MANAGEMENT
      AGREEMENT

     

    This
      Agreement made this 25th day of September, 2008 by and between Windswept
      Environmental, Inc., DBA Tradewinds Environmental, and its affiliates
      Environmental Restoration, Inc. and Restorenet, Inc., (individually and
      collectively the “Client”), with its principal place of business at 895 Waverly
      Ave., Holtsville NY 11742 (“Facility”) and NachmanHaysBrownstein, Inc. with
      offices at 822 Montgomery Avenue, Suite 204, Narberth, PA 19072
      (“Manager”).

     

    WHEREAS,
      Client’s
      secured lender, Laurus Capital Management LLC, has required that Client engage
      a
      Chief Restructuring Officer in order to assist
      in
      obtaining
      additional financing; and

     

    WHEREAS,
      Client’s
      Board of Directors has voted to appoint a Chief Restructuring Officer (“CRO”) to
direct
      the
      restructuring of Client’s business; and

     

    WHEREAS,
      Client
      and Board of Directors desires to retain the services of Manager as set forth
      herein in accordance with the terms and conditions of this Agreement;
      and

     

    WHEREAS,
      Manager
agrees
      to use
      its best efforts to
      provide the services to Client as set forth herein, in accordance with the
      terms
      and conditions of this Agreement.

     

    NOW
      THEREFORE,
      in
      consideration of the mutual promises set forth herein, and intending to be
      legally bound, Client and Manager hereby agree as follows:

     

    
      	I)	
              SERVICES
                TO BE RENDERED ON A REASONABLE EFFORTS
                BASIS

            


    

     

    	A)  	
            The
              duties of Manager and
              the CRO in
              its conduct of their
              business
              on a reasonable efforts basis, on behalf of Client will include, without
              limitation and as appropriate, after consultation with Michael O’Reilly,
              CEO:

          


     

    	1)  	
            Day
              to day operational and/or financial management of Client, in Manager’s
              capacity as Chief Restructuring Officer of
              Client

          


     

    	2)  	
            Negotiation
              and execution of financing relationships, including preparation of
              a
              situational analysis/business plan for submission to potential
              lenders
              in
              consultation with the CEO and the Board.

          


     

    	3)  	
            Negotiation
              of and amendments to contracts.

          


     

    	4)  	
            The
              compromise of accounts payable and receivable and of notes payable
              and
              receivable.

          


     

    	5)  	
            The
              hiring and discharge of employees.

          


     

    	6)  	
            Disbursement
              of funds.

          


     

    
      
         

      

      
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    	7)  	
            Direct
              communication with Client’s lenders, vendors, customers and
              employees.

          


     

    	B)  	
            Manager
              shall be duly elected to the office of Chief Restructuring Officer
              in
              accordance with the by-laws of Client, and the by-laws or other proper
              corporate resolutions of Client shall authorize Manager to perform
              the
              duties set forth in this Management Agreement.

          


     

    	C)  	
            The
              Manager and the CRO shall be afforded
              the same insurance coverage and indemnification rights as any
              officer and director of
              the company,
              as Client shall have in effect from time to
              time.

          


     

    	D)  	
            Notwithstanding
              the foregoing, Manager shall have:

          


     

    	1)  	
            No
              duty or authority to enter into any contract or to pursue a course
              of
              action which requires the approval of the Board of Directors of Client
              without having first obtained such
              approval;

          


     

    	2)  	
            No
              duty, no responsibility, and no authority with respect to regulatory
              compliance duties, including without limitation: (a) the management,
              handling, transport, disposal or remediation of hazardous waste or
              hazardous substances; (b) compliance with applicable federal, state
              or
              local statutes, ordinances, regulations orders and requirements of
              common
              law in any way affecting or pertaining to health, safety or the
              environment; and (c) filings with federal and state securities authorities
              and filings and payments to federal, state, and local taxing
              authorities,
              provided that Manager shall have responsibility for any willful misconduct
              and gross negligence relating to such compliance duties,
              and;

          


     

    	3)  	
            In
              acting on behalf of Client, no duty to nor any authority to enter into
              any
              agreement with Manager (other than as necessary to carry out the terms
              of
              this Agreement) nor to extend, renew, modify, amend or terminate this
              Agreement.

