WINDSWEPT ENVIRONMENTAL GROUP INC
EXHIBIT 10.3
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exh103-050524.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
                                                                    EXHIBIT 10.3

         THIS  OPTION AND THE SHARES OF COMMON  STOCK ISSUABLE UPON
         EXERCISE OF THE OPTION HAVE NOT BEEN  REGISTERED UNDER THE
         SECURITIES   ACT  OF  1933,  AS   AMENDED,  OR  ANY  STATE
         SECURITIES LAWS. THIS OPTION AND THE COMMON STOCK ISSUABLE
         UPON  EXERCISE OF THIS OPTION MAY NOT BE SOLD, OFFERED FOR
         SALE,  PLEDGED  OR  HYPOTHECATED  IN  THE  ABSENCE  OF  AN
         EFFECTIVE  REGISTRATION  STATEMENT AS TO THIS OPTION UNDER
         SAID  ACT AND  ANY  APPLICABLE STATE SECURITIES LAWS OR AN
         OPINION OF COUNSEL REASONABLY  SATISFACTORY  TO  WINDSWEPT
         ENVIRONMENTAL  GROUP,  INC.  THAT SUCH REGISTRATION IS NOT
         REQUIRED.

                    Right to Purchase up to 30,395,179 Shares
                    -----------------------------------------
             of Common Stock of Windswept Environmental Group, Inc.
             ------------------------------------------------------
                   (subject to adjustment as provided herein)
                   ------------------------------------------

                                     OPTION

No. _________________                                  Issue Date: June 30, 2005

     WINDSWEPT ENVIRONMENTAL GROUP, INC., a corporation organized under the laws
of the State of Delaware ("Company"), hereby certifies that, for value received,
LAURUS MASTER FUND, LTD., or assigns (the "Holder"), is entitled, subject to the
terms set forth below, to purchase from the Company (as defined herein) from and
after  the Issue Date of this Option and at any time or from time to time before
5:00 p.m.  New  York  time, through  the  close  of business June 30, 2005, (the
"Expiration Date"),  up  to  30,395,179 fully paid and  nonassessable  shares of
Common  Stock  (as  hereinafter  defined),  $0.0001 par value per share,  at the
applicable  Exercise  Price  per  share  (as  defined  below).  The  number  and
character  of such shares of Common Stock and the  applicable Exercise Price per
share are subject to adjustment as provided herein.

     As used herein the following terms,  unless the context otherwise requires,
have the following respective meanings:


        (a) The term "Company" shall include Windswept Environmental Group, Inc.
     and  any  corporation  that  shall  succeed, or  assume the obligations of,
     Windswept Environmental Group, Inc. hereunder.

        (b) The  term  "Common Stock"  includes  (i) the Company's Common Stock,
     $0.0001  par  value  per  share;  and  (ii) any other securities into which
     or for which any of the securities described  in  (a)  may  be converted or
     exchanged   pursuant   to   a  plan  of  recapitalization,  reorganization,
     merger, sale of assets or otherwise.

<PAGE>


        (c) The  "Exercise  Price" applicable under this Option shall be a price
     of $0.0001 per share.

        (d) The term "Other Securities" refers  to  any stock (other than Common
     Stock)  and  other securities of the Company or any other person (corporate
     or otherwise) which the Holder at any time shall be entitled to receive, or
     shall  have  received,  on  the  exercise  of  the Option, in lieu of or in
     addition to Common Stock,  or  which at any time shall be issuable or shall
     have been issued in exchange for or in replacement of Common Stock or Other
     Securities pursuant to Section 4 or otherwise.

     1.  Exercise of Option.
         ------------------

          1.1  Number of Shares Issuable upon Exercise.  From and after the date
hereof, the Holder shall be entitled to receive, upon exercise of this Option in
whole or in part,  by delivery of an original or fax copy of an exercise  notice
in the form  attached  hereto as Exhibit A (the  "Exercise  Notice"),  shares of
Common  Stock of the  Company,  subject  to  adjustment  pursuant  to Section 4.
Notwithstanding  anything contained herein to the contrary, the Holder shall not
be entitled to exercise this Option in connection  with that number of shares of
Common Stock which would exceed the  difference  between (i) 4.99% of the issued
and  outstanding  shares of Common Stock and (ii) the number of shares of Common
Stock  beneficially  owned by the Holder.  For the  purposes of the  immediately
preceding sentence,  beneficial ownership shall be determined in accordance with
Section  13(d)  of  the  Exchange  Act  and  Regulation  13d-3  thereunder.  The
limitation  described  in this Section 1.1 shall  automatically  become null and
void  without  any  notice to the  Company  upon the  occurrence  and during the
continuance  beyond any applicable grace period of an Event of Default under and
as defined in that certain Security  Agreement dated as of the date hereof among
the Holder and the Company, or upon 75 days prior written notice to the Company.

