EXHIBIT A

SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF KINGS
--------------------------------------------------------

NICOLAI GRIB and VLADISLAV KAZAROV individually               Index No. 44652/00
and on behalf of all other persons similarly situated
who were employed by TRADEWINDS ENVIRONMENTAL
RESTORATION, INC. with respect to certain Public Works
Projects awarded by the COUNTY OF SUFFOLK DEPARTMENT
OF PUBLIC WORKS,

                                      Plaintiffs,             STIPULATION OF
                   - against -                                SETTLEMENT

TRADEWINDS ENVIRONMENTAL RESTORATION, INC.,

                                      Defendant.
--------------------------------------------------------

     WHEREAS, Plaintiffs have alleged, inter alia, in their Class Action
Complaint, that Tradewinds Environmental Restoration, Inc. ("Tradewinds") paid
Plaintiffs, and the other members of the proposed class, less than the
prevailing rate of wages and supplemental benefits for work that they performed
on the Prevailing Wage-Public Works Contracts as defined in Paragraph 1 hereof;
and

     WHEREAS, counsel for Plaintiffs have conducted discovery related to the
claims alleged in the Complaint, including review of voluminous payroll records,
log books, bonds, contracts, and other corporate documents, interviewed
witnesses, investigated the facts, conducted legal research, conducted an audit
the unpaid wages due and owing, and have participated in multiple conferences
and discussions with counsel for Tradewinds and the Court; and

     WHEREAS, Tradewinds denies the allegations in the Complaint but has
agreed to settle the claims asserted therein in order to avoid the possibility
of a judgment being obtained in excess of the settlement amount agreed to
herein, and to put to rest all claims which have been or could be

                                       1

<PAGE>


asserted against Tradewinds based on the allegations contained in the Complaint;
and

     WHEREAS, the parties desire to compromise and settle all issues and
claims which have been brought, or which could have been brought, by or on
behalf of the class members based on the allegations contained in the Complaint;
and

     WHEREAS, the parties desire and intend to seek Court approval of this
Stipulation and, upon Court approval, the parties intend also to seek a Final
Order and Judgment from the Court dismissing the claims of all settlement class
members on the public improvement contracts alleged in the Complaint with
prejudice;

     NOW, THEREFORE, it is agreed that in consideration of the promises and
mutual covenants set forth in this Stipulation and the entry by the Court of a
Final Order and Judgment dismissing with prejudice the claims asserted in this
Action by all class members and approving the terms and conditions of the
settlement as set forth in this Stipulation, as required by the New York Civil
Practice Law and Rules, the Action shall be settled and compromised under the
terms and conditions contained herein.

     1.     Definitions.
            ------------

     As used in this Stipulation and in the Exhibits annexed hereto, the
following terms shall have the meanings set forth below:

            a.    "Action" refers to the above-captioned class action in the
Supreme Court of the State of New York, County of Kings under Index No.
44652/00.

            1. "Allowed Claim" means for a settlement class member, the pro rata
settlement amount determined to be due and owing to the settlement class member
that is not disputed by a class member..

                                       2

<PAGE>

            2. Claim Bar Date" means the date set forth in the Class Notice on
or before which submission of Proofs of Claim to the Class Administrator must be
postmarked to be considered timely filed Proofs of Claim.

            3. "Class Administrator" means the entity known as David R. Behanna,
CPA which shall administer the Notice to Class Claimants and settlement of the
Action.

            4. "Class Claimant" or "Dennison Class Claimant" shall be limited
only to those  class  members  who were  employed  at the  Dennison  Office
Complex in Hauppauge, New York, and (i) file within the time prescribed in the
Class Notice, with the Claims Administrator, a Proof of Claim containing the
information prescribed in the Proof of Claim form, and (ii) whose Proofs of
Claim are not finally rejected by the Class Administrator.

            5. "Class Counsel" means the law firm of Virginia & Ambinder,  LLP.

            6. "Class  Notice"  means the Notice of Proposed  Settlement and
Settlement  Hearing  in the form  annexed  hereto  as  Exhibit  "C",  or as
otherwise agreed to and approved by the Court.