          


     

    	E)  	
            Manager
              acknowledges that it is working in concert with the
              CEO
              and the Board,
              and will remain in close communications with both parties throughout
              this
              assignment.

          


     

    
      	II)	
              REPORTING
                RESPONSIBILITY

            


    

     

    	A)  	
            The
              Manager shall report to the Board of Directors of Client with daily
              reporting to Michael O’Reilly in his capacity as
              CEO.

          


     

    
      	III)	
              REGULATORY
                COMPLIANCE

            


    

     

    	A)  	
            All
              regulatory compliance decisions are the responsibility of Client; and,
              without limitation, except
              as expressly provided above with respect to willful misconduct and
              gross
              negligence, Manager
              shall have no duty, no responsibility, and no authority with respect
              to
              regulatory compliance duties, including, without limitation: (1) the
              management, handling, transport, disposal or remediation of hazardous
              wastes or hazardous substances; (2) compliance with applicable federal,
              state or local statutes, ordinances, regulations, orders and requirements
              of common law in any way affecting or pertaining to health, safety
              or the
              environment; and (3) filings with federal and state securities authorities
              and federal, state and local taxing
              authorities.

          


     

    
      
         

      

      
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      	IV)	
              TERM
                OF AGREEMENT

            


    

     

    	A)  	
            This
              Agreement will commence at the beginning of business the date of this
              Agreement and end at the close of business March
              31,
              2009 (“Ending Date”) unless ended earlier by the terms of this Agreement.
              In the event either party to the other does not afford written notice
              of
              termination of this Agreement within 15 days of any Ending Date, the
              Ending Date shall be deemed extended by one
              month.

          


     

    	B)  	
            Notwithstanding
              the foregoing Section II (A), this Agreement shall terminate upon three
              (3) days written notice by either party to the other as provided herein.
              However, Client acknowledges that this Agreement is a precondition
              to
              obtaining additional secured financing and that Client shall not terminate
              this Agreement without the prior written consent of Laurus.

          


     

    
      	V)	
              PLACE
                OF WORK

            


    

     

    	A)  	
            Manager’s
              services shall be performed at Client’s Facility and at Clients various
              worksites as determined by Manager.

          


     

    
      	VI)	
              FEES
                TO MANAGER

            


    

     

    	A)  	
            Retainer

          


    Client
      agrees to pay to Manager a retainer of $50,000 upon execution of the Agreement,
      to be maintained as security throughout the term of this Agreement, to be
      applied if necessary against the final invoice for fees and expenses and the
      balance, if any, to be refunded to Client without interest.

     

    	B)  	
            Fees
              and expenses

          


    Client
      agrees to pay fees for services rendered by personnel of Manager based upon
      the
      daily and hourly rates regularly charged by Manager for the services of its
      personnel, as such rates may be adjusted from time to time. Client agrees to
      reimburse Manager for expenses incurred by Manager by reason of this Agreement
      for travel, including air travel and rental car, and for lodging and meal
      expenses whenever Manager’s personnel are away from home. Manager agrees to use
      its best efforts to keep such expenses at the lowest practical level. Travel
      time will be billed at one-half the normal hourly rate,
      except
      travel to and from work at the beginning and end of the work day shall not
      be
      charged to Client.
      This
      travel exemption shall not apply to travel to and from the Facility from
      Manager’s or CRO’s place of residence.

     

     


    
      
         

      

      
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    Hourly
      Rate

     

    
      	 	
              Hourly
                Rates

            
	
              Principal
                & Supervising Managing Director

            	
              $400.00

            
	
              Managing
                Director serving as CRO

            	
              $300.00

            
	
              Other
                Professional Staff

            	
              $150.00
                - $350.00

            


    

     

    	C)  	
            The
              CRO will cap his fees at $2,400 per day. Total Manager weekly fees
              and
              expenses,
              including the fees of the CRO,
              will be capped at $20,000 per week.

          


     

    	D)  	
            Manager
              shall strive to work efficiently and will attempt to use in-house
              resources as possible as feasible and limit the use of Other Professional
              Staff.

          


     

    	E)  	
            Manager
              shall maintain and submit time slips documenting its activities in
              accordance with its normal billing
              procedures.

