species,  human health or the  environment  (including  ambient air,
surface water,  groundwater,  land surface or subsurface strata); (C) "HAZARDOUS
MATERIALS" means (y) any petroleum or petroleum products,  radioactive materials
or  wastes,  asbestos  in  any  form,  urea  formaldehyde  foam  insulation  and
polychlorinated  biphenyls; and (z) any other chemical,  material,  substance or
waste that in relevant form or concentration is prohibited, limited or regulated
under any  Environmental  Law; and (D) "RELEASE"  means any actual or threatened
release,  spill,  emission,  leaking,  dumping,  injection,   pouring,  deposit,
disposal,  discharge,  dispersal,  leaching  or  migration  into or through  the
environment (including ambient air, surface water, groundwater,  land surface or
subsurface strata) or within any building, structure, facility or fixture.

         (g) The Company will include all the shares of Common Stock  underlying
the Series A Preferred  Stock and Warrants issued in this Placement and the Unit
Purchase Option in a registration  statement of its securities  under the Act to
be filed with the SEC promptly  following  the  conclusion  of the Placement and
will use its best  efforts to have the SEC declare such  registration  statement
effective by no later than March 31, 2004 (the "TARGET EFFECTIVE DATE"),  and to
maintain the effectiveness of such registration  statement until the third (3rd)
anniversary of the Closing.  In the event that the Company fails to have the SEC
declare such registration statement effective by the Target Effective Date, then
the dividend rate on the shares of Series A Preferred Stock shall increase by 2%
for each whole  calendar month during which such  registration  statement is not
declared  effective  by the SEC;  provided  however,  that in no event shall the
dividend rate exceed 20%. Upon the effectiveness of such registration statement,
the  dividend  rate shall  re-adjust  to 11%. In  addition,  Investors  shall be




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                                                   Whitewing Environmental Corp.
                                                              September 10, 2003
                                                                   Page 11 of 24



provided  with  certain  "piggy  back"  registration  rights as described in the
Memorandum.  The Company will prepare and file with the SEC such  amendments and
supplements to such registration statement and the prospectus used in connection
therewith  as may be  necessary to keep such  registration  statement  effective
until the sale of the securities  registered  thereunder,  and shall comply with
the  provisions  of the Act with respect to the  disposition  of all  securities
owned  by the  Investors  and the  Placement  Agent  that  are  covered  by such
registration  statement  during  such  period in  accordance  with the  intended
methods of  disposition  by the Investors and the Placement  Agent.  The Company
will furnish to the Investors  and the Placement  Agent such number of copies of
such  registration  statement,   each  amendment  and  supplement  thereto,  the
prospectus included in such registration  statement  (including each preliminary
prospectus)  and such other  documents as the Investors and the Placement  Agent
may request in order to facilitate the disposition of the shares of Common Stock
which may be owned by the Investors and the Placement Agent.

         (h) If at any time or from time to time, the Company proposes to file a
registration  statement  under the Act with  respect  to an  offering  of Common
Stock: (i) for the Company's own account (other than a registration statement on
Form S-4 or Form S-8 (or any substitute form that may be adopted by the SEC)) or
(ii) for the  account of any of its  holders of Common  Stock,  then the Company
shall give written notice of such proposed  filing to the Placement Agent or its
nominee  as soon as  practicable  (but in no event  less than  thirty  (30) days
before the anticipated filing date), and such notice shall offer Placement Agent
or its nominee the  opportunity  to register under such  registration  statement
(and any  related  qualification  under blue sky laws) such  number of shares of
Common Stock as the Placement Agent or its nominee may request on the same terms
and conditions as the Company's or such holder's  Common Stock. It is understood
and agreed that the  foregoing  shall not be  applicable if the shares of Common
Stock  issuable to the  Placement  Agent or its nominee  are, at the  applicable
time,  either (x)  registered  pursuant  to a valid and  effective  registration
statement or (y) available for sale pursuant to Rule 144 under the Act.

         (i) This Agreement has been duly authorized,  executed and delivered by
the Company and  constitutes  the legal,  valid and  binding  obligation  of the
Company,  enforceable  against the Company in accordance with its terms,  except
insofar as enforcement of the indemnification or contribution  provisions hereof
may be limited by  applicable  laws or  principles  of public  policy and except
further  as to  enforcement,  to the  availability  of  equitable  remedies  and
limitations imposed by bankruptcy, insolvency,  reorganization and other similar
laws and related  court  decisions  relating to or affecting  creditors'  rights
generally.

         (j) The  Company  will not offer the  Units for sale  hereunder  on the
basis of any  communications or documents relating to the Placement Agent or the
Units except the Memorandum and the exhibits thereto and documents  described or
referred to therein, including the Subscription Documents.

         (k) So long as the Series A Preferred Stock and the Warrants (including
the  Common  Stock  receivable  upon  the  exercise   thereof)  are  "restricted
securities"  within the meaning of Rule  144(a)(3)  under the Act,  the Company,
during any period in which it is not subject to and in  compliance  with Section




<PAGE>

                                                   Whitewing Environmental Corp.
                                                              September 10, 2003
                                                                   Page 12 of 24



s13  or  15(d)  of the  Exchange  Act,  or is not  exempt  from  such  reporting
requirements  pursuant to and in compliance with Rule 12g3-2b under the Exchange
Act,  provide to each holder of Series A Preferred Stock and to each prospective
purchaser (as designated by such holder) of Series A Preferred  Stock,  upon the
request of such holder or prospective  holder,  any  information  required to be
provided by Rule 144A(d)(4) under the Act.

