EXHIBIT 10.27
ACCOUNT RECEIVABLE SALE AGREEMENT
THIS SALE OF
ACCOUNT RECEIVABLE
AGREEMENT (this "Agreement"), dated as of
June 30, 2005, is made by and among Windswept Environmental Group, Inc., a
Delaware corporation ("WEGI") and
Trade-Winds
Environmental Restoration Inc., a
New York corporation, ("Trade-Winds") each with an office at 100
Sweeneydale
Avenue, Bay Shore, New York 11706 and
Spotless Plastics (USA), Inc., a Delaware
corporation with an office at 150 Motor Parkway, Hauppauge, New York 11788
("Spotless" or the "Assignor").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS,
WEGI, Trade-Winds and
Spotless entered into an Account Receivable
Finance Agreement dated as of February 5, 2004 (the "Finance Agreement"),
pursuant to which WEGI and Trade-Winds sold certain accounts receivable to
Spotless; and
WHEREAS,
Spotless, WEGI and Trade-Winds have agreed that Spotless
shall
sell an account receivable to Trade-Winds
pursuant to the terms
and conditions
contained herein.
NOW,
THEREFORE,
in consideration of the foregoing and
for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is HEREBY AGREED:
1. Sale and
Purchase. As of the
date hereof, and
subject to the terms and
conditions set forth herein, Spotless
sells, assigns,
delivers and transfers to
WEGI and Trade-Winds (collectively,
the "Purchaser" or the
"Assignee"), and the
Purchaser purchases, assumes, receives and accepts, all right, title and
interest in and to the account in the currently outstanding amount of
$189,196.82, bearing the Purchaser identification number NYC004, due from the
New York City Department of Environmental
Protection (the "Account"), including,
without limitation, all of Assignor's rights, title and interest to all
agreements, instruments, invoices, and other documents
evidencing, or relating
to the Account and any actions, claims, lawsuits or rights of any nature
whatsoever, whether against the debtor or any
other party, arising out of or in
connection with the Account, including,
without limitation, Assignor's rights to
receive any cash, securities, instruments and/or other property issued in
respect of the Account to Assignor (all of
the foregoing, the "Assets").
2. Payment of
the Purchase Price. On or before June 30, 2006, the Purchaser
shall pay to Spotless the amount of the purchase price of the Assets, in
immediately available funds, $189,196.82 (the "Purchase
Price"). Each of
WEGI
and Trade-Winds shall be jointly and severally
liable for the
entire
