AMENDMENT AND FEE WAIVER AGREEMENT

      This  Amendment  and Fee Waiver  Agreement  dated as of May 11,  2006 (the
"Amendment and Fee Waiver  Agreement") is entered into by and between  Windswept
Environmental Group, Inc., a Delaware  corporation (the "Borrower"),  and Laurus
Master Fund, Ltd., a Cayman Islands company  ("Laurus"),  and is effective as of
May 10, 2006.  Capitalized  terms used herein without  definition shall have the
meanings ascribed to such terms in the Securities Purchase Agreement (as defined
below) and the Note (as defined below).

      WHEREAS,  the Borrower filed a  registration  statement on October 3, 2005
(as amended, modified or supplemented, the "Initial Registration Statement"), in
order to  register a portion of the shares of the  Borrower's  Common  Stock (as
amended, modified or supplemented, the "Common Stock") underlying (a) an Amended
and Restated  Secured  Convertible  Term Note the  Borrower  issued to Laurus on
October 6, 2005 in the aggregate  original  principal  amount of $7,350,000  (as
amended,  modified or  supplemented,  the  "Note")  pursuant to the terms of the
Securities Purchase  Agreement,  dated as of June 30, 2005, between the Borrower
and Laurus ( as amended,  modified or  supplemented,  the  "Securities  Purchase
Agreement"  and together  with the Related  Agreements as defined  therein,  the
"Loan  Documents");  (b) a warrant  issued by the Borrower to Laurus on June 30,
2005 to purchase 13,750,000 shares of the Common Stock (as amended,  modified or
supplemented, the "Warrant"); and (c) an option issued by the Borrower to Laurus
on June 30,  2005 to purchase  30,395,179  shares of Common  Stock (as  amended,
modified or supplemented, the "Option");

      WHEREAS,  the Borrower and Laurus  entered into  Amendment  and Fee Waiver
Agreements  dated as of November 23, 2005,  January 13, 2006,  February 28, 2006
and March 20, 2006 (the "Amendments");

      WHEREAS,  pursuant to Section 3.7 of the Note and Section 1 of each of the
Amendments,  the  Borrower  is  obligated  to reserve  from its  authorized  and
unissued shares of Common Stock a sufficient number of shares to provide for the
issuance of shares upon the full conversion and/or exercise of the Warrant,  the
Option and the Note after the  earlier to occur of (x)  November 1, 2006 and (y)
the  date  of  the  Borrower's  next   shareholders   meeting  (the  "Additional
Authorization Date"), which Additional Authorization Date shall be maintained;

      WHEREAS,  pursuant to Section 6 of the Option and Section 1 of each of the
Amendments,  the  Borrower  is  obligated  to reserve  from its  authorized  and
unissued Common Stock a sufficient  number of shares to provide for the issuance
of  shares  upon  the  full  exercise  of  the  Option,   after  the  Additional
Authorization Date;

      WHEREAS, pursuant to Section 6 of the Warrant and Section 1 of each of the
Amendments,  the  Borrower  is  obligated  to reserve  from its  authorized  and
unissued Common Stock a sufficient  number of shares to provide for the issuance
of  shares  upon  the  full  exercise  of  the  Warrant,  after  the  Additional
Authorization Date;

      WHEREAS, the Securities Purchase Agreement sets forth, among other things,
the terms of the issuance of the Note, the Option and the Warrant;

<PAGE>

      WHEREAS,  pursuant to Section 4.3(d) of the Securities  Purchase Agreement
and Section 1 of each of the  Amendments,  the  Borrower is obligated to reserve
from its authorized and unissued  Common Stock a sufficient  number of shares to
provide for the issuance of shares upon the full  conversion  and/or exercise of
the Note, the Warrant and the Option, after the Additional Authorization Date;

      WHEREAS,  the Borrower  entered into a registration  rights agreement with
Laurus on June 30, 2005 (the  "Registration  Rights  Agreement") in order to set
forth  Borrower's  obligations to register the shares of Common Stock underlying
the  Note,  the  Option  and  the  Warrant  with  the  Securities  and  Exchange
Commission;

      WHEREAS,  the  parties  have  agreed  that in  order  to most  efficiently
expedite  the  accomplishment  of their  respective  goals,  to: (a) work toward
having the Initial  Registration  Statement,  with the current  number of shares
included  therein (but not including any shares  underlying the $1,350,000  note
issued on October 6, 2005),  declared  effective as soon as possible;  (b) after
the Initial Registration Statement is effective, file a proxy statement and hold
a  shareholders  meeting  to  approve  the  intended  increase  in the number of
authorized shares;  and (c) after the shareholders  meeting and after Borrower's
June  30,  2006  audited   financial   statements  are  final,  file  a  new  or
post-effective  Registration  Statement(s)  to cover all of the shares of common
stock required to be registered  pursuant to the  Registration  Rights Agreement
(the "Second Registration Statement");

