AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT

     This Amendment to Revolving Credit Agreement (this  "Amendment") is made as
of this 6th day of February, 1998 by and between:

     WINDSWEPT ENVIRONMENTAL GROUP, INC., a corporation organized under the laws
of the State of Delaware (the "Borrower"); and

     NORTH FORK BANK, a banking corporation chartered under the laws of New York
(the "Bank").

                              W I T N E S S E T H:

     WHEREAS:

     (A) The Borrower and the Bank are parties to a Revolving Credit  Agreement,
dated as of May 22, 1997 (as amended through the date hereof, the "Agreement");

     (B) The  Borrower  has  requested  the Bank to release  its lien on certain
accounts  receivable  and to  subordinate  its lien upon certain other  accounts
receivable of the Borrower and certain of its  affiliates in order to permit the
Borrower and such  affiliates  to enter into Purchase and Sale  Agreements  with
Prestige  Capital  Corporation  ("Prestige")  pursuant to which the Borrower and
such  affiliates  will sell to Prestige,  and Prestige  shall  purchase from the
Borrower and such affiliates,  certain accounts  receivable of such entities for
cash.

     (C) The Bank is willing to release its lien on certain accounts  receivable
and subordinate its lien upon certain other accounts  receivable of the Borrower
and  certain of its  affiliates  in order to permit  such  entities to sell such
released  accounts  receivable to Prestige  subject to the terms and  provisions
hereof.

     (D) Any  capitalized  terms not  defined  herein  shall  have the  meanings
ascribed thereto in the Agreement.

     NOW, THEREFORE, the parties hereto hereby agree as follows:

ARTICLE 1. Amendments to Revolving Credit Agreement.

     This  Amendment  shall be deemed to be an  amendment to the  Agreement  and
shall not be construed in any way as a replacement  or  substituting  therefore.
All of the terms and  provisions of this  Amendment are hereby  incorporated  by
reference into the Agreement as if such terms and  provisions  were set forth in
full herein.


<PAGE>


     Section  1.1.  As of the date  hereof,  the  Borrower  shall no  longer  be
entitled to borrow from the Bank pursuant to Article 2 of the Agreement, and the
outstanding  principal  balance of the  Loans,  after  repayment  of all sums in
excess of  $200,000.00,  shall be converted to a term loan and shall be governed
by the terms of Article 2A of the Agreement.

     Section 1.2. The  Agreement is hereby  amended by inserting  the  following
Article 2A therein immediately before Article 3:

                            ARTICLE 2A. THE TERM LOAN

          Section 2A.1. Generally. On February 6, 1998,  $200,000.00,  being the
     remaining outstanding principal balance of the Loans, shall be converted to
     a two year term loan (the "Term  Loan").  The Term Loan shall bear interest
     at a variable rate equal to the Prime Rate plus three & 00/100  (3.00%) per
     cent per annum,  as said rate may change from time to time.  Interest shall
     be payable monthly on the date set forth for payments of principal.

          Section 2A.2.  Amortization of Term Loan. The principal amount of Term
     Loan  shall be repaid in twenty  four (24)  consecutive  and  substantially
     equal monthly  installments  of principal in the amount of $8,333.34,  with
     interest  thereon,  commencing on March 1, 1998 and continuing on the first
     Banking Day of each calendar month thereafter,  with a final installment of
     all unpaid  principal  and  interest  with  respect  thereto  being due and
     payable on February 1, 2000.

          Section  2A.3.  Term Loan Note.  The Term Loan shall be evidenced by a
     single promissory note of the Borrower substantially in the form of Exhibit
     A-1 hereto (the "Term Loan Note"), with appropriate insertions,  payable to
     the order of the Bank and  representing  the  obligation of the Borrower to
     pay the unpaid  principal  balance of the Term Loan with accrued and unpaid
     interest  thereon as  provided  herein.  The Bank is hereby  authorized  to
     record  the date and  amount of each  payment or  prepayment  of  principal
     thereof,  and the interest rate  applicable  thereto in such Bank's records
     and/or on a schedule  annexed to and  constituting  a part of the Term Loan
     Note, and, absent manifest error,  any such  recordation  shall  constitute
     conclusive  evidence  of the  accuracy  of  the  information  so  recorded;
     provided,  however, that the failure to make any such recordation shall not
     affect the Borrower's  obligations to repay  outstanding  amounts under the
     Term Loan.  The Term Loan Note shall (a) be dated  February 6, 1998, (b) be
     stated  to  mature  in  24  consecutive  and  substantially  equal  monthly
     installments  of  principal  in the  amount  of  $8,333.34,  with  interest
     thereon,  and (c) shall bear  interest for a period from the date such Loan
     is made on the unpaid  principal amount thereof at the applicable rates per
     annum specified herein.


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<PAGE>


          Section 2A.4. Use of Proceeds of the Term Loan. (i) The Borrower shall
     use the proceeds of the Term Loan to refinance Loans hereunder.

