OMNIBUS
      AMENDMENT 

    


    This
      Omnibus Amendment (this “Amendment”),
      dated
      as of July 31, 2008, by and between Windswept Environmental Group, Inc., a
      Delaware corporation (the “Company”),
      Valens Offshore SPV I, Ltd., a Cayman Islands company (“VOFSPVI”),
      PSource Structured Debt Limited, a Guernsey company (“PSource”),
      Valens U.S. SPV I, LLC, a Delaware limited liability company (“VUSSPVI”
and
      together with PSource and VOFSPVI, the “Holders”
and
      each, a “Holder”)
      and LV
      Administrative Services, Inc. as agent (the “Agent”)
      for
      the benefit of each of the Holders, amends that certain Amended and Restated
      Secured Convertible Term Note, dated as of September 29, 2006, issued by the
      Company to Laurus Master Fund, Ltd., a Cayman Islands company (“Laurus”),
      and
      subsequently assigned in full by Laurus to VOFSPVI, PSource and VUSSPVI (as
      previously, and as maybe, amended, modified, or supplemented from time to time,
      the “September
      2006 Convertible Note”).
      Capitalized terms used but not defined herein shall have the meanings ascribed
      to such terms in the September 2006 Convertible Note. Reference is also made
      to
      the Securities Purchase Agreement, dated as of June 30, 2005, by and between
      the
      Company and Laurus (as amended, modified or supplemented from time to time,
      the
“Purchase
      Agreement”
and
      together with the September 2006 Convertible Note and the Related Agreements
      as
      defined in the Purchase Agreement, the “Loan
      Documents”).

     

    PREAMBLE

    


    WHEREAS,
      the
      Company and Holders, as applicable, have agreed to make certain changes to
      the
      September 2006 Convertible Note as set forth herein; and

     

    WHEREAS,
      the
      Company has agreed to make certain payments as set forth herein.

     

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

     

    1.  Each
      of
      VOFSPVI, PSource, VUSSPVI and the Company consent to the deferral of payment
      of
      ninety percent (90%) of the Monthly Amount (i.e. $90,000.00) under the September
      2006 Convertible Note otherwise due on August 1, 2008 (the “Deferred
      Amount”)
      on the
      terms, and subject to the conditions, set forth herein. Notwithstanding, the
      terms of the September 2006 Convertible Note, the remaining ten percent (10%)
      of
      the Monthly Amount (i.e. $10,000.00) due on August 1, 2008 shall be applied
      to
      the repayment of the Principal Amount. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.  The
      Company hereby covenants and agrees that the Deferred Amount shall be payable
      in
      full on the earlier of (i) the date that the Company receives any payment
      resulting from or pertaining to any past or current litigation involving the
      Company or (ii) November 1, 2008. 

     

    3.  From
      and
      after September 1, 2008, regularly scheduled amortizing Monthly Amounts required
      pursuant to the terms of the September 2006 Convertible Note will be due and
      payable per the terms and on the date set forth in the September 2006
      Convertible Note. 

     

    4.  In
      consideration of the Holders agreement to the transactions contemplated hereby,
      and for other good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the Company hereby agrees to pay to the Holders
      the aggregate sum of $30,000.00 as additional interest (“Additional
      Interest”)
      with
      respect to the outstanding principal amount evidenced by the September 2006
      Convertible Note. The
      Additional Interest shall be deemed fully earned on the date hereof and shall
      be
      paid ratably to the Holders of the September 2006 Convertible Note ($1,758.53
      to
      VOFSPVI, $1,293.13 to VUSSPVI, $26,948.34 to PSource), at such time as the
      Company is required to repay all of the outstanding principal balance evidenced
      by the September 2006 Convertible Note, whether at the Maturity Date, upon
      acceleration, prepayment or otherwise. The
      parties hereby agree that the fair market value of the Additional Interest
      (as
      reasonably determined by the parties) received by the Holders in consideration
      of the amendments herein made by the Holders hereunder is hereby designated
      as
      additional interest. The parties hereto further agree to file all applicable
      tax
      returns in accordance with such characterizations set forth above, treating
      each
      obligation to each Holder as a separate obligation, and shall not take a
      position on any tax return or in any judicial or administrative proceeding
      that
      is inconsistent with such characterization. Notwithstanding the foregoing,
      nothing contained in this paragraph shall, or shall be deemed to, modify or
      impair in any manner whatsoever the Company’s obligations from time to time
      owing to the Holders under the Loan Documents.

     

    5. The
      amendments set forth above shall be effective as of the date first above written
      (the “Amendment
      Effective Date”)
      if
      each of the Company, the Holders and the Agent shall have duly executed this
      Amendment and the Company shall have delivered to the Agent its respective
      counterpart to this Amendment.

     

    6. Except
      as
      specifically set forth in this Amendment or as previously agreed to in writing
      by the appropriate parties, there are no other amendments, modifications or
      waivers to the Loan Documents, and all other forms, terms and provisions of
      the
      Loan Documents remain in full force and effect.