          


     

    	F)  	
            Billing
              and Payment

          


    Manager
      agrees to render bi-weekly invoices to Client for fees and expenses of its
      personnel, and any delay in rendering such invoices shall not constitute a
      waiver of such fees and expenses. Client agrees to pay such invoices within
      two
      business days of receipt by wire transfer to Manager’s bank ABA# 031-000053
      Account #86-0583-9972 at PNC Bank in Philadelphia, PA, with telephone
      notification to Judy Sacher at 610-660-0060, Extension 227. Alternatively,
      payments may be made by certified or cashier’s check within two business days of
      receipt.

     

    	G)  	
            Taxes

          


    Client
      agrees that all taxes due by reason of amounts payable, or paid, to Manager
      under this Section VI (for instance, sales taxes) are the responsibility of
      and
      to be paid by Client, other than federal, state, and local taxes of the
      Manager’s place of residence.

     

    
      	VII)	
              STATUS
                OF MANAGER

            


    

     

    	A)  	
            Michael
              W. Savage will be the individual designated by Manager to act as the
              Chief
              Restructuring Officer, in performing this Agreement (the “Individual
              Manager”). Until such time as Client receives written notification to the
              contrary from Manager such Individual Manager has full authority to
              carry
              out this Agreement on behalf of Manager.

          


     

    	B)  	
            Other
              representative of Manager shall be considered representatives of the
              Chief
              Restructuring Officer and shall have the authority to act as directed
              by
              the CRO.

          


     

    	C)  	
            Manager
              has authority to terminate Individual Manager as the individual performing
              the duties for Manager under this Agreement and to substitute another
              individual to perform its duties under this Agreement. Client shall
              be
              afforded written notification of such termination and
              substitution.

          


     

    
      
         

      

      
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    	D)  	
            Manager
              and Individual Manager shall perform all services as independent
              contractors and not as employees of Client, and neither Manager nor
              Individual Manager shall receive any remuneration from Client, including
              participation in disability, retirement, pension, profit sharing or
              other
              benefit or deferred compensation plans of Client, other than as set
              forth
              herein. The name of the Manager, and its personnel including the
              Individual Manager, shall not be set forth in any document of the Client,
              or otherwise used by the Client, unless the Manager in acting for Client
              sets forth such name(s) or the Manager shall have previously consented
              thereto in writing.

          


     

    
      	VIII)	
              INDEMNIFICATION
                AND HOLD HARMLESS

            


    

     

    	A)  	
            Indemnification
              and Hold Harmless

          


     

    	1)  	
            Unpaid
              Employee Payroll, Payroll Taxes and Sales
              Taxes

          


    At
      the
      time of this Agreement, Client may have accrued an unmet payroll liability.
      Additionally, Client may have improperly diverted an undetermined amount of
      trust fund taxes, including employee withholding and sales taxes. Client’s
      current management and owners acknowledge that they may face personal and/or
      criminal liability for these unpaid taxes and specifically indemnify Manager
      for
      any and all liability arising from these taxes,
      except
      for Manager’s willful misconduct or gross negligence. The Client
      agrees
      to
      assume all costs, including but not limited to attorney’s fees, in the
      performance of this indemnify to Manager.

     

    	2)  	
            Workers
              Compensation Insurance

          


    At
      the
      time of this Agreement, Client acknowledges that it has allowed its workers
      compensation insurance to lapse and may therefore be operating its business
      in
      violation law. Client agrees to accept full responsibility for such possible
      illegal operations. The
      Client
      agrees
      to fully
      and collectively indemnify Manager for any and all consequences arising from
      operating without workers compensation insurance and to assume all costs,
      including but not limited to attorney’s fees, in the performance of this
      indemnify to Manager,
      except
      for Manager’s gross negligence or willful misconduct.
      Client
      is obligated to maintain full workers compensation insurance as required by
      law
      during the entire term of this Agreement and Client certifies that such
      insurance is in place prior to its execution of this Agreement. Client
      acknowledges that, notwithstanding any other provision of this Agreement, breach
      of this provision may result in the immediate resignation of Manager as
      CRO.

