ACCOUNT RECEIVABLE FINANCE AGREEMENT

         This ACCOUNT RECEIVABLE FINANCE AGREEMENT (the "AGREEMENT"), is made as
of February 5, 2004,  between Windswept  Environmental  Group, Inc., a Delaware
corporation  ("WINDSWEPT"),  Trade  Winds  Environmental  Restoration,  Inc.,  a
Delaware  corporation  ("TRADE WINDS";  and together with Windswept  hereinafter
referred to as the "SELLER")  each with its  principal  place of business at 100
Sweenydale Avenue, Bay Shore, New York 11706 and Spotless Plastics (USA) Inc., a
Delaware corporation, with its principal place of business at 150 Motor Parkway,
Suite 413, Hauppauge, New York 11788 (the "PURCHASER").

         WHEREAS, the Seller  wishes to sell to Purchaser certain of its account
receivable,  and the Purchaser  desires to purchase from Seller the same, on the
terms and conditions set forth in this Agreement;

         NOW, THEREFORE, in consideration  of  the  foregoing  and of the mutual
premises,  covenants,  representations  and  warranties  herein  contained,  the
parties hereby agree as follows:

         1.    Purchase and Sale of the Account Receivable.
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         1.1   Sale  of  the  Account  Receivable.   (a)   In  reliance  on  the
representations  and  warranties  contained  herein and subject to the terms and
conditions  hereof,  the Seller hereby from time to time during the term of this
Agreement  (the  "TERM")  will offer to sell to the  Purchaser,  all of Seller's
right, title and interest in and Accounts,  invoices, book debts, notes, drafts,
acceptances,  contracts, choses in action and other rights to payment arising in
the ordinary  course of Seller's  business (each  individually  an "ACCOUNT" and
collectively, "ACCOUNTS"), and Purchaser will purchase those accounts offered by
Seller that Purchaser  deems  acceptable in its sole  discretion  subject to the
conditions and on the terms set forth herein.

         (b)   Seller shall offer Accounts for sale to Purchaser by listing such
Accounts on a schedule in a form  approved by  Purchaser  (each such  schedule a
"SCHEDULE OF ACCOUNTS")  and  delivering  such Schedule of Accounts to Purchaser
along with all invoices,  evidences of indebtedness,  shipping  documents and/or
other supporting  documents  relating to each Account listed on such Schedule of
Accounts.  Each Schedule of Accounts delivered by Seller to Purchaser  hereunder
shall contain one or more Accounts having a total minimum face value of not less
than $10,000.

         1.2   Purchase  Price  and  Payment.   (a) Upon receiving a Schedule of
Accounts, Purchaser shall determine in its sole discretion which, if any, of the
Accounts  listed on such  Schedule of Accounts are  acceptable  to Purchaser for
purchase.  Purchaser  will pay to Seller at the time of purchase  of  acceptable
Accounts (to the extent such funds are not otherwise applied by Purchaser,  with
Seller's consent,  to the Obligations (as defined below)) an amount equal to 85%
of the face value thereof, as adjusted by Purchaser in its sole discretion (each
such payment, an "ADVANCE" and, collectively,  the "ADVANCES").  Upon payment by
Purchaser of an Advance (or  application of Advance  amount to the  Obligations)
with respect to an Account,  all the Seller's  right,  title and interest in, to
and under said Account,  including  without  limitation the right of stoppage in
transit,  and all  security  and  guaranties  relating  thereto  and  all  goods
represented

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thereby (including  returned,  repossessed,  rejected or unshipped goods), shall
automatically and immediately be vested in Purchaser.

         1.3   No  Assumption  of Liabilities. The Purchaser shall not assume or
have any liability for any  liabilities or obligations of the Seller relating to
the Accounts or otherwise,  and the Seller shall pay,  perform and discharge all
its liabilities and obligations  relating to the Accounts or otherwise which are
not so assumed by the Purchaser.

