LINE OF CREDIT NOTE

                                                             Bay Shore, New York
$1,000,000.00                                                  November 4, 2000


          FOR VALUE RECEIVED,  the undersigned,  WINDSWEPT  ENVIRONMENTAL GROUP,
INC.,  a  Delaware  corporation  with its  principal  place of  business  at 100
Sweeneydale Avenue,  Bayshore, New York 11706 ("Maker"),  hereby unconditionally
promises  to pay to the order of  Spotless  Plastics  (USA),  Inc.,  a  Delaware
corporation  with  its  principal  place  of  business  at  150  Motor  Parkway,
Hauppauge,  New York 11788 ("Payee"), at the principal offices of Payee, or such
other  address as Payee may direct in writing to Maker,  in lawful  money of the
United  States of America and in  immediately  available  funds,  the  principal
amount of ONE MILLION DOLLARS  ($1,000,000.00),  or such lesser amount as is due
hereunder, with interest on the unpaid balance of said principal amount from the
date of  disbursement  to and including the date of repayment at the rate of ten
percent (10%) per annum. Interest shall be calculated daily, on the basis of the
actual  number of days elapsed in a 360 day year of twelve  30-day  months,  and
capitalized  by the addition of such accrued  interest to the  principal  amount
outstanding  on the  first  day of each and  every  calendar  month in which any
obligation  under this Line of Credit Note (this "Note") is  outstanding.  In no
event shall the rate of interest  hereunder  exceed that permitted by law and if
fulfillment  of the  obligations  hereunder  would  violate  the usury  limit of
applicable law, the obligations  hereunder shall be automatically reduced to the
limit of validity.

          The initial  principal  amount of indebtedness  evidenced hereby shall
equal the initial advance made by Payee to Maker. Payee shall advance additional
monies  pursuant to this Note from time to time upon the request of Maker. It is
therefore  contemplated that the indebtedness  evidenced hereby may increase and
decrease from time to time but in no event shall the maximum amount  outstanding
at any one time  exceed  the  principal  amount of  $1,000,000  under this Note,
without the prior written consent of Payee.  Payee is authorized and directed to
endorse  on the  Schedule  to this Note the date and  amount of each  advance of
funds to Maker,  the monthly  capitalization  of all accrued  interest,  and any
payments, whether principal or interest, made by Maker under this Note, and such
endorsement  shall be prima facie  evidence of such advance,  capitalization  or
payment.  Nothing herein shall be construed as a warranty or  representation  by
Payee that it will at any time advance additional funds to Maker and any request
for  additional  advances  hereunder  shall be subject to review and approval by
Payee.

          Maker shall tender to Payee any and all amounts  received  directly or
indirectly from Turner  Construction  Company ("TCC"),  pursuant to that certain
Agreement,  dated November 3, 2000 (the "TCC Agreement),  between Maker's wholly
owned subsidiary,  Trade-Winds Environmental Restoration Inc., and TCC, relating
to a remediation project in the Bear Stearns Building, located at 100 Vanderbilt
Avenue in New York, New York, as set forth in the TCC Agreement,  for so long as
any amount is outstanding  under this Note. In no event shall Maker be obligated
to pay amounts in excess of the amounts  outstanding under this Note to Maker at
any time.  Maker may, at its option, repay amounts  outstanding  under this Note
to Maker from other sources.

<PAGE>

          The occurrence of any one of the following  events shall constitute an
event of default hereunder:

          (a)  Maker shall fail to pay any amount when due hereunder;

          (b)  Maker  shall  violate  the  terms of this Note or of the Security
     Agreement,  dated as of the date  hereof,  between  Payee and  Maker,  in a
     material manner;

          (c)  Maker  shall  commence  a  voluntary   case  under  the   federal
     bankruptcy laws, shall seek to take advantage of any insolvency laws, shall
     make an assignment for the benefit of creditors,  shall apply for,  consent
     to or acquiesce in the appointment of, or taking  possession by, a trustee,
     receiver,  custodian  or  similar  official  or  agent  for  Maker  or  any
     substantial part of Maker's property,  or shall take any action authorizing
     or seeking to effect any of the foregoing;

