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 payable under the
Note for the months of November and
December 2005 until the Maturity Date, and
Laurus wishes to allow the Borrower
to defer payment of all such Monthly
Principal Amounts and to allocate and
include such Monthly Principal Amounts with
the final payment due with respect
to the Note on the Maturity Date, as is
more fully described in Section 1 below;
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. Deferral of Certain Principal Payments. Laurus hereby agrees
that
the Monthly Principal Amount for each of
November and December 2005 due from the
Borrower to Laurus under the Note, equal to
an aggr