         1.4   Obligations. As used herein, the term "OBLIGATIONS" means any and
all present and future payment,  reimbursement and other performance obligations
of Seller (or its affiliates) to Purchaser (or its affiliates),  whether arising
under this  Agreement,  any Related  Agreement or otherwise,  however  evidenced
(including without limitation, direct, indirect, contingent, primary, secondary,
joint, several and joint and several liabilities), whether matured or unmatured,
including without limitation (i) Seller's obligations hereunder, all obligations
to pay  discounts,  together with accrued  discounts  and all fees,  charges and
expenses in connection  therewith,  (ii) the payment of all amounts  (including,
without limitation,  discount, interest, fees, costs and other charges) that may
accrue  hereunder or under any Related  Agreement  after the  imposition  of the
automatic stay under Section 362 of the U.S.  Bankruptcy Code, as amended (Title
II  U.S.C.  ss.101  et seq.  as it may be  modified,  supplemented,  amended  or
replaced  from time to time,  or any similar or successor  law, the  "Bankruptcy
Code"),  (iii)  any and all  sums  advanced  by  Purchaser  to  obtain,  create,
preserve,  protect,  perfect, defend and enforce the obligations described above
or the security  interest  granted hereby or otherwise  granted by Seller or any
other person to Purchaser,  to collect any of such obligations or any collateral
therefor,  or as a result of any breach or misrepresentation  hereunder or under
any  other  agreement  or  arrangement  at any time with or for the  benefit  of
Purchaser or otherwise  (including  without limitation the expenses or retaking,
holding  preparing for sale,  selling or otherwise  disposing of or realizing on
any  Collateral),  (iv) whether or not suit is brought,  and whether or not such
amount is expended  before or after the  imposition of the automatic  stay under
Section  362 of the  Bankruptcy  Code,  any and  all  costs  (including  without
limitation court costs), expense advances and attorney's fees (including without
limitation  internally  allocated costs of in-house counsel) that may be made or
incurred by Purchaser in the  collection of the foregoing or  enforcement of any
of the foregoing or the exercise by Purchaser of any of its rights  hereunder or
under any Related  Agreement  or otherwise  or in and to any  Collateral  or any
other rights of Purchaser  against  Seller or any other person,  (v) any and all
amounts  that  Purchaser  may at any time be  required  to  disgorge or pay as a
result of any payment  made (or  obligation  incurred)  by or for the benefit of
Seller or any other person to (or for the benefit of) Purchaser being avoided or
set aside (A) as a preference  under Sections 547 or 550 of the Bankruptcy Code,
(B) as a fraudulent  conveyance under Section 548 of the Bankruptcy Code, or (C)
under any state laws governing  insolvency or creditors'  rights,  (vi) Seller's
indemnification   obligations   related  hereto  howsoever   arising  (vii)  all
extensions,  renewals,  replacements,  refundings or modifications of any of the
foregoing, and (viii) any awards of damages, judgments or settlement obligations
relating to any of the foregoing.

         2.    Obligations of the Seller.
               -------------------------

         2.1   Collection  and  Remittance  of  Accounts.  (a) At no cost to the
Purchaser,  the Seller,  at its own cost and expense,  shall make all reasonable
efforts to collect and enforce the

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obligations  due under the  Accounts,  including but not limited to the diligent
prosecution  of the  litigation  against  the Account  debtor (the  "CUSTOMER").
Furthermore,  the Seller shall remit to the Purchaser promptly,  but in no event
later than two (2) business days after receipt thereof,  all amounts received by
the Seller in satisfaction of or with respect to the Accounts.

         (b)   (i)  Upon  payment in full to Purchaser of all amounts due on all
Accounts listed on a Schedule of Accounts,  Purchaser shall promptly, subject to
a period of at least five (5) business  days for  clearance of payments,  normal
business  administration of payments received and the other terms and conditions
hereof,  apply  to the  Obligations  an  amount  equal to the  amounts  actually
received  with respect to such Accounts  (the  "COLLECTIONS")  less (A) Advances
made with respect to such  Accounts,  (B) discounts  earned with respect to such
Accounts  (calculated  as set forth below) and (C) any other amounts that may be
retained by Purchaser  hereunder,  under any Related  Agreement (as  hereinafter
defined) or  otherwise.  As used herein the term "Related  Agreement"  means any
agreement,  instrument, guaranty or other document at any time whether currently
or in the future, entered into by Seller and (or for the benefit of) Purchaser.

         (ii)   Discounts to be charged on a monthly  basis with respect to each
purchase  of an  Account  shall  be  charged  on the face  value of the  Account
purchased  (as such value may be adjusted by Purchaser in its sole  discretion),
not on the amount of cash paid,  and will be  calculated  based on the number of
days from and  including  the day on which such Advance is made to and including
the fifth business day following receipt of payment on the Account, as follows:

         1 - 30 days................................    1.0% Discount
         31 - 60 days...............................    1.5% Discount
         61 - 90 days...............................    2.0% Discount
         over 90 days...............................    3.0% Discount

         (c)   The  parties contemplate a continuous course of sales of Accounts
by Seller to Purchaser and concurrent Advances by Purchaser to Seller during the
Term (as defined below).

         2.2  Grant of Security Interest. In order to secure the prompt payment,
performance and observance in full of its obligations under this Agreement,  the
Seller hereby sells, assigns,  pledges,  transfers,  sets over and grants to the
Purchaser a  continuing  security  interest  in and lien on all of the  Seller's
right, title and interest in, to and arising under, and all amounts payable with
respect to the Accounts (the "COLLATERAL").

         3.   Representations  and  Warranties  of the Seller. The Seller hereby
represents and warrants to the Purchaser as follows:

         3.1  Corporate  Status.   The  Seller  is a corporation duly organized,
validly existing and in good standing under the laws  of  the  State of Delaware
with  full  corporate  power  and  authority  to  carry  on  its business as now
conducted.