          1.2 Fair Market Value.  For purposes  hereof,  the "Fair Market Value"
of  a  share  of  Common  Stock  as of a  particular  date  (the  "Determination
Date") shall mean:


        (a)  If  the  Company's  Common  Stock  is  traded on the American Stock
     Exchange  or another  national  exchange  or is quoted on the  National  or
     SmallCap  Market  of  The Nasdaq  Stock  Market,  Inc. ("Nasdaq"), then the
     closing or last sale price,  respectively,  reported  for the last business
     day  immediately preceding  the  Determination  Date.

        (b) If the Company's Common Stock is not traded on the  American   Stock
     Exchange or another  national  exchange or on the  Nasdaq  but is quoted on
     the NASD's Over The  Counter  Bulletin  Board, then the mean of the average
     of  the closing bid and asked  prices  reported  for the last business  day
     immediately  preceding  the  Determination  Date.

                                       2

<PAGE>

        (c)  Except  as provided in clause (d) below,  if the  Company's  Common
     Stock is not  publicly traded,  then as the Holder and the Company agree or
     in the absence of agreement by  arbitration  in  accordance  with the rules
     then  in   effect  of  the  American   Arbitration   Association,  before a
     single arbitrator  to be chosen  from  a  panel  of  persons  qualified  by
     education and training to pass on the matter to be decided.

        (d) If the  Determination Date is the date of a liquidation, dissolution
     or  winding  up,  or any event deemed to be a  liquidation,  dissolution or
     winding up pursuant  to  the  Company's   charter,   then all amounts to be
     payable per share to holders  of the  Common  Stock pursuant to the charter
     in the  event of  such  liquidation,  dissolution  or  winding up, plus all
     other amounts to  be  payable  per  share in respect of the Common Stock in
     liquidation  under  the charter,  assuming for the  purposes of this clause
     (d) that all of the shares  of  Common Stock then issuable upon exercise of
     the Option are outstanding at the Determination  Date.

          1.3  Company  Acknowledgment.  The Company  will,  at  the time of the
exercise of  the  Option,  upon  the  request  of the Holder hereof  acknowledge
in writing  its  continuing  obligation  to afford to such  Holder any rights to
which  such  Holder  shall  continue  to be  entitled  after  such  exercise  in
accordance  with the provisions of the Option.  If the Holder shall fail to make
any such request, such failure shall not affect the continuing obligation of the
Company  to afford to such  Holder  any such  rights.

          1.4  Trustee  for  Option  Holders.  In the event that a bank or trust
company  shall  have  been  appointed  as  trustee  for the Holder of the Option
pursuant to Subsection 3.2, such bank or trust company shall have all the powers
and duties of an option agent (as  hereinafter  described) and shall accept,  in
its own name for the account of the Company or such  successor  person as may be
entitled  thereto,  all  amounts  otherwise  payable  to  the  Company  or  such
successor,  as the case may be, on  exercise  of this  Option  pursuant  to this
Section 1.

     2.   Procedure for Exercise.
          ----------------------

          2.1 Delivery of Stock Certificates,  Etc., on  Exercise.  The  Company
agrees  that  the  shares  of  Common  Stock   purchased  upon  exercise of this
Option  shall be deemed to be issued to the Holder as the  record  owner of such
shares as of the close of business  on the date on which this Option  shall have
been  surrendered  and payment made for such shares in accordance  herewith.  As
soon as practicable after the exercise of this Option in full or in part, and in
any event within three (3) business days thereafter,  the Company at its expense
(including  the payment by it of any  applicable  issue  taxes) will cause to be
issued in the name of and  delivered  to the  Holder,  or as such  Holder  (upon
payment  by  such  Holder  of any  applicable  transfer  taxes)  may  direct  in
compliance with applicable  securities  laws, a certificate or certificates  for
the number of duly and validly issued,  fully paid and  nonassessable  shares of
Common  Stock (or Other  Securities)  to which such Holder  shall be entitled on
such exercise,  plus, in lieu of any fractional share to which such Holder would
otherwise be entitled,  cash equal to such fraction  multiplied by the then Fair
Market  Value  of one  full  share,  together  with  any  other  stock  or other

                                       3

<PAGE>


securities and property  (including cash, where applicable) to which such Holder
is entitled upon such exercise pursuant to Section 1 or otherwise.