         (l) The Company will initially invest the proceeds of the Placement and
all other  funds of the  Company in such a manner so as to cause the Company not
to be subject to the United  States  Investment  Company Act of 1940, as amended
(the  "1940  ACT"),  and will  thereafter  use its  best  efforts  to avoid  the
Company's becoming subject to the 1940 Act.

         (m) The shares of Common Stock  underlying:  (i) the Series A Preferred
Stock,  (ii) the Warrants  and (iii) the shares of Series A Preferred  Stock and
Common Stock issuable upon exercise of the Unit Purchase Option,  have been duly
reserved, and when issued in accordance with the terms of the Placement, will be
validly issued,  fully paid and  nonassessable  and not subject to preemptive or
any other similar rights and no personal  liability will attach to the ownership
thereof.

         (n) In addition to the  foregoing,  to the extent not set forth herein,
the Placement Agent may rely on the  representations  and warranties made by the
Company  in the  Subscription  Agreement  provided  by the  Company  and used in
connection with the Placement.

8.       REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLACEMENT AGENT

         The Placement  Agent hereby  represents  and warrants to, and covenants
with, the Company that:

         (a) This Agreement has been duly authorized,  executed and delivered by
the Placement Agent and constitutes the legal,  valid and binding  obligation of
the Placement Agent, enforceable against it in accordance with its terms, except
insofar as enforcement of the indemnification or contribution  provisions hereof
may be limited by applicable laws or principles of public policy and subject, as
to  enforcement,  to the  availability  of equitable  remedies  and  limitations
imposed by  bankruptcy,  insolvency,  reorganization  and other similar laws and
related court decisions relating to or affecting creditors' rights generally.

         (b) The Placement  Agent will cooperate with the Company to ensure that
the offering and sale of the Units will comply with the requirements of the Act,
including,  without limitation, the general conditions contained in Regulation D
and the federal  securities  laws, and will follow the reasonable  advice of the
Company with respect to the manner in which to offer and sell the Units so as to
ensure that the offering and sale thereof will comply with the  securities  laws
of any  jurisdiction in which Securities are offered by the Placement Agent, and
the Placement Agent will not make an offer of Securities in any  jurisdiction in
which the Company  advises it in writing  that such offer would be unlawful  for
the Placement Agent to offer or sell securities.




<PAGE>

                                                   Whitewing Environmental Corp.
                                                              September 10, 2003
                                                                   Page 13 of 24



         (c) The Placement  Agent is: (i) a registered  broker-dealer  under the
Exchange Act; (ii) a member in good standing of the NASD;  and (iii)  registered
as a broker-dealer in each jurisdiction in which it is required to be registered
as such in order to offer and sell the Units in such jurisdiction.

         (d) The Placement Agent has not and will not make an offer of Units (or
of any  securities,  the offering of which may be integrated with the Placement)
on the basis of any  communications or documents  relating to the Company or the
Units except the Memorandum and the exhibits thereto and documents  described or
referred  to  therein  (including  the  Subscription  Documents),  and the cover
letters referred to in Section 2 hereof.  Without limiting the generality of the
foregoing,  the Placement Agent has not and will not make any  representation as
to any  rate of  return  on  investment  that an  offeree  may  obtain  from the
ownership of Series A Preferred Stock or Warrants other than as set forth in the
Memorandum.  The Placement  Agent will deliver a copy of the  Memorandum to each
prospective  Investor  solicited by it prior to such offeree's  execution of the
Subscription  Documents  or, in the case of  amendments  or  supplements  to the
Memorandum  (other than those amendments and supplements  approved in writing by
the Company but designated in writing as not subject to this requirement), prior
to such offeree's execution of an acknowledgment of receipt of such amendment or
supplement and reconfirmation of intent to subscribe.

         (e) The Placement Agent has not and will not knowingly make an offer of
Units on behalf of the Company, or of any securities,  the offering of which may
be integrated with the Placement, by any form of general solicitation or general
advertising  in violation of Rule 502(c) of Regulation D such as would cause the
offering of Units not to qualify  under Section 4(2) of the Act as a transaction
exempt from Section 5 thereof.  The Placement  Agent has not and will not supply
in writing for inclusion in the  Memorandum  or any related sales  materials any
information relating to the Placement Agent containing any untrue statement of a
material  fact or  omitting  to state any  material  fact  required to be stated
therein or necessary  to make such  information,  in light of the  circumstances
under which it is used, not misleading.

         (f) The  Placement  Agent will not  transmit to the Company any written
offer from an offeree to purchase Securities unless,  immediately prior thereto,
it reasonably believes that:

                  (i)      the offeree is an Accredited Investor; and

                  (ii)     the offeree meets all other offeree and/or  purchaser
                           suitability   standards,   if  any,   required  under
                           applicable securities laws and regulations.