          (ii) The  Borrower  agrees to  indemnify  the Bank and its  directors,
     officers, employees, affiliates, agents or other representatives,  and hold
     the Bank and its respective  directors,  officers,  employees,  affiliates,
     agents or other  representatives,  harmless  from and  against  any and all
     liabilities,  losses,  damages,  costs and expenses of any kind (including,
     without  limitation,  the  reasonable  fees and expenses of counsel for any
     such  Person  in  connection  with  any  investigative,  administrative  or
     judicial proceeding, whether or not such Person shall be designated a party
     thereto)  which may be incurred by any such Person,  relating to or arising
     out of this Agreement or any actual or proposed use of any proceeds of Term
     Loan A hereunder; provided that the Borrower and its Subsidiaries shall not
     be liable to any such  Persons  hereunder  in  connection  with any matters
     resulting  from the gross  negligence or willful  misconduct of the Bank or
     any such Persons.

          Section 2A.5 Preconditions to Closing of Term Loan. The obligations of
     the Bank to enter into this Amendment and to make the Term Loan are subject
     to the  conditions  precedent that on the date of the execution of the Term
     Loan Note or within five (5) days  thereafter  the Bank shall have received
     (a) a guarantee  executed by Michael  O"Reilly  of all  liabilities  of the
     Borrower to the Bank under the  Agreement,  in the form  annexed  hereto as
     Exhibit  A-2,  (b) an  intercreditor  agreement  executed  by the  Bank and
     Prestige with regard to the assets the lien on which are being  released by
     the  Bank,  (c)  updates  of  the   certificates   referenced  as  Sections
     5.1.A.ii.-v.,  and the opinion letter referenced as Section  5.1.A.xi.,  of
     the Agreement,  (d) a "good standing" certificate of the Borrower,  and (e)
     the  prepayment  of all sums in excess of  $200,000.00,  as  referenced  in
     Section 1.1 above.

     Section 1.3.  Section  3.3.E,  Section 3.4 and Section 7.8 of the Agreement
are hereby deleted.  For so long as the Borrower in not in default of any of its
obligations  under the  Agreement,  the Bank  shall not charge any other fees in
connection with the Agreement.

     Section 1.4.  Article 9 of the  Agreement is hereby  deleted.  The Borrower
hereby  agrees to maintain all of its operating and other bank accounts with the
Bank.

     Section 1.5.  Section  10.1 of the  Agreement is amended to delete the last
two calculations, and to substitute the following in their place and stead:

         2/1/98-4/30/98                           $0
         5/1/98-7/31/98                           $175,000
         Each fiscal quarter thereafter           The amount  required  as of 
                                                  the prior  quarter  end plus
                                                  $100,000


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<PAGE>


     Section  1.6.  Section  10.4 of the  Agreement  amended to delete the ratio
"1.50:1"  therefrom  and to the  substitute  the ratio  ".50:1" in its place and
stead for the fiscal  quarter  ending  7/31/98,  ".75:1" for the fiscal  quarter
ending  10/31/98,  and  "1.00:1"  for the  fiscal  quarter  ending  1/31/99  and
thereafter.

ARTICLE 2. Representations and Warranties.

     The Borrower hereby represents and warrants to the Bank that:

     Section 2.1.  Subject to Section 2.5 of this Amendment,  each and every one
of the  representations  and warranties set forth in the Agreement is true as of
the date hereof with respect to the Borrower with the same effect as though made
on the date hereof, and is hereby incorporated herein in full by reference as if
fully restated herein in its entirety.

     Section  2.2. No Default or Event of Default,  as defined in the  Agreement
now exists.

     Section 2.3.  The Borrower is not in default with respect to any  agreement
to which it is a party or by which it is bound.

     Section  2.4. No  representation,  warranty or  statement  by the  Borrower
contained  herein or in any other  document to be  furnished  by the Borrower in
connection  herewith  contains,  or at the time of delivery shall  contain,  any
untrue  statement of material  fact,  or omits or at the time of delivery  shall
omit to state a material fact necessary to make such representation, warranty or
statement not misleading.

     Section 2.5.  There is no claim,  litigation,  investigation  or proceeding
pending or threatened against or otherwise  materially  affecting the Borrower's
business and except in the ordinary  course of the Borrower's  business which do
not, in the aggregate,  affect materially and adversely the financial condition,
operations, properties or business of the Borrower.

     Section  2.6.  The  Security  Agreements  continue  to be in full force and
effect and secure all payment and other  obligations  of the Borrower  under the
Agreement.  The Borrower has not located  assets in any new locations  since the
execution and delivery of the Security Agreements.

ARTICLE 3. Miscellaneous.

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


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<PAGE>


     IN WITNESS  WHEREOF,  each of the  undersigned has executed or caused to be
duly executed this Waiver as of the date first above written.

                                          WINDSWEPT ENVIRONMENTAL GROUP, INC.


                                          By:/s/ Michael O'Reilly CEO
                                             -------------------------------
                                             Name:
                                             Title:


                                          NORTH FORK BANK


                                          By:/s/ Daniel McGregor, AVP
                                             -------------------------------
                                             Name:  Daniel McGregor
                                             Title: Assistant Vice President


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