EXHIBIT 10.22
TERMINATION AGREEMENT
THIS
TERMINATION
AGREEMENT,
dated as of June 30, 2005 is made between
Spotless Plastics (USA) Inc. (the
"Company"),
a Delaware
corporation with
an
office at 150 Motor Parkway, Hauppage, New York 11788, and Windswept
Environmental Group, Inc. ("WEGI"), a
Delaware corporation with an office at 100
Sweeneydale Avenue, Bay Shore, New York 11706 (each a
Party and,
collectively
the "Parties").
WITNESSETH:
WHEREAS, the
Parties are parties to a Security Agreement, dated October 29,
1999, as amended, modified and/or
supplemented;
WHEREAS,
the Parties have
entered into certain agreements, dated the date
hereof with Laurus Master Fund, Ltd., a
Cayman Islands company; and
NOW, THEREFORE,
in consideration of
the mutual covenants contained herein,
intending to be legally bound hereby, the
Parties agree as follows:
Section 1.
Termination of the Agreement.
Effective as of
the date hereof, the
Agreement shall be
terminated in its
entirety and shall be of no further force
or effect.
Section 2. Form
UCC-3 Execution and Filing
The Company
shall duly execute and
file with the Secretary of State of New
York on the date hereof a termination
statement on Form
UCC-3 terminating
all
security interests in all of the assets of
WEGI.
Section 3.
Further Assurances.
Each Party shall
cooperate with, and
take such action as may be reasonably
requested by, another Party in order to
carry out the provisions and pu