         3.2  Authority for Agreement. The Seller has the power and authority to
execute and deliver this Agreement and to carry out its  obligations  hereunder.
The execution,  delivery and

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performance  by the  Seller  of  this  Agreement  and  the  consummation  of the
transactions  contemplated  hereby have been duly  authorized  by all  necessary
corporate  action on the part of the Seller and this Agreement  constitutes  the
valid and  legally  binding  obligation  of the Seller  enforceable  against the
Seller  in  accordance  with its  terms,  except as such  enforceability  may be
limited by applicable bankruptcy, insolvency, reorganization and similar laws of
general  application  relating  to or  affecting  the  rights  and  remedies  of
creditors.

         3.3   No  Conflicts.  The  execution,  delivery and performance of this
Agreement and the consummation of all of the transactions  contemplated  hereby:
(i) do not  and  will  not  require  the  consent,  waiver,  approval,  license,
designation  or  authorization  of, or  declaration  with,  any person or public
authority;  (ii) do not and will not with or without the giving of notice or the
passage  of time or both,  violate  or  conflict  with or  result in a breach or
termination of any provision of, or constitute a default under, or accelerate or
permit the  acceleration of the performance  required by the terms of, or result
in the creation of any Lien upon the Account pursuant to, or otherwise give rise
to any liability or obligation  under, any agreement,  mortgage,  deed of trust,
indenture,  license,  permit or any other  agreement or instrument or any order,
judgment,  decree,  statute,  regulation or any other restriction of any kind or
description to which the Seller is a party or by which the Seller or the Account
may be bound;  and (iii) will not terminate or result in the  termination of any
such  agreement  or  instrument,  or in any way affect or violate  the terms and
conditions  of,  or  result  in he  cancellation,  modification,  revocation  or
suspension of, any rights included in the Account.

         3.4. The Accounts.
              ------------

         (a)  The  Seller  is  not  a  party  to or bound by any oral or written
contracts, obligations, commitments or understandings relating to the Accounts.

         (b)  Each  Account was generated in the ordinary course of business and
is the valid obligation of the Customer.

         (c)  The  rights  and  interests  of  the Seller in the Accounts may be
assigned to the Purchaser without the consent of  any other person and upon each
purchase the Purchaser will acquire all such rights and interests.

         (d)  The Seller owns all good and valid title to the Accounts, free and
clear of any security interests,  liens, charges,  pledges,  causes of action or
other  encumbrances  ("LIENS") other than Liens in favor of the Purchaser or its
affiliates,  and after the  purchase of any  Accounts  pursuant  hereto good and
valid title to the Accounts shall be owned by the  Purchaser,  free and clear of
any Liens.

         (e)  Seller's  principal  place  of  business,  its financial books and
records  relating to the Accounts and the other Collateral are, and for the past
four months  have been,  located at the address for receipt of notices set forth
below,  and Seller  shall not  change  any such  location  or  locations  or add
additional  locations  without  giving at least 30 days prior written  notice of
such change or addition to Purchaser;

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         (f)  Seller  has  not  at  any  time  used  any other corporate, trade,
fictitious or other name,  has not changed its identity or corporate  structure,
is not the successor to any other corporation or any other person or entity, has
not  been  the  surviving  entity  in any  merger  or  other  type  of  business
reorganization or acquired or owned any other business;

         (g) Seller  will  not  assign, sell, mortgage, lease, transfer, pledge,
grant a security  interest in,  encumber,  allow any lien or  encumbrance  to be
created or recorded with respect to or otherwise  dispose of or abandon any part
or all of the  Accounts  or the other  Collateral  without  obtaining  the prior
written consent of Purchaser;

         (h) Seller,  where  appropriate,  has  made  and  will  maintain proper
entries upon its books and records, disclosing the absolute sale to Purchaser of
Accounts  purchased by Purchaser  and the security  interest of Purchaser in all
other Accounts and the other Collateral;

         (i) each  Customer  named  in  each  Account  has the legal capacity to
contract  and is  indebted  to Seller in the amount  indicated  in the books and
records of Seller and (with  respect to  Accounts  submitted  to  Purchaser  for
purchase) as set forth in the respective  Schedule of Accounts  relating to such
Account;

         (j) Seller  is  not  and  will  not  be  a  party  to any agreements or
arrangements  with  any  Customer  regarding  guaranteed  sales,   consignments,
guaranteed  returns,  price  protection,  stock balancing or any other mechanism
that  may lead to a claim  by such  Customer  against  amounts  payable  by such
Customer on its Accounts with Seller;

         (k) all invoices, instruments, promissory notes, leases, chattel paper,
other evidences of indebtedness and all back up  documentation  relating to each
Account listed on a Schedule of Accounts have been or  immediately  upon receipt
thereof will be delivered to Purchaser,  and such  documents and all  supporting
documents are and will be complete, current, valid and enforceable in accordance
with their terms,  and all signatures and  endorsements  that appear thereon are
and will be genuine and all  signatories  and endorsers  have and will have full
capacity to contract;

         (l) Seller  shall  promptly  and  completely  fulfill  or  cause  to be
fulfilled all of its contractual or other obligations relating to payments to be
made on the Accounts or any other Collateral;

         (m) Seller  will  make  due and timely payment or deposit of all taxes,
assessments  or  contributions  required by law which may be lawfully  levied or
assessed with respect to it, the  Collateral or other sales  represented  by the
Accounts  and will  execute and  deliver to  Purchaser,  on demand,  appropriate
certificates  attesting  to the timely  payment  or  deposit of all such  taxes,
assessments or contributions;