          2.2 Exercise.
              --------

        (a)  Subject to subsection  (b) below,  payment shall be made in cash or
     by certified  or  official  bank  check payable to the order of the Company
     equal to the  applicable  aggregate Exercise Price for the number of Common
     Shares specified in such Exercise  Notice (as such exercise number shall be
     adjusted to reflect any adjustment in  the total number of shares of Common
     Stock issuable to the  Holder per the terms of this  Option) and the Holder
     shall  thereupon  be entitled  to  receive  the number of duly  authorized,
     validly issued,  fully-paid and  non-assessable  shares of Common Stock (or
     Other  Securities)  determined as provided herein.

       (b) Notwithstanding  any provisions  herein to the contrary, in the event
     there is no  effective registration  statement  with  respect to the shares
     issuable upon exercise of this Option or a Default  or  an Event of Default
     (as such terms are  defined  in the Security Agreement dated as of the date
     hereof among  the Holder  and the  Company,  as amended, modified, restated
     and/or supplemented  from  time to time),) has occurred and is  continuing,
     if the Fair Market Value  of  one share of Common Stock is greater than the
     Exercise Price (at the date of calculation as set forth below),  in lieu of
     exercising  this Option for  cash,  the  Holder may elect to receive shares
     equal to the  value (as determined  below)  of  this Option (or the portion
     thereof  being  exercised) by surrender  of  this  Option at the  principal
     office of the Company  together with the properly  endorsed Exercise Notice
     in which event the Company shall issue to the  Holder a number of shares of
     Common  Stock  computed  using the  following formula:

     X=Y       (A-B)
               -----
                 A

     Where X =   the number of shares of Common Stock to be issued to the Holder

     Y =         the  number  of  shares  of  Common Stock purchasable under the
                 Option or, if only a portion of  the Option is being exercised,
                 the portion of the Option being exercised  (at the date of such
                 calculation)

     A =         the  Fair  Market  Value  of  one share of the Company's Common
                 Stock (at the date of such calculation)

     B =         Exercise Price (as adjusted to the date of such calculation)


        3. Effect of Reorganization, Etc.; Adjustment of Exercise Price.
           ------------------------------------------------------------

                                       4

<PAGE>

           3.1  Reorganization, Consolidation, Merger,  Etc. In case at any time
or  from  time  to  time,  the  Company shall (a) effect a  reorganization,  (b)
consolidate  with or  merge  into  any  other  person,  or (c)  transfer  all or
substantially all of its properties or assets to any other person under any plan
or arrangement  contemplating the dissolution of the Company, then, in each such
case,  as  a  condition   to  the  consummation  of such a  transaction,  proper
and  adequate  provision  shall  be  made  by  the Company  whereby  the Holder,
Holder,  on  the  exercise  hereof  as  provided  in Section 1 at any time after
the  consummation  of  such  reorganization,  consolidation  or  merger  or  the
effective date of such dissolution,  as the case may be, shall receive,  in lieu
of the Common Stock (or Other  Securities)  issuable on such  exercise  prior to
such  consummation  or such effective  date, the stock and other  securities and
property  (including  cash) to which such Holder would have been  entitled  upon
such consummation or in connection with such dissolution, as the case may be, if
such Holder had so exercised this Option, immediately prior thereto, all subject
to further adjustment  thereafter as provided in Section 4.

          3.2  Dissolution.  In  the  event  of  any  dissolution of the Company
following  the  transfer  of  all or  substantially  all of  its  properties  or
assets, the Company,  concurrently with any distributions made to holders of its
Common  Stock,  shall at its  expense  deliver or cause to be  delivered  to the
Holder  the stock and other  securities  and  property  (including  cash,  where
applicable)  receivable by the Holder pursuant to Section 3.1, or, if the Holder
shall so instruct  the  Company,  to a bank or trust  company  specified  by the
Holder and having its principal office in New York, NY as trustee for the Holder
(the   "Trustee").