            7. "Class" means the plaintiffs and all individuals  including past
or present  employees of  Tradewinds  Environmental  Restoration,  Inc. who
performed  asbestos  abatement  and general  construction  work at the  Dennison
Office Complex in Hauppauge, New York or at public schools on Long Island.

            8. "Complaint" means the Complaint filed by plaintiffs in this
Action dated November 10, 2000.

            9.  "Contracts"  means all the  contracts  entered into between
Tradewinds which include a project known as the Dennison Courthouse in Happauge,
New York.

                                       3

<PAGE>

            10. "Court" means the Supreme Court of the State, County of Kings.

            11. "Effective Date" means the first business day after which the
Final  Order and  Judgment  described  in  paragraph  "11" below becomes Final.

            12. "Final" as to an order or judgment means (i) the thirty-first
day after an order or judgment is entered, if no motion is timely filed; or (ii)
if any such  documents  are  timely  filed,  the first day on which the order or
judgment is not subject to further  judicial review or appeal,  either by reason
or  affirmance  by a court  of last  resort  or by  reason  of  lapse of time or
otherwise.

            13. "Plaintiffs" means the named plaintiff set forth in the caption.

            14. "Proof of Claim" means the proof of claim form annexed hereto
as Exhibit "D" or as otherwise approved by the Court.

            15. "Settlement Fund" means a fund not to exceed $700,000 paid by
Tradewinds or Windswept Environmental Restoration,  Inc. as the guarantor for
Tradewinds, for the sole and exclusive benefit of the Class Claimants,  to be
distributed  pursuant to the terms of this  Stipulation.

            16. "Settlement Order" means the order, in the form annexed hereto
as Exhibit "A" or as otherwise  entered by the Court: (i) finding the terms
of this Stipulation sufficiently fair, reasonable, and adequate to allow the
Class Notice to be disseminated to the Settlement Class Members; (ii) certifying
the Settlement Class as provided in this Stipulation; (iii) approving the Class
Notice and the time and method of its dissemination to Class Claimants; (iv)
scheduling the hearing to consider approval by the Court of this Stipulation and
Class Counsel's application and/or Class Counsel's application for attorney's
fees and expenses to serve and to file, in the manner and within the time
specified in the Class Notice, notice of such person's objection, together with
a statement of the grounds for such objection and all papers such person intends
to present to the Court

                                       4

<PAGE>

in opposition.

            17. "Settlement  Account" means a checking account established  by
the Class  Administrator,  pursuant  to this  Stipulation,  at a commercial
banking institution  acceptable to the parties.

            18. "Disputed Claim" means a claim  rejected by a Class Member who
because  he or she (a)  disputes  the  reported  days  and  hours  and wage
underpayment for work performed as the Dennison Office Complex wishes to have
his or her claim reviewed by the parties in accordance with the provisions of
paragraph 7 herein, and/or (b) alleges to have worked for and on behalf of
Tradewinds at public school work sites other than the Dennison Office Complex
and wishes to have his or her claim reviewed by the parties in accordance with
the provisions of paragraph 7 herein. A Class Claimant may accept his or her
settlement allocation for the Dennison Project, and still reserve the right to
make a claim for other alleged work performed at other public works projects for
Tradewinds.

     2.     Settlement Fund.
            ----------------

            a.  In consideration for dismissal of the Action with prejudice
under the terms of this  Stipulation and the release of claims set forth in
Paragraph "4" of this Stipulation, a Settlement Fund not to exceed Seven Hundred
Thousand Dollars ($700,000) shall be established by Tradewinds or its parent
corporation, Windswept Environmental Restoration, Inc. to pay the Allowed Claims
of all Class Claimants in connection with work performed at the Dennison Office
Complex. The Settlement Fund shall be funded by Tradewinds no later than 31 days
after the Final Order and Judgment is entered with the Clerk of the Court. These
funds shall be irrevocably deposited by Tradewinds after the Claim Bar Date once
the aggregate value of allowed claims have been

                                       5

<PAGE>


computed.

            b.  This Settlement  Funds shall  be  used  only  in  accordance
with  the  terms  of the  Stipulation  of Settlement.