          (d)  A  trustee,  receiver,  custodian  or  similar  official or agent
     shall be appointed for Maker or any substantial  part of Maker's  property,
     or all or any  substantial  part of the  property  of Maker  is  condemned,
     seized or otherwise appropriated by any governmental authority;

          (e)  Maker  shall   have  an   order  or  decree  for  relief  in  any
     voluntary or  involuntary  case under the federal  bankruptcy  laws entered
     against   it,  or  any   involuntary   petition   seeking   reorganization,
     liquidation,  readjustment,  arrangement,  composition,  or  other  similar
     relief as to Maker under the federal  bankruptcy  laws,  or any similar law
     for the relief of debtors,  shall be brought and shall be  consented  to or
     shall remain undismissed;

          In the event that an event of default  described in paragraphs  (d) or
(e) above is cured by Maker,  such event shall no longer  constitute an event of
default.

          Not in limitation  of any other right under any other  agreement or at
law or in equity,  if any event of default  hereunder  shall have occurred,  all
obligations  under this Note shall become  immediately  due and payable by Maker
without  presentment,  demand,  protest or notice of any kind,  all of which are
hereby expressly waived by Maker.

          Maker and all  endorsers  hereof  hereby  waive  presentment,  demand,
protest, notice of protest, notice of dishonor and all other forms of demand and
notice  concerning  this  Line of  Credit  Note and  consent  to each and  every
extension  or  postponement  of the time of  payment  or other  indulgence  with
respect to this Note, and to each and every substitution,  addition, exchange or
release of collateral and to the addition, substitution or release of any person
primarily  or  secondarily  liable  hereunder.  No delay or omission by Payee or
other holder hereof in exercising any right or power  hereunder shall operate as
a waiver of such  right or  power,  and a waiver  on one  occasion  shall not be
construed  as a  waiver  or a bar to the  exercise  of any  right  on any  other
occasion.  Any  provision  in this  Note  which is  prohibited  by law  shall be
ineffective to the extent of such  prohibition  without  invalidating  any other
provision hereof.

<PAGE>

          The rights and remedies of the holder of this Note as provided in this
Note, and any other  agreements,  mortgages,  pledges and  instruments  given as
security for this Note shall be cumulative  and  concurrent,  and may be pursued
singly,  successively,  or  together  against  the  property  described  in such
instruments  and agreements and any other refunds,  property or security held by
Payee for the payment hereof or otherwise at the sole  discretion of Payee.  The
failure to exercise any such right or remedy shall in no event be construed as a
waiver or release of said rights or remedies or of the right to exercise them at
any time later.

          This  Note may not be  changed  or  terminated  orally,  but only by a
writing signed by Maker and Payee.

          PAYEE AND MAKER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, WAIVE
THE  RIGHT  EITHER  OF  THEM  MAY  HAVE TO A TRIAL  BY  JURY IN  RESPECT  TO ANY
LITIGATION  BASED HEREON,  OR ARISING OUT OF, UNDER OR IN  CONNECTION  WITH THIS
LINE  OF  CREDIT  NOTE,  AND  ANY  AGREEMENT  CONTEMPLATED  TO  BE  EXECUTED  IN
CONJUNCTION  HEREWITH, OR ANY COURSE OF CONDUCT,  COURSE OF DEALING,  STATEMENTS
(WHETHER  ORAL OR  WRITTEN)  OR ACTIONS OF EITHER  PARTY.  THIS  PROVISION  IS A
MATERIAL  INDUCEMENT FOR PAYEE IN MAKING THE ADVANCES  EVIDENCED BY THIS LINE OF
CREDIT NOTE.

          THIS LINE OF CREDIT  NOTE  SHALL BE  GOVERNED  BY, AND  CONSTRUED  AND
INTERPRETED  IN  ACCORDANCE  WITH,  THE LAWS OF THE STATE OF NEW  YORK,  WITHOUT
REGARD TO ITS CONFLICT OF LAWS PRINCIPAL.

          IN WITNESS WHEREOF, the undersigned has executed this Note on the date
first above written.


                                WINDSWEPT ENVIRONMENTAL GROUP, INC.



                                /s/ Michael O'Reilly
                                --------------------------------------
                                Michael O'Reilly
                                President and Chief Executive Officer