REAFFIRMATION
      AND RATIFICATION AGREEMENT

     

    July
      17,
      2007

    Laurus
      Master Fund, Ltd.

    c/o
      Laurus Capital Management, LLC

    335
      Madison Avenue 10th
      Floor

    New
      York,
      New York 10017

     

    Ladies
      and Gentlemen:

     

    Reference
      is hereby made to each of the (i) Securities Purchase Agreement, dated
      June 30, 2005, between Laurus Master Fund, Ltd. (the “Purchaser”) and
      Windswept Environmental Group, Inc. (the “Company”) (as amended, modified or
      supplemented from time to time, the "Purchase Agreement"); (ii) Amended and
      Restated Secured Convertible Term Note dated September 29, 2006, issued by
      the
      Company in favor of Purchaser, in the aggregate principal amount of
      $5,942,175.00 (as amended, modified or supplemented from time to time, the
      "Note"); (iii) Option Agreement (as amended, modified or supplemented from
      time
      to time, the "Option"), dated June 30, 2005, between the Purchaser and the
      Company granting Purchaser the right to purchase 30,395,179 shares of the
      Company's common stock, par value $0.0001 per share (the "Common Stock") at
      an
      exercise price of $.0001 per share; (iv) Common Stock Purchase Warrant (as
      amended, modified or supplemented from time to time, the "Warrant"), dated
      June
      30, 2005, issued by the Company to Purchaser granting Purchaser the right to
      purchase 13,750,000 shares of the Common Stock; (v) Master Security Agreement
      (as amended, modified or supplemented from time to time, the "Security
      Agreement"), dated June 30, 2005, by and among the Purchaser, the Company and
      its wholly owned subsidiaries, Trade-Winds Environmental Restoration Inc.,
      a New
      York corporation ("Trade-Winds"), and North Atlantic Laboratories, Inc., a
      New
      York corporation ("North Atlantic" and together with Trade-Winds, the
      "Subsidiaries"); (vi) Funds Escrow Agreement (the "Escrow Agreement"), dated
      June 30, 2005, by and among the Purchaser, the Company and Loeb & Loeb LLP;
      (vii) Registration Rights Agreement, dated June 30, 2005, by and between the
      Purchaser and the Company (as amended, modified or supplemented from time to
      time, the "Registration Rights Agreement"); (viii) Stock Pledge Agreement dated
      June 30, 2005, by and among the Purchaser, the Company and the Subsidiaries
      (as
      amended, modified or supplemented from time to time, the "Pledge Agreement");
      (ix) the Guaranty dated June 30, 2005 issued by Michael O’Reilly to the
      Purchaser (as amended, modified or supplemented from time to time, the “O’Reilly
      Guaranty”); and (x) Subsidiary Guarantee, dated June 30, 2005, issued by each of
      the Subsidiaries to the Purchaser (as amended, modified or supplemented from
      time to time, the “Subsidiary Guarantee”). (the documents referred to in each of
      the preceding clauses (i) through (x) are collectively referred to herein as
      the
“Existing Security and Guaranty Agreements”).

     

    To
      induce
      Laurus to provide additional financial accommodations to the Company evidenced
      by (i) that certain Second Amended and Restated Secured Term Note, dated the
      date hereof, made by the Company in favor of Laurus (as amended, modified or
      supplemented from time to time, the “Amended and Restated Laurus Term Note”)
      each of the Company, Trade-Winds and North Atlantic hereby jointly and
      severally: 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (a) represents
      and warrants to Laurus that it has reviewed and approved the terms and
      provisions of Amended and Restated Laurus Term Note and the documents,
      instruments and agreements entered into in connection therewith; 

     

    (b) acknowledges,
      ratifies and confirms that all indebtedness incurred by, and all other
      obligations and liabilities of, each of the Company, Trade-Winds and North
      Atlantic under the Amended and Restated Laurus Term Note are (i) “Obligations”
under, and as defined in the Subsidiary Guaranty, (ii) “Obligations” under, and
      as defined in, the Master Security Agreement and (iii) “Obligations” under, and
      as defined in, the Stock Pledge Agreement;

     

    (c) acknowledges,
      ratifies and confirms that each of the Amended and Restated Laurus Term Note
      are
“Documents” under, and as defined in, each of the Subsidiary Guaranty, the
      Master Security Agreement and the Stock Pledge Agreement ;

     

    (d) acknowledges,
      ratifies and confirms that all of the terms, conditions, representations and
      covenants contained in the Existing Security and Guaranty Agreements are in
      full
      force and effect and shall remain in full force and effect after giving effect
      to the execution and effectiveness of each of the Amended and Restated Laurus
      Term Note;

     

    (e) represents
      and warrants that no offsets, counterclaims or defenses exist as of the date
      hereof with respect to any of the undersigned’s obligations under any Existing
      Security and Guaranty Agreement; 

     

    (f) acknowledges,
      ratifies and confirms the grant by each of the Company, Trade-Winds and North
      Atlantic to Laurus of a security interest in the assets of (including the equity
      interests owned by) each of the Company, Trade-Winds and North Atlantic,
      respectively, as more specifically set forth in the Existing Security and
      Guaranty Agreements; and

     

    (g) The
      Company shall use the net proceeds from its sale of the Amended and Restated
      Term Note solely for working capital purposes. Under no condition will the
      proceeds from the sale of the Amended and Restated Term Note be used by the
      Company, Trade-Winds or North Atlantic to reduce existing debt of the Company,
      Trade-Winds or North Atlantic including but not limited to monies owed to
      Spotless Plastics (USA), Inc. The Company agrees to furnish the Purchaser with
      all written evidence that it may reasonably require with documenting such use
      of
      proceeds.

     

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    This
      letter agreement shall be governed by and construed in accordance with the
      laws
      of the State of New York.

     

    
      	
              Very
                truly yours,

            
	 	 
	
              WINDSWEPT
                ENVIRONMENTAL

              GROUP,
                INC.

            
	 	 
	
              By:

            	/s/Michael
              O’Reilly 
	
              Name:

            	 
	
              Title

            	 
	 	 
	 	 
	
              TRADE-WINDS
                ENVIRONMENTAL

              RESTORATION
                INC.

            
	 	 
	
              By:

            	/s/Michael
              O’Reilly
	
              Name:

            	 
	
              Title

            	 
	 	 
	 	 
	
              NORTH
                ATLANTIC LABORATORIES,

              INC.

            
	 	 
	
              By:
                

            	/s/Michael
              O’Reilly
	
              Name:

            	 
	
              Title

            	 


    

    


    Acknowledged
      and Agreed to by:

    


    
      	
              LAURUS
                MASTER FUND, LTD.

            
	 
	
              By:

            	/s/David
              Grin
	 	
              Name:

            
	 	
              Title:

            


    

     

    
      
        
        

      

      
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