OMNIBUS
      AMENDMENT AND WAIVER

    


    This
      Omnibus Amendment and Waiver (this “Amendment”),
      dated
      January 8, 2008, by and between Windswept Environmental Group, Inc., a Delaware
      corporation (the “Company”),
      Laurus Master Fund, Ltd., a Cayman Islands company (“Laurus”),
      Valens Offshore SPV I, Ltd., a Cayman Islands company (“VOFSPVI”),
      Valens U.S. SPV I, LLC, a Delaware limited liability company (“VUSSPVI”
and
      together with Laurus and VOFSPVI, the “Holders”
and
      each, a “Holder”)
      and LV
      Administrative Services, Inc. as agent (the “Agent”)
      for
      the benefit of each of the Holders, amends (i) that certain Secured Convertible
      Term Note, dated as of June 30, 2005, issued by the Company in favor of Laurus,
      as amended and restated as of July 13, 2005, as further amended and restated
      as
      of September 8, 2005, as further amended and restated as of October 6, 2005,
      and
      as further amended and restated as of September 29, 2006 and subsequently
      assigned in part by Laurus to VOFSPVI and VUSSPVI (as amended and restated,
      further amended, modified or supplemented from time to time, the “September
      2006 Convertible Note”)
      and
      (ii) that certain Secured Term Note, dated as of January 12, 2007, issued by
      the
      Company in favor of Laurus, as amended and restated as of April 17, 2007, and
      as
      further amended and restated as of July 17, 2007 (as amended and restated,
      further amended, modified, or supplemented from time to time, the “July
      2007 Term
      Note”).
      Capitalized terms used but not defined herein shall have the meanings ascribed
      to such terms in each of the September 2006 Convertible Note and July 2007
      Term
      Note, as applicable. Reference is also made to the Securities Purchase
      Agreement, dated as of June 30, 2005 by and between the Company and Laurus
      (as
      amended, modified or supplemented from time to time, the “Purchase
      Agreement”)
      and
      the Reaffirmation and Ratification Agreement dated as of January 12, 2007 by
      and
      between the Company and Laurus (as amended, modified or supplemented from time
      to time, the “Reaffirmation
      Agreement”
and
      together with the Purchase Agreement, the September 2006 Convertible Note,
      the
      July 2007 Term Note, and the Related Agreements as defined in the Purchase
      Agreement, the “Loan
      Documents”).

     

    PREAMBLE

    


    WHEREAS,
      the
      Company and Holders, as applicable, have agreed to make certain changes to
      the
      September 2006 Convertible Note and July 2007 Term Note as set forth herein;
      and

     

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

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    Waiver
      and Amendment

     

    1. The
      parties hereby acknowledge that certain principal and/or interest payments
      previously due under the terms of the September 2006 Convertible Note have
      been
      waived and deferred (all such amounts the “Prior Deferred Amounts”). Each Holder
      hereby further consents to the deferral of payment of the Monthly Amounts under
      the September 2006 Convertible Note otherwise due on January 7, 2008 and
      February 1, 2008 (the “Deferred Amounts”). Notwithstanding the foregoing, the
      Company hereby covenants and agrees that the Prior Deferred Amounts and the
      Deferred Amounts shall be payable in full on the earlier to occur of the
      Maturity Date and the date upon which all obligations arising under the Loan
      Documents have been paid in full. For the avoidance of doubt, from and after
      March 1, 2008, regularly scheduled amortizing Monthly Amounts required pursuant
      to the terms of the September 2006 Convertible Note will be due and payable
      per
      the terms and on the date set forth in the September 2006 Convertible Note.
      

     

    2. The
      definition of the “Maturity Date” appearing in the July 2007 Term Note is hereby
      amended and extended to “June 30, 2009”.

     

    Miscellaneous
      

     

    3. In
      consideration of the foregoing, the Company hereby agrees that, on the earlier
      to occur of the Maturity Date and the date upon which all obligations arising
      under the Loan Documents have been paid in full, the Company shall pay (i)
      $140,085.33 in cash to Agent (the “Holder
      Payment”)
      which
      Holder Payment shall be distributed by Agent to each Holder as follows:


     

    $7,435.70
      to VOFSPVI (the “VOF Payment”)

    $5,466.13
      to VUSSPVI (the “VUS Payment”)

    $127,183.50
      to Laurus (the “Laurus Payment”)

    


    and
      (ii)
      $9,916.67 in cash to Laurus Capital Management, LLC (“LCM”)
      (the
“LCM
      Payment”),
      in
      each case in addition to all other obligations arising under the Loan
      Documents.

