0001169232-06-000069 Sample Contracts

AMENDMENT AND FEE WAIVER AGREEMENT
Amendment and Fee Waiver Agreement • January 10th, 2006 • Windswept Environmental Group Inc • Hazardous waste management • New York

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).

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