      WHEREAS, to accomplish the above in an appropriate  timeframe,  Laurus has
agreed to extend the deadline for the Borrower to have its Initial  Registration
Statement declared effective under the Registration  Rights Agreement until June
15, 2006;

      WHEREAS,  the parties have concurred that the deadline for the Borrower to
have its Second Registration Statement declared effective under the Registration
Rights Agreement shall be maintained at December 30, 2006;

      WHEREAS, pursuant to Section 2(b) of the Registration Rights Agreement and
Section 2 of each of the  Amendments,  the  Borrower  is required to pay a daily
amount  in cash  equal to  one-thirtieth  (1/30th)  of the  product  of the then
outstanding  principal  amount  of the Note  multiplied  by the  following  (the
"Fees") if the  Registration  Statement has not been  declared  effective by the
Securities and Exchange Commission (prior to giving effect to this Amendment and
Fee Waiver Agreement):

      o     1.5% for the first 30 day period beginning on May 11, 2006;

      o     2.0% thereafter and

      WHEREAS,  Laurus has hereby  agreed to postpone the date by which any Fees
may accrue  and  become  payable  until  June 16,  2006 with  respect to Initial
Registration  Statement , but will remain  December 31, 2006 with respect to the
Second Registration Statement.


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<PAGE>

      NOW, THEREFORE,  in consideration of the mutual promises set forth herein,
and for other good and valuable  consideration,  the receipt and  sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:

      1.  Extension of Deadline by which the Borrower  must have the  Securities
and Exchange  Commission Declare Effective its Initial  Registration  Statement.
Laurus  hereby  agrees to postpone the deadline by which the Borrower  must have
the  Securities   and  Exchange   Commission   declare   effective  its  Initial
Registration  Statement from May 10, 2006 until June 15, 2006. This modification
shall apply to the Registration Rights Agreement only.

      3.  Postponement.  Laurus  hereby agrees to postpone the date by which any
Fees may accrue  and become  payable  until  June 16,  2006 with  respect to the
Initial Registration Statement.

      4. Laurus  Representations.  Laurus hereby  represents and warrants to the
Borrower  that Laurus is an  "accredited  investor" as defined in Rule 501(a) of
Regulation  D  promulgated  under the  Securities  Act of 1933 and a  "qualified
institutional  buyer" as defined in Rule 144A under the  Securities  Act of 1933
and has knowledge and experience in financial and business  matters such that it
is capable of  evaluating  the  merits  and risks of the  investment  to be made
hereunder.

      5. Borrower  Representations.  The Borrower hereby represents and warrants
to Laurus that (i) no Event of Default  exists on the date hereof,  after giving
effect to this Amendment and Fee Waiver Agreement,  (ii) on the date hereof, all
representations,  warranties  and  covenants  made by the Borrower in connection
with the Loan  Documents  are true,  correct and  complete and (iii) on the date
hereof, all the Borrower's and its Subsidiaries' covenant requirements have been
met.

      6. From and after the date hereof,  all  references in the Loan  Documents
and in the other Related  Agreements to the Post-Closing  Letter shall be deemed
to be references  to the  Post-Closing  Letter,  as the case may be, as modified
hereby.

      7. No Other  Amendments.  Except as expressly set forth in this  Amendment
and Fee Waiver  Agreement no other term or provision of any Loan Document or any
other  Amendment is hereby amended or affected in any way and the Loan Documents
and the Amendments shall remain in full force and effect after the date hereof.

      8.  The  Borrower   understands  that  the  Borrower  has  an  affirmative
obligation  to make prompt  public  disclosure  of material  amendments  to such
agreements.

      9.  Governing  Law.  This  Amendment  and Fee  Waiver  Agreement  shall be
governed by and construed in accordance  with the laws of the State of New York,
without regard to principles of conflicts of laws.

      10.  Facsimile  Signatures;  Counterparts.  This  Amendment and Fee Waiver
Agreement  may  be  executed  by  facsimile  signatures  and in  any  number  of
counterparts,  each of which  shall be an  original,  but all of which  together
shall constitute one instrument.


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<PAGE>

      IN WITNESS  WHEREOF,  the parties hereto have executed this Amendment as a
sealed instrument as of the date set forth in the first paragraph hereof.


                                WINDSWEPT ENVIRONMENTAL GROUP, INC.

                                By: /s/ Michael O'Reilly
                                    --------------------------------------------
                                    Name:  Michael O'Reilly
                                    Title: President and Chief Executive Officer


                                LAURUS MASTER FUND, LTD.

                                By: /s/ David Grin
                                    --------------------------------------------
                                    Name:  David Grin
                                    Title: Director


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