    


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


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    


    The
      LCM
      Payment is a non-refundable payment, which payment is intended to defray certain
      of LCM’s due diligence, legal and other expenses incurred in connection with
      this Agreement and all related matters.

    


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

     

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

     

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

     

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

     

    [signature
      page follows]

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


     

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

    
 

    
      	
              COMPANY:

            	 	
               HOLDERS:

            
	 	 	 
	
              Windswept
                Environmental Group, Inc.

            	 	
               Laurus
                Master Fund, Ltd.

               By:
                Laurus Capital Management, LLC, its

               investment
                manager

            
	 	 	 
	 	 	 
	
              By:

            	
              /s/
                Michael O’Reilly

            	 	
               By:

            	/s/
              Scott Bluestein
	
              Name:

            	Michael
              O’Reilly	 	
               Name:

            	Scott
              Bluestein
	
              Title:

            	President
&
CEO	 	
               Title:

            	Authorized
              Signatory


    

     

    
      
        	
                 

              	 	
                
                  Valens
                    Offshore SPV I, Ltd.

                  By:
                    Valens Capital Management, LLC, its

                  investment
                    manager

                

              
	 	 	 
	
                 

              	 	
                 

              
	
                 

              	  
	 	
                 By:

              	/s/
                Scott Bluestein
	
                 

              	  
	 	
                 Name:

              	Scott
                Bluestein
	
                 

              	  
	 	
                 Title:

              	Authorized
                Signatory


      

    

     

    
      
        
          	
                   

                	 	
                  
                    
                      Valens
                        U.S. SPV I, LLC

                      By:
                        Valens Capital Management, LLC, its

                      investment
                        manager

                    

                  

                
	 	 	 
	 	 	 
	
                   

                	  
	 	
                   By:

                	/s/
                  Scott Bluestein
	
                   

                	  
	 	
                   Name:

                	Scott
                  Bluestein
	
                   

                	  
	 	
                   Title:

                	Authorized
                  Signatory


        

      

       

      AGENT:

       

      
        
          
            
              	
                       

                    	 	
                      
                        
                          
                            LV
                              Administrative Service, Inc. as Agent

                          

                        

                      

                    
	
                       

                    	  
	 	
                       By:

                    	/s/
                      Scott Bluestein
	
                       

                    	  
	 	
                       Name:

                    	Scott
                      Bluestein
	
                       

                    	  
	 	
                       Title:

                    	Authorized
                      Signatory


            

          

           

           

        

      

    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    

      
        	 	 	 
	
                AGREED
                  AND ACKNOWLEDGED:

              	 
	 	 	 
	
                TRADE-WINDS
                  ENVIRONMENTAL

              	 
	
                RESTORATION
                  INC.

              	 
	 	 	 
	 	 	 
	
                 By:

              	
                /s/
                  Michael O’Reilly

              	 
	
                 Name:

              	
                 Michael
                  O’Reilly

              	 
	
                 Title:

              	
                President
                  & CEO

              	 
	 	 	 
	
                NORTH
                  ATLANTIC LABORATORIES, INC.

              	 
	 	 	 
	 	 	 
	
                 By:

              	
                /s/
                  Michael O’Reilly

              	 
	
                 Name:

              	
                Michael
                  O’Reilly

              	 
	
                 Title:

              	
                President
                  & CEO

              	 
	 	 	 
	
                ENVIRONMENTAL
                  RESTORATION, INC.

              	 
	 	 	 
	 	 	 
	
                 By:

              	
                /s/
                  Michael O’Reilly

              	 
	
                 Name:

              	
                Michael
                  O’Reilly

              	 
	
                 Title:

              	
                President
                  & CEO

              	 
	 	 	 
	
                RESTORENET,
                  INC.

              	 
	 	 	 
	 	 	 
	
                 By:

              	
                /s/
                  Michael O’Reilly

              	 
	
                 Name:

              	
                Michael
                  O’Reilly

              	 
	
                 Title:

              	
                President
                  & CEO

              	 
	 	 	 


      
 

    
      
        
        

      

      
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