PROMISSORY NOTE


                                                             Bay Shore, New York
                                                               November 16, 2001

          FOR VALUE RECEIVED, the  undersigned,  Windswept  Environmental Group,
Inc., a  Delaware  corporation  (the  "Maker"),  does  hereby    unconditionally
promise  to pay to the  order  of  Spotless  Plastics  (USA)  Inc.,  a  Delaware
corporation  (the  "Payee"),  at the  principal  place  of  business  of  Payee,
presently located at 150 Motor Parkway, Suite 413, Hauppauge, New York 11788, or
at such  other  place as the Payee or any  holder  hereof  may from time to time
designate  in  writing  to  Maker,  in lawful  money of the  United  States  and
immediately  available  funds,  the  Outstanding  Principal  Amount (as  defined
below), with interest on the unpaid balance of the Outstanding  Principal Amount
from the date of disbursement to and including the date of repayment at the rate
per annum  equal to the sum of (i) the LIBOR Rate (as  defined  below) plus (ii)
one percent (1%). Interest shall be calculated daily, on the basis of the actual
number  of  days  elapsed  in a 360  day  year  of  twelve  30-day  months,  and
capitalized  by the addition of such accrued  interest to the  principal  amount
outstanding  on the first day of each and  every  month in which any  obligation
under this Promissory Note (this "Note") is outstanding. All amounts outstanding
under this Note, including the Outstanding  Principal Amount and any accrued and
unpaid interest shall be due and payable upon the demand of Payee.  For purposes
of this Note, "LIBOR Rate" means a rate per annum (rounded upwards if necessary,
to the nearest 1/16 of 1%) determined by the Payee (which  determination  shall,
absent manifest error, be conclusive) to be equal to the offered rate for 30-day
deposits in Dollars in the London Interbank  Market at approximately  11:00 a.m.
(London Time),  which appears on the Telerate Screen, two (2) Banking Days prior
to the first day of the Interest Period.

          The   principal   amount  of  indebtedness   evidenced   hereby   (the
"Outstanding   Principal   Amount")   shall   equal   the   initial  advance  of
$1,700,000  previously  made by Payee to Maker, or such greater or lesser amount
as may  subsequently be outstanding  under this Note, as set forth on Schedule A
to this Note. Upon the written request of Maker,  and the written  acceptance of
Payee,  Payee may advance  additional  monies pursuant to this Note from time to
time at the sole discretion of Payee. Maker at its option may repay from time to
time all or any portion of the amounts due and owing  pursuant to this Note.  It
is therefore contemplated that the Outstanding Principal Amount evidenced hereby
shall  fluctuate  accordingly.  Payee is  authorized  and directed to endorse on
Schedule A to this Note the date and amount of each additional  advance of funds
to Maker, the monthly  capitalization of all accrued interest, and any payments,
whether  principal  or  interest,  made by  Maker  under  this  Note,  and  such
endorsement  shall be prima facie  evidence of such advance,  capitalization  or
payment.  PAYEE HAS NO OBLIGATION  TO MAKE ANY  ADDITIONAL  ADVANCES  UNDER THIS
NOTE.

          1.    Events of Default.  Upon  the occurrence of any of the following
events (each, an "Event of Default" and collectively, the "Events of Default"):

          (a)   failure  by Maker to pay the  principal or interest on this Note
     thereof  within five (5) days after such payment is due; or

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          (b) Maker  defaults  in  payment when due, beyond any applicable grace
     period, on any other indebtedness for borrowed money (other than this Note)
     in an amount in excess of $100,000 and such default is not cured within any
     applicable grace period; or

          (c) Maker defaults,  beyond  any applicable grace period, in any other
     indebtedness for borrowed money prior  to  maturity (unless cured or waived
     by the Payees of such indebtedness); or