     

    	3)  	
            General
              Indemnity

          


    Client
      agrees to indemnify and hold harmless Manager, to the full extent lawful,
      against any and all losses, actions, claims, damages, liabilities or costs
      including reasonable legal fees and expenses,
      except
      for claims and obligations arising from Manager’s gross negligence or willful
      misconduct
      (collectively, “Loss”), whether or not in connection with a matter in which
      Manager is a party, as and when incurred, directly or indirectly, caused by,
      relating to, based upon or arising out of Manager acting for Client pursuant
      to
      this Agreement. Manager shall not be held liable for errors in judgment.
      Notwithstanding the foregoing, Client shall have no duty to indemnify or to
      hold
      harmless Manager for any loss, action, claim, damage, liability or cost to
      the
      extent such Loss is found, in a final judgment by a court of competent
      jurisdiction, to have resulted primarily and directly from the willful
      misconduct or unlawful activities of Manager.

     

    
      
         

      

      
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    	B)  	
            Limitation
              of Liability

          


    Client
      and its subsidiaries agree that Manager’s liability to Client, to the extent not
      otherwise limited, indemnified or held harmless hereunder, is further limited
      to
      the amount of fees paid to Manager hereunder.

     

    	C)  	
            Included
              Indemnitees

          


    Subject
      to the exceptions expressly herein contained, the
      indemnification and hold harmless provisions shall be in addition to any
      liability which Client may otherwise have to Manager and shall include in
      addition to Manager, the Individual Manager(s) performing this Agreement,
      Manager’s affiliated entities, directors, officers, employees, agents and
      controlling persons of Manager within the meaning of the federal securities
      laws. All references to Manager in these indemnification and hold harmless
      provisions shall be understood to include any and all of the
      foregoing.

     

    	D)  	
            Counsel
              and Notification of Client

          


    If
      any
      claim, action, proceeding, or investigation is commenced as to which Manager
      proposes to demand such indemnification and to be held harmless, it will notify
      Client promptly upon becoming aware of any such action, proceeding or
      investigation. Manager will have the right to retain counsel of its own choice
      to represent it, and Client will pay the reasonable fees and expenses of such
      counsel; and such counsel shall to its fullest extent consistent with its
      professional responsibilities cooperate with Client and any counsel designated
      by it. Client will only be liable for any settlement of any claim against
      Manager made with Client’s written consent, which consent shall not be
      unreasonably withheld.

     

    	E)  	
            Duration

          


    Neither
      termination nor completion of the engagement of Manager pursuant to the CRO
      Agreement shall affect the indemnification and hold harmless provisions which
      shall remain operative and in full force and effect.

     

    	F)  	
            Health,
              Safety and Environmental Inclusion

          


    For
      purposes of indemnifying and holding Manager harmless from any breach of the
      representations, warranties and covenants set forth hereunder, Client agrees
      to
      indemnify and hold harmless Manager to the full extent set forth
      hereunder.

     

    	G)  	
            In
              the event of litigation between Client and Manager, the prevailing
              party
              shall be entitled to recover its reasonable fees and expenses, including
              attorney’s fees.

          


     

    

      
        
           

        

        
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      	IX)	
              INFORMATION
                AND CONFIDENTIALITY

            


    

     

    	A)  	
            Information

          


    The
      Client agrees to provide access to all financial and other information and
      records, and to Client’s directors, officers, employees, and representatives,
      creditors and other stakeholders, as Manager deems
      appropriate.

     

    	B)  	
            Confidentiality

          


    Manager
      agrees that all information, whether or not in writing, of a private, secret
      or
      confidential nature concerning Client is and shall remain the exclusive property
      of Client, and no such information shall be divulged by Manager to third
      parties, unless
      such information becomes public knowledge or is required by order of a court.
      Client acknowledges that Manager has been tasked with maintaining relations
      with
      Client’s secured lender and specifically authorizes Manager to divulge Client’s
      confidential information to Laurus Capital Management LLC and its affiliates
      in
      executing this responsibility.

     

    	C)  	
            Personnel
              Disclosure

          


    Client
      is
      responsible for bringing matters (i.e., sexual harassment, substance abuse)
      to
      Manager.