            c.  Subject to the Court's  consent,  any portion of the  Settlement
Fund that remain uncollected two years after the Final Order and Judgment
becomes Final shall be returned to Tradewinds. Prior to returning said funds,
the Class Administrator shall write to the Class Claimant at his or her last
known address by certified mail. If the Class Claimant, or an authorized
representative of the Class Claimant fails to respond to the Class Administrator
within thirty days after the mail in, the funds shall be returned to Tradewinds.

            d.  Tradewinds   Environmental   is  a  wholly  owned  subsidiary
of Windswept Environmental Restoration,  Inc. ("Windswept").  Windswept has
agreed to act as the guarantor of Tradewinds in connection with this settlement
agreement. To the extent that Tradewinds is unable to fund any portion of the
Settlement Fund and/or to pay professional fees and expenses in accordance with
the terms of this Settlement Agreement, Windswept shall remit these payments for
and on behalf of Tradewinds.

     3.     Release.
            --------

            Upon the Effective  Date,  each class member (who has  not opted-out
of the Class or filed a Proof of  Claim)  shall  conclusively  be deemed to
have unconditionally released with prejudice Tradewinds, the past, present and
future partners, joint venturers, officers, directors, shareholders of
Tradewinds; and all subsidiaries, affiliates, parent corporations, principals,
agents, employees, attorneys, accountants, or other representatives of
Tradewinds from any and all claims, causes of action, rights, debts, costs,
expenses, or attorney's fees, whether known or unknown, in any and all

                                       6

<PAGE>

forums,  which has or could have been  asserted in the  Complaint  or which
arise out of or relate to any of the  Contracts,  or the Labor Laws of the State
of  New  York  or  the  United  States  of  America.

     4.     Attorney's  Fees  and Disbursements.
            ------------------------------------

            a.   At the hearing for the  approval of this  Stipulation,  Class
Counsel shall apply to the Court for an award of  attorney's  fees to be paid as
follows:

           (i)          The sum of One Hundred and Forty Thousand Dollars
                        ($140,000) to be paid by  Tradewinds  and/or  Windswept
                        in four equal  monthly  installments  of $35,000.00.
                        Said payments shall commence  thirty-one days after the
                        Final Order and  Judgment is entered with the Clerk of
                        the Court.

           (ii)         Each Class  Claimant shall pay a sum not to exceed
                        Sixteen Percent  (16%) or some  lesser  prorated
                        share not to exceed an aggregate sum of $32,000.

            b.   Tradewinds and/or Windswept shall  pay  an  additional  amount
not  to  exceed  Eighteen  Thousand  Dollars ($18,000.00) for translation,
publication fees, accounting fees,  disbursements and class  administrator fees.
Said payment shall be paid by Tradewinds  and/or Windswept  no later than 31
days after the Final Order and Judgment is entered with the Clerk of the Court.

            c.   The Tradewinds  shall not oppose Class Counsel's application
for attorney's fees and  administrative  costs and  disbursements as set forth
above.

     5.    Settlement  Administration.
           ---------------------------

           For the purpose of determining the extent,  if any, to which a Class
Member will be entitled to  participate in any  distribution  pursuant  to the
Stipulation,  David R.  Behanna,  CPA

                                       7

<PAGE>

shall administer the settlement and any notice to the Class.

     6.     Distribution  of the Settlement  Fund
            -------------------------------------

     a.     The Class Notice shall provide that all Proofs of Claim from each
Class  Claimant  shall  be sent by  first  class  mail,  postage  pre-paid,
addressed to the Class Administrator, and be post-marked no later than the Claim
Bar Date and must include such documentation as referred to in the Class Notice
reasonably establishing that the person on whose behalf the Proof of Claim is
submitted is a Class Claimant. The Claim Bar Date shall be set at a date 75
calendar days after the Notices are mailed. Any Proof of Claim not timely
mailed, or not received by the Class Administrator within five (5) business days
after the Claim Date will receive no distribution pursuant to this Stipulation
from the Settlement Fund. However, the Class Administrator retains the
reasonable discretion for up to twenty (20) days after the Claim Bar Date, to
determine if there are compelling and/or extenuating circumstances which justify
extending the Claim Bar Date to include the Proof of Claim of a Class Member.