         (n) All  Accounts  arise and will arise from lawful business activities
of the Seller,  and Seller will engage in and use the collateral only for lawful
business  purposes,  with  reasonable care and caution and Seller shall maintain
all Collateral at its own expense in first class order, repair or condition;

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         (o) Seller  shall  at all times keep the Collateral insured against any
and all risks,  and shall  obtain and  maintain  such other  insurance as may be
required by  Purchaser  from time to time,  all in such  amounts and with one or
more  insurance   carriers  as  Purchaser  in  its  sole   discretion  may  deem
satisfactory,  and all proceeds of such policies shall be made payable solely to
Purchaser and shall be otherwise endorsed to Purchaser's satisfaction;

         (p) If  any  of  the  Accounts  arise  out  of contracts with or claims
(including tax refund claims)  against the United States of America or any state
or  any  political   subdivision   thereof,   or  any   department,   agency  or
instrumentality  of any  thereof,  the  monies  due and to become due under such
contracts or claims are hereby assigned to Purchaser,  and the Seller shall take
all actions Purchaser may deem necessary,  appropriate or desirable so that such
monies shall be validly  assigned to Purchaser  under the Federal  Assignment of
Claims Act or other laws or  regulations  relating to the  assignment  of claims
against and/or payments from such governmental entities; and

         (q) Seller  will  permit  Purchaser  (and  its agents and designees) to
visit and inspect any of the properties of Seller, to examine all Seller's books
of account,  records,  reports  and other  papers,  to make copies and  extracts
therefrom,  and to discuss Seller's  affairs,  finances and accounts with and be
advised  as to same  by,  Seller,  its  officers,  employees  and its  financial
advisors (including,  without limitation,  its independent  accountants) (and by
this provision the Seller  authorizes such accountants to discuss with Purchaser
and its agent and designees the affairs, finances and accounts of Seller) all at
such times and intervals  and to such extent as Purchaser may deem  necessary or
appropriate in its sole discretion.

         3.5. Litigation.   Seller  will  list  on  any Schedule of Accounts any
pending or threatened actions, suits, proceedings,  arbitrations or governmental
investigations pending or threatened against, by or affecting the Seller (or, to
the best of the Seller's knowledge,  any basis therefor) in which,  individually
or in the aggregate,  an unfavorable  determination  could materially affect its
prospects,  earnings or condition  (financial  or  otherwise) or the Accounts or
result in any  material  liability  on the part of the  Purchaser  or prevent or
impair the  execution,  delivery or  performance of this Agreement or any of the
transactions  or events  contemplated  hereby or could  declare  this  Agreement
unlawful or cause the rescission of any of the transactions hereunder or require
Purchaser to divest  itself of any part of the Accounts to be acquired  pursuant
hereto.

         3.6 Compliance.   To  the  best knowledge of the Seller, the Seller has
complied and is in  compliance in all material  respects  with all laws,  rules,
regulations,   ordinances,   orders,  decrees,  writs,  injunctions,   or  other
governmental restrictions applicable to the Accounts.

         3.7. Brokers, Finders, etc.   The  Seller  has not employed any finder,
broker, agent or other  intermediary  in  connection  with  the  negotiation  or
consummation of this Agreement or any of the transactions contemplated hereby.

         4. Representations   and   Warranties  of  Purchaser.    The  Purchaser
represents and warrants to the Seller as follows:

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         4.1. Corporate Status. The Purchaser is  a corporation duly  organized,
validly existing and in good standing under the laws  of  the  State of Delaware
with  full  corporate  power  and  authority  to  carry  on  its business as now
conducted.

         4.2 Authority for Agreements. The Purchaser has the power and authority
to  execute  and  deliver  this  Agreement  and to  carry  out  its  obligations
hereunder.  The  execution,  delivery and  performance  by the Purchaser of this
Agreement and the consummation of the transactions contemplated hereby have been
duly authorized by all necessary  corporate  action on the part of the Purchaser
and this Agreement  constitutes the valid and legally binding  obligation of the
Purchaser enforceable against the Purchaser in accordance with its terms, except
as such  enforceability  may be limited by  applicable  bankruptcy,  insolvency,
reorganization and similar laws of general application  relating to or affecting
the rights and remedies of creditors.

         4.3. No Conflicts.   The  execution,  delivery  and performance of this
Agreement and the consummation of all of the transactions contemplated hereby by
the Purchaser:  (i) do not and will not require the consent,  waiver,  approval,
license,  designation or  authorization  of, or declaration  with, any person or
public  authority;  and (ii) do not and will not with or without the giving,  of
notice or the passage of time or both,  violate or conflict  with or result in a
breach or  termination  of any provision of, or constitute a default  under,  or
accelerate or permit the  acceleration of the performance  required by the terms
of, or result in the creation of any Lien upon any of the Accounts  pursuant to,
or otherwise  give rise to any liability or  obligation  under,  any  agreement,
mortgage,  deed of trust,  indenture,  license, permit or any other agreement or
instrument  or any order,  judgment,  decree,  statute,  regulation or any other
restriction  of any kind or  description to which the Purchaser is a party or by
which the Purchaser may be bound.