     

    7. The
      Company hereby represents and warrants to the Holders that (i) after giving
      effect to this Amendment, no Event of Default (as defined in the Loan Documents)
      exists on the date hereof, (ii) on the date hereof, after giving effect to
      this
      Amendment, all representations and warranties made by the Company in connection
      with the Loan Documents, as amended, modified or supplemented continues to
      be
      true, correct and complete as of the first date given and (iii) on the date
      hereof, after giving effect to this Amendment, all of the Company’s and its
      Subsidiaries’ covenant requirements have been met.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8. This
      Amendment shall be binding upon the parties hereto and their respective
      successors and permitted assigns and shall inure to the benefit of and be
      enforceable by each of the parties hereto and their respective successors and
      permitted assigns. THIS
      AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY
      THE
      LAW OF THE STATE OF NEW YORK.
      This
      Amendment may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which shall constitute one instrument.

     

    [signature
      page follows]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      each of
      the parties hereto has executed this Amendment or has caused this Amendment
      to
      be executed on its behalf by a representative duly authorized, all as of the
      date first above set forth.

     

    
      	
              COMPANY:

               

              
                Windswept
                  Environmental Group, Inc.

                 

                 

                 

              

            	 	 	
              HOLDERS:

              
                Valens
                  Offshore SPV I, Ltd.

                By:
                  Valens Capital Management, LLC, its 

                investment
                  manager

              

            
	
              By:     
                 /s/ Michael
                O’Reilly                             
                

            	 	 	
              By:     
                 /s/ Scott
                Bluestein                                            
                

            
	
              Name:
                Michael
                O’Reilly                                    
                

            	 	 	
              Name:
                Scott
                Bluestein                                                  
                

            
	
              Title:  
                President/CEO                                        
                

            	 	 	
              Title:  
                Authorized
                Signatory                                       
                

            


    

    
      	 	 	 
	 	
              Valens
                U.S. SPV I, LLC

              By:
                Valens Capital Management, LLC, its 

              investment
                manager 

            
	 
 	 
 	
              
 

               

            
	 	 	By:      
               /s/ Scott
              Bluestein                                          
              
	 	
              Name: 
                Scott
                Bluestein                                                 
                

            
	 	
              Title:   
                Authorized
                Signatory                                      

            


    

     

    
      
        	 	 	 
	 	
                
                  PSOURCE
                    STRUCTURED DEBT LIMITED

                

              
	 
 	 
 	
                
 

                 

              
	 	 	By:      
                 /s/ Soondra
                Appavoo                                      
	 	
                Name: 
                  Soondra
                  Appavoo                                             

              
	 	
                Title:   
                  Managing
                  Director                                            
                  

              


      

       

    

    
      
        	 	 	 
	 	
                AGENT:

                 

                
                  LV
                    Administrative Service, Inc. as Agent

                

              
	 
 	 
 	
                
 

                 

              
	 	 	By:      
                 /s/ Scott
                Bluestein                                          
                
	 	
                Name: 
                  Scott
                  Bluestein                                                 
                  

              
	 	
                Title:   
                  Authorized
                  Signatory                                      

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                AGREED
                  AND ACKNOWLEDGED:

                 

                
                  TRADE-WINDS
                    ENVIRONMENTAL 

                  RESTORATION
                    INC.

                   

                   

                

              	 	 	 
	
                By:       
                  /s/ Michael
                  O’Reilly                                 
                  

              	 	 	 
	
                Name:  
                  Michael
                  O’Reilly                                      
                  

              	 	 	
              
	
                Title:    
                  President/CEO                                          

              	 	 	 


      

    

    
       

      
        
          	
                  
                    NORTH
                      ATLANTIC LABORATORIES, 

                    INC.

                     

                  

                   

                	 	 	 
	
                  By:       
                    /s/ Michael
                    O’Reilly                                 
                    

                	 	 	 
	
                  Name:  
                    Michael
                    O’Reilly                                      
                    

                	 	 	
                
	
                  Title:    
                    President/CEO                                          

                	 	 	 


        

         

      

    

    
      
        
          	
                  
                    ENVIRONMENTAL
                      RESTORATION, INC.

                  

                   

                   

                	 	 	 
	
                  By:       
                    /s/ Michael
                    O’Reilly                                 
                    

                	 	 	 
	
                  Name:  
                    Michael
                    O’Reilly                                      
                    

                	 	 	
                
	
                  Title:    
                    President/CEO                                          

                	 	 	 


        

         

      

    

    
      
        	
                
                  
                    RESTORENET,
                      INC.

                  

                

                 

                 

              	 	 	 
	
                By:       
                  /s/ Michael
                  O’Reilly                                 
                  

              	 	 	 
	
                Name:  
                  Michael
                  O’Reilly                                      
                  

              	 	 	
              
	
                Title:    
                  President/CEO