         (g) The Placement Agent will exercise reasonable care to determine that
prospective Investors are not "underwriters" within the meaning of Section 2(11)
of the Act, and in that  connection  will obtain from each  investor  purchasing
Securities in the Placement duly executed Subscription  Documents,  in the forms
provided  to the  Placement  Agent  by the  Company  with  the  approval  of the
Placement Agent and its counsel.




<PAGE>

                                                   Whitewing Environmental Corp.
                                                              September 10, 2003
                                                                   Page 14 of 24



         (h) The  Placement  Agent will  periodically  notify the Company of the
jurisdiction  in which the Securities are being offered by it or will be offered
by it pursuant to this Agreement,  and will  periodically  notify the Company of
the status of the offering conducted pursuant to this Agreement.

         (i) The  Placement  Agent has  delivered or caused to be delivered  (or
will so deliver  prior to the Closing  Date) to each  prospective  Investor  the
Memorandum.

9.       COVENANTS

         The Company covenants to the Placement Agent that it shall:

         (a) Notify the Placement Agent as soon as practicable, and confirm such
notice  promptly in writing:  (i) when any event shall have occurred  during the
period commencing on the date hereof and ending on the later of the Closing Date
as a result of which the  Memorandum  would  include any untrue  statement  of a
material fact or omit to state any material  fact required to be stated  therein
or  necessary to make the  statements  therein not  misleading,  and (ii) of the
receipt  of any  notification  with  respect  to the  modification,  rescission,
withdrawal or suspension of the  qualification or registration of the Securities
or of an exemption from such  registration or qualification in any jurisdiction.
The Company will use its reasonable  best efforts to prevent the issuance of any
such  modification,  rescission,  withdrawal  or  suspension  and,  if any  such
modification,  rescission,  withdrawal or  suspension  is issued,  to obtain the
lifting thereof as promptly as possible.

         (b) Not supplement or amend the Memorandum  unless the Placement  Agent
and its counsel shall have approved of such  supplement or amendment in writing,
such approval not to be unreasonably  withheld,  delayed or conditioned.  If, at
any time  during  the  period  commencing  on the date  hereof and ending on the
Closing Date,  any event shall have occurred as a result of which the Memorandum
contains any untrue  statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the  statements  therein
not  misleading,  or if, in the  opinion of counsel to the Company or counsel to
the  Placement  Agent,  it is necessary at any time to  supplement  or amend the
Memorandum to comply with the Act, Regulation D or any applicable  securities or
"blue sky" laws, the Company will promptly prepare an appropriate  supplement or
amendment (in form and substance reasonably  satisfactory to the Placement Agent
and its counsel)  which will  correct  such  statement or omission or which will
effect such compliance.

         (c) Use its best good faith  efforts to,  within sixty (60) says of the
Closing,  obtain "key man" life  insurance  policy with a nationally  recognized
carrier and with the Company as the  beneficiary  on the life of Kevin DeLeon in
an amount no less than $2,000,000 worth of coverage.

         (d) Use its best good faith efforts,  from the date hereof and from and
after the  Closing  Date,  to  maintain  in full force and effect all  pollution
insurance  currently  held  by the  Company  pursuant  to  the  same  terms  and
conditions  currently in effect (including,  without limitation,  $10,000,000 of
coverage).




<PAGE>

                                                   Whitewing Environmental Corp.
                                                              September 10, 2003
                                                                   Page 15 of 24



         (e) In the event that proceeds from the Placement exceed  $1,500,000 in
the aggregate  (regardless of when during the Offering  Period such milestone is
achieved),  use  $250,000  of such  proceeds to repay  (simultaneously  with the
Closing at which such amount of proceeds are  received by the Company)  $250,000
of the indebtedness of the Company held by Columbus Nova.

         (f) On or prior to the Closing Date,  enter into  agreements with Bruce
Raben and Joseph Bianco to extend the maturity date of the $500,000 loan made by
such  individuals  to the Company from  September  30, 2003 to a date no earlier
than September 30, 2004.

         (g) Deliver without charge to the Placement Agent such number of copies
of the Memorandum  and any supplement or amendment  thereto as may reasonably be
requested by the Placement Agent.

         (h) Not, directly or indirectly, in connection with the Placement or as
otherwise  agreed to in this Agreement,  solicit any offer to buy from, or offer
to sell to, any  person or entity  any  Securities  or other  securities  of the
Company except through the Placement Agent.

         (i) Not  solicit  any offer to buy or offer to sell  Securities  by any
form of general solicitation or advertising,  including, without limitation, any
advertisement,   article,   notice  or  other  communication  published  in  any
newspaper, magazine or similar medium or broadcast over the Internet, television
or radio or at any seminar or meeting whose  attendees  have been invited by any
general solicitation or advertising.