     

    	D)  	
            Representations

          


    Client
      is
      unaware of any material misrepresentations or misstatement with the exceptions
      of the following:

     

    
      	X)	
              ENGAGEMENT
                OF OTHERS

            


    

     

    When
      Client requests or agrees that Manager shall arrange for services of a
      third-party, Client will compensate third-party service providers, including,
      without limitation, attorneys, accountants, financial managers, brokers, and
      property managers, in accordance with the agreed compensation terms of such
      third-parties.

     

    
      	XI)	
              HEALTH,
                SAFETY AND ENVIRONMENTAL REPRESENTATIONS, WARRANTIES, AND
                COVENANTS

            


    

     

    	A)  	
            Client
              represents and warrants that, to the best of its
              knowledge:

          


     

    	1)  	
            All
              activities and operations of Client, including without limitation,
              those
              at the Facility, have been and are being conducted in compliance with
              all
              applicable federal, state and local environmental, health, and safety
              statutes, ordinances, regulations and orders and requirements of common
              law (“Environmental Statutes”).

          


     

    	2)  	
            No
              Hazardous Substance (as herein defined) is present in, on, over or
              under
              or is migrating from the Facility (or at other facilities owned or
              leased
              by Client or its subsidiaries (collectively, “Client Facilities”)) in a
              manner as may require remediation under any Environmental Statutes
              or, to
              Client’s knowledge, is present in, on, over or under any adjacent premises
              or is migrating to the Facility or to Client Facilities. The term
              “Hazardous Substances” means substances and materials that are regulated
              pursuant to Environmental Statutes including, without limitation,
              substances and materials that are or contain hazardous substances,
              hazardous wastes, hazardous materials, toxic substances, regulated
              substances, and petroleum as those terms are defined pursuant to any
              Environmental Statute.

          


     

    
      
         

      

      
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    	3)  	
            Client
              has obtained and maintained and is in compliance with all registrations,
              licenses, permits and approvals, including amendments thereto, issued
              by
              governmental agencies pursuant to Environmental Statutes and all are
              in
              full force and effect.

          


     

    	4)  	
            The
              generation, handling, treatment, storage, transportation and disposal
              of
              Hazardous Substances and waste by, or on behalf of, Client was and
              is in
              compliance with all applicable federal, state and local laws, ordinances
              and regulations, including Environmental
              Statutes.

          


     

    	5)  	
            Client
              has not received any notice of any violation of or investigation or
              claim
              of liability under any Environmental Statute regarding or relating
              to the
              Facility and Client Facilities and their operation or notice of any
              investigation or potential liability of Client regarding any other
              facility including, without limitation, those to which Client, Client
              Facilities or the Facility sent Hazardous Substances or waste for
              handling, treatment, storage or disposal (“Other
              Facilities”).

          


     

    	6)  	
            Neither
              the Facility, Client Facilities, nor any Other Facility is listed or
              proposed for listing on the National Priorities List or the Comprehensive
              Environmental Response, Compensation and Liability Information System
              list
              promulgated pursuant to the Comprehensive Environmental Response,
              Compensation and Liability Act, 42 U.S.C. 9601 et seq.,
              as amended, or any analogous state or local
              list.

          


     

    	B)  	
            Client
              agrees hereafter to remain in compliance with all Environmental
              Statutes.

          


     

    
      	XII)	
              MISCELLANEOUS
                PROVISIONS

            


    

     

    	A)  	
            Entire
              Agreement

          


     

    	1)  	
            This
              Agreement constitutes the entire understanding and agreement between
              the
              parties hereto with respect to the subject matter hereof and may not
              be
              amended, changed, modified, or supplemented, except in writing signed
              by
              each party.

          


     

    	B)  	
            Assignment

          


     

    	1)  	
            Neither
              party shall sell, assign, convey or otherwise transfer this Agreement,
              or
              any of the rights, interests or obligations hereunder to any other
              party
              without the prior written consent of the other party, except that Manager
              may assign this Agreement to a corporation in which Thomas D. Hays
              III or
              Howard Brod Brownstein is a shareholder.

