PROMISSORY NOTE


$200,000.00                                                     February 6, 1998

     WINDSWEPT  ENVIRONMENTAL GROUP, INC. (the "Borrower"),  for value received,
hereby  promises  to pay to the order of North  Fork Bank (the  "Bank"),  or its
permitted  successors  or assigns,  at the  principal  office of the Bank at 275
Broad Hollow Road,  Melville,  New York 11747,  or its  permitted  successors or
assigns,  in lawful  money of the  United  States and in  immediately  available
funds,  in accordance  with the  provisions  of the  Agreement  (as  hereinafter
defined) on or before the Final  Maturity Date, the principal sum of Two Hundred
Thousand and no/100 Dollars ($200,000.00), payable in equal monthly installments
of principal of Eight  Thousand  Three Hundred  Thirty Three and 34/100  Dollars
($8,333.34)  commencing on the first day of March,  1998,  and thereafter on the
first day of each succeeding  calendar month through and including the first day
of February, 2000, with interest thereon at the rate of three (3.00%) Percent in
excess of the rate  announced by the Bank from time to time as its prime lending
rate, as in effect from time to time, and which does not  necessarily  represent
the  lowest  or best  rate  charged  by the  Bank  to any  customer  (such  rate
constituting the "Interest Rate"). The Borrower promises to pay such interest on
the unpaid principal balance hereof, for the period such balance is outstanding,
at the principal office of the Bank, in like money, at the Interest Rate, on the
dates and in the manner provided in the Agreement.

     The date and  amount of each Loan,  the date and amount of each  payment of
principal  thereof,  the principal amount subject thereto and interest rate with
respect  thereto  shall be recorded  by the Bank on its books and,  prior to any
transfer of this Note (or, at the  discretion  of the Bank,  at any other time),
endorsed  by the  Bank  on the  schedule  attached  hereto  or any  continuation
thereof.

     If all or a portion  of any  payment  required  to be made to the holder of
this Note  (whether  pursuant to this Note,  the Credit  Agreement  or any other
Facility  Document)  is not received on or before the tenth (10th) day after the
date such payment is due (without  reference to any grace period provided for in
the  Facility  Documents),  a late charge of four (4%)  percent of the amount so
overdue ("Late Charge") shall  immediately be due to said holder.  Any such Late
Charge shall be secured by the  security  for this Note,  shall be paid no later
than the due date of the next subsequent  installment of interest  payable under
this Note and,  if not so paid,  shall bear  interest at the rate then in effect
with respect to the principal sum of this Note.

     It is  expressly  agreed that,  upon the failure of the Borrower  timely to
make any payment due  hereunder  after any  applicable  grace or notice and cure
periods or upon the  happening  of any  "Event of  Default"  under the  Facility
Documents,  the principal sum hereof,  or so much thereof as may be outstanding,
together with accrued  interest and all other expenses payable by Borrower under
the Facility  Documents,  including,  but not limited to, reasonable  attorneys'
fees for legal services incurred by the holder hereof in collecting or enforcing
payment  hereof


<PAGE>


whether  or not  suit is  brought,  and if suit is  brought,  then  through  all
appellate actions, shall immediately become due and payable at the option of the
holder of the Note,  notwithstanding  the Final  Maturity Date set forth herein.
Upon the stated or accelerated  maturity of this Note, the Borrower  agrees that
this Note  shall  bear  interest  at a per annum rate equal to the lower of five
(5%) percent in excess of the interest  rate payable  under the Agreement or the
highest rate of interest permitted under the laws of the State of New York until
the  principal  and any  other  sum due  under  this  Note is  fully  paid  (the
"Involuntary  Rate"). For the purposes of the preceding  sentence,  the interest
rate in effect under this Note for any period  following the Final Maturity Date
shall be the interest  rate that was in effect on the Final  Maturity  Date.  In
addition,  if an Event of  Default  shall  occur,  the holder of this Note shall
have,  and shall be entitled to  exercise,  such rights and  remedies as are set
forth in the Facility Documents and/or as may be available at law or in equity.

     This is the Note referred to in that certain Revolving Credit Agreement (as
amended from time to time, the "Agreement") dated as of May 22, 1997 and amended
as of the date hereof  between the Borrower and the Bank,  and is subject to all
of the terms and conditions contained therein. In addition,  payment of the Note
is secured  by  security  interests  in certain  assets  and  properties  of the
Borrower pursuant to the Security Agreement.  All terms not defined herein shall
have the meanings given to them in the Agreement.

     The Agreement  provides for the  acceleration  of the maturity of principal
and interest upon the occurrence of certain Events of Default, for mandatory and
voluntary  prepayments  on the terms and  conditions  specified  therein and for
accrual of  interest at the Default  Rate in the  circumstances  provided in the
Agreement.

     The Borrower waives presentment,  notice of dishonor, protest and any other
notice or formality with respect to this Note.

     This Note shall be governed by and  interpreted and construed in accordance
with the laws of the State of New York,  without giving effect to the principles
of conflicts of law thereof.

                                          WINDSWEPT ENVIRONMENTAL GROUP, INC.


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


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            Amount of   Amount of   Outstanding   Balance    By        Notation
Date        Loan        Payment                   Interest
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