         5. Covenants.
            ---------

         5.1 Notice of Impairment.   Each party hereto shall promptly advise the
other party hereto of any event (other than one  generally  known to the public)
that is  likely to  materially  impair  such  party's  ability  to  perform  its
obligations under this Agreement.

         5.2. Consents.   This  Agreement  shall  not constitute an agreement to
assign  any  interest  in any  instrument,  contract,  lease,  permit  or  other
agreement or  arrangement of the Seller or any claim,  right or benefit  arising
thereunder or resulting,  therefrom,  if an assignment  without the consent of a
third party would  constitute a breach or violation  thereof or adversely affect
the rights of the  Purchaser or the Seller  thereunder.  If a consent of a third
party  which is  required in order to assign any  instrument,  contract,  lease,
permit or other agreement or arrangement or any claim,  right or benefit arising
thereunder or resulting  therefrom,  which consent the Seller shall use its best
efforts to obtain prior to the Closing, is not obtained prior to the Closing, or
if an attempted  assignment  would be ineffective or would adversely  affect the
ability of the Seller to convey its interest to the  Purchaser,  the Seller will
cooperate  with the  Purchaser to provide that the  Purchaser  shall receive the
Seller's  interest in the benefits under any such instrument,  contract,  lease,
permit or other agreement or arrangement;  and any transfer or assignment to the
Purchaser by the Seller of any  interest  under any such  instrument,  contract,
lease,  permit or other agreement or arrangement  that requires the consent of a
third party shall be made subject to such consent or approval being obtained.

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         5.3. Expenses.   The  Purchaser  and  the  Seller  shall bear their own
respective expenses incurred in connection with this Agreement and in connection
with  all  obligations  required  to  be  performed  by  each of them under this
Agreement.

         5.4. Sales Taxes.  The Seller shall pay any state or local sales or use
taxes payable in  connection  with  the  sale  of  the  Account pursuant to this
Agreement.

         5.5. Further Assurances.   Seller will execute and deliver to Purchaser
any and all  instruments  or  documents,  and do any and all  things,  including
without  limitation,   execution,  delivery  and/or  filing  of  such  financing
statements  or  assignments  as Purchaser  may deem  necessary,  appropriate  or
desirable to obtain, create, perfect,  preserve,  protect, enforce or defend the
interests of Purchaser in the Accounts and the other  Collateral,  to carry into
effect  the  provisions  of  this  Agreement  or any  Related  Agreement  and to
facilitate the collection of any Accounts or the  disposition of any Collateral,
and in the event  Client  receives  payment  directly  from any  Customer on any
Account purchased by Purchaser,  such payment shall be held by Customer in trust
for  Purchaser  and shall be  immediately  forwarded to Purchaser by  recognized
overnight courier in the same form received with all appropriate endorsements.

         6. Events of Default; Remedies; Termination.
            ----------------------------------------

         6.1 Events of Defaults.   The  occurrence  of  any  one  of more of the
following shall constitute an "EVENT OF DEFAULT" under this Agreement:

         (a) The  Seller  fails  to  pay or perform any of its obligations under
this Agreement;

         (b) Any representation,  warranty  or statement made by or on behalf of
the Seller in connection with this Agreement  proves  to  have  been inaccurate,
incomplete or  misleading  in  any  material respect when made or deemed to have
been made;

         (c) The Seller fails to  comply  at  any time with any covenant made in
this Agreement; or

         (d) The Seller (i) suspends business voluntarily or involuntarily, (ii)
makes an assignment  for the benefit of creditors,  (iii) applies for or becomes
subject to the appointment of a receiver,  trustee,  custodian or liquidator for
itself or any of its  property,  (iv) admits in writing its inability to pay its
debts as they may mature,  (v) is  adjudicated  an  insolvent,  (vi) files or is
subject to any petition in bankruptcy  whether under state law or under the U.S.
Bankruptcy Code (and whether for  reorganization  or liquidation) or (vii) files
or becomes  subject to any  petition  in equity  for  receivership  or any other
action under any insolvency, reorganization, receivership, readjustment of debt,
dissolution or liquidation law or statute of any  jurisdiction  now or hereafter
in effect (whether at law or in equity).

         6.2 Remedies.  Upon  the  occurrence and during the continuation of any
Event of Default,  the  Purchaser  may  automatically  take  any  or  all of the
following actions:

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         (a) The  Purchaser may, in its own name or in the name of the Seller or
otherwise,  but at the expense of the Seller, collect,  demand, receive, assign,
sell,  sue  for  and/or  compromise  any  or all of  the  Collateral;  make  any
disposition of the Collateral or any other collateral in which the Purchaser has
been  granted a security  interest or any part thereof in such order and at such
times  in one or  more  parcels  as the  Purchaser  may  determine  in its  sole
discretion,  and give good and sufficient releases thereof;  and file any claims
or take any action or  proceedings  either in its own name or in the name of the
Seller or otherwise  that the Purchaser may determine  necessary or advisable in
its sole discretion; and
         (b) Without  limiting  the  foregoing,  exercise all any of the rights,

remedies  and powers  available  to it from time to time under  Article 9 or the
Uniform  Commercial  Code in  effect  in the  State  of New  York  or  otherwise
available under applicable law or in equity.