         (j) At all times  during the period  commencing  on the date hereof and
ending on the date of the final Closing, provide to each prospective Investor or
his purchaser  representative,  if any, on reasonable request,  such information
(in addition to that contained in the Memorandum) concerning the Placement,  the
Company,  the Securities  and any other relevant  matters as it possesses or can
acquire without  unreasonable  effort or expense and extend to each  prospective
investor  or his  purchaser  representative,  if  any,  the  opportunity  to ask
questions  of, and receive  answers  from the Company  concerning  the terms and
conditions  of the  Placement  and the business of the Company and to obtain any
other additional information, to the extent it possesses the same or can acquire
it without  unreasonable  effort or  expense,  as such  prospective  Investor or
purchaser representative may consider necessary in making an informed investment
decision or in order to verify the accuracy of the information furnished to such
prospective Investor or purchaser representative, as the case may be.

(k) Notify the Placement  Agent  promptly of the  acceptance or rejection of any
subscription.

         (l) File five (5) copies of a Notice of Sales of  Securities  on Form D
with the SEC no later than 15 days after the first  sale of the  Securities,  if
required by law. The Company shall file promptly such amendments to such Notices
on Form D as shall  become  necessary  and shall  also  comply  with any  filing
requirement  imposed by the laws of any province or jurisdiction in which offers




<PAGE>

                                                   Whitewing Environmental Corp.
                                                              September 10, 2003
                                                                   Page 16 of 24



and sales are made. The Company shall furnish the Placement Agent with copies of
all such filings.

         (m) Place the following  legend on all  certificates  representing  the
shares of Series A Preferred Stock and the Warrants:

         "THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED
         UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED,  OR ANY STATE
         SECURITIES  LAWS AND NEITHER THE  SECURITIES  NOR ANY INTEREST
         THEREIN  MAY  BE  OFFERED,  SOLD,   TRANSFERRED,   PLEDGED  OR
         OTHERWISE   DISPOSED  OF  EXCEPT   PURSUANT  TO  AN  EFFECTIVE
         REGISTRATION  STATEMENT  UNDER  SUCH  ACT OR  SUCH  LAWS OR AN
         EXEMPTION  FROM  REGISTRATION  UNDER  SUCH ACT AND  SUCH  LAWS
         WHICH,  IN THE  OPINION OF COUNSEL  FOR THIS  CORPORATION,  IS
         AVAILABLE."

         (n) Not,  directly or  indirectly,  engage in any act or activity which
may  jeopardize  the  status  of the  offering  and sale of the  Units as exempt
transactions  under the Act or under the  securities  or "blue  sky" laws of any
jurisdiction in which the Placement may be made.

         (o) Apply the net proceeds  from the sale of the Units for the purposes
set forth under the caption "Use of Proceeds"  in the  Memorandum  in the manner
indicated thereunder.

         (p) Not, during the period  commencing on the date hereof and ending on
the Closing  Date,  issue any press release or other  communication  or hold any
press conference with respect to the Company, its financial  condition,  results
of operations,  business properties,  assets, liabilities or future prospects of
the Placement,  without the prior written consent of the Placement Agent,  which
consent will not be unreasonably withheld.

         (q) Not, prior to the completion of the Placement,  bid for,  purchase,
attempt to induce  others to  purchase,  or sell,  directly or  indirectly,  any
shares of Common Stock or any other securities in violation of the provisions of
Regulation M under the Exchange Act.

         (r) In addition to the  foregoing,  to the extent not set forth herein,
the  Placement  Agent  may  rely on the  covenants  made by the  Company  in the
Subscription Documents used in connection with the Placement.

10.      CONDITIONS OF THE PLACEMENT AGENT'S OBLIGATIONS

         The obligations of the Placement Agent pursuant to this Agreement shall
be subject, in its discretion, to the continuing accuracy of the representations
and  warranties  of the Company  contained  herein and in each  certificate  and




<PAGE>

                                                   Whitewing Environmental Corp.
                                                              September 10, 2003
                                                                   Page 17 of 24



document  contemplated  under this  Agreement to be  delivered to the  Placement
Agent  or  otherwise  at  any  Closing  (including,   without  limitation,   all
Subscription Documents), as of the date hereof and as of the Closing Date or the
date of any Closing  subsequent to the Closing Date, to the  performance  by the
Company of its obligations hereunder, and to the following conditions:

         (a) At the  Closing,  the  Placement  Agent  shall  have  received  the
favorable  opinion of Brown Rudnick  Berlack  Israels,  counsel for the Company,
and/or Thomas Cattani, General Counsel to the Company, in the form and substance
reasonably  satisfactory to the Placement Agent and  substantially to the effect
that:

                  (i)  the  Company  has  been  duly  organized  and is  validly
existing and in good standing  under the laws of the State of Delaware,  has all
requisite  power  and  authority  necessary  to own or hold its  properties  and
conduct  its  business,  and is duly  qualified  or licensed to do business as a
foreign corporation in each other jurisdiction in which the ownership or leasing
of its  properties or the conduct of its business  requires such  qualification,
except where the failure to so qualify or be licensed  would not have a Material
Adverse Effect;

                  (ii) Each  Subsidiary  has been  duly  organized,  is  validly
existing  and in  good  standing  under  the  laws  of the  jurisdiction  of its
organization,  has the power and authority to own its  properties and to conduct
its business and is duly qualified and authorized to transact business and is in
good standing in each  jurisdiction  in which the conduct of its business or the
nature of its properties  requires such  qualification or authorization,  except
where the failure to be so qualified or authorized  and in good  standing  could
not reasonably be expected to have a Material Adverse Effect.  All of the issued
and outstanding  capital stock of each Subsidiary is owned by the Company,  free
and clear of any liens (except  Permitted  Liens),  and has been duly authorized
and validly issued, and is non-assessable. The definition of the term "Permitted
Liens"  shall be agreed to by the Company and the  Placement  Agent prior to the
Closing Date.

