as of February 1, 1999
Windswept Environmental Group, Inc.
Trade-Winds Environmental Restoration, Inc.
North Atlantic Laboratories, Inc.
New York Testing Laboratories, Inc.
100 Sweeneydale Avenue
Bay Shore, New York 11706

Re:  Loan and Security  Agreement dated as of June 1, 1998 as modified from time
     to time (the "Loan Agreement")

Gentlemen:

     This is to confirm our approval of your request for a temporary overadvance
under,  and certain  other  modifications  to the terms and  conditions  of, the
$2,500,000.00  revolving  credit  facility  provided for in the Loan  Agreement.
Accordingly we have agreed to the following modifications to the Loan Agreement:

     A. The  definition of Permitted  Overadvance  Amount is modified to read as
follows:

     Permitted  Overadvance Amount means from (a) February 1, 1999 through March
     4,  1999  $325,000.00,  (b) from  March 5,  1999  through  March  11,  1999
     $275,000.00;  (c) from March 12, 1999 through  March 18, 1999  $225,000.00,
     (d) from March 19, 1999 through March 25, 1999 $175,000.00,  (e) from March
     26, 1999 through April 1, 1999 $125,000.00;  (f) from April 2, 1999 through
     April 8, 1999  $75,000.00;  (g) from April 9, 1990  through  April 15, 1999
     $25,000.00, and (h) from April 16 on $zero.

     B. The  definition  of  Eligible  Accounts  is hereby  modified  to add the
following sentence at the end of said definition:

     Notwithstanding  the foregoing  provisions,  Accounts owing from Friends of
     Long Island Heritage will,  through April 15, 1999, be considered  Eligible
     Accounts even though such Accounts remain  outstanding for more than ninety
     (90)  days  from  the  invoice  date,   provided  such  Accounts  otherwise
     constitute an Eligible Account.

     C. Paragraphs 2.1(A),  2.3, 2.5(A) and 2.9 of the Loan Agreement are hereby
modified to read as follows:

     2.1 Revolving  Advances;  Advance Limit.  (A) Upon the request of Borrower,
     made at any  time or from  time to time  during  the Term and so long as no
     Event of Default has occurred and is continuing,  BACC may, in its sole and
     absolute discretion,  make Advances in an amount up to eighty percent (80%)
     of the aggregate  outstanding  amount of Eligible  Accounts (the "Borrowing
     Base") plus the Permitted Overadvance Amount; provided, however, that in no
     event shall the  aggregate  amount of the  outstanding  Advances be greater
     than,  at any time,  the amount of Two Million  Five  Hundred  Thousand and
     00/100 Dollars ($2,500,000.00) (the Advance Limit);

     2.3 Overadvances.  All Advances shall be added to and be deemed part of the
     Obligations  when made.  If, at any time and for any reason,  the aggregate
     amount of the outstanding  Advances under  paragraph  2.1(A) hereof exceeds
     the lesser of the Borrowing Base plus the Permitted  Overadvance  Amount or
     the  Advance  Limit  contained  in  Section  2.1(A) (an  Overadvance)  then
     Borrower shall, upon demand by BACC,  immediately pay to BACC, in cash, the
     amount of such  Overadvance.  Without  affecting  Borrower's  obligation to
     immediately  repay to BACC the amount of each  Overadvance,  Borrower shall
     pay BACC a fee (the  Overadvance  Fee) in an amount equal to Three  percent
     (3%) per annum on the amount of the Advances under paragraph  2.1(A) hereof
     in  excess  of  the  lesser  of  the  Borrowing  Base  plus  the  Permitted
     Overadvance  Amount or the Advance  Limit for each day any such  Advance in
     excess of the lesser of the Borrowing  Base plus the Permitted  Overadvance
     Amount or the Advance Limit exists. All

                                       1

<PAGE>

     such fees shall be computed on the basis of a three hundred and sixty (360)
     day year for the actual number of days elapsed.

     2.5 Interest.

     A. The  aggregate  outstanding  balances of the  Obligations  shall  accrue
     interest  (a)  from  February  1,  1999 at the  per  annum  rate  of  eight
     percentage  points  (8%)  above  the  Prime  Rate  until  such  time as the
     outstanding  Advances under the revolving  credit facility  provided for in
     paragraph  2.1(A)  hereof are not in excess of the  Borrowing  Base and (b)
     thereafter at the per annum rate of three percentage  points (3%) above the
     Prime Rate.  The  Obligations  shall bear  interest  from and after written
     notice by BACC to Borrower of the  occurrence  of an Event of Default,  and
     without  constituting  a waiver of any such  Event of  Default,  at the per
     annum  rate of Eight  percentage  points  (8%)  above the Prime  Rate.  All
     interest payable under the Loan Documents shall be computed on the basis of
     a three  hundred sixty (360) day year for the actual number of days elapsed
     on the Daily  Balance.  Interest as provided for herein  shall  continue to
     accrue until the Obligations are paid in full.

     2.9  Servicing  Fee.  Borrower  shall pay BACC a servicing fee in an amount
     equal to one percent (1%) of the daily average  outstanding  balance of the
     Advances  during  each  month on or  before  the  first  (1st)  day of each
     calendar  month in respect of BACC's  services for the  preceding  calendar
     month,  during the Term,  including  each Renewal  Term,  or so long as the
     Obligations are outstanding.

