SECURITY AGREEMENT


     SECURITY  AGREEMENT  made  this  4th  day of November, 2000, by and between
Windswept Environmental Group, Inc., a Delaware corporation ("Debtor"), with its
principal place of business  located at 100 Sweeneydale  Avenue,  Bay Shore, New
York 11706,  and Spotless  Plastics  (USA),  Inc.,  with its principal  place of
business located at 150 Motor Parkway,  Hauppauge,  New York 11788 (the "Secured
Party"), whereby the parties hereto, intending to be legally bound hereby, agree
as follows:

     1. Security Interest. Debtor hereby assigns to Secured Party, and mortgages
and grants to it a security interest in, the Collateral described in Paragraph 2
hereof to secure the payment of the indebtedness evidenced by the Line of Credit
Note (the  "Note"),  of even date  herewith,  issued to the Secured Party in the
aggregate principal amount of up to $1,000,000 (the "Obligations").

     2.  Description  of  Collateral.  The  Collateral  subject to this Security
Agreement  is all of  Debtor's  right,  title  and  interest  in and to (i)  the
accounts  receivable of Debtor  resulting  from that certain  Agreement,  by and
between  Turner  Construction  Company and  Debtor's  wholly  owned  subsidiary,
Trade-Winds Environmental Restoration Inc. ("Trade-Winds"), dated as of November
3, 2000 (the "TCC  Agreement")  relating  to a  remediation  project in the Bear
Stearns  Building,  located at 100  Vanderbilt  Avenue in New York, New York and
(ii) all of the equipment (the  "Equipment")  purchased by Debtor or Trade-Winds
for use under the TCC Agreement.

     3.   Obligations of  Debtor.  Debtor hereby covenants, represents, warrants
and agrees that:

     (a) Debtor shall, at no cost or expense to Secured Party, defend its right,
title and interest in and to the Collateral,  and defend the Collateral  against
all other claims or demands of any other party and all other  liabilities of any
nature whatsoever;

     (b) The Collateral,  and each part thereof,  is free and clear from, and is
not subject to, any assignment,  security interest, mortgage, pledge, lien, levy
for taxes (other than for taxes not yet due and  payable) or other  assessments,
interest,  charge,  adverse claim or other encumbrance,  including any financing
statement or other  document  filed in any public  office  ("Encumbrance"),  and
Debtor shall keep and maintain the Collateral,  and each part thereof,  free and
clear of any  Encumbrance  which is not  subordinate  to the  security  interest
granted  hereunder,  and  shall  not  create  nor  permit  to  remain  any  such
Encumbrance;

     (c)  The  Collateral,  or any  part  thereof,  will  not be  sold,  leased,
licensed,  assigned, conveyed,  transferred,  disposed of or become subjected to
any subsequent interest of any party, created or suffered by Debtor, voluntarily
or  involuntarily,  except in the  ordinary  course of  Debtor's  business or as
expressly authorized in writing by Secured Party;

     (d) The  obligations,  liabilities  and  indebtedness  of Debtor to Secured
Party hereunder  shall not be released,  discharged or impaired in any manner or
to any extent if Secured Party renews, extends,  modifies, changes or waives the
time of payment and/or the manner,  place or terms of payment of all or any part
of the  indebtedness  secured  hereby or any renewal  thereof,  or Secured

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<PAGE>

Party   makes  any   exchange,   release,   substitution,  addition,  surrender,
settlement  or  compromise  with  respect to the  Collateral,  the  indebtedness
secured hereby or any party liable thereon;  or Secured Party  subordinates such
indebtedness or Collateral,  or both, to any other  indebtedness  of Debtor,  or
security therefor, or both which may exist at any time hereafter;

     (e) The  Collateral  will not be abused,  wasted,  abandoned  or allowed to
deteriorate,  but shall be kept in good working  order and condition and repair,
reasonable  wear  and  tear  from  its sole  use  above  permitted  excepted  in
accordance with reasonable business practice;  provided, that the Collateral may
be replaced with substituted assets; and

     (f) Debtor shall immediately notify Secured Party of any act, condition, or
event  which,  with the  giving  of  notice  or lapse  of time,  or both,  would
constitute  an event of default  hereunder,  or the  existence  of any  material
litigation,  arbitration  or other  legal  proceedings  involving  or  affecting
Debtor.

     4.   Event of Default.  The  occurrence of any of the following events with
respect to Debtor shall constitute  a  default  on  the part of Debtor hereunder
("Event of Default"):

     (a) If there shall  occur any  material  breach,  failure or  violation  by
Debtor in the payment or  performance  of any of its  obligations,  covenants or
warranties under this Security Agreement;

     (b)  If there  shall  occur  any sale, transfer or other disposition by the
Debtor of all or substantially all of the assets of the Debtor; and

     (c)  If there  shall occur any Event of Default under and as defined in the
Note.