         6.3  Termination.
              -----------

         6.3 TERMINATION.  (a) Upon indefeasible payment or repayment in full to
Purchaser,  and  complete  performance  by Client,  of any and all  Obligations,
whether or not arising hereunder, including, without limitation, all of Seller's
obligations  hereunder,  Purchaser  shall,  upon Seller's written request and at
Seller's  expense,  terminate this Agreement,  without recourse to Purchaser and
without  any  representation  or  warranty  by  Purchaser,  (the  date  of  such
termination being the "TERMINATION  DATE");  provided that,  notwithstanding any
termination hereof,  Seller's obligations under Paragraph 7 below shall continue
in full force and effect.  To the extent Seller  becomes  obligated to Purchaser
under the circumstances contemplated in the immediately preceding sentence, this
Agreement shall be deemed to be reinstated  without any further action by Seller
or Purchaser and such obligations shall be fully secured by the Collateral.

         (b) If the Seller has not sold acceptable  Accounts  to Purchaser three
(3)  months  from the date  first  written  above,  Purchaser  may,  in its sole
discretion,  terminate  Seller's  right,  if any, to sell  Accounts to Purchaser
hereunder,  provided that such termination shall have no effect on the amount of
the Obligations for which Seller is liable.

         7.  Indemnification; Survival.
             -------------------------

         7.1 Indemnification.
             ---------------

         (a)  From  and  after  the  Closing,  the  Seller  will  indemnify  the
Purchaser,  its employees,  officers,  directors and stockholders,  against, and
hold the Purchaser, its officers, directors and stockholders, harmless from, any
and  all  liability,  damage,  deficiency,  loss,  cost  or  expense  (including
reasonable  attorneys'  fees and expenses) that are based upon or that arise out
of, subject to Section 7.2 hereof,  (i) any  misrepresentation  or breach of any
warranty or agreement made by the Seller herein,  (ii) any  obligation,  debt or
liability  of the Seller to the extent  that the same is not  expressly  assumed
herein by  Purchaser,  or (iii) the  ownership of the Account on or prior to the
Closing Date.

          (b) The Purchaser  will  indemnify  the  Seller  against, and hold the
Seller harmless from, any and all liability,  damage, deficiency,  loss, cost or
expense (including  reasonable

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<PAGE>

attorneys'  fees and expenses) that are based upon or that arise out of, subject
to Section 7.2 hereof,  the  material  breach or default of any  representation,
warranty or agreement made by the Purchaser herein.

          (c) Each  party  entitled to indemnification under this Agreement (the
"INDEMNIFIED  PARTY")  shall  give  notice  to the  party  required  to  provide
indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party
becomes  aware of any  claim  by a third  party  for  which  indemnification  is
available hereunder, the delivery of which notice shall require the Indemnifying
Party (at its  expense)  to assume the  defense  of any claim or any  litigation
resulting therefrom, provided that counsel for the Indemnifying Party, who shall
conduct  the  defense  of  such  claim  or   litigation,   shall  be  reasonably
satisfactory to the Indemnified Party, and the Indemnified Party may participate
in such defense,  but only at such  Indemnified  Party's  expense,  and provided
further,  that the omission by any Indemnified  Party to give notice as provided
herein  shall  not  relieve  the  Indemnifying  Party  of  its   indemnification
obligations  under this Agreement except to the extent that the omission results
in a failure of actual notice to the  Indemnifying  Party and such  Indemnifying
Party is  irreparably  damaged  as a result of the  failure to give  notice.  No
Indemnifying  Party,  in the  defense  of any such claim or  litigation,  shall,
except with the consent of each Indemnified  Party,  consent to the entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such  Indemnified  Party
of a release  from all  liability  with  respect  to such  claim or  litigation.
Notwithstanding the foregoing, the Indemnified Party shall have the right at all
times to take over and assume control of the defense,  settlement,  negotiations
or lawsuit  relating  to any claim or  demand,  provided,  however,  that if the
Indemnified  Party  does so take  over and  assume  control,  the  amount of the
indemnity  by the  Indemnifying  Party shall be limited to the amount  which the
Indemnifying  Party has  immediately  prior to such time  indicated  it would be
willing to pay to adjust and settle such claim or demand.  In the event that the
Indemnifying  Party does not accept the defense of any matter as above provided,
the Indemnified Party shall have the full right to defend against any such claim
or demand, and shall be entitled to settle or agree to pay in full such claim or
demand,  in its sole  discretion,  and all costs and expenses  relating  thereto
(including  without  limitation  legal fees and expenses)  shall be borne by the
Indemnifying  Party. In any event,  the Seller and the Purchaser shall cooperate
in the defense of such action and the records of each shall be  available to the
other with respect to such defense.