     D.  Paragraph  2.5  of the  Loan  Agreement  is  hereby  modified  to add a
subparagraph 2.5(d) as follows:

     (d)  Notwithstanding the foregoing,  for purposes of this Agreement,  it is
     the  intention  of Borrower  and BACC that  "interest"  shall mean,  and be
     limited to, any payment to BACC which  compensates it for extending  credit
     to Borrower,  for making  available to Borrower a line of credit during the
     term of this  Agreement  and for any  default  or breach by  Borrower  of a
     condition upon which credit was extended. Borrower and BACC agree that, for
     the sole purpose of calculating the "interest" paid by Borrower to BACC, it
     is the intention of Borrower and BACC that interest shall mean and include,
     and be  expressly  limited  to,  any  interest  accrued  on  the  aggregate
     outstanding  balance of the Obligations  during the term hereof pursuant to
     Sections  2.5(A)  and  2.5(B);  and any  Overadvance  Fee,  Origination  or
     facility  Fee,  and late fees  charged to Borrower  during the term hereof.
     Borrower  and  BACC  further  agree  that it is  their  intention  that the
     following  fees shall not  constitute  "interest":  any Servicing  Fee, any
     attorney fees incurred by BACC, any premiums or commissions attributable to
     insurance  guaranteeing  repayment,  finders'  fees,  credit  report  fees,
     appraisal  fees or fees for document  preparation or  notarization.  To the
     extent,  however,  that New Jersey law  excludes  from the  calculation  of
     "interest" any fees defined herein as interest, or includes as interest any
     fees or other sums which are intended not to constitute interest New Jersey
     law shall  supersede and prevail and all such interest  shall be subject to
     paragraph 2.5(C) above.

     E. Article 6 of the Loan Agreement is hereby modified to add paragraph 6.16
as follows:

     6.16 Year 2000  Compatibility.  Borrower agrees to take such actions as are
     necessary to assure that it's  computer  based  hardware and software  will
     operate prior to, on and after January 1, 2000 and will accurately  process
     data  including  dates on and after January 1, 2000 and are otherwise  year
     2000 compatible.  Borrower will, from time to time, at the request of BACC,
     furnish to BACC evidence of Borrowers compliance with the foregoing.

     In consideration of our entering into this letter  modification  agreement,
you shall (a) pay to us,  contemporaneous with you acceptance hereof, a facility
fee of $25,000.00 and (b) furnish to us, at your expense,  an updated  appraisal
of you machinery and equipment by an appraiser satisfactory to BACC.

                                       2

<PAGE>


     Our approval shall not constitute a waiver of any Events of Default, if any
so exist, or any future violation of any provisions of the Loan Agreement or any
other Loan Documents.  By your execution hereof Borrower agrees to pay all costs
and expenses, including reasonable attorneys fees and disbursements, incurred by
BACC in connection with the  preparation of this letter  agreement and the other
documents created in connection  herewith.  Capitalized terms not defined herein
but defined in the Loan Agreement  shall have the same meaning  ascribed to such
terms  in  the  Loan   Agreement.   Your  execution   shall  also  act  as  your
representation  that the execution of this letter  agreement has been authorized
by all required  corporate  action,  that this letter agreement  constitutes the
valid and binding obligation of the Borrower,  is enforceable in accordance with
its terms and that no material adverse change in the financial  condition of the
Borrower has occurred and the Borrower's reaffirmation of its grant to BACC of a
lien on the Collateral.

     Except as herein set forth, the Loan Agreement and all other Loan Documents
shall remain in full force and effect.  Our agreement as aforesaid is subject to
your written  agreement  with the terms  hereof by signing and  returning a copy
hereof where so indicated below and by the written consent of guarantor where so
indicated below.

                                       BUSINESS ALLIANCE CAPITAL CORP.


                                       By: /s/ William Siebold
                                           ------------------------------
                                           Name:    William Siebold  
                                           Title:   Senior Vice President
Agreed to:
Windswept Environmental Group, Inc.


By: /s/ Michael O'Reilly
    -------------------------------------
Name:   Michael O' Reilly
Title:  President        
          
Trade-Winds Environmental Restoration, Inc.


By: /s/ Michael O'Reilly
    -------------------------------------
Name:   Michael O' Reilly 
Title:  President        
        
North Atlantic Laboratories, Inc.


By: /s/ Michael O'Reilly
    -------------------------------------
Name:   Michael O' Reilly
Title:  Vice President        
        
New York Testing Laboratories, Inc.


By: /s/ Michael O'Reilly
    -------------------------------------
Name:   Michael O'Reilly
Title:  Vice President        
        
                                       3

<PAGE>

     The  undersigned,  guarantor  of the  Liabilities  of the Borrower to BACC,
hereby  consents  to the above  letter and agrees that same shall not affect his
Individual  Guaranty dated as of June 1, 1998,  which  guaranty  remains in full
force and effect.



                                                     /s/ Michael O'Reilly
                                                     ---------------------------
                                                     Michael O'Reilly