          3.3  Continuation  of  Terms. Upon any reorganization,  consolidation,
merger  or  transfer  (and  any  dissolution following any transfer) referred to
in this Section 3, this Option  shall  continue in full force and effect and the
terms hereof shall be applicable to the shares of stock and other securities and
property  receivable  on the exercise of this Option after the  consummation  of
such   reorganization,   consolidation  or  merger  or  the  effective  date  of
dissolution  following  any such  transfer,  as the case  may be,  and  shall be
binding upon the issuer of any such stock or other securities, including, in the
case of any such transfer,  the person acquiring all or substantially all of the
properties  or assets of the  Company,  whether  or not such  person  shall have
expressly  assumed the terms of this  Option.  In the event this Option does not
continue in full force and effect  after the  consummation  of the  transactions
described  in this  Section  3,  then  the  Company's  securities  and  property
(including cash, where  applicable)  receivable by the Holders will be delivered
to Holder or the Trustee as contemplated by Section 3.2.

     4.  Extraordinary  Events  Regarding  Common  Stock.  In the event that the
Company shall (a) issue  additional  shares of the Common Stock as a dividend or
other  distribution on outstanding Common Stock or any preferred stock issued by
the Company,  (b)  subdivide  its  outstanding  shares of Common  Stock,  or (c)
combine  its  outstanding  shares of the Common  Stock into a smaller  number of
shares of the Common Stock,  then, in each such event, the Exercise Price shall,
simultaneously  with the happening of such event, be adjusted by multiplying the
then Exercise Price by a fraction, the numerator of which shall be the number of
shares of  Common  Stock  outstanding

                                       5

<PAGE>

immediately   prior  to  such  event  and the  denominator of which shall be the
number of shares of Common Stock  outstanding  immediately after such event, and
the product so obtained  shall  thereafter be the Exercise Price then in effect.
The Exercise Price, as so adjusted,  shall be readjusted in the same manner upon
the happening of any successive event or events described herein in this Section
4. The number of shares of Common Stock that the Holder shall thereafter, on the
exercise  hereof as  provided  in Section  1, be  entitled  to receive  shall be
increased to a number  determined by multiplying  the number of shares of Common
Stock  that  would  otherwise  (but for the  provisions  of this  Section  4) be
issuable  on such  exercise  by a  fraction  of which (a) the  numerator  is the
Exercise  Price that would  otherwise (but for the provisions of this Section 4)
be in effect,  and (b) the  denominator  is the Exercise  Price in effect on the
date of such exercise.

     5.  Certificate  as to  Adjustments.  In  each  case of any  adjustment  or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the Option, the Company at its expense will promptly cause its Chief
Financial  Officer or other  appropriate  designee to compute such adjustment or
readjustment  in  accordance  with  the  terms  of  the  Option  and  prepare  a
certificate  setting forth such adjustment or readjustment and showing in detail
the facts upon which such  adjustment  or  readjustment  is based,  including  a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold,  (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding,  and (c) the Exercise Price
and the number of shares of Common  Stock to be received  upon  exercise of this
Option,  in effect  immediately  prior to such adjustment or readjustment and as
adjusted or  readjusted as provided in this Option.  The Company will  forthwith
mail a copy of each such  certificate  to the Holder and any Option agent of the
Company  (appointed  pursuant to Section 10 hereof).

     6. Reservation of Stock, Etc.,  Issuable on Exercise of Option. The Company
will at all times reserve and keep  available,  solely for issuance and delivery
on the exercise of the Option, shares of Common Stock (or Other Securities) from
time  to  time  issuable  on  the  exercise  of  the  Option;   provided   that,
notwithstanding the foregoing, prior to the earlier to occur of (x) December 31,
2005  and  (y)  the  date  of the  Company's  next  shareholder's  meeting  (the
"Additional  Authorization Date"), the number of shares otherwise required to be
reserved by the Company  hereunder  may be less than that  sufficient to provide
for the issuance of shares upon the full  conversion  of this  Option;  provided
that, the number of shares  reserved for issuance to the Holder shall at no time
be less than 90,000,000  (subject to proportionate  reduction upon conversion of
this Option),  provided further that, on and after the Additional  Authorization
Date,  100% of such shares shall be duly and validly  reserved for issuance.