                  (iii)  each of this  Agreement,  the Escrow  Agreement  by and
among the  Placement  Agent,  the  Company and the Escrow  Agent,  the shares of
Series A  Preferred  Stock,  the  Warrants,  the Unit  Purchase  Option  and the
Subscription  Documents  has been  duly and  validly  authorized,  executed  and
delivered  by the  Company,  and is the  valid  and  binding  obligation  of the
Company,  enforceable  against it in accordance  with its terms,  subject to any
applicable  bankruptcy,  insolvency  or  other  laws  affecting  the  rights  of
creditors generally and to general equitable principles;

                  (iv) the  authorized  capital  stock of the  Company as of the
date hereof  (before  giving  effect to the  transactions  contemplated  by this
Agreement) is as set forth in the  Memorandum.  Except for the  Securities to be
issued as  contemplated by this  Agreement,  there are no outstanding  warrants,
options,  agreements,   convertible  securities,   preemptive  rights  or  other
commitments pursuant to which the Company is, or may become,  obligated to issue
any shares of its capital stock or other securities of the Company other than as
set forth in the  Memorandum.  All of the shares of capital stock of the Company
issued since May 3, 2002 have been duly and validly  authorized and issued,  are




<PAGE>

                                                   Whitewing Environmental Corp.
                                                              September 10, 2003
                                                                   Page 18 of 24



fully  paid and  nonassessable  and have not been  issued  in  violation  of the
preemptive rights of any security holder of the Company. The offers and sales of
such outstanding  securities were either registered under the Act and applicable
state securities laws or exempt from such registration requirements. Such shares
have been duly authorized,  validly issued,  fully paid and nonassessable and no
personal  liability  will  attach to the  ownership  thereof.  The Common  Stock
underlying  the Series A Preferred  Stock,  the Warrants  and the Unit  Purchase
Option have been duly reserved,  and when issued in accordance with the terms of
the Placement,  will be validly  issued,  fully paid and  nonassessable  and not
subject to preemptive or any other similar rights and no personal liability will
attach to the ownership thereof;

                  (v) assuming:  (i) the accuracy of the information provided by
the Investors in the Subscription  Documents,  and (ii) that the Placement Agent
has complied in all material  respects with the  requirements of Section 4(2) of
the Act (and  the  provisions  of  Regulation  D  promulgated  thereunder),  the
issuance  and sale of the Units is exempt  from  registration  under the Act and
Regulation D promulgated thereunder;

                  (vi)  To  the  best  knowledge  of  such  counsel,  after  due
investigation,  neither the  execution  and delivery of this  Agreement  and the
Warrants,  nor compliance  with the terms hereof,  nor the  consummation  of the
transactions  herein  contemplated,  has, nor will,  conflict with,  result in a
breach of, or constitute a default under the Articles of Incorporation or Bylaws
of the Company,  or any material  contract,  instrument or document to which the
Company is a party,  or by which it or any of its properties is bound or violate
any  applicable  law,  rule,  regulation,  judgment,  order  or  decree  of  any
governmental  agency or court having jurisdiction over the Company or any of its
properties or business;

                  (vii) to the best  knowledge  of such  counsel,  there  are no
claims,  actions,  suits,   investigations  or  proceedings  before  or  by  any
arbitrator,   court,   governmental  authority  or  instrumentality  pending  or
threatened  against or affecting the Company or involving the  properties of the
Company which might materially and adversely affect the business,  properties or
financial  condition of the Company or which might  materially  adversely affect
the transactions or other acts contemplated by this Agreement or the validity or
enforceability of this Agreement,  except as set forth in or contemplated by the
Memorandum or Subscription Documents; and

                  (viii) such counsel has participated in the preparation of the
Company Documents and nothing has come to the attention of such counsel to cause
them to have reason to believe that the Company  Documents  contained any untrue
statement of a material fact  required to be stated  therein or omitted to state
any  material  fact  required  to be stated  therein  or  necessary  to make the
statements therein not misleading.

         (b) If there is more than one Closing,  then at each such Closing there
shall be delivered to the Placement  Agent  updated  opinions,  certificates  or
other information described in this Section 10.




<PAGE>

                                                   Whitewing Environmental Corp.
                                                              September 10, 2003
                                                                   Page 19 of 24



         (c) On or prior to or following  the Closing  Date, as the case may be,
the Placement  Agent shall have been furnished such  information,  documents and
certificates  as it may  reasonably  require  for the  purpose of enabling it to
review the matters  referred to in this  Section 10 and in order to evidence the
accuracy,   completeness  or   satisfaction  of  any  of  the   representations,
warranties,  covenants,  agreements or conditions herein contained, or as it may
otherwise reasonably request.

