as of October 19, 1998

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  (the  "Loan
          Agreement")

Gentlemen:

     This  is to  confirm  our  approval  of your  request  for an  increase  to
$2,500,000.00  of the maximum amount of the revolving  credit facility  provided
for in the Loan  Agreement.  Accordingly we have agreed to modify section 2.1(A)
of the Loan Agreement 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;
     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);

     In  consideration  of our agreeing to so increase the maximum amount of the
revolving credit facility, you shall pay to us a facility fee of $6,500.00.

     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 along with the enclosed  Modified and Restated
Revolving Credit Master Promissory Note, and by the written consent of guarantor
where so indicated below.

                                      BUSINESS ALLIANCE CAPITAL CORP.


                                      By: /s/ William F. Seibold
                                          -------------------------------
                                             Name:  William F. Seibold
                                             Title: Senior Vice President


<PAGE>


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


     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