     b.     In order to participate in this settlement, every Class Claimant
will be required to establish reasonable proof of his or her identity when
submitting a Claim Form. This may be done by providing at least one current or
unexpired copy of the following documents: (a) Driver's License, (b) Passport,
(c) work authorization card ("Green Card"), and/or (d) Visa. Tradewinds reserves
the right to dispute the identity and validity of the claim, and may elect
dispute resolution on the individual in a manner set forth in the Stipulation of
Settlement on file with the Court in the event that the Class Claimant provides
another document other than the documents described in (a)-(d) above. The Proof
of Claim Form must be notarized before a Notary Public employed by: (a) a bank
orcredit union; (b) State, Federal or Municipal court

                                       8

<PAGE>

employee,  (c) employee of an Agency,  Consulate  or Embassy of the Unitied
States,  or (d)  employee of a State or Municipal  government  agency.

     c.     In the event a Class Claimant files a timely  Proof  of  Claim  Form
without supporting identification, the Class Administrator shall notify the
Class  Claimant,  and allow the Class  Claimant to cure this defect prior to the
date of the Fairness Hearing.

     d.     The  Class Administrator  shall be permitted to reject a Proof of
Claim in the event: (i) a Proof of Claim is not timely submitted; or (ii) a
Proof of Claim purports to be submitted by or on behalf of an individual which
the Class Administrator determines is not supported by sufficient corroborating
documentary evidence to establish that said Proof of Claim was submitted on
behalf of a bona fide Class Claimant. Thereafter, the Class Administrator shall
give written notice, by first class mail, to the person submitting a rejected
Proof of Claim that said Proof of Claim has been rejected. In the event a Class
Claimant's Proof of Claim is rejected by the Class Administrator, the Class
Claimant shall be permitted to file an objection in accordance with Paragraph
8(b) of this Agreement.

     The Court shall retain jurisdiction over the Class Claimant who avails
himself/herself of the  terms of this  provision.

     e.     Upon  completion  of the  Class,  the  Class Administrator  shall
provide a final  accounting  to  Defendant's  counsel.

     7.     Calculation of Allowed  Claims.
            -------------------------------

            a.     Each Class Claimant who timely files a Proof of Claim  shall
be credited  with  receiving  approximately  $16.00 per hour for every hour that
he or she  appears on  Defendants'  sign-in  log  maintained  by Tradewinds in
connection with the Dennison project.

                                       9

<PAGE>

            b.     Disputed Claims for work performed  on all  projects  other
than the Dennison Courthouse, or made by individuals who allege to have
worked on the Dennison project and whose work days and hours are alleged to be
underreported in the log book, or do not appear on the log-book, shall be
reviewed on a claims-made basis. The parties shall endeavor to settle those
claims made by these class members. However, all unresolved Disputed Claims
shall be referred to a Judicial Hearing Officer ("JHO") or other neutral
appointed by the Court for further adjudication. This method of resolving
disputed claims shall in no event apply to any Class Member who elects to
opt-out of the class. In the event that Class Member's Disputed Claim is
litigated, and a Class Member is successful in obtaining a verdict, Tradewinds
and/or Windswept shall remit payment to the Class Member within 30 days after
the verdict is rendered. Moreover, unless otherwise resolved by the parties
Class Counsel shall be permitted to make an application to recover reasonable
attorney's fees and disbursement associated with having each successfully
Disputed Class Claim tried before the JHO or neutral. In the event that Class
Counsel deems a Disputed Class Claim to be without merit, or in the event a
Class Member with a disputed claim refuses is or unable to assist Class Counsel
in the prosecution of his or her disputed claim, then Class Counsel shall be
permitted to apply to the Court to be relieved as legal counsel to the Class
Member. In the event that the Court grants Class Counsel's application to be
relieved as a Class Member's attorney, the Class Member shall have thirty days
to obtain new counsel or advise the Court that he or she will be appearing pro
se. If the Class Member fails to appear within thirty days after Class Counsel
has been relieved, Defendant Tradewinds may make an application to have the
Class Member's claim dismissed with prejudice.

