Exhibit 10.1


                       AMENDMENT AND FEE WAIVER AGREEMENT

     This Amendment and Fee Waiver  Agreement dated as of February 28, 2006 (the
"Amendment and Fee Waiver  Agreement") is entered into by and between  Windswept
Environmental Group, Inc., a Delaware  corporation (the "Borrower"),  and Laurus
Master Fund, Ltd., a Cayman Islands company  ("Laurus"),  and is effective as of
February 28, 2006.  Capitalized terms used herein without  definition shall have
the meanings  ascribed to such terms in the  Securities  Purchase  Agreement (as
defined below) and the Note (as defined below).

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

     WHEREAS,  the Borrower and Laurus  entered  into  Amendment  and Fee Waiver
Agreements   dated  as  of   November   23,  2005  and  January  13,  2006  (the
"Amendments");

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

     WHEREAS,  pursuant  to Section 6 of the Option and Section 1 of each of the
Amendments,  the  Borrower  is  obligated  to reserve  from its  authorized  and
unissued Common Stock a sufficient  number of shares to provide for the issuance
of  shares  upon  the  full  exercise  of  the  Option,   after  the  Additional
Authorization Date;

     WHEREAS,  pursuant to Section 6 of the Warrant and Section 1 of each of the
Amendments,  the  Borrower  is  obligated  to reserve  from its  authorized  and
unissued Common Stock a sufficient  number of shares to provide for the issuance
of  shares  upon  the full  conversion  of the  Warrant,  after  the  Additional
Authorization Date;

     WHEREAS,  the Borrower  entered into a securities  purchase  agreement with
Laurus on June 30,  2005 (the  "Securities  Purchase  Agreement")  to set forth,
among other  things,  the terms of the issuance of the Note,  the Option and the
Warrant;


<PAGE>


     WHEREAS,  pursuant to Section 4.3(d) of the Securities  Purchase  Agreement
and Section 1 of each of the  Amendments,  the  Borrower is obligated to reserve
from its authorized and unissued  Common Stock a sufficient  number of shares to
provide for the issuance of shares upon the full  conversion  and/or exercise of
the Note, the Warrant and the Option, after the Additional Authorization Date;

     WHEREAS,  Laurus has agreed to extend the Additional  Authorization Date to
the  earlier  of (x)  April  1,  2006 and (y) the  date of the  Borrower's  next
shareholder's meeting;

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

     WHEREAS,  Laurus has agreed to extend the deadline for the Borrower to have
its Registration  Statement  declared  effective under the  Registration  Rights
Agreement until April 1, 2006;

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

     o    1.5% for the first 30 day period beginning on March 2, 2006;

     o    2.0% thereafter and

     WHEREAS,  Laurus has hereby  agreed to postpone  the date by which any Fees
may accrue and become payable until April 2, 2006.

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

     1.  Extension of Time for  Reservation  of Authorized  and Unissued  Common
         -----------------------------------------------------------------------
Stock.  Laurus  hereby  agrees that the date by which the Borrower  must reserve
-----
from its authorized and unissued  Common Stock a sufficient  number of shares to
provide for the issuance or  conversion  of shares upon full  conversion  of the
Note,  the  Warrant  and the Option will be the earlier to occur of (x) April 1,
2006  and (y) the  date  of the  Borrower's  next  shareholders'  meeting.  This
modification shall apply to the following:

     o    the Note;


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<PAGE>


     o    the Option;

     o    the Warrant; and

     o    the Securities Purchase Agreement.

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

     3.  Postponement.  Laurus  hereby  agrees to postpone the date by which any
         ------------
Fees may accrue and become payable until April 2, 2006.

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

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

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

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

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

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


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<PAGE>


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




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<PAGE>

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



                                    WINDSWEPT ENVIRONMENTAL GROUP, INC.

                                    By:  /s/Andrew C. Lunetta
                                        --------------------------------
                                        Name:  Andrew C. Lunetta
                                        Title:  Chief Financial Officer


                                    LAURUS MASTER FUND, LTD.

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



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