          7.2.  Survival.   The   representations,  warranties,  agreements  and
indemnities contained in this Agreement shall survive the execution and delivery
of this  Agreement,  any  examination  by or on behalf of such parties,  and the
completion of the transactions contemplated herein.

          8.  True Sale; Consent to Relief from Automatic Stay.
              ------------------------------------------------

         (a) The Seller and the Purchaser each expressly acknowledges and agrees
that it is the intent of each of them that the  purchase  of the  Account by the
Purchaser  under the terms of Section 1 of this Agreement will constitute a true
sale of such Account and not merely a secured financing.

                                       10

<PAGE>


         (b) The  Seller hereby agrees that if it (i) files with a United States
Bankruptcy  Court of  competent  jurisdiction  or  becomes  the  subject  of any
petition under the U.S.  Bankruptcy  Code, (ii) becomes the subject of any order
for relief  issued under the U.S.  Bankruptcy  Code,  (iii) files or becomes the
subject of any petition seeking any  reorganization,  arrangement,  composition,
readjustment,  liquidation,  dissolution, or similar relief under any present or
future  federal  or  state  act  or  law  relating  to  bankruptcy,  insolvency,
assignment for benefit of creditors,  or other relief, (iv) seeks,  consents to,
or  acquiesces  in the  appointment  of any trustee,  receiver,  conservator  or
liquidator, or (v) becomes the subject of any order, judgment, or decree entered
by any court of competent  jurisdiction approving a petition filed by or against
the  Seller  for  any  realization,  arrangement,   composition,   readjustment,
liquidation,  dissolution, assignment for benefit of creditors or similar relief
under any present of future  federal or state act or law relating to bankruptcy,
insolvency,  or relief for the Seller,  the Purchaser will thereupon be entitled
to immediate relief from any automatic stay imposed by the U.S. Bankruptcy Code,
or from any other stay or  suspension  of remedies  imposed in any other  manner
with respect to the exercise of the rights and remedies  otherwise  available to
the  Purchaser  under this  Agreement  or under  applicable  law relating to the
Account  purported to be purchased by the Purchaser from the Seller.  The Seller
hereby  acknowledges  and stipulates that relief from the automatic stay (or any
such other provision of law having a similar effect) with respect to the Account
purported to be purchased the Purchaser is in the Seller's best interest in that
continued collection of said Account by the Purchaser will operate to reduce the
obligations  of the Seller  under this  Agreement.  The  Seller  hereby  further
stipulates,  acknowledges,  and reaffirms  that said Account does not constitute
property  of a  "debtor's  estate"  as  that  term is  defined  under  the  U.S.
Bankruptcy  Code (and do not  constitute  property of the Seller for purposes of
any other federal or state law relating to  bankruptcy,  insolvency,  assignment
for the benefit of, or relief from,  creditors)  and that  (subject to terms and
provisions of this  Agreement)  the Seller has no right,  title,  or interest in
said Account Receivable. The Seller hereby further stipulates,  acknowledges and
agrees that should the Purchaser request the relief specified in this Section 8,
the Seller  will not object to or oppose the  Purchaser  from  having  immediate
relief, subject to court approval (if necessary),  from the automatic stay under
Section  362 of the U.S.  Bankruptcy  Code (or any such other  provision  of law
having a similar  effect) or such other relief as set forth  below,  such relief
being limited to  modification  of the stay (or such other provision of law) (i)
to permit the Purchaser to collect the Account  purported to be purchased by the
Purchaser  from the  Seller and apply the  proceeds  to the  obligations  of the
Seller under this  Agreement,  and (ii) to obtain the Seller's  cooperation  and
assistance  in  collection  and  recovery  of all  amounts  due  on the  Account
purported to be purchased by the Purchaser from the Seller.

         (c) In  addition  to,  and without limiting the foregoing, in the event
that the Seller  files a petition  under the U.S.  Bankruptcy  Code or under any
other  similar  federal or state  law,  the Seller  hereby  unconditionally  and
irrevocably  agrees that the Purchaser  will be entitled,  and the Seller hereby
unconditionally and irrevocably  consents,  to relief from the automatic stay so
as to allow the  Purchaser  to  exercise  its  rights  and  remedies  under this
Agreement with respect to the  Collateral,  including  taking  possession of the
Collateral,  collecting  amounts  due, or  otherwise  exercising  its rights and
remedies with respect to the Collateral. In such event, the Seller hereby agrees
that it will not, in any manner,  oppose or otherwise  delay any motion filed by
the Purchaser for relief from the automatic stay. The Purchaser's enforcement of
the right granted  herein for relief from the  automatic  stay is subject to the
approval of the bankruptcy court in

                                       11

<PAGE>


which the case is then pending.