            c.     Distribution of the Settlement Fund and all related
professional fees and

                                       10

<PAGE>

disbursements that are to be paid by  Tradewinds  and/or  Windswept  to the
Class Claimants or to Class Counsel in accordance with paragraph (4) shall
be deemed separate from any funds that may be distributed in connection with the
dispute resolution procedure described in this paragraph. Moreover, distribution
of all Allowed Claims, not be delayed beyond the dates set forth in the
agreement in the event the parties are engaged in the process of resolving
Disputed Claims described in paragraph 7 (b).

            d.     Any Disputed Claim that cannot be resolved between the
parties shall be referred by the Court to a referee, neutral or JHO for
trial. At the conclusion of said trial(s) class counsel may make a fee
application to the Court to recover fees and reasonable disbursements associated
with Class Counsel's prosecution of the Disputed Claims. Defendant expressly
reserves the right to oppose Class Counsel's fee application at the conclusion
of the Dispute Resolution process.

     8.     Request For Exclusion From the Class And Objections To Settlement.
            ------------------------------------------------------------------

            a.     Subject to the dispute  resolution  provisions  of Paragraph
7, unless an individual opts-out of the Class, and he/she will be bound by the
terms of this Stipulation upon its final approval by the Court. Each member of
the Class shall be bound by all determinations and judgments of the Court in
connection with the Settlement, unless such individual shall mail, by certified
mail, return receipt requested, a written request for exclusion from the Class,
post-marked no later than ten (10) days prior to the date of the Hearing or in
accordance with the terms of paragraph 7, addressed to David R. Behanna, CPA,
c/o Gold Leaf Security, 600 West John Street, P.O. Box 620, Hicksville, New
York 11802. Such requests for exclusion shall be in a form that
sufficiently identifies the name and address of the person so seeking exclusion.
A request to opt-out shall not be effective unless

                                       11

<PAGE>

submitted  within  the time and  substantially  in the  form  provided  for
herein. If an individual in the Class duly requests to opt-out, such individual
will not be bound by any orders or judgments entered in respect of the
Settlement and shall not be entitled to receive any benefits provided by the
Settlement in the event it is approved by the Court. In the event more than
twenty-five percent (25%) of the Class "opt out" this Settlement Agreement shall
be null and void.

            b.     If a Class Member desires to object to this Settlement
Agreement, he/she must state the basis of his/her position in writing,
together with any documentation, in advance of the Hearing and mail it no later
than ten (10) days prior to the date of the Hearing to Virginia & Ambinder, 5
Hanover Square, 24th Floor, New York, New York 10004.


     9.     Notice  Procedure and Hearing Order.
            ------------------------------------

            a.     Upon execution of this Stipulation by all parties  hereto,
Class Counsel shall present this  Stipulation to the Court for  approval,  along
with a motion for entry of the  Settlement  Order.

            b. The Notice (see Exhibit B) to the class  members shall be
accomplished  pursuant to the terms of the Settlement Order.

     10.     Final Order and Judgment.
             -------------------------

             Upon scheduling of a hearing by the Court to consider approval of
this Stipulation,  the parties hereto  shall apply to the Court for the entry of
a Final Order and  Judgment in the form  annexed  hereto as  Exhibit  "F" for
purpose  of:

             a.     Approving  this Stipulation  and  adjudging  its  terms to
be fair,  reasonable  and  adequate, directing  consummation  of the  terms and
provisions  of the  Stipulation  and retaining  jurisdiction to effectuate the
same;

                                       12

<PAGE>


             b.     Dismissing the Complaint with prejudice as against the
Tradewinds.

             c.     Permanently  barring and enjoining all Class Claimants from
the institution,  maintenance,  prosecution or enforcement, either directly or
indirectly,  of any claim which is released and discharged by reason  of  the
Final  Order  and  Judgment  contemplated  herein;

             d.     Forever discharging  and releasing the  Tradewinds,  and the
past and present officers, directors and shareholders of all Tradewinds,
and any and all reinsurers, co-sureties, guarantors, subsidiaries, affiliates,
agents, directors, officers, employees, attorneys, accountants, actuaries,
consultants, partners, or other representatives thereof, from any and all
claims, counterclaims, cross-claims, causes of action, rights, debts, costs,
expenses or attorney's fees, whether known or unknown, which have or could have
been asserted in the Complaint or which arise under the Contracts and the bonds
issued by the Surety, or the provisions of the Labor Laws of the State of New
York or the United States of America.

             e.     Awarding to Class Counsel the attorney's fees, costs and
disbursements contemplated by paragraph 5 of this Stipulation;  and

             f.     Declaring that the Plaintiffs to this Stipulation forever
discharge and release any claims related  to this  action  that  they  may have
against  Tradewinds,  and  their shareholders,  directors,  officers, employee,
agents and other representatives.


