EXHIBIT 10.01
AMENDMENT AND FEE WAIVER AGREEMENT
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This Amendment and Fee Waiver Agreement dated as of November 23,
2005
(the "Amendment and Fee Waiver 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 23, 2005.
Capitalized terms used herein without
definition shall have the meanings ascribed
to such terms in the Securities
Purchase Agreement (as defined below) and
the Note (as defined below).
WHEREAS, the Borrower filed a registration statement on October 3,
2005
(as amended, modified or supplemented, the
"Registration Statement"), in order
to register certain shares of the
Borrower's Common Stock (as amended, modified
or supplemented, the "Common Stock")
underlying (a) an Amended and Restated
Secured Convertible Term Note the Borrower
issued to Laurus on October 6, 2005
in the aggregate original principal amount
of $7,350,000 (as amended, modified
or supplemented, the "Note") pursuant to
the terms of the Securities Purchase
Agreement, dated as of June 30, 2005
between the Borrower and Laurus (as
amended, modified or supplemented, the
"Securities Purchase Agreement" and
together with the Related Agreements as
defined therein, the "Loan Documents");
(b) a warrant issued by the Borrower to
Laurus on June 30, 2005 to purchase
13,750,000 shares of the Common Stock (as
amended, modified or supplemented, the
"Warrant"); and (c) an option issued by the
Borrower to Laurus on June 30, 2005
to purchase 30,395,179 shares of Common
Stock (as amended, modified or
supplemented, the "Option");
WHEREAS, pursuant to Section 3.7 of the Note, the Borrower is
obligated to reserve from its authorized
and unissued shares of Common Stock a
sufficient number of shares to provide for
the issuance of shares upon the full
conversion and/or exercise of the Warrant,
the Option and the Note after the
earlier to occur of (x) December 31, 2005
and (y) the date of the Borrower's
next shareholder's meeting (the "Additional
Authorization Date");
WHEREAS, the Borrower, issued 1,500,000 shares of Common Stock
to
Laurus on September 12, 2005 pursuant to
its partial exercise of the Option;
WHEREAS, pursuant to Section 6 of the Option, the Borrower is
obligated
to reserve from its authorized and unissued
Common Stock a sufficient number of
shares to provide for the issuance of
shares upon the full exercise of the
Option, after the Additional Authorization
Date;
WHEREAS, pursuant to Section 6 of the Warrant, the Borrower is
obligated to reserve from its authorized
and unissued Common Stock a sufficient
number of shares to provide for the
issuance of shares upon the full conversion
of the Warrant, after the Additional
Authorization Date;
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WHEREAS, the Borrower entered into a securities purchase agreement
with
Laurus on June 30, 2005 (the "Securities
Purchase Agreement") to set forth,
among other things, the terms of the
issuance of the Note, the Option and the
Warrant;
WHEREAS, pursuant to Section 4.3(d) of the Securities Purchase
Agreement, the Borrower is obligated to
reserve from its authorized and unissued
Common Stock a sufficient number of shares
to provide for the issuance of shares
upon the full conversion and/or exercise of
the Note, the Warrant and the
Option, after the Additional Authorization
Date;
WHEREAS, Laurus has agreed to extend the Additional Authorization
Date
to th
