EXHIBIT 10.01 AMENDMENT AND DEFERRAL AGREEMENT

                                                                 EXHIBIT 10.01

                        AMENDMENT AND DEFERRAL AGREEMENT

                        --------------------------------

         This Amendment and Deferral Agreement (the "Amendment and Deferral

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 November 10, 2005.

         WHEREAS, the Borrower issued an Amended and Restated Secured

Convertible Term Note to Laurus on October 6, 2005 in the aggregate original

principal amount of $7,350,000 (the "Note"), payable in full on June 30, 2008

(the "Maturity Date");

         WHEREAS, pursuant to Section 1.3 of the Note, the Borrower is obligated

to repay to Laurus $229,687.50 of the principal amount (the "Monthly Principal

Amount") of the Note, together with interest accrued thereon, on the first

business day of each consecutive calendar month starting November 1, 2005 (prior

to giving effect to this Amendment);

         WHEREAS, Laurus has previously agreed to extend the grace period set

forth in Section 4.1(a) of the Note through the date hereof;

         WHEREAS, the Borrower wishes to defer the payment of the Monthly

Principal Amount due and payab