     7.  Assignment;  Exchange of Option.  Subject to compliance with applicable
securities  laws,  this  Option,   and  the  rights  evidenced  hereby,  may  be
transferred  by any  registered  holder hereof (a  "Transferor")  in whole or in
part.  On the  surrender  for  exchange of this  Option,  with the  Transferor's
endorsement  in  the  form  of  Exhibit  B  attached  hereto  (the   "Transferor
Endorsement  Form") and together with evidence

                                       6

<PAGE>


reasonably   satisfactory  to   the   Company   demonstrating   compliance  with
applicable  securities  laws,  which  shall  include,  without  limitation,  the
provision of a legal  opinion from the  Transferor's  counsel (at the  Company's
expense)  that such  transfer is exempt from the  registration  requirements  of
applicable securities laws, and with payment by the Transferor of any applicable
transfer  taxes)  will issue and  deliver  to or on the order of the  Transferor
thereof a new Option of like  tenor,  in the name of the  Transferor  and/or the
transferee(s)   specified   in  such   Transferor   Endorsement   Form  (each  a
"Transferee"),  calling in the  aggregate  on the face or faces  thereof for the
number of shares of Common  Stock  called for on the face or faces of the Option
so surrendered by the Transferor.

     8. Replacement of Option. On receipt of evidence reasonably satisfactory to
the Company of the loss, theft, destruction or mutilation of this Option and, in
the case of any such loss,  theft or destruction of this Option,  on delivery of
an indemnity agreement or security reasonably satisfactory in form and amount to
the  Company  or,  in  the  case  of  any  such  mutilation,  on  surrender  and
cancellation  of this  Option,  the  Company at its  expense  will  execute  and
deliver,  in lieu thereof,  a new Option of like tenor.

     9. Registration  Rights.  The Holder has been granted certain  registration
rights by the Company. These registration rights are set forth in a Registration
Rights Agreement entered into by the Company and Holder dated as of even date of
this Option.

     10. Option Agent.  The Company may, by written notice to each Holder of the
Option,  appoint  an agent for the  purpose of  issuing  Common  Stock (or Other
Securities)  on the  exercise of this Option  pursuant to Section 1,  exchanging
this Option pursuant to Section 7, and replacing this Option pursuant to Section
8, or any of the  foregoing,  and  thereafter  any such  issuance,  exchange  or
replacement, as the case may be, shall be made at such office by such agent.

     11.  Transfer on the Company's  Books.  Until this Option is transferred on
the books of the Company,  the Company may treat the registered holder hereof as
the absolute  owner hereof for all purposes,  notwithstanding  any notice to the
contrary.

     12. Notices,  Etc. All notices and other communications from the Company to
the Holder shall be mailed by first class registered or certified mail,  postage
prepaid, at such address as may have been furnished to the Company in writing by
such Holder or, until any such Holder furnishes to the Company an address,  then
to, and at the address of, the last  Holder who has so  furnished  an address to
the Company.

     13. Miscellaneous.  THIS OPTION AND ANY TERM HEREOF MAY BE CHANGED, WAIVED,
DISCHARGED  OR TERMINATED  ONLY BY AN INSTRUMENT IN WRITING  SIGNED BY THE PARTY
AGAINST WHICH  ENFORCEMENT OF SUCH CHANGE,  WAIVER,  DISCHARGE OR TERMINATION IS
SOUGHT.  THIS OPTION SHALL BE GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE
LAWS OF STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. Any
action brought concerning the transactions  contemplated by this Option shall be
brought only in the state courts of New York or in the federal courts located in
the state of New York;  provided,

                                       7

<PAGE>

however,   that  the  Holder  may  choose to waive this  provision  and bring an
action outside the state of New York. The  individuals  executing this Option on
behalf of the  Company  agree to submit to the  jurisdiction  of such courts and
waive trial by jury. The prevailing  party shall be entitled to recover from the
other  party its  reasonable  attorney's  fees and costs.  In the event that any
provision  of this  Option is  invalid  or  unenforceable  under any  applicable
statute or rule of law, then such provision  shall be deemed  inoperative to the
extent that it may conflict  therewith  and shall be deemed  modified to conform
with such statute or rule of law. Any such provision  which may prove invalid or
unenforceable  under any law shall not affect the validity or  enforceability of
any other provision of this Option. The headings in this Option are for purposes
of  reference  only,  and shall not limit or  otherwise  affect any of the terms
hereof. The invalidity or  unenforceability  of any provision hereof shall in no
way affect the validity or  enforceability  of any other provision  hereof.  The
Company  acknowledges that legal counsel participated in the preparation of this
Option and, therefore, stipulates that the rule of construction that ambiguities
are to be  resolved  against  the  drafting  party  shall not be  applied in the
interpretation of this Option to favor any party against the other party.