     5. Secured Party's Rights and Remedies.  Upon the occurrence of an Event of
Default,  in  addition  to all other  rights and  remedies  provided  hereunder,
Secured  Party  shall  have and may  exercise  all of the  rights  and  remedies
provided  by the Uniform  Commercial  Code in effect in the State of New York at
the date of the execution of this Security  Agreement,  and any other applicable
law,  and, in  conjunction  with, in addition to, or in  substitution  therefor,
Secured Party shall have and may exercise the following rights and remedies:

          (a) Secured  party may notify or require  Debtor to notify the account
debtors of the assignment and security interest in its receivables,  and to have
payments  thereon made directly to Secured Party in accordance with the terms of
this Security Agreement;

          (b)  Secured  Party  may  (but  shall  not be  required),  alone or in
conjunction with Debtor,  take any or all action necessary to collect or receive
any money or  property  at any time  payable or  receivable  on account of or in
exchange for the Collateral,  including the right to compromise,  settle, extend
or  otherwise  modify  the  terms of  payment  owed with  respect  to any of the
Collateral,  and to apply the proceeds thereof in the order,  amounts and manner
which  Secured Party may determine in its sole  discretion.  In exercising  such
right,  Secured  Party may open and  dispose  of mail  addressed  to Debtor  and
execute,  sign and endorse  negotiable and other  instruments for the payment of
money or other evidences of payment, on behalf of and in the name of Debtor, for
which this shall be deemed a sufficient power of attorney;

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<PAGE>

          (c)  Secured  Party may  require  Debtor to pay and deliver to Secured
Party,  immediately upon collection and receipt thereof by Debtor,  all proceeds
arising from the  Collateral or may require  Debtor to deposit all such proceeds
in a bank  selected  by Secured  Party in a  collateral  account  acceptable  to
Secured  Party.  Until  the  proceeds  from the  Collateral  have  been paid and
delivered to Secured  Party or deposited  in the bank as  hereinabove  provided,
Debtor shall hold such proceeds for and on behalf of Secured Party  separate and
apart from Debtor's other funds or property,  and shall not mingle such proceeds
with any other such funds or property. Secured Party shall promptly apply all of
such proceeds against the obligations, liabilities and indebtedness of Debtor to
Secured Party in the order, amounts and manner which Secured Party may determine
in its sole discretion;

          (d)  Secured  Party may  require  Debtor not to modify any  agreements
respecting the Collateral nor to bring suit to enforce  payment  thereon without
giving  Secured Party five (5) days advance  written  notice  thereof or without
first having received written consent to do so from Secured Party;

          (e) The entire unpaid  indebtedness of Debtor to Secured Party secured
hereby, together with all interest accrued thereon, shall become immediately due
and payable as provided in the Notes;

          (f)  Secured Party may enter upon Debtor's premises to take possession
of, assemble and collect the Collateral or to render it unusable;

          (g) Secured party may require Debtor to assemble the Collateral and to
make it  available  to  Secured  Party at any  reasonable  place  Secured  Party
designates  and to allow Secured Party to take  possession of or dispose of such
Collateral; and

          (h) Secured Party may in its sole discretion, sell, assign and deliver
all or any part of the  Collateral at any public or private sale without  notice
or advertisement, at such prices as Secured Party may deem best, and for cash or
on credit or for future delivery (without assumption of any credit risk) and bid
and become a purchaser at any such sale, any purchaser  including  Secured Party
so purchasing all or part of the Collateral to hold the same free from any claim
whatsoever,  including  any  equity of  redemption  and  Secured  Party may make
payment on account thereof by using any claim for moneys when due and payable by
Debtor to Secured Party, and if notice to the Debtor is required, written notice
mailed to Debtor at its business  address as hereinabove set forth, at least ten
(10)  business days prior to the date of public sale of the  Collateral  will be
made,  shall  constitute  reasonable  notice;  and  Secured  Party may apply the
proceeds of any disposition of the Collateral  available for satisfaction of the
indebtedness secured hereby in the order, amounts and manner which Secured Party
may determine in its sole discretion.

     6.   Other Provisions.

     (a)  Secured  Party may waive any  default,  or remedy  any  default in any
reasonable manner, without waiving such default remedied and without waiving any
other prior or  subsequent  default;  and  Secured  Party may waive or delay the
exercise of any right or remedy under this Security  Agreement  without  waiving
that right or remedy or any other right or remedy hereunder;

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<PAGE>

     (b) This Security  Agreement  shall be binding upon, and shall inure to the
benefit of, the  respective  heirs,  executors,  administrators,  successors and
assigns of the parties hereto;

     (c) Each of the foregoing instruments, covenants and warranties on the part
of the Debtor  shall be deemed and  construed  to be on a  continuing  basis and
shall survive the execution and delivery of this Security Agreement;

     (d) All notices,  requests,  demands or other  communications  provided for
herein  shall be in  writing  and  shall  be  deemed  to have  been  given  when
personally delivered or sent by (i) registered or certified mail, return receipt
requested,  (ii)  nationally  recognized  overnight  courier  service  or  (iii)
facsimile  transmission  electronically  confirmed  addressed  to the parties at
their  addresses  set forth  above or to such other  person or address as either
party shall  designate  to the other from time to time in writing  forwarded  in
like manner;

     (e) The provisions of this Security Agreement shall be deemed severable, so
that if any  provision  hereof is declared  invalid  under the laws of any state
where it is in effect or of the  United  States,  all other  provisions  of this
Security Agreement shall continue in full force and effect;

     (f) This  Security  Agreement  shall  not be  modified  or  amended  or any
provision hereof waived except in writing executed by both parties hereto;

     (g) The  security  interest  granted  herein shall  terminate  when all the
Obligations  have been  fully paid and  performed.  Upon such  termination,  the
Secured Party shall return the Note to the Debtor; and

     (h) This  Security  Agreement  shall be  construed in  accordance  with and
governed by the laws of the State of New York,  without  regard to its conflicts
of law principles.

     IN WITNESS  WHEREOF,  the parties  hereto,  intending  to be legally  bound
hereby,  have executed and delivered  this Security  Agreement as of the day and
year first above written.

                        WINDSWEPT ENVIRONMENTAL GROUP, INC.


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


                        SPOTLESS PLASTICS (USA), INC.


                        By:  /s/ Charles L. Kelly, Jr.
                           --------------------------------------
                           Name:  Charles L. Kelly, Jr.
                           Title: Chief Financial Officer