AMENDMENT NO. 1
                                       TO
                               SECURITY AGREEMENT

         This AMENDMENT NO. 1, dated as of November 16, 2001 (the "Amendment"),
to the  Security  Agreement, dated October  29, 1999 (the  "Agreement"), between
Windswept  Environmental  Group, Inc., a Delaware corporation (the "Debtor") and
Spotless Plastics (USA) Inc. , a Delaware corporation (the "Secured Party").

         WHEREAS, on October 29, 1999, the Debtor issued a Convertible
Promissory Note as joint and several obligor, in favor of the Secured Party,
dated October 29, 1999 (the "Convertible Note"), and in connection with the
execution and delivery of the Convertible Note, the Debtor entered into the
Agreement;

         WHEREAS, subsequent to the date of the Agreement, from time to time,
Debtor borrowed additional funds from the Secured Party for working capital
purposes;

         WHEREAS, as of the date hereof, Debtor issued a Promissory Note in
favor of the Secured Party (the "Promissory Note") pursuant to which $1,700,000
is currently due and owing by Debtor to the Secured Party;

         WHEREAS, the Debtor and the Secured Party anticipate that the Debtor
may borrow additional funds from the Secured Party under the Promissory Note
from time to time in the future; and

         WHEREAS, the Debtor and the Secured Party desire that such parties
enter into this Amendment to secure the Debtor's obligations under the
Promissory Note with the Collateral, under the terms of the Agreement.

         NOW, THEREFORE, in consideration of the premises, and for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:

         1.     The Obligations, as set forth in Section 2 of the Agreement,
                shall hereby include the obligations of the Debtor under the
                Promissory Note, in addition to all other Obligations previously
                set forth in such Section 2.

         2.     All capitalized terms used herein without definition shall have
                the meaning ascribed to them in the Agreement.

         3.     Except for the foregoing amendment, the remaining terms and
                provisions of the Agreement are in full force and effect.

         4.     This Amendment may be executed by the parties hereto in one or
                more


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                counterparts, all of which shall be considered one and the
                same agreement.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
signed by themselves or their duly authorized respective officer, all as of the
date first written above.



                                [WINDSWEPT ENTITY]


                                By:
                                     ------------------------------------------
                                     Name:
                                     Title:






                                SPOTLESS PLASTICS (USA) INC.


                                By:
                                     ------------------------------------------
                                     Name:
                                     Title: