THIS
      NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
      OR
      ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED
      OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO
      THIS
      NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION
      OF
      COUNSEL REASONABLY SATISFACTORY TO WINDSWEPT ENVIRONMENTAL GROUP, INC. THAT
      SUCH
      REGISTRATION IS NOT REQUIRED.

     

    SECOND
      AMENDED AND RESTATED SECURED TERM NOTE

     

    FOR
      VALUE
      RECEIVED, WINDSWEPT ENVIRONMENTAL GROUP, INC., a Delaware corporation (the
      “Company”),
      promises to pay to LAURUS MASTER FUND, LTD., c/o M&C Corporate Services
      Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand
      Cayman, Cayman Islands, Fax: 345-949-8080 (the “Holder”)
      or its
      registered assigns or successors in interest, on order, the sum of Six Hundred
      Thousand ($600,000), or, if different, the aggregate principal amount
      outstanding hereunder together with any accrued and unpaid interest hereon,
      on
      January 12, 2008 (the “Maturity
      Date”)
      if not
      sooner paid. The Note amends and restates in its entirety and is given in
      substitution and not in satisfaction of the certain Amended and Restated Secured
      Term Note of the Company dated April 17, 2007. 

     

    Capitalized
      terms used herein without definition shall have the meanings ascribed to such
      terms in that certain Reaffirmation and Ratification Agreement dated as of
      January 12, 2007 by and between the Company and the Holder (as amended, modified
      and/or supplemented from time to time, the “Agreement”).

     

    The
      following terms shall apply to this Second Amended and Restated Secured Term
      Note (this “Note”):

     

    ARTICLE
      I

    CONTRACT
      RATE AND AMORTIZATION

     

    1.1 Contract
      Rate.
      Subject
      to Sections 2.2 and 3.9, interest payable on the outstanding principal amount
      of
      this Note (the “Principal
      Amount”)
      shall
      accrue at a rate per annum equal to seventeen and one half percent (17.50%).
      Interest shall be (i) calculated on the basis of a 360-day year, and (ii)
      payable monthly, in arrears, commencing on the first business day of each
      consecutive calendar month hereafter through and including the Maturity Date,
      and on the Maturity Date, whether by acceleration or otherwise.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II

    EVENTS
      OF DEFAULT

     

    2.1 Events
      of Default.
      The
      occurrence of any of the following events set forth in this Section 2.1 shall
      constitute an event of default (“Event
      of Default”)
      hereunder:

     

    (a) Failure
      to Pay.
      The
      Company fails to pay when due any installment of principal, interest or other
      fees hereon in accordance herewith, or the Company fails to pay any of the
      other
      Obligations (under and as defined in the Master Security Agreement) when due,
      and, in any such case, such failure shall continue for a period of three (3)
      business days following the date upon which any such payment was
      due;

     

    (b) Breach
      of Covenant.
      The
      Company or any of its Subsidiaries breaches any covenant or any other term
      or
      condition of this Note in any material respect and such breach, if subject
      to
      cure, continues for a period of thirty (30) days after the occurrence
      thereof;

     

    (c) Breach
      of Representations and Warranties.
      Any
      representation, warranty or statement made or furnished by the Company or any
      of
      its Subsidiaries in this Note, the Purchase Agreement or any other Related
      Agreement shall at any time be false or misleading in any material respect
      on
      the date as of which made or deemed made;

     

    (d) Default
      Under Other Agreements.
      The
      occurrence of any default (or similar term) in the observance or performance
      of
      any other agreement or condition relating to any indebtedness or contingent
      obligation of the Company or any of its Subsidiaries beyond the period of grace,
      if any,
      the
      effect of which default is to cause, or permit the holder or holders of such
      indebtedness or beneficiary or beneficiaries of such contingent obligation
      to
      cause, such indebtedness to become due prior to its stated maturity or such
      contingent obligation to become payable;

     

    (e) Bankruptcy.
      The
      Company or any of its Subsidiaries shall (i) apply for, consent to or
      suffer to exist the appointment of, or the taking of possession by, a receiver,
      custodian, trustee or liquidator of itself or of all or a substantial part
      of
      its property, (ii) make a general assignment for the benefit of creditors,
      (iii) commence a voluntary case under the federal bankruptcy laws (as now or
      hereafter in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file
      a
      petition seeking to take advantage of any other law providing for the relief
      of
      debtors, (vi) acquiesce to, without challenge within ten (10) days of the filing
      thereof, or failure to have dismissed, within thirty (30) days, any petition
      filed against it in any involuntary case under such bankruptcy laws, or (vii)
      take any action for the purpose of effecting any of the foregoing;

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    (f) Judgments.
      Attachments or levies in excess of $75,000 in the aggregate are made upon the
      Company or any of its Subsidiary’s assets or a judgment is rendered against the
      Company’s property involving a liability of more than $75,000 which shall not
      have been vacated, discharged, stayed or bonded within thirty (30) days from
      the
      entry thereof;

     

    (g) Insolvency.
      The
      Company or any of its Subsidiaries shall admit in writing its inability, or
      be
      generally unable, to pay its debts as they become due or cease operations of
      its
      present business;

     

    (h) Change
      in Control.
      The
      occurrence of any of the following: (i) any “Person” or “group” (as such terms
      are defined in Sections 13(d) and 14(d) of the Exchange Act, as in effect on
      the
      date hereof) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and
      13d-5 under the Exchange Act), directly or indirectly, of 20% or more on a
      fully
      diluted basis of the then outstanding voting equity interest of the Company
      (other than a “Person” or “group” that beneficially owns 20% or more of such
      outstanding voting equity interests of the Company on the date hereof), (ii)
      the
      Board of Directors of the Company shall cease to consist of a majority of the
      Company’s board of directors on the date hereof (or directors appointed by a
      majority of the board of directors in effect immediately prior to such
      appointment) or (iii) the departure of Michael O’Reilly from senior management
      of the Company;

     

    (i) Indictment;
      Proceedings.
      The
      indictment or threatened indictment of the Company or any of its Subsidiaries
      or
      any executive officer of the Company or any of its Subsidiaries under any
      criminal statute, or commencement or threatened commencement of criminal or
      civil proceeding against the Company or any of its Subsidiaries or any executive
      officer of the Company or any of its Subsidiaries pursuant to which statute
      or
      proceeding penalties or remedies sought or available include forfeiture of
      any
      of the property of the Company or any of its Subsidiaries; or

     

    (j) Replacement
      Note.
      The
      Company’s failure to issue a replacement Note to the Holder and the Company
      shall fail to deliver such replacement Note within seven (7) business
      days.

     

    2.2 Default
      Interest.
      Following the occurrence and during the continuance of an Event of Default,
      the
      Company shall pay additional interest on this Note in an amount equal to 5.0%
      per annum, and all outstanding obligations under this Note, the Purchase
      Agreement and each other Related Agreement, including unpaid interest, shall
      continue to accrue interest at such additional interest rate from the date
      of
      such Event of Default until the date such Event of Default is cured or
      waived.

     

    2.3 Default
      Payment.
      Following the occurrence and during the continuance of an Event of Default,
      the
      Holder, at its option, may demand repayment in full of all obligations and
      liabilities owing by Company to the Holder under this Note, and the Agreement
      and/or any other related agreement and/or may elect, in addition to all rights
      and remedies of the Holder under the Agreement and/or other related agreements
      require the Company to make a Default Payment (“Default
      Payment”).
      The
      Default Payment shall be 110% of the outstanding principal amount of the Note,
      plus accrued but unpaid interest, all other fees then remaining unpaid, and
      all
      other amounts payable hereunder. The Default Payment shall be applied first
      to
      any fees due and payable to the Holder pursuant to this Note, the Purchase
      Agreement, and/or the other Related Agreements, then to accrued and unpaid
      interest due on this Note and then to the outstanding principal balance of
      this
      Note. The Default Payment shall be due and payable immediately on the date
      that
      the Holder has exercised its rights pursuant to this Section 2.3.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      III

    MISCELLANEOUS

     

    3.1 Cumulative
      Remedies.
      The
      remedies under this Note shall be cumulative.

     

    3.2 Failure
      or Indulgence Not Waiver.
      No
      failure or delay on the part of the Holder hereof in the exercise of any power,
      right or privilege hereunder shall operate as a waiver thereof, nor shall any
      single or partial exercise of any such power, right or privilege preclude other
      or further exercise thereof or of any other right, power or privilege. All
      rights and remedies existing hereunder are cumulative to, and not exclusive
      of,
      any rights or remedies otherwise available.

     

    3.3 Notices.
      Any
      notice herein required or permitted to be given shall be in writing and shall
      be
      deemed effectively given: (a) upon personal delivery to the party notified,
      (b)
      when sent by confirmed telex or facsimile if sent during normal business hours
      of the recipient, if not, then on the next business day, (c) five days after
      having been sent by registered or certified mail, return receipt requested,
      postage prepaid, or (d) one day after deposit with a nationally recognized
      overnight courier, specifying next day delivery, with written verification
      of
      receipt. All communications shall be sent to the Company at the address provided
      in the Purchase Agreement (except that notices to the Company should go to
      its
      new address at 895 Waverly Avenue, Holtsville, NY 11742; Attention: Chief
      Executive Officer, Fax: 631-447-1680 and that copies of notices shall also
      be
      sent to Moomjian, Waite, Wactlar & Coleman, LLP 100 Jericho Quadrangle,
      Suite 225 Jericho New York 11753, Fax Number 516-937-5050 Attn; Gary Moomjian,
      Esq.), and to the Holder at the address provided in the Purchase Agreement
      for
      such Holder, with a copy to Laurus Capital Management, LLC, Attn: Portfolio
      Services, 335 Madison Avenue, 10th
      Floor,
      New York, New York 10017, facsimile number (212) 541-4434, or at such other
      address as the Company or the Holder may designate by ten days advance written
      notice to the other parties hereto.

     

    3.4 Amendment
      Provision.
      The
      term “Note” and all references thereto, as used throughout this instrument, the
      Agreement or any related agreement, shall mean this instrument as originally
      executed, or if later amended or supplemented, then as so amended or
      supplemented, and any successor instrument as such successor instrument may
      be
      amended or supplemented.

     

    3.5 Assignability.
      This
      Note shall be binding upon the Company and its successors and assigns, and
      shall
      inure to the benefit of the Holder and its successors and assigns, and may
      be
      assigned by the Holder in accordance with the requirements of the Purchase
      Agreement. The Company may not assign any of its obligations under this Note
      without the prior written consent of the Holder, any such purported assignment
      without such consent being null and void.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    3.6 Cost
      of Collection.
      In case
      of any Event of Default under this Note, the Company shall pay the Holder
      reasonable costs of collection, including reasonable attorneys’
fees.

     

    3.7 Governing
      Law, Jurisdiction and Waiver of Jury Trial.

     

    (a) THIS
      NOTE
      SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS
      OF
      THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
      LAW.

     

    (b) THE
      COMPANY HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED
      IN
      THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION
      TO
      HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE COMPANY, ON THE ONE HAND,
      AND THE HOLDER, ON THE OTHER HAND, PERTAINING TO THIS NOTE OR ANY OF THE OTHER
      RELATED AGREEMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS NOTE
      OR
      ANY OF THE RELATED AGREEMENTS; PROVIDED,
      THAT
      THE COMPANY ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE
      HEARD
      BY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK, STATE OF NEW YORK; AND
      FURTHER PROVIDED,
      THAT
      NOTHING IN THIS NOTE SHALL BE DEEMED OR OPERATE TO PRECLUDE THE HOLDER FROM
      BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT
      THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE
      OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE
      HOLDER. THE COMPANY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH; THE
      COMPANY HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF
      PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM
      NON CONVENIENS.
      THE
      COMPANY HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER
      PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH
      SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED
      MAIL
      ADDRESSED TO THE COMPANY AT THE ADDRESS SET FORTH IN THE PURCHASE AGREEMENT
      AND
      THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF THE COMPANY’S
      ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER
      POSTAGE PREPAID.

     

    (c) THE
      COMPANY DESIRES THAT ITS DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
      APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS
      OF
      THE JUDICIAL SYSTEM AND OF ARBITRATION, THE COMPANY HERETO WAIVES ALL RIGHTS
      TO
      TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,
      WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE HOLDER AND THE
      COMPANY ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE
      RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS NOTE, ANY OTHER
      RELATED AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    3.8 Severability.
      In the
      event that any provision of this Note is invalid or unenforceable under any
      applicable statute or rule of law, then such provision shall be deemed
      inoperative to the extent that it may conflict therewith and shall be deemed
      modified to conform with such statute or rule of law. Any such provision which
      may prove invalid or unenforceable under any law shall not affect the validity
      or enforceability of any other provision of this Note.

     

    3.9 Maximum
      Payments.
      Nothing
      contained herein shall be deemed to establish or require the payment of a rate
      of interest or other charges in excess of the maximum permitted by applicable
      law. In the event that the rate of interest required to be paid or other charges
      hereunder exceed the maximum rate permitted by such law, any payments in excess
      of such maximum rate shall be credited against amounts owed by the Company
      to
      the Holder and thus refunded to the Company.

     

    3.10 Security
      Interest and Guarantee.
      The
      Holder has been granted a security interest (i) in certain assets of the Company
      and its Subsidiaries as more fully described in the Security Agreement and
      (ii)
      pursuant to the Pledge Agreement. The obligations of the Company under this
      Note
      are guaranteed by certain Subsidiaries of the Company pursuant to the Subsidiary
      Guaranty.

     

    3.11 Construction.
      Each
      party acknowledges that its legal counsel participated in the preparation of
      this Note and, therefore, stipulates that the rule of construction that
      ambiguities are to be resolved against the drafting party shall not be applied
      in the interpretation of this Note to favor any party against the other.


     

    3.12 This
      Note
      may be prepaid at any time without premium or penalty.

     

    3.13 Registered
      Obligation.
      This
      Note is intended to be a registered obligation within the meaning of Treasury
      Regulation Section 1.871-14(c)(1)(i) and the Company (or its agent) shall
      register this Note (and thereafter shall maintain such registration) as to
      both
      principal and any stated interest. Notwithstanding any document, instrument
      or
      agreement relating to this Note to the contrary, transfer of this Note (or
      the
      right to any payments of principal or stated interest thereunder) may only
      be
      effected by (i) surrender of this Note and either the reissuance by the Company
      of this Note to the new holder or the issuance by the Company of a new
      instrument to the new holder, or (ii) transfer through a book entry system
      maintained by the Company (or its agent), within the meaning of Treasury
      Regulation Section 1.871-14(c)(1)(i)(B)

     

    [Balance
      of page intentionally left blank; signature page follows]

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      Company has caused this Second Amended and Restated Secured Term Note to be
      signed in its name effective as of this 17th day of July 2007.

    

      
        	
              	
                WINDSWEPT
                  ENVIRONMENTAL GROUP, INC.

                 

                 

              
	 	
                By:

              	
                   
                  /s/ Michel O’Reilly

              
	 	
              	
                Name:

              
	 	
              	
                Title:

              
	
                WITNESS:

              	 	 
	
                /s/
                  David Grin

              	 	 


      

    

     

    
      
        
        

      

      
        -7-