         (d) At the initial  Closing,  the  Placement  Agent shall have received
documentation  satisfactory  to the  Placement  Agent  memorializing  the rights
described in Section 3(e) hereof relating to the Board Observer.

         (e) At the initial  Closing,  the  Placement  Agent shall have received
documentation satisfactory to the Placement Agent memorializing the extension of
loan  maturities  on the  indebtedness  of the  Company  held by Bruce Raben and
Joseph Bianco as described in Section 9(f) hereof.

         (f) At the initial  Closing,  the  Placement  Agent shall have received
"lock-up"  agreements,  in the form to be  agreed  upon by the  Company  and the
Placement  Agent,  duly  executed  by each  director,  officer and holder of ten
percent  (10%) or more of the  Company's  Common Stock as of the Closing,  which
"lock-up"  agreement  shall  provide  that such persons  shall not offer,  sell,
contract to sell,  pledge or otherwise  dispose of, directly or indirectly,  any
securities of the Company (or  instruments  exercisable  into  securities of the
Company) for a period of twelve (12) months from the Closing Date.

         (g) To the extent  applicable as of any Closing,  the  Placement  Agent
shall  have  received   documentation   satisfactory   to  the  Placement  Agent
memorializing  the repayment of $250,000 of the indebtedness of the Company held
by Columbus Nova as described in Section 9(e) hereof.

         (h) At  each  Closing,  the  Placement  Agent  shall  have  received  a
certificate of the chief executive officer of the Company, dated, as applicable,
as of the Closing Date or the date of such  Closing,  to the effect that,  as of
the date of this  Agreement and as of the applicable  date, the  representations
and warranties of the Company contained herein were and are accurate,  and that,
as of the  applicable  date,  the  obligations  to be  performed  by the Company
hereunder on or prior thereto have been fully performed.

         (i) All  proceedings  taken in connection  with the issuance,  sale and
delivery  of the  Units  and  the  Unit  Purchase  Option  shall  be  reasonably
satisfactory in form and substance to the Placement Agent and its counsel.

         (j) Any  certificate  or other  document  signed by any  officer of the
Company  and  delivered  to the  Placement  Agent and its  counsel  as  required
hereunder shall be deemed a representation and warranty by the Company hereunder
as to the  statements  made therein.  If any condition to the Placement  Agent's
obligations  hereunder  have not been  fulfilled  as and when  required to be so
fulfilled, the Placement Agent may terminate this Agreement or, if the Placement
Agent so  elects,  in  writing  waive any such  conditions  which  have not been




<PAGE>

                                                   Whitewing Environmental Corp.
                                                              September 10, 2003
                                                                   Page 20 of 24



fulfilled  or  extended  the time  for  their  fulfillment.  In the  event  that
Placement Agent elects to terminate this Agreement, Placement Agent shall notify
the Company of such election in writing.  Upon such  termination,  neither party
shall have any further  liability nor obligation to the other except as provided
in Section 11 hereof.

11.      INDEMNIFICATION

         (a) The Company  agrees to indemnify  and hold  harmless the  Placement
Agent,  any person who  controls the  Placement  Agent within the meaning of the
Act,  Section  20(a) of the Exchange  Act or any  applicable  statute,  and each
partner, director,  officer, employee, agent and representative of the Placement
Agent  and its  representatives  from and  against  any loss,  damage,  expense,
liability or claim,  or actions or  proceedings in respect  thereof  (including,
without  limitation,   reasonable  attorneys'  fees  and  expenses  incurred  in
investigating,  preparing or defending  against any litigation  commenced) which
any such  person  may incur or which  may be made or  brought  against  any such
person  arising out of or based upon:  (i) any breach of any of the  agreements,
representations  or warranties of the Company  contained in or  contemplated  by
this Agreement or the Subscription  Documents,  including,  without  limitation,
those arising out of or based on any alleged untrue statement of a material fact
or omission to state a material fact required to be stated in the  Memorandum or
the  Subscription  Documents  or  necessary  in  order  to make  the  statements
appearing therein not misleading in the light of the circumstances in which they
were  made,  (ii)  any  violation  of  any  federal  or  state  securities  laws
attributable  to the Placement,  or (iii) any violation of law by the Company or
any  affiliate  thereof,   or  any  director,   officer,   employee,   agent  or
representative of any of them, related to or arising out of the Placement.  This
indemnity  agreement by, and the agreements,  warranties and representations of,
the  Company  shall  survive the offer,  sale and  delivery of the Units and the
termination  of this  Agreement  and  shall  remain  in full  force  and  effect
regardless of any investigation  made by or on behalf of any person  indemnified
hereunder,  and  termination of this Agreement and acceptance of any payment for
the Units hereunder.