          (d) a court  of  competent jurisdiction enters a decree or order in an
     involuntary case under  any  present or future federal or state bankruptcy,
     insolvency  or  similar  law  or appoints  a  conservator  or  receiver  or
     liquidator in any insolvency, readjustment  of  debt, marshalling of assets
     and  liabilities  or  similar  proceedings,   or  for  the  winding-up   or
     liquidation of  the  affairs  of  Maker,  which  decree or order shall have
     remained in force undischarged or unstayed for a period of 30 days; or

          (e) Maker consents to the appointment of  a conservator or receiver or
     liquidator in  any  insolvency, readjustment of debt, marshalling of assets
     and liabilities or similar  proceedings  of  or  relating  to  it  or of or
     relating to all or substantially all of its property; or

          (f) Maker admits in writing its inability to pay its  debts  generally
     as they become due, files a petition to  take  advantage  of any applicable
     insolvency or reorganization statute, makes an assignment for  the  benefit
     of its creditors, or voluntarily suspends payment of its obligations; or

          (g) a  final  judgment, decree  or  order  for the payment of money in
     excess  of  $100,000 shall  be  rendered  against  Maker  or  any  of   its
     subsidiaries, and the  same  shall  not  be  paid,  bonded or discharged or
     execution  thereon  stayed  pending  appeal  within 60 days after such stay
     shall expire;

then,  other  than  the  Event  of  Default  specified in Sections  1(d), (e) or
(f), the Payee may, at its option and in addition to any right,  power or remedy
permitted by law or equity or herein  granted,  by notice to Maker declare to be
due and payable  immediately the Outstanding  Principal Amount of this Note, and
upon any such declaration the same shall become and shall be immediately due and
payable,  together with any accrued and unpaid interest thereon.  If an Event of
Default specified in Sections 1(d), (e) or (f) occurs, the Outstanding Principal
Amount  of this Note  shall  automatically  become  and be  immediately  due and
payable, without any declaration or other act on the part of the Payee, together
with all accrued and unpaid interest  thereon.  The Payee by notice to Maker may
rescind an acceleration  and its consequences if all existing Events of Defaults
have been cured or waived.

          2.    Prepayment.  Maker may prepay, at any time, the unpaid principal
balance  of  this  Note  or  any portion thereof,  together with all accrued and
unpaid  interest on the amount so prepaid.  Amounts so prepaid  shall be applied
first to Maker's obligations under this Note in respect of interest, and second,
to principal.

                                       2
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          3.    Miscellaneous.

                (a)  Maker (i) waives  diligence,  demand,  presentment, protest
and  notice  of  any  kind,  (ii)  agrees that it will not be necessary  for any
holder hereof to first  institute suit in order to enforce  payment of this Note
and (iii)  consents to any one or more  extensions or  postponements  of time of
payment,   release,   surrender  or  substitution  of  collateral   security  or
forbearance or other indulgence, without notice or consent.

                (b) All payments  to  be made to the Payee under this Note shall
be  made  into  such   account  or  accounts  as the Payee may from time to time
specify for that purpose.

                (c) The provisions of this  Note may not be changed, modified or
terminated  orally,  but  only  by  an  agreement in writing signed by the party
to be  charged,  nor  shall  any  waiver be  applicable  except in the  specific
instance for which it is given.

                (d) THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED, AND ALL RIGHTS
AND OBLIGATIONS  HEREUNDER  AND  THEREUNDER  DETERMINED,  IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES
THEREOF AND SHALL BE BINDING UPON THE  SUCCESSORS AND ASSIGNS OF MAKER AND INURE
TO THE BENEFIT OF THE PAYEE, ITS SUCCESSORS, ENDORSEES AND ASSIGNS.

                (e) If any term or provision of this Note shall be held invalid,
illegal  or  unenforceable, the validity of all other terms and provisions shall
in no way be affected thereby.

                (f) Whenever used herein, the terms "Maker" and "Payee" shall be
deemed to include their respective successors and assigns.


          IN WITNESS WHEREOF, the undersigned has executed this Note on the date
first above written.

                                        WINDSWEPT ENVIRONMENTAL GROUP, INC.


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