          9. Power of Attorney.  Seller  hereby  appoints and authorizes each of
Purchaser,  Charles L. Kelly,  Jr. and Joseph Murphy,  or any designee of any of
them, as its attorney-in-fact,  with full power of substitution,  to execute and
endorse  on its  behalf  Seller's  name  on and,  as  applicable,  to file  such
agreements,  instruments,  documents  or other  writings as  Purchaser  may deem
necessary,  desirable or appropriate (i) to obtain, create,  perfect,  preserve,
protect,  enforce or defend the interests of Purchaser in the Collateral  and/or
the Accounts, including without limitation, UCC Financing Statements, Statements
of  Amendment  and other  similar  documents  to  reflect  any change of name or
organizational structure of the Seller, any change of location of the Collateral
or of any place of business or record  keeping of Seller or the  addition of any
new place of business or record  keeping of Seller and (ii) in  connection  with
any sale or other  disposition of Collateral  after an Event of Default.  Seller
hereby  appoints and  authorizes  each of Purchaser,  Charles L. Kelly,  Jr. and
Joseph  Murphy,  or any  designee  of any of them,  as its  attorney-in-fact  to
endorse on its behalf  Seller's  name on checks,  or other  forms of  remittance
received where such endorsement may be required to effect  collections and as to
any forms of  collateral,  such as letters of credit,  deeds of trust,  notices,
deeds, etc., where said collateral must be looked to by Purchaser for collection
of the Obligations. These powers shall permit Purchaser to deal generally in all
respects, without restriction,  in and with any of the property that constitutes
either the Accounts,  or the other Collateral or any other  collateral  securing
the Obligations.  These powers of attorney shall be deemed to be coupled with an
interest  and may not and shall not be  revoked  except  with the prior  written
consent of Purchaser.

          10.  General.
               -------

          10.1 Severability. If any provision of this Agreement shall be held of
or deemed to be of or shall,  in fact, be  inoperative  of or  unenforceable  as
applied in any particular  case because it conflicts with any other provision of
or provisions  hereof of or any  constitution of or statute of or rule of public
policy, of or for any other reason, such circumstances shall not have the effect
of rendering the provision in question  inoperative of or  unenforceable  in any
other case of or  circumstance,  of or of  rendering  any other  provision of or
provisions  herein contained  invalid,  inoperative,  of or unenforceable to any
extent  whatever.  The  invalidity  of any  one of or more  phrases,  sentences,
clauses,  sections,  of or subsections  of this  Agreement  shall not affect the
remaining portions of this Agreement.

          10.2.  Notices.    All   notices,  consents,  requests,  instructions,
approvals and other communications  provided for herein and all legal process in
regard  hereto  shall be  validly  given,  made or  served,  if in  writing  and
delivered  personally  of or sent by  registered  of or  certified  mail (return
receipt  requested),  postage  prepaid,  or by nationally  recognized  overnight
courier service or by facsimile  transmission  electronically  confirmed  during
normal business hours, (i) if to the Seller at 100 Sweenydale Avenue, Bay Shore,
New York 11706, Fax No.: (631) 435-8900, Attn.: Michael O'Reilly, with a copy to
Kaufman & Associates, LLC, 50 Charles Lindbergh Blvd., Suite 206, Uniondale, New
York 11553, Attn.: Neil M. Kaufman,  Esq., Fax No.: (516) 222-5110;  and (ii) if
to the Purchaser,  at 150 Motor  Parkway,  Hauppauge,  New York 11788,  Fax No.:
(631) 951-9027,  Attn: Joseph Murphy, or, in each case, at such other address as
may be specified in writing to the other party.

                                       12

<PAGE>


          10.3. Waiver.   Each of the parties hereto may waive compliance by the
other  party  with any of the  provisions  of this  Agreement.  No waiver of any
provision shall be construed as a waiver of any other provision. Any waiver must
be in writing.

          10.4. Amendment.   This  Agreement  may  not  be  amended except by an
instrument in writing  duly  executed  and  delivered  on  behalf of each of the
parties hereto.

          10.5. Miscellaneous. The headings  contained in this Agreement are for
reference  purposes  only and shall  not  affect  in any way the  meaning  of or
interpretation  of  this  Agreement.   This  Agreement  constitutes  the  entire
agreement and supersedes all prior agreements and  understandings,  both written
and oral,  among the parties with  respect to the subject  matter  hereof.  This
Agreement may be executed in several counterparts, each of which shall be deemed
an original, and all of which shall constitute one and the same instrument. This
Agreement shall be governed in all respects, including validity,  interpretation
and effect,  by the laws of the State of New York,  applicable to contracts made
and to be performed in New York.  This Agreement shall be binding upon and inure
to the benefit of the successors and assigns of the parties  hereto.  The rights
and  obligations  contained in this  Agreement are solely for the benefit of the
parties hereto and are not intended to benefit of or be enforceable by any other
party, under the third party beneficiary doctrine of or otherwise.

           IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date first above written.

                             WINDSWEPT ENVIRONMENTAL GROUP, INC.


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


                             TRADE WINDS ENVIRONMENTAL
                                RESTORATION, INC.


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


                             SPOTLESS PLASTICS (USA) INC.


                             By:   /s/ Joseph Murphy
                                ----------------------------------------
                                Name:  Joseph Murphy
                                Title: Vice President - Finance & Administration


                                       13