         (b) The  Placement  Agent  agrees to  indemnify  and hold  harmless the
Company  and its  affiliates,  any person who  controls  any of them  within the
meaning of the Act, Section 20(a) of the Exchange Act or any applicable statute,
and each officer, director, employee, agent and representative of the Company or
any of its affiliates from and against any loss, damage,  expense,  liability or
claim  or  actions  or  proceedings  in  respect  thereof  (including,   without
limitation,  reasonable  attorneys' fees and expenses incurred in investigating,
preparing or defending  against any litigation  commenced) which any such person
may incur or which may be made or brought  against any such person,  but only to
the extent the same arises out of or is based upon: (i) any breach of any of the
agreements,  representations  or warranties of the Placement  Agent contained in
this  Agreement,  or  (ii)  any  untrue  statement  of a  material  fact  in any
information provided to the Company in writing by the Placement Agent, expressly
for use in and used in the  Memorandum.  This  indemnity  agreement  by, and the
agreements, warranties and representations of, the Placement Agent shall survive
the offer,  sale and  delivery  of the Units and shall  remain in full force and
effect  regardless  of any  investigation  made by or on  behalf  of any  person
indemnified  hereunder,  and termination of this Agreement and acceptance of any
payment for the Units hereunder.




<PAGE>

                                                   Whitewing Environmental Corp.
                                                              September 10, 2003
                                                                   Page 21 of 24



         (c) If any action is brought against a party (the "INDEMNIFIED  PARTY")
in respect of which  indemnity  may be sought  against one or more other parties
(the  "INDEMNIFYING  PARTY" or "INDEMNIFYING  PARTIES"),  the Indemnified  Party
shall  promptly  notify  the  Indemnifying  Party or  Parties  in writing of the
institution of such action;  provided,  however, the failure to give such notice
shall not release the Indemnifying Party or Parties from its or their obligation
to  indemnify  the  Indemnified   Party  hereunder  except  to  the  extent  the
Indemnifying  Party  actually  incurs damage by reason of such failure and shall
not release the  Indemnifying  Party or Parties  from any other  obligations  or
liabilities to the Indemnified  Party in any event.  The  Indemnifying  Party or
Parties  may at its or their own  expense  elect to assume  the  defense of such
action,  including  the  employment  of  counsel  reasonably  acceptable  to the
Indemnified Party; provided,  however, that no Indemnifying or Indemnified Party
shall consent to the entry of any judgment or enter into any settlement by which
the other party is to be bound without the prior  written  consent of such other
party,  which  consent  shall  not be  unreasonably  withheld.  In the event the
Indemnifying Party or Parties assume a defense hereunder,  the Indemnified Party
shall be entitled to retain its own counsel in connection  therewith and, except
as provided  below,  shall bear the fees and expenses of any such  counsel,  and
counsel to the Indemnified Party or Parties shall cooperate with such counsel to
the  Indemnifying  Party in connection with such  proceeding.  If an Indemnified
Party  reasonably  determines  that there are or may be differing or  additional
defenses  available  to the  Indemnified  Party which are not  available  to the
Indemnifying Party, or that there is or may be a conflict between the respective
positions of the Indemnifying  Party and of the Indemnified  Party in conducting
the defense of any action, then the Indemnifying Party shall bear the reasonable
fees and expenses of any counsel retained by the Indemnified Party in connection
with such proceeding.  All references to the Indemnified Party contained in this
Section 11(c) include,  and extend to and protect with equal effect, any persons
who may control the  Indemnified  Party  within the meaning of the Act,  Section
20(a) of the  Exchange  Act or any  applicable  statute,  any  successor  to the
Indemnified  Party and each of its  partners,  officers,  directors,  employees,
agents and  representatives.  The indemnity agreements set forth in this Section
11  shall  be in  addition  to  any  other  obligations  or  liabilities  of the
Indemnifying  Party  or  Parties  hereunder  or  at  common  law  or  otherwise.
Notwithstanding anything herein to the contrary, in no event shall the Placement
Agent be obligated  to indemnify  any person or entity in an amount in excess of
the gross  consideration  received by the Placement Agent for services  rendered
hereunder.

         (d) If recovery is not available  under the  foregoing  indemnification
provisions  of this Section 11, for any reason other than as specified  therein,
the party entitled to  indemnification by the terms thereof shall be entitled to
contribution  to  losses,  damages,  liabilities  and  expenses  of  the  nature
contemplated by such  indemnification  provisions.  In determining the amount of
such  contribution,  there shall be considered the relative benefits received by
the Company on the one hand, and the Placement  Agent on the other hand from the
Placement  (which  shall be  deemed to be the  portion  of the  proceeds  of the
Placement realized by each party), the parties' relative knowledge and access to
information  concerning the matter with respect to which the claim was asserted,
the  opportunity to correct and prevent any statement or omission,  the relative
culpability of the parties,  the relative  benefits  received by the parties and
any other equitable considerations appropriate under the circumstances. No party
shall be liable for  contribution  with  respect to any action or claim  settled




<PAGE>

                                                   Whitewing Environmental Corp.
                                                              September 10, 2003
                                                                   Page 22 of 24



without its consent.  Any party entitled to  contribution  will,  promptly after
receipt of notice of commencement of any action, suit or proceeding against such
party in respect of which a claim for  contribution  may be made against another
party or parties  under this Section 11,  notify such party or parties from whom
contribution may be sought,  but the omission to so notify such party or parties
shall not relieve the party or parties from whom contribution may be sought from
any  obligation  it or they may have under this  Section  11 or  otherwise.  For
purposes of this Section 11, each  person,  if any, who controls a party to this
Agreement  within the  meaning of Section 15 of the Act or Section  20(a) of the
Exchange  Act shall have the same rights to  contribution  as that party to this
Placement Agreement.