                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK;
                            SIGNATURE PAGE FOLLOWS.]


                                       8


<PAGE>


         IN WITNESS WHEREOF, the Company has executed this Option as of the date
first written above.

                                     WINDSWEPT ENVIRONMENTAL GROUP, INC.

WITNESS:
                                     By:     /s/ Michael O'Reilly
                                           -------------------------------------
                                     Name:   Michael O'Reilly
                                           -------------------------------------
                                     Title:  President
                                           -------------------------------------

  /s/ Theresa Filiberto
------------------------------

                                       9

<PAGE>


                                    EXHIBIT A

                              FORM OF SUBSCRIPTION
                   (To Be Signed Only On Exercise Of Options)

TO:      Windswept Environmental Group, Inc.


         Attention:        Chief Financial Officer

         The undersigned, pursuant to the provisions set forth in the attached
Option (No. ____), hereby irrevocably elects to purchase (check applicable box):

________    ________ shares of the Common Stock covered by such Option; or

________    the  maximum  number  of  shares  of  Common  Stock  covered by such
            Option pursuant to  the  cashless  exercise  procedure  set forth in
            Section 2.

         The undersigned herewith makes payment  of  the full Exercise Price for
such shares at the  price  per  share  provided  for in such  Option,  which  is
$___________. Such payment takes the form of (check applicable box or boxes):

________    $__________ in lawful money of the United States; and/or

________    the cancellation  of  such  portion  of  the  attached  Option as is
            exercisable  for a total of _______  shares of Common  Stock  (using
            a  Fair  Market  Value  of  $_______  per share for purposes of this
            calculation); and/or

________    the  cancellation  of such number of shares of Common  Stock  as  is
            necessary,  in accordance with the formula set forth in Section 2.2,
            to  exercise  this  Option  with  respect  to  the maximum number of
            shares of Common Stock purchasable pursuant to the cashless exercise
            procedure set forth in Section 2.

         The  undersigned  requests  that  the  certificates  for such shares be
issued  in the name of, and delivered to _______________________________________
whose address is _________________________________.



<PAGE>


         The  undersigned  represents  and warrants that all offers and sales by
the undersigned of the securities issuable  upon  exercise  of the within Option
shall be made pursuant to registration of the Common Stock under  the Securities
Act of 1933, as amended (the "Securities Act") or pursuant to an exemption  from
registration under the Securities Act.

Dated:______________________        ____________________________________________
                                    (Signature must conform to name of Holder as
                                    specified on the face of the Option)

                                    Address: ___________________________________

                                             ___________________________________

                                       11

<PAGE>



                                    EXHIBIT B

                         FORM OF TRANSFEROR ENDORSEMENT
                    (To Be Signed Only On Transfer Of Option)

     For value received,  the undersigned hereby sells,  assigns,  and transfers
unto the  person(s)  named  below  under  the  heading  "Transferees"  the right
represented by the within Option to purchase the percentage and number of shares
of Common Stock of Windswept  Environmental  Group,  Inc.  into which the within
Option relates specified under the headings "Percentage Transferred" and "Number
Transferred," respectively,  opposite the name(s) of such person(s) and appoints
each such  person  Attorney  to transfer  its  respective  right on the books of
Windswept  Environmental  Group,  Inc.  with full power of  substitution  in the
premises.


                                           Percentage          Number
Transferees          Address               Transferred         Transferred


___________________  ____________________   _________________  _________________

___________________  ____________________   _________________  _________________

___________________  ____________________   _________________  _________________

___________________  ____________________   _________________  _________________

Dated  __________________________        _______________________________________
                                         (Signature must conform to name of
                                         Holder as specified on the face of the
                                         Option)

                                         Address:_______________________________

                                                 _______________________________



                                         SIGNED IN THE PRESENCE OF:


                                         _______________________________________
                                                     (Name)
ACCEPTED AND AGREED:
[TRANSFEREE]


____________________________________
               (Name)


</TEXT>
</DOCUMENT>