     11.     Publication
             -----------

     In addition to mailing the Notice to the last known address of the Class
Members,  a copy of the Notice,  in an abbreviated form  substantially
similar to the  Court-approved  Notice,  shall be  published  in a Polish  daily
newspaper  on three  weekdays  during  a two week  period  in  January  or early
February.  Tradewinds or its legal  counsel  shall advance the costs  associated
with this

                                       13

<PAGE>

publication.

     12.     Miscellaneous
             -------------

     a.     This Stipulation and the exhibits hereto shall  constitute the
entire  agreement  of the parties  with  respect to the  settlement  of the
Action and shall not be  subject  to any  change,  modification,  amendment,  or
addition without the express written consent of counsel on behalf of all parties
to this Stipulation.

     b.     This Stipulation  shall be binding upon and inure to the benefit of
the parties hereto and their representatives, heirs, successors,  and  assigns.

     c.     In the  event  any one or more of the  provisions contained  in this
Stipulation  shall  for any  reason  be held to be  invalid, illegal,  or
unenforceable  in any respect,  such  invalidity,  illegality,  or
unenforceability shall not affect any other provision.

     d.     The Court shall retain continuing  jurisdiction  over the parties
hereto,  including all Class Members, and over the  administration  and
enforcement  of the  settlement  provided for herein.

     e.     This  Stipulation  may be executed  in  counterparts.  The  executed
signature page(s) from each original may be joined together and shall constitute
one and the same  instruments.  Facsimile  signatures  shall be deemed  original
signatures.

     f.     The  parties to this  Stipulation  agree to  cooperate  with one
another and use their best efforts to effectuate  the terms of this  Stipulation
and to obtain the dismissal of the Action with  prejudice as to the  undersigned
parties  to the  Action as  contemplated  herein

     g.     This  Stipulation  shall be governed by and be  construed  in
accordance  with the laws of the State of New York.

                                       14

<PAGE>


     h.     If any of the dates or periods of time described in this Stipulation
fall on or end on a public  holiday or on a weekend,  the date or period of time
shall be extended to the next business day.

     i.     It is understood that neither the execution of this  Stipulation
nor any other action taken by the Tradewinds or Windswept in connection
with the settlement constitutes an admission by Tradewinds or Windswept or any
person or entity identified herein or in the General Release as a Release of any
violation of any law, duty, or obligation, or that any decision or action with
respect to payment under the Contracts was unwarranted. Tradewinds specifically
disclaims any liability to any member of the class or any other person. The
parties have entered into this Stipulation solely to compromise disputed claims.


VIRGINIA & AMBINDER, LLP            JOHN LANDER, ESQ.
Attorneys for Plaintiffs            Attorney for
5 Hanover Square                    Tradewinds  Environmental Restoration,  Inc.
New York, New York 10004            and Windswept  Environmental,  Inc.
(212) 943-9080                      484 West Main Street
                                    Babylon, New York 11702
                                    (516) 661-3540

By:  /s/ Lloyd Ambinder, Esq.         By: /s/ John Lander, Esq.
   ---------------------------         ------------------------------------
   Lloyd Ambinder, Esq.                John Lander, Esq.

For the Guarantor:
Windswept Environmental Restoration, Inc.
484 West Main Street
Babylon, New York 11702


By:  /s/ Michael O'Reilly
   ---------------------------
   Michael O'Reilly
   President


Dated:   New York, New York
         January __, 2003


                                       15

<PAGE>


In the presence of:

STATE OF NEW YORK     )
                       : ss.
COUNTY OF SUFFOLK     )

On January 24, 2003, before me personally came Michael O'Reilly the President of
Windswept Environmental Restoration, who acknowledged that he is authorized to
execute the foregoing Stipulation of Settlement.

 /s/ Judith N. Johnson
---------------------------
Notary Public




                                       16