         (e) In any claim for indemnification for United States Federal or state
securities law violations,  the party seeking indemnification shall place before
the  court  the  position  of:  (i) the SEC and (ii) if  applicable,  any  state
securities  commissioner or agency having jurisdiction with respect to the issue
of indemnification for securities law violations.

12.      MISCELLANEOUS

         (a) The  agreements  set forth in this Agreement have been made and are
made  solely for the  benefit  of the  Company,  the  Placement  Agent,  and the
respective affiliates,  heirs, personal representatives and permitted successors
and assigns thereof,  and except as expressly  provided herein nothing expressed
or mentioned  herein is intended or shall be construed to give any other person,
firm or corporation  any legal or equitable  right,  remedy or claim under or in
respect of this Agreement or any  representation,  warranty or agreement  herein
contained.  The term  "successors  and assigns" as used herein shall not include
any purchaser of any Units merely because of such purchase.

         (b) Neither  party will be liable to the other by reason of any failure
in   performances   of  this   Agreement  if  the  failure  arises  out  of  the
unavailability of third party communication facilities or energy sources or acts
of  God,   acts  of   governmental   authority,   fires,   strikes,   delays  in
transportation, riots or war, or any cause beyond the reasonable control of such
party.

         (c) Any notice or other communication required or appropriate under the
provisions of this Agreement shall be given in writing addressed as follows: (i)
if to the Company,  at the address set forth  above,  Attention:  Norman  Raben,
Executive Vice President; and (ii) if to the Placement Agent, Maxim Group, Inc.,
405 Lexington Avenue, New York, NY 10174, Attention:  Mr. Anthony Sarkis; with a
copy to Ellenoff Grossman & Schole LLP, 370 Lexington Avenue, New York, New York
10017, Attention: Barry I. Grossman, Esq., or at such other address as any party
may designate to the others in accordance with this Section 12(c).

         (d) This Agreement  shall be governed and construed in accordance  with
the laws of the State of New York,  without  giving  effect to  conflicts of law
provisions thereof.




<PAGE>

                                                   Whitewing Environmental Corp.
                                                              September 10, 2003
                                                                   Page 23 of 24



         (e) This Agreement constitutes the entire agreement between the parties
hereto  with  respect  to  the  Placement  and  supercedes  any  and  all  prior
agreements,  and may be amended or modified  only by a duly  authorized  writing
signed  by such  parties.  This  Agreement  may be  executed  in any  number  of
counterparts and by facsimile, each of which shall be deemed an original and all
of which shall constitute a single instrument.



                            [SIGNATURE PAGE FOLLOWS]




<PAGE>

                                                   Whitewing Environmental Corp.
                                                              September 10, 2003
                                                                   Page 24 of 24




         This Placement  Agency  Agreement is executed and shall be effective as
of September 10, 2003.

                                              Very truly yours,

                                              MAXIM GROUP, LLC



                                              By: /s/ Anthony Sarkis
                                                  ----------------------------
                                                  Name:  Anthony Sarkis
                                                  Title: Managing Director

ACCEPTED AND AGREED TO:

WHITEWING ENVIRONMENTAL CORP.



By: /s/ Norman Raben
    -----------------------------------
    Name: Norman Raben
    Title: Executive Vice President and Secretary


<PAGE>




                               FIRST AMENDMENT TO

                           PLACEMENT AGENCY AGREEMENT

         This First Amendment to Placement Agency Agreement, dated September 11,
2003,  is entered into by and between  Maxim Group,  LLC ("MAXIM") and Whitewing
Environmental Corp. (the "COMPANY").

                              PRELIMINARY STATEMENT

         A. Maxim and the Company are parties to that certain  Placement  Agency
Agreement, dated as of September 10, 2003 (the "PAA").

         B. Pursuant to Section 12(e) of the PAA,  amendments to the PAA must to
agreed to in writing by Maxim and the Company.

         C.  Maxim and the  Company  desire to amend the PAA in the  manner  set
forth  herein.  Capitalized  terms used but not  defined  herein  shall have the
meanings ascribed such terms in the PAA.

         NOW, THEREFORE, Maxim and the Company hereby amend the PAA as follows:

         1.  Section  3(b)  to the  PAA  is  amended  by  adding  the  following
subparagraph (iii) thereto:

         "(iii) If any Warrants held by any Investors are exercised at any time,
the Company  hereby  agrees to pay to the  Placement  Agent a cash fee,  payable
immediately upon receipt by the Company of the Warrant exercise price,  equal to
five  percent  (5%) of the actual cash funds  received by the Company  upon such
exercise."

         2. Except as amended hereby, the PAA shall remain unchanged and in full
force and effect.

         IN WITNESS WHEREOF,  the parties have executed this amendment as of the
date first written above.


    MAXIM GROUP, LLC                     WHITEWING ENVIRONMENTAL CORP.



    By:  /s/ Anthony Sarkis               By:  /s/ Norman Raben
         ------------------                    ------------------------------
         Name: Anthony J. Sarkis               Name: Norman Raben
         Title:  Managing Director             Title:  Executive Vice President