          


     

    
      
         

      

      
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    	C)  	
            Notices

          


     

    	1)  	
            Any
              written notice required to be given hereunder shall be validly given
              if
              delivered personally or sent by registered or certified mail, postage
              prepaid, to the address of the party set forth in the opening paragraph
              of
              this Agreement, or to such other address as one party shall provide
              in
              writing to the other in accordance with this
              paragraph.

          


     

    	D)  	
            Interpretation

          


     

    	1)  	
            The
              internal laws of the Commonwealth of Pennsylvania applicable to Agreements
              made and to be fully performed therein shall govern the validity,
              interpretation, and enforcement of this
              Agreement.

          


     

    	E)  	
            Waiver

          


     

    	1)  	
            The
              waiver of any breach of any provision of this Agreement by a party
              to this
              Agreement shall not operate or be construed as a waiver of any subsequent
              breach by such party.

          


     

    	F)  	
            Separability
              of Provisions

          


     

    	1)  	
            If
              any provision of this Agreement shall be or become illegal or
              unenforceable in whole or in part for any reason whatsoever, the remaining
              provisions shall nevertheless be deemed, valid, binding and
              subsisting.

          


     

    	G)  	
            Headings
              and Paragraphs

          


     

    	1)  	
            The
              headings and paragraphs of this Agreement are for convenience only
              and
              shall not affect the interpretation of this
              Agreement.

          


     

    
      	XIII)	
              DISCLOSURE

            


    

     

    	A)  	
            Manager
              has many relationships in the business community involving lenders,
              law
              firms, accounting firms, consulting firms, independent consultant
              contractors, and others. These relationships may include Manager in
              the
              past or currently: receiving client referrals, providing client referrals,
              providing or receiving professional services, employing employees or
              contractors or serving as a contractor, and other types of relationships.
              These relationships may include lenders, professionals or others that
              have
              a connection with Client and/or Manager’s services provided under this
              Agreement. Such relationships are expected to continue and new ones
              may
              begin during the provision of services hereunder. Manager represents
              that
              its independence in providing services hereunder is not compromised
              by
              such relationships, and is willing to confer with Client at Client’s
              request concerning the specific nature of any such relationships Manager
              may have.

          


     

    	B)  	
            Manager
              and Individual Manager were engaged by Laurus Capital Management LLC,
              (“Laurus”) during the one-week period of September 16, 2008 through
              September 22, 2008 to conduct an assessment of Client. Manager and
              Individual Manager have had continued conversations with Laurus since
              this
              one-week assessment. Laurus is the primary secured creditor of Client
              and
              Manager acknowledges that during this initial assessment period it
              represented Client’s secured creditor, who might have a position that is
              contrary to Client’s other stakeholders. Both Manager and Individual
              Manager do not believe that this prior assignment will cause Manager
              or
              Individual Manager from unduly favoring Laurus or prevent them from
              dutifully representing all of Client’s stakeholders in order of priority,
              as appropriate in light of the financial situation of
              Client.

          


     

    
      
         

      

      
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    	C)  	
            Manager
              and Individual Manager conducted an assessment for Laurus Capital
              Management of Verso Technologies, Inc. during the week of April 14,
              2008.
              Manager and Individual Manager were retained on April 28, 2008 as Chief
              Administrative Officer of Verso Technologies, Inc. and its affiliates
              (collectively “Verso”) and directed Verso’s operations during its Chapter
              11 bankruptcy in a case filed in the Northern District of Georgia.
              Laurus
              and its affiliates were the secured lender of Verso. The plan developed
              and implemented by Manager and Individual Manager resulted in payment
              in
              full to Laurus by Verso. Manager, Individual Manager and Client agree
              that
              this past success is an indication of Manager’s and Individual Manager’s
              expertise and that such record will not prevent Manager or Individual
              Manager from fully acting in the best interests of
              Client.

          


     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement on the
      day
      and year first above written.

     

    WINDSWEPT
      ENVIRONMENTAL, INC.

     

    Michael
      O’Reilly (conformed)

     

    By: 
      Michael
      O’Reilly

     

    Its:
      Chief Executive Officer

     

    NACHMANHAYSBROWNSTEIN,
      INC.

     

    Harvey
      L. Nachman (conformed)

     

    By:
      Harvey L. Nachman

     

    Principal

